Exhibit
10.2


DEFERRED STOCK
AWARD AGREEMENT

UNDER THE OPTIUM CORPORATION

2006 STOCK OPTION AND INCENTIVE PLAN


Name of Grantee: 
Eitan Gertel

No. of Restricted Stock Units Granted:  77,500

Grant Date:  September 25,
2007


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

  
	
  12.5% of the
  Restricted Stock Units rounded

  down to the nearest whole unit

  	
   

  	
  Each of January
  1, April 1,

  July 1 and October 1, 2008;

  and January 1, April 1 and July 1, 2009

  
	
   

  	
   

  	
   

  
	
  The remaining
  balance of Restricted Stock Units

  	
   

  	
  October 1, 2009

  






 


The grant shall be subject to acceleration of 25% of
original grant (or 100% of remaining unvested portion if less) following (i)
termination without Cause or (ii) Constructive Termination (each as defined in
the Employee’s employment agreement) prior to an Acquisition (as defined in the
Plan); provided that such percentages shall be 100% within one year following
an Acquisition.


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 



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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 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/ David Renner

  
	
   

  	
   

  	
  Title: CFO

  



 


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


	
  Dated: 

  	
  September 25, 2007

  	
   

  	
  /s/ Eitan Gertel

  
	
   

  	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee’s name and address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 



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