FINISAR CORP (Form: S-8, Received: 09/19/2008 17:11:15)

As Filed with the Securities and Exchange Commission on September 19, 2008

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Finisar Corporation

(Exact name of registrant as specified in its charter)


Delaware		94-3038428

(State or other jurisdiction		(I.R.S. employer identification no.)
of incorporation or organization)

1389 Moffett Park Drive
Sunnyvale, CA 94089

(Address of principal executive offices) (Zip code)

Options Granted Under the Optium Corporation
2000 Stock Incentive Plan and Assumed by
Finisar Corporation;
Options and Restricted Stock Units Granted
Under the Optium Corporation 2006 Stock
Option and Incentive Plan and Assumed by
Finisar Corporation;
Warrants to Purchase Common Stock Assumed
by Finisar Corporation
(Full title of the plan)

Stephen K. Workman
Senior Vice President, Finance and Chief Financial Officer
Finisar Corporation
1389 Moffett Park Drive
Sunnyvale, CA 94089

(Name and address of agent for service)

Telephone number, including area code, of agent for service: (408) 548-1000.

This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE



		Proposed	Proposed
Title of		maximum	maximum
Securities to be	Amount to be	offering price	aggregate	Amount of
registered ¹	registered ²	per share ³	offering price ³	registration fee
Assumed Options under the Optium Corporation 2000 Stock Incentive Plan ⁴
Common Stock	9,921,165	$.81	$8,036,144	$315.82
Par Value $0.001
Assumed Options Under the Optium Corporation 2006 Stock Option and Incentive Plan ⁵
Common Stock	5,031,139	$2.49	$12,527,536	$492.33
Par Value $0.001
Assumed Restricted Stock Units Granted Under the Optium Corporation 2006 Stock Option and Incentive Plan ⁶
Common Stock	1,947,509	$1.04	$2,025,409	$79.60
Par Value $0.001
Assumed Warrants to Purchase Common Stock ⁷
Common Stock	303,686	$0.10	$30,369	$1.19
Par Value $0.001
TOTALS	17,203,499		$22,619,458	$888.94


¹		The securities to be registered include options and rights to acquire Common Stock.

²		Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

³		Estimated pursuant to Rule 457 solely for purposes of calculating the registration fee. