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EXHIBIT 10.57 DEFERRED STOCK AWARD AGREEMENT
UNDER THE OPTIUM CORPORATION
2006 STOCK OPTION AND INCENTIVE PLAN Name of Grantee:
Christopher Brown
No. of Restricted Stock Units Granted: 2,000
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 "cause" (as
determined
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