Exhibit 10.5


 


DEFERRED STOCK AWARD AGREEMENT

UNDER THE OPTIUM CORPORATION

2006 STOCK OPTION AND INCENTIVE PLAN


 


Name
of Grantee:  David Renner

No. of Restricted Stock Units Granted: 6,472


Grant
Date:  11-Mar-2008


 


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 $.01 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%

  	
   

  	
  May 1, 2008

  
	
  25%

  	
   

  	
  August 1, 2008

  
	
  25%

  	
   

  	
  November 1, 2008

  
	
  25%

  	
   

  	
  February 1, 2009

  






 


In the event of an Acquisition (as defined in the Plan) or upon any
involuntary termination of employment of the Grantee (other than an involuntary
termination for “cause” (as determined by the Company in its absolute
discretion)), 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
terminated by the Grantee or involuntarily terminated for “cause” (as
determined by the Company in its absolute discretion) 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 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 


 


 


2





















 


 


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:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Eitan Gertel

  	
   

  
	
   

  	
  Name:
  Eitan Gertel

  	
   

  
	
   

  	
  Title:
  CEO, President & Chairman

  	
   

  
	
   

  	
  Address:
  200 Precision Road, Horsham, PA 19044

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  /s/ David Renner

  	
   

  
	
   

  	
  David Renner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Grantee’s name and address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  David Renner

  	
   

  
	
   

  	
  112 Usher Lane

  	
   

  
	
   

  	
  North Wales, PA 19454

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


 


3