Optium Corporation Stock Option Grant Notices to Mark S. Colyar

Contract Categories: Business Finance Stock Agreements
Summary

Optium Corporation has granted Mark S. Colyar several options to purchase shares of its non-voting common stock under its Stock Incentive Plan. Each notice specifies the number of shares, exercise price, vesting schedule, and expiration date. Some options include accelerated vesting if Mr. Colyar is terminated without cause or resigns for good reason following a change in control. The options are subject to the terms of the Stock Incentive Plan and related agreements, and may be exercised in full at any time, with unvested shares subject to repurchase by the company until vested.

EX-10.37 4 a2180227zex-10_37.htm EX-10.37
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 10.37

OPTIUM CORPORATION

Notice of Grant of Stock Option

        Mark S. Colyar (the "Grantee") has been granted an option (the "Option") to purchase certain shares of Optium Corporation (the "Company") non-voting common stock (the "Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the "Plan"), as follows:


Grant Date:

 

April 14, 2006

Number of Option Shares:

 

1,100,000

Exercise Price (per share):

 

$0.77

Expiration Date:

 

April 13, 2016

Tax Status of Option:

 

Non-Qualified Option

 Vested Shares:    Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not terminated prior to any applicable date set forth below, the Shares will vest 25% on April 1, 2007 and 2.08% monthly thereafter with the final vesting occurring on April 1, 2010. Fractional shares are not exercisable until fractional shares equal a whole share.

        Vesting Acceleration of 25% of original grant (or 100% of remaining unvested portion if less) if either the following occur (i) termination of the Grantee by the Company (or its successor) without Cause (as defined in the Plan or any superceding employment agreement) or (ii) Constructive Termination (as defined in the Plan or any superceding employment agreement) with one year of a Change in Control (as defined in the Plan or any superceding employment agreement).

        This option shall be a reverse vesting option (i.e., the Grantee may exercise the entire grant at anytime and the exercise of the unvested portion shall result in the issuance of unvested restricted stock subject to vesting and repurchase by the Company, pursuant to an agreement with terms determined by the Company in its sole discretion to reflect the vesting provisions of this Option.

        By their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

OPTIUM, INC.        

By:

/s/  EITAN GERTEL      

 

By:

/s/  MARK S. COLYAR      
  Name:   Eitan Gertel     Mark S. Colyar
  Title:   President & CEO        

 

Address:

 

500 Horizon Drive

 

 

Address:

 
      Suite #505
Chalfont, PA 18914
       

ATTACHMENTS:    Optium Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement.


OPTIUM CORPORATION

Notice of Grant of Stock Option

        Mark S. Colyar (the "Grantee") has been granted an option (the "Option") to purchase certain shares of Optium Corporation (the "Company") non-voting common stock (the "Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the "Plan"), as follows:


Grant Date:

 

4/5/2005

Number of Option Shares:

 

450,000

Exercise Price (per share):

 

$0.08

Expiration Date:

 

4/5/2015

Tax Status of Option:

 

Incentive Stock Option

 Vested Shares:    Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not terminated prior to any applicable date set forth below, the Shares will vest 25% on 4/1/2006 and 2.08% monthly thereafter with the final vesting occurring on 4/1/2009. Fractional shares are not exercisable until fractional shares equal a whole share.

        By their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

OPTIUM, INC.        

By:

/s/  EITAN GERTEL      

 

By:

/s/  MARK S. COLYAR      
  Name:   Eitan Gertel     Mark S. Colyar
  Title:   President & CEO        

 

Address:

 

500 Horizon Drive

 

 

Address:

 
      Suite #505
Chalfont, PA 18914
       

ATTACHMENTS:    Optium Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement.


OPTIUM CORPORATION

Notice of Grant of Stock Option

        Mark Colyar (the "Grantee") has been granted an option (the "Option") to purchase certain shares of Optium Corporation (the "Company") non-voting common stock (the "Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the "Plan"), as follows:


Grant Date:

 

March 1, 2004

Number of Option Shares:

 

200,000

Exercise Price (per share):

 

$0.07

Expiration Date:

 

February 28, 2014

Tax Status of Option:

 

Incentive Stock Option

 Vested Shares:    Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not terminated prior to any applicable date set forth below, the Shares will vest 25% on March 1, 2005 and 2.08% monthly thereafter with the final vesting occurring on February 1, 2008. Fractional shares are not exercisable until fractional shares equal a whole share.

        By their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

OPTIUM, INC.        

By:

/s/  EITAN GERTEL      

 

By:

/s/  MARK S. COLYAR      
  Name:   Eitan Gertel     Mark S. Colyar
  Title:   President        

 

Address:

 

500 Horizon Drive

 

 

Address:

 
      Suite #505
Chalfont, PA 18914
       

ATTACHMENTS:    Optium Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement.


OPTIUM CORPORATION

Notice of Grant of Stock Option

        Mark Colyar (the "Grantee") has been granted an option (the "Option") to purchase certain shares of Optium Corporation (the "Company") non-voting common stock (the "Stock") pursuant to the Optium Corporation Stock Incentive Plan (the "Plan"), as follows:


Grant Date:

 

May 1, 2003

Number of Option Shares:

 

175,000 shares of Stock

Exercise Price (per share):

 

$0.04

Expiration Date:

 

May 1, 2013

Tax Status of Option:

 

Incentive Stock Option

 Vested Shares:    Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not terminated prior to any applicable date set forth below, the number of Vested Shares as of each date set forth below shall be:

Vesting Date

  Vested Shares
May 1, 2003   83,845

Plus:

 

 

June 1, 2003 and each full month
thereafter until May 1, 2005

 

3,645

June 1, 2005

 

3,675

Additional Vesting Provisions:

1.
100% of any unvested Stock shall vest if either of the following occur within one year following a Change in Control (as defined in the Plan): (i) termination of the Grantee by the Company (or its successor) Without Cause (as defined in the Plan) or (ii) if the Grantee resigns with Good Reason (as defined in the Plan).

2.
This Option shall be a reverse vesting option (i.e., the Grantee may exercise the entire grant at anytime and the exercise of any unvested portion shall result in the issuance of unvested restricted stock subject to vesting and repurchase by the Company, pursuant to an agreement with terms determined by the Company in its sole discretion to reflect the vesting provisions of this Option).

        By their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

OPTIUM CORPORATION        

By:

/s/  PAUL SUCHOSKI      

 

By:

/s/  MARK COLYAR      
  Name:   Paul Suchoski     Mark Colyar
  Title:   CEO        

 

Address:

 

2721 Discovery Drive
Suite #500
Orlando, FL 32826

 

 

Address:

 

ATTACHMENTS:    Optium Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement.


OPTIUM CORPORATION

Notice of Grant of Stock Option

        Mark Colyar (the "Grantee") has been granted an option (the "Option") to purchase certain shares of Optium Corporation (the "Company") non-voting common stock (the "Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the "Plan"), as follows:


Grant Date:

 

May 1, 2003

Number of Option Shares:

 

500,000 shares of Stock

Exercise Price (per share):

 

$0.04

Expiration Date:

 

May 1, 2013

Tax Status of Option:

 

Incentive Stock Option

 Vested Shares:    Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not terminated prior to any applicable date set forth below, the number of Vested Shares as of each date set forth below shall be:

Vesting Date

  Vested Shares
February 1, 2004   125,000

Plus:

 

 

March 1, 2004 and each full month
thereafter until January 1, 2007

 

10,416

February 1, 2007

 

10,440

        By their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

OPTIUM, INC.        

By:

/s/  PAUL SUCHOSKI      

 

By:

/s/  MARK COLYAR      
  Name:   Paul Suchoski     Mark Colyar
  Title:   CEO        

 

Address:

 

2721 Discovery Drive
Suite #500
Orlando, FL 32826

 

 

Address:

 

ATTACHMENTS:    Optium Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement.


Additional Agreement

        All Option grants dated on or prior to April 14, 2006 held by Grantee are subject to reverse vesting (i.e., the Grantee may exercise the entire grant at any time and the exercise of the unvested portion shall result in the issuance of unvested restricted stock subject to vesting and repurchase by the Company pursuant to an agreement with terms determined by the Company in its sole discretion to reflect the vesting provisions of the applicable Option).




QuickLinks

    Exhibit 10.37