Exhibit
4.1


 


SECTION
102 ADDENDUM


TO OPTIUM CORPORATION 2006 STOCK OPTION AND INCENTIVE PLAN


This
Addendum to the Optium Corporation
2006 Stock Option And Incentive Plan (respectively “Addendum” and “Plan”)
shall be valid for all grants of stock options and other stock incentives made
by Optium Corporation (the “Company”)
under the Plan to Participants (as defined below).


This
Addendum is made in order to adjust the Plan to Section 102 of the Israeli
Income Tax Ordinance [new version] – 1961 and the Income Tax Rules (Tax Relief
for Issuance of Shares to Employees), 2003, so as to enable the grant of stock
based incentives under the Plan to Participants.


Regardless
of any provision of the Plan stating otherwise, the provisions of this Addendum are added to and shall be valid
for all grants of Stock Options, or any other stock based incentive by the
Company under the Plan to Participants. Except as detailed below, all other
provisions, definitions, terms and conditions, of the Plan shall continue to be
valid and in full force and effect.


1.     DEFINITIONS


DEFINED TERMS


Initially capitalized terms,
as used in this Addendum, shall have the meaning ascribed thereto as set forth
below:


	
  “Affiliate(s)”

  	
   

  	
  means a present or future company that employs
  Israeli residents and that either (i) Controls Optium Corporation or is
  Controlled by Optium Corporation or is Controlled by Optium Corporation’s
  subsidiaries; or (ii) is Controlled by the same person or entity that
  Controls Optium Corporation.

  
	
   

  	
   

  	
   

  
	
  “Allocate” or
  “Allocated”

  	
   

  	
  with respect to Options, means the allocation of
  Options by the Company to the Trustee on behalf of a Participant.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  “Control” or
  “Controlled”

  	
   

  	
  shall have the meaning ascribed thereto in Section
  102.

  
	
   

  	
   

  	
   

  
	
  “Holding Period”

  	
   

  	
  means the period in which the Allocated Options
  granted to a Participant or, upon exercise thereof the Underlying Shares, are
  to be held by the Trustee on behalf of the Participant, in accordance with
  Section 102, and pursuant to the Tax Track which the Company 

  



 













 


	
  

  	
   

  	
  selects.

  
	
   

  	
   

  	
   

  
	
  “Option”

  	
   

  	
  means a stock option or an Award as defined in the
  Plan or any other incentive based on stock, granted by the Company to the
  Participant according to the Plan.

  
	
   

  	
   

  	
   

  
	
  “Participant”

  	
   

  	
  means an Israeli resident who is an employee,
  officer or director of the Company or any Affiliate (provided that such
  person does not Control the Company), on behalf of whom an Option is
  Allocated pursuant to the Plan.

  
	
   

  	
   

  	
   

  
	
  “Section 102”

  	
   

  	
  means Section 102 of the Tax Ordinance.

  
	
   

  	
   

  	
   

  
	
  “Section 102 Letter”

  	
   

  	
  means a letter or an agreement, in which the
  Participant is notified of the decision to grant the Participant Options
  according to the terms of Section 102. The Section 102 Letter shall specify
  the Tax Track that the Company has elected. The Section 102 Letter shall
  include the Participant Undertakings specified in Section 5 of this Addendum.

  
	
   

  	
   

  	
   

  
	
  “Section 102 Rules” or
  “Rules”

  	
   

  	
  means the Income Tax Rules (Tax Relief for Issuance
  of Shares to Employees), 2003.

  
	
   

  	
   

  	
   

  
	
  “Tax Ordinance”

  	
   

  	
  means the Israeli Income Tax Ordinance [New
  Version], 1961, as amended, and any regulations, rules, orders or procedures
  promulgated thereunder.

  
	
   

  	
   

  	
   

  
	
  “Tax Track”

  	
   

  	
  means one of the three tax tracks described under
  Section 102, specifically: (1) the “Capital Gains Track Through a Trustee”;
  (2) “Income Tax Track Through a Trustee”; or (3) the “Income Tax Track
  Without a Trustee”; each as defined in Sections 1.1-1.2, respectively.

  
	
   

  	
   

  	
   

  
	
  “Trust Agreement”

  	
   

  	
  means the trust agreement signed between the Company
  or Affiliate and the Trustee.

  
	
   

  	
   

  	
   

  
	
  “Trustee”

  	
   

  	
  means the trustee appointed by the Company or the
  Affiliate to
  hold in trust on behalf of each Participant the Allocated Options and the
  Underlying Shares, in accordance to the provisions of Section 102 and the
  Trust Agreement.

  
	
   

  	
   

  	
   

  
	
  “Underlying Share”

  	
   

  	
  means a share of the Company
  issued upon the exercise of an Option according to the provisions of the
  Plan.

  



 



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2.     TRUST
ARRANGEMENT AND HOLDING PERIOD


Options shall
be granted to Participants according to the provisions of Section 102.


2.1   TRUSTEE TAX
TRACKS


If the Company
elects to grant Options through (i) the Capital Gains Track Through a Trustee,
or (ii) the Income Tax Track Through a Trustee, then, in accordance with the
requirements of Section 102, the Company shall appoint a Trustee who will hold
in trust on behalf of each Participant the Allocated Options and the Underlying
Shares issued upon exercise of such Options in trust on behalf of each
Participant according to the provisions of Section 102 and the Trust Agreement.


