<Page>
Exhibit 10.2
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "AGREEMENT") is made and
entered
into this __ day of June, 2006, by and between Optium Corporation,
a Delaware
corporation (the "COMPANY," which term shall include, where
appropriate, any
Entity (as hereinafter defined) controlled, directly or indirectly,
by the
Company) and _________________ (the "INDEMNITEE"):
WHEREAS, it is essential to the Company that it be able to retain
and
attract as directors and executive officers the most capable
persons available;
WHEREAS, increased corporate litigation has subjected directors
and
executive officers to litigation risks and expenses, and the
limitations on the
availability of directors and officers liability insurance have
made it
increasingly difficult for the Company to attract and retain such
persons;
WHEREAS, the Company's By-laws, as amended from time to time
(the
"BY-LAWS") require it to indemnify its directors and executive
officers to the
fullest extent permitted by law and permit it to make other
indemnification
arrangements and agreements;
WHEREAS, the Company desires to provide Indemnitee with
specific
contractual assurance of Indemnitee's rights to full
indemnification against
litigation risks and expenses (regardless, among other things, of
any amendment
to or revocation of the Company's Fifth Amended and Restated
Certificate of
Incorporation, as amended from time to time (the "CERTIFICATE OF
INCORPORATION")
or By-laws or any change in the ownership of the Company or the
composition of
its Board of Directors);
WHEREAS, the Company intends that this Agreement provide
Indemnitee
with greater protection than that which is provided by the
Company's By-laws;
and
WHEREAS, Indemnitee is relying upon the rights afforded under
this
Agreement in becoming or continuing as a director or executive
officer of the
Company.
NOW, THEREFORE, in consideration of the promises and the
covenants
contained herein, the Company and Indemnitee do hereby covenant and
agree as
follows:
1. DEFINITIONS.
(a) "Corporate Status" describes the status of a person who is
serving or has served (i) as a director of the Company, (ii) as
an
executive officer of the Company, (iii) in any capacity with
respect
to any employee benefit plan of the Company, or (iv) as a
director,
partner, trustee, officer, employee, or agent of any other Entity
at
the request of the Company. For purposes of subsection (iv) of
this
Section 1(a), if Indemnitee is serving or has served as a
director,
partner,
trustee,
<Page>
officer, employee or agent of a Subsidiary, Indemnitee shall be
deemed to be serving at the request of the Company.
(b) "Entity" shall mean any corporation, partnership, limited
liability
company, joint venture, trust, foundation, association,
organization or other legal entity.
(c) "Enterprise" shall mean the Company and any other
corporation,
partnership, joint venture, trust, employee benefit plan or
other
enterprise of which Indemnitee is or was serving at the request
of
the Company as a director, officer, employee, agent or
fiduciary.
(d) "Expenses" shall mean all fees, costs and expenses incurred
by
Indemnitee in connection with any Proceeding (as defined
below),
including, without limitation, attorneys' fees, disbursements
and
retainers (including, without limitation, any such fees,
disbursements and retainers incurred by Indemnitee pursuant to
Sections 13 and 14(c) of this Agreement), fees and disbursements
of
expert witnesses, private investigators and professional
advisors
(including, without limitation, accountants and investment
bankers),
court costs, transcript costs, fees of experts, travel
expenses,
duplicating, printing and binding costs, telephone and fax
transmission charges, postage, delivery services, secretarial
services,
and other disbursements and expenses.
(e) "Indemnifiable Amounts" shall have the meaning ascribed to
that
term in Section 3 below.
(f) "Liabilities" shall mean judgments, damages, liabilities,
losses, penalties, excise taxes, fines and amounts paid in
settlement.
(g) "Proceeding" shall mean any threatened, pending or
completed
claim, action, suit, arbitration, alternate dispute resolution
process, investigation, administrative hearing, appeal, or any
other
proceeding, whether civil, criminal, administrative, arbitrative
or
investigative, whether formal or informal, including a
proceeding
initiated by Indemnitee pursuant to Section 13 of this Agreement
to
enforce Indemnitee's rights hereunder.
(h) "Subsidiary" shall mean any corporation, partnership,
limited
liability company, joint venture, trust or other Entity of which
the
Company owns (either directly or through or together with
another
Subsidiary of the Company) either (i) a general partner,
managing
member or other similar interest or (ii) (A) 50% or more of the
voting power of the voting capital equity interests of such
corporation, partnership, limited liability company, joint
venture
or other Entity, or (B) 50% or more of the outstanding voting
capital stock or other voting equity interests of such
corporation,
partnership, limited liability company, joint venture or other
Entity.
2. SERVICES OF INDEMNITEE. In consideration of the Company's
covenants
and commitments hereunder, Indemnitee agrees to serve or continue
to serve as a
director or
<Page>
executive officer of the Company. However, this Agreement shall not
impose any
obligation on Indemnitee or the Company to continue Indemnitee's
service to the
Company beyond any period otherwise required by law or by other
agreements or
commitments of the parties, if any. Indemnitee may at any time and
for any
reason resign from such position (subject to any other contractual
obligation or
any obligation imposed by operation of law), upon which event the
Company shall
have no obligation under this Agreement to continue Indemnitee in
such position.
Notwithstanding the forgoing, this Agreement shall continue in
force after
Indemnitee has ceased to serve as a director or executive officer
of the
Company.
