Exhibit 10.2


 


DEFERRED STOCK AWARD AGREEMENT

FOR DIRECTORS 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
(the “Plan”) as amended through the date hereof, 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, and (ii) shares
have been issued pursuant to Section 4 of this Award Agreement.


 


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

  
	
  25% of the Restricted Stock Units rounded down to
  the nearest whole unit

  	
   

  	
  Each of March 1, June 1,

  September 1 and December 1,

  2         

  






 


In addition, the grant shall be subject to acceleration of 100% of
remaining unvested portion upon an Acquisition (as defined in the Plan).


 


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 to the Grantee 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 Grantee’s
brokerage account.  The Grantee’s cost
basis in any shares of Stock issued hereunder shall be $0.00.


 


(b)          In
each instance above, the issuance of shares of Stock shall be subject to the
payment by the Grantee by cash or other means acceptable to the Company of any
federal, state, local and other applicable taxes required to be withheld in
connection with such issuance in accordance with Section 7 of this Award
Agreement.


 


(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 Grantee as specified in Section 4(a) hereof
and (ii) 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.             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 terms in this Award
Agreement shall have the meaning specified in the Plan, unless a different
meaning is specified herein.


 


6.             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.


 


7.             Tax Withholding.  This
Section 7 applies only to Grantees who are subject to U.S. Federal tax
withholding.  The Grantee shall, not
later than the date (the “Taxation Date”) as of which the receipt of this Award
becomes a taxable event for U.S. Federal income tax purposes (if applicable to
Grantee), pay to the Company or make arrangements satisfactory to the Committee
for payment of any U.S. Federal, state, and local taxes required by law to be
withheld on account of such taxable event. 
The Grantee may elect to have the required minimum tax withholding
obligation satisfied, in whole or in part, by (i) authorizing the Company
to withhold from shares of Stock to be issued, or (ii) transferring to the
Company, a number of shares of Stock with an aggregate Fair Market Value that
would satisfy the withholding amount due. 
 Unless the Grantee shall have
otherwise notified the Company in writing to it Chief Financial Officer at
least 30 


 


2





















 


days
prior to a Taxation Date, the Grantee shall be deemed to have elected to
satisfy such obligation in the manner set forth in clause (i) of the prior
sentence.  Notwithstanding the foregoing,
the Company may require that such obligation be satisfied in cash by the
Grantee upon notice to Grantee at least 30 days prior to the Taxation Date.


 


8.             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.


 


9.             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:

  



 


 


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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