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.
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Incremental (Aggregate)
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Number of
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Restricted Stock Units
Vested
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Vesting Date
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50%
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December 1, 2008
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50%
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March 1, 2009
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3.
Acceleration . In the event of any involuntary termination
of employment of the Grantee (other than an involuntary termination
for “cau