The
Holding Period for the Options will be as follows:


(A)                   The Capital Gains Tax Track Through a Trustee – if the
Company elects to Allocate the Options according to the provisions of this
track, then the Holding Period will be 24 months from the date of Allocation to
the Trustee on behalf of the Participant, or such shorter period as may be
approved by the Israeli Tax Authorities or by an amendment to Section 102 or
the Rules.


(B)                     Income Tax Track Through a Trustee – if the Company elects
to Allocate Options according to the provisions of this track, then the Holding
Period will be 12 months from the date of Allocation to the Trustee on behalf
of the Participant, or such shorter period as may be approved by the Israeli
Tax Authorities or by an amendment to Section 102 or the Rules.


Subject to
Section 102 and the Rules, Participants shall not be able to receive from the
Trustee, nor shall they be able to sell or dispose of Underlying Shares before
the end of the applicable Holding Period. If a Participant sells or removes the
Underlying Shares form the Trustee before the end of the applicable Holding
Period (“Breach”), the Participant shall pay all applicable taxes imposed
on such Breach by Section 7 of the Rules.


In the event of a
distribution of rights, including an issuance of bonus shares, in connection
with Options originally Allocated (the “Additional
Rights”), all such Additional Rights shall be Allocated and/or
issued to the Trustee for the benefit of Participants, and shall be held by the
Trustee for the remainder of the Holding Period applicable to the Options
originally Allocated. Such Additional Rights shall be treated in accordance
with the provisions of the applicable Tax Track.


2.2   INCOME TAX
TRACK WITHOUT A TRUSTEE


If
the Company elects to Allocate Options according to the provisions of this
track, then the Options will not be subject to a Holding Period.



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2.3   TRACK
SELECTION


The
Company or Affiliate, in their sole discretion, shall elect under which of the
above three Tax Tracks each Option is granted and shall notify the Participant
in the Section 102 Letter, which Tax Track applies to each granted Option.


2.4   CONCURRENT
CONDITIONS


The
Holding Period, if any, is in addition to the vesting period specified in the Plan
or in the Award Agreement (as defined in the Plan). The Holding Period and
vesting period may run concurrently, but neither is a substitute for the other,
and each are independent terms and conditions for Options granted.


2.5   TRUST
AGREEMENT


The
terms and conditions applicable to the trust relating to the Tax Track selected
by the Company, as appropriate, shall be set forth in an agreement signed by
the Company and the Trustee (the “Trust Agreement”).


3.     TAX MATTERS


This Addendum and grants to Participants shall be governed by, and
shall conform with and be interpreted so as to comply with, the requirements of
Section 102, any written approval from the Israeli Tax Authorities and any
amendment to Section 102 or the Rules.


All tax consequences under any applicable law which may arise from the
grant or Allocation of Options, from the exercise thereof or from the holding
or sale of Underlying Shares (or other securities issued under the Plan) by or
on behalf of the Participant, shall be borne solely by the Participant. The
Participant shall indemnify the Company and/or Affiliate and/or Trustee, as the
case may be, and hold them harmless, against and from any liability for any
such tax or any penalty, interest or indexing.


If the Company elects to
Allocate Options according to the provisions of the Income Tax Track Without a
Trustee (Section 2.2 of this Addendum), and if prior to the exercise of any
and/or all of these Options, such Participant ceases to be an employee,
director, or officer of the Company or Affiliate, the Participant shall deposit
with the Company a guarantee or other security as required by law, in order to
ensure the payment of applicable taxes upon the Exercise of such Options.


4.     WITHHOLDING TAXES


Whenever an amount with respect to withholding tax relating to Options
granted to a Participant and/or Underlying Shares issued upon the exercise
thereof is due from the Participant and/or the Company and/or an Affiliate
and/or the Trustee, the Company and/or an Affiliate and/or the Trustee shall
have the right to demand from a Participant such amount sufficient to satisfy
any applicable withholding tax requirements related thereto, and whenever
Shares or any other non-cash assets are to be delivered pursuant to the
exercise of an Option, or transferred thereafter, the 



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Company and/or an Affiliate and/or the Trustee shall have the right to
require the Participant to remit to the Company and/or to the Affiliate and/or
the Trustee, an amount in cash sufficient to satisfy any applicable withholding
tax requirements related thereto, and if such amount is not timely remitted,
the Company and/or the Affiliate and/or the Trustee shall have the right to
withhold or set-off (subject to applicable law) such Shares or any other
non-cash assets pending payment by the Participant of such amounts.


Until all taxes have been paid in accordance with Rule
7 of the Section 102 Rules, Options and/or Underlying Shares may not be sold,
transferred, assigned, pledged, encumbered, or otherwise
willfully hypothecated or disposed of, and no power of attorney or deed of
transfer, whether for immediate or future use may be validly given.
Notwithstanding the foregoing, the Options and/or
Underlying Shares may be validly transferred in a transfer made by will or laws
of descent, provided that the transferee thereof shall be subject to the
provisions of Section 102 and the Section 102 Rules as would have been
applicable to the deceased Participant were he or she have survived.


5.     PARTICIPANT
UNDERTAKINGS IN THE SECTION 102 LETTER


In
the Section 102 Letter, in accordance with the requirements of Section 102, the
Participant shall (1) agree and acknowledge that he or she have received and
read the Plan, the Section 102 Letter; (2) undertake all the provisions set
forth in: Section 102 (including provisions regarding the applicable Tax Track
that the Company or Affiliate has selected), the Section 102 Rules, the Plan,
the award document, the Section 102 Letter and the Trust Agreement; and (3)
subject to the provisions of Section 102 and the Rules, undertake not to sell
or release the Underlying Shares from Trust before the end of the Holding
Period.



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