3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall
indemnify
Indemnitee in accordance with the provisions of this Section 3 if
Indemnitee is,
or is threatened to be made, by reason of Indemnitee's Corporate
Status, a party
to or a participant in any Proceeding, other than a Proceeding by
or in the
right of the Company to procure a judgment in its favor. Pursuant
to this
Section 3, Indemnitee shall be indemnified against all Expenses and
Liabilities
actually and reasonably incurred by Indemnitee or on his behalf in
connection
with such Proceeding or any claim, issue or matter therein
(indemnifiable
Expenses and Liabilities collectively referred herein as
"INDEMNIFIABLE
AMOUNTS"), if Indemnitee acted in good faith and in a manner he
reasonably
believed to be in or not opposed to the best interests of the
Company and, in
the case of a criminal Proceeding, had not reasonable cause to
believe that his
conduct was unlawful. Indemnitee shall not enter into any
settlement in
connection with a Proceeding without the consent of the Company,
which shall not
be unreasonably held or delayed.
4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
The
Company shall indemnify Indemnitee in accordance with the
provisions of this
Section 4 if Indemnitee is, or is threatened to be made, by reason
of
Indemnitee's Corporate Status, a party to or a participant in any
Proceeding by
or in the right of the Company to procure a judgment in its favor.
Pursuant to
this Section 4, Indemnitee shall be indemnified against all
Expenses actually
and reasonably incurred by him or on his behalf in connection with
such
Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best
interests of the Company. No indemnification for Expenses shall be
made under
this Section 4 in respect of any claim, issue or matter as to which
Indemnitee
shall have been finally adjudged by a court to be liable to the
Company, unless
and only to the extent that the Delaware Court of Chancery (the
"DELAWARE
CHANCERY COURT") or any court in which the Proceeding was brought
shall
determine upon application that, despite the adjudication of
liability, but in
view of all the circumstances of the case, Indemnitee is fairly and
reasonably
entitled to indemnification for such Expenses as the Delaware
Chancery Court or
such other court shall deem proper.
5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR
PARTLY
SUCCESSFUL. If Indemnitee is not wholly successful in such
Proceeding but is
successful, on the merits or otherwise, as to one or more but less
than all
claims, issues or matters in such Proceeding, the Company shall
indemnify
Indemnitee against: (a) all Expenses reasonably incurred by
Indemnitee or on
Indemnitee's behalf in connection with each successfully resolved
claim, issue
or matter; and (b) any claim, issue or matter related to any such
successfully
resolved claim, issue or matter. For purposes of this Agreement,
the termination
of any claim, issue or matter in such a Proceeding by dismissal,
with or without
prejudice, by reason of settlement, judgment, order or otherwise,
shall be
deemed to be a successful result as to such claim, issue or
matter.
<Page>
6. PROCEDURE FOR PAYMENT OF INDEMNIFIABLE AMOUNTS. Indemnitee
shall
submit to the Company a written request specifying the
Indemnifiable Amounts for
which Indemnitee seeks payment under Sections 3, 4 or 5 of this
Agreement and
the basis for the claim. The Company shall pay such Indemnifiable
Amounts to
Indemnitee promptly upon receipt of its request. At the request of
the Company,
Indemnitee shall furnish such documentation and information as are
reasonably
available to Indemnitee and necessary to establish that Indemnitee
is entitled
to indemnification hereunder.
7. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any
other
provision of this Agreement, to the extent that Indemnitee is, by
reason of his
Corporate Status, a witness in any Proceeding to which Indemnitee
is not a
party, he shall be indemnified against all Expenses actually and
reasonably
incurred by him or on his behalf in connection therewith.
8. EFFECT OF CERTAIN RESOLUTIONS. Neither the settlement or
termination
of any Proceeding nor the failure of the Company to award
indemnification or to
determine that indemnification is payable shall create a
presumption that
Indemnitee is not entitled to indemnification hereunder. In
addition, the
termination of any proceeding by judgment, order, settlement,
conviction, or
upon a plea of NOLO CONTENDERE or its equivalent shall not create a
presumption
that Indemnitee did not act in good faith and in a manner which
Indemnitee
reasonably believed to be in or not opposed to the best interests
of the Company
or, with respect to any criminal Proceeding, had reasonable cause
to believe
that Indemnitee's action was unlawful.
9. EXCLUSIONS. Notwithstanding any provision in this Agreement to
the
contrary, the Company shall not be obligated under this Agreement
to make any
indemnity in connection with any claim made against Indemnitee:
(a) for which payment has actually been made to or on behalf of
Indemnitee under any insurance policy or other indemnity
provision,
except with respect to any excess beyond the amount paid under
any
insurance policy or other indemnity provisions;
(b) for an accounting of profits made from the purchase and sale
(or
sale and purchase) by Indemnitee of securities of the Company
within
the meaning of Section 16(b) of the Securities Exchange Act of
1934,
as amended, or similar provisions of state statutory law or
common
law; or
(c) for which payment is prohibited by applicable law.
10. AGREEMENT TO ADVANCE EXPENSES; UNDERTAKING. The Company
shall
advance all Expenses incurred by or on behalf of Indemnitee in
connection with
any Proceeding, including a Proceeding by or in the right of the
Company, in
which Indemnitee is involved by reason of such Indemnitee's
Corporate Status
within thirty (30) calendar days after the receipt by the Company
of a written
statement from Indemnitee requesting such advance or advances from
time to time,
whether prior to or after final disposition of such Proceeding.
Adv
