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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 by the Company in its absolute discretion)), 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. 4.
Forfeiture . If the Grantee’s employment with the
Company and its Subsidiaries is voluntarily terminated by the
Grantee or involuntarily terminated for "cause" (as determined by
the Company in its absolute discretion) prior to vesting of
Restricted Stock Units granted herein, all Restricted Stock Units
shall immediately and automatically be forfeited and returned to
the Company.
5. 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
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