Exhibit 10.2


 


DEFERRED STOCK AWARD AGREEMENT

UNDER THE OPTIUM CORPORATION

2006 STOCK OPTION AND INCENTIVE PLAN


 


Name
of Grantee: Christopher Brown

No. of Restricted Stock Units Granted: 6,813

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/ Chris Brown

  	
   

  
	
   

  	
  Chris Brown

  
	
   

  	
   

  
	
   

  	
  Grantee’s name and address:

  
	
   

  	
   

  
	
   

  	
  Christopher Brown

  
	
   

  	
  1432 Knightsbridge Rd.

  
	
   

  	
  Blue Bell, PA 19432

  



 


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