exv10w56






EXHIBIT 10.56




DEFERRED STOCK AWARD AGREEMENT

UNDER THE OPTIUM CORPORATION

2006 STOCK OPTION AND INCENTIVE PLAN




Name of Grantee: Mark Colyar

No. of Restricted Stock Units Granted: 2,200

Grant Date: 8-25-08




     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
	50%
	 	December 1, 2008
	50%
	 	March 1, 2009






     3. Acceleration. In the event of 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.



     4. 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.



 









 





     5. 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.




     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 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. 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



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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.




     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:  	/s/ Eitan Gertel
 	 
	 	 	Title: CEO 	 


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




	 	 	 	 	 
	Dated: August 25, 2008

	 	/s/ Mark Colyar
 

	 	 
	 

	 	Grantee’s Signature	 	 
	 
	 	 	 	 
	 

	 	Grantee’s name and address:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 







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