Exhibit 10.1


 


SECTION 102 DEFERRED STOCK AWARD AGREEMENT

UNDER THE OPTIUM CORPORATION

2006 STOCK OPTION AND INCENTIVE PLAN


 


Name
of Grantee:  

No. of Restricted Stock Units Granted: 


Grant Date:


 


Pursuant to the Optium Corporation 2006 Stock Option and Incentive Plan
as amended through the date hereof, and the
Section 102 Addendum (together, the “Plan”), Optium Corporation (the “Company”)
hereby grants a Deferred Stock Award (an “Award”) consisting of the number of phantom
stock units listed as “Restricted Stock Units” above (the “Restricted Stock
Units”) to the Grantee named above.  Each
Restricted Stock Unit shall relate to one share of Common Stock, par value $.0001
per share (the “Stock”) of the Company specified above, subject to the
restrictions and conditions set forth herein and in the Plan.


 


1.          Restrictions on Transfer of Award. 
The Award shall not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of by the Grantee, until (i) the Restricted Stock
Units have vested as provided in Section 2 of this Award Agreement, (ii) shares
have been issued pursuant to Section 4 of this Award Agreement, and (iii) the
expiration of any Holding Period (as defined below).


 


2.          Vesting of Restricted Stock Units. 
The Restricted Stock Units shall vest in accordance with the schedule
set forth below, provided in each case that the Grantee is then, and since the
Grant Date has continuously remained, in a service relationship (in the
capacity of an employee, officer, director or consultant) with the Company or
its Subsidiaries.


 




	
  Incremental (Aggregate)

  Number of

  Restricted Stock Units Vested

  	
   

  	
  Vesting Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


In the event of an Acquisition (as defined in the Plan), the acquirer
shall assume the Award and the terms of this Award Agreement taking into
account any adjustment or substitution as provided in Section 3(c) of
the Plan; provided, however, that if the Award and the terms of this Award
Agreement are not so assumed, any Restricted Stock Units that remain unvested
at the time of such Acquisition shall become fully vested at such time.  The Committee may at any time accelerate the
vesting schedule specified in this Section 2.


 


3.          Forfeiture.  If the
Grantee’s employment with the Company and its Subsidiaries is voluntarily or
involuntarily terminated for any reason (including death) prior to vesting of
Restricted Stock Units granted herein, all Restricted Stock Units shall immediately
and automatically be forfeited and returned to the Company.


 





















 


4.          Issuance
of Shares of Stock; Rights as Stockholder.


 


(a)           As
soon as practicable following each vesting date, but in no event later than 30  days after each such vesting date, the Company shall direct
its transfer agent to issue in accordance with Section 102 (as defined
below) to the Trustee (as defined below) 
for the benefit of the Grantee, as applicable, in book entry form the
number of shares of Stock equal to the number of Restricted Stock Units
credited to the Grantee that have vested pursuant to Section 2 of this Award
Agreement on such date in satisfaction of such Restricted Stock Units.  Such issuance may be effected by the Company
directing its transfer agent to deposit such shares of Stock into the Trustee’s
brokerage account.  The Grantee’s cost
basis in any shares of Stock issued hereunder shall be $0.00.


 


(b)           The
sale of the shares of Stock or the withdrawal of the Awards or shares of Stock
from the Trustee shall be subject to the payment by the Grantee by cash or
other means acceptable to the Company of any federal, state, local, Israeli and
other applicable taxes required to be withheld in connection with such sale or
withdrawal.


 


(c)           The
Grantee understands that (i) the Grantee shall have no rights with respect
to the shares of Stock underlying the Restricted Stock Units, such as voting
rights, dividend rights and dividend equivalent rights, unless and until such
shares of Stock have been issued to the Trustee as specified in Section 4(a) hereof
and (ii) following the expiration of the Holding Period, once shares have
been delivered by book entry to the Grantee in respect of the Restricted Stock
Units, the Grantee will be free to sell such shares of Stock, subject to
applicable requirements of federal and state securities laws and Company
policy.


 


5.          Status of the Award. The Restricted Stock Units  and any additional rights that may be distributed to you in connection with
this Award (the “Additional Rights”), shall be allocated on your behalf to the
Trustee - ESOP Trust Company (the “Trustee”) under the provisions of the
Capital Gain Tax Track and will be held by the Trustee for at least the period
stated in Section 102 of the Income Tax Ordinance, 1961, as amended (the “Income
Tax Ordinance”) and the Income Tax Regulations (Tax Relieves in Allocation of
Shares to Employees), 2003 promulgated thereunder (collectively, “Section 102”).
If you shall sell or withdraw the Award from the trust prior to the end of the
holding period (as such term defined in Section 102, the “Holding Period”),
you shall promptly reimburse the Company and its affiliates, upon demand, for
all expenses incurred by the Company and its affiliates as a result of such
action, including without limitation, the employer portion of any payments to
the Israeli National Insurance. Your
signature below acknowledges that you have read and understand the terms of the
Plan and agree with the terms of the Trust Agreement pursuant to which this
Award shall be held in trust as required by the Income Tax Ordinance and your
understanding of the provisions of Section 102 and the applicable tax
track of this Award. Your signature below also acknowledges that subject to the
provisions of Section 102, you shall not sell nor transfer this Award or the
Additional Rights prior to the expiration of the Holding Period.


 


6.          Incorporation of Plan.  Notwithstanding anything herein to the
contrary, this Award Agreement shall be subject to and governed by all the
terms and conditions of the Plan, including the powers of the Committee set
forth in Section 2(b) of the Plan. 
Capitalized 


 


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terms in this Award
Agreement shall have the meaning specified in the Plan, unless a different
meaning is specified herein.


 


7.          Transferability of this Award Agreement. 
This Award Agreement is personal to the Grantee, is non-assignable and
is not transferable in any manner, by operation of law or otherwise, other than
by will or the laws of descent and distribution.


 


8.          Tax Withholding.  The
Grantee shall, not later than the date as of which the receipt of this Award
becomes a taxable event according to the capital gain track of Section 102
of the Income Tax Ordinance (the “Taxation Date”), pay to the Company or make
arrangements satisfactory to the Committee for payment of any Federal, state
local and Israeli taxes required by law to be withheld on account of such
taxable event.


 


9.          No Obligation to Continue Service
Relationship.  Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Award Agreement to continue the
Grantee in employment or other service relationship and neither the Plan nor
this Award Agreement shall interfere in any way with the right of the Company
or any Subsidiary to terminate the employment or other service relationship of the
Grantee at any time.


 


10.        Notices.  Notices
hereunder shall be mailed or delivered to the Company at its principal place of
business and shall be mailed or delivered to the Grantee at the address on file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.


 


	
   

  	
  OPTIUM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 


 


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The foregoing Award Agreement is hereby accepted and
the terms and conditions thereof hereby agreed to by the undersigned.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Grantee’s name and address:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


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