Optium Corporation Stock Option Grant Notices to Anthony R. Musto under Stock Incentive Plan

Summary

Optium Corporation has granted Anthony R. Musto several options to purchase non-voting common stock under its Stock Incentive Plan. Each grant specifies the number of shares, exercise price, vesting schedule, and expiration date. Some options include accelerated vesting if Mr. Musto 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-10.39 6 a2180227zex-10_39.htm EX-10.39
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Exhibit 10.39

OPTIUM CORPORATION

Notice of Grant of Stock Option

Anthony R. Musto (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/ ANTHONY R. MUSTO
	Name:	Eitan Gertel		Anthony R. Musto
	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

Grant Date:		4/5/2005
Number of Option Shares:		300,000
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.

OPTIUM, INC.

By:	/s/ EITAN GERTEL		By:	/s/ ANTHONY R. MUSTO
	Name:	Eitan Gertel		Anthony R. Musto
	Title:	President & CEO
	Address:	500 Horizon Drive		Address:
		Suite #505 Chalfont, PA 18914

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

OPTIUM CORPORATION

Notice of Grant of Stock Option

Anthony Musto (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:		450,000 shares of Stock
Exercise Price (per share):		$0.04
Expiration Date:		May 1, 2013
Tax Status of Option:		Incentive Stock Option

Vesting Date		Vested Shares
February 1, 2004		112,500
Plus:
March 1, 2004 and each full month thereafter until January 1, 2007		9,375
February 1, 2007		9,375

OPTIUM, INC.

By:	/s/ PAUL SUCHOSKI		By:	/s/ ANTHONY MUSTO
	Name:	Paul Suchoski		Anthony Musto
	Title:	CEO
	Address:	2721 Discovery Drive		Address:
		Suite #500 Orlando, FL 32826

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

OPTIUM CORPORATION

Notice of Grant of Stock Option

Anthony Musto (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:		100,000 shares of Stock
Exercise Price (per share):		$0.04
Expiration Date:		May 1, 2013
Tax Status of Option:		Incentive Stock Option

Vesting Date		Vested Shares
May 1, 2003		47,913
Plus:
June 1, 2003 and each full month thereafter until May 1, 2005		2,083
June 1, 2005		2,095

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).

OPTIUM CORPORATION

By:	/s/ PAUL SUCHOSKI		By:	/s/ ANTHONY MUSTO
	Name:	Paul Suchoski		Anthony Musto
	Title:	CEO
	Address:	2721 Discovery Drive		Address:
		Suite #500 Orlando, FL 32826

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 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).

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