Exhibit
10.5


DEFERRED
STOCK AWARD AGREEMENT

UNDER THE OPTIUM CORPORATION

2006 STOCK OPTION AND INCENTIVE PLAN


Name of Grantee: 
Anthony Musto

No. of Restricted Stock Units Granted: 
29,000

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

  






 


In addition, 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), within one year of an
Acquisition (as defined in the Plan).


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 of such taxable event. 
The Grantee may elect to have the required minimum tax withholding 



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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/ Eitan Gertel

  
	
   

  	
   

  	
  Title: CEO

  



 


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


	
  Dated:

  	
  September 25, 2007

  	
   

  	
   

  	
  /s/ Anthony Musto

  
	
   

  	
   

  	
   

  	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Grantee’s name and address:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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