Exhibit 10.1


DEFERRED
STOCK AWARD AGREEMENT

UNDER THE OPTIUM CORPORATION

2006 STOCK OPTION AND INCENTIVE PLAN


Name of Grantee: 


No. of Restricted Stock Units Granted: 


Grant Date:


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

  
	
   

  	
   

  	
   

  






 


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 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.


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:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


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


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Grantee’s name and address:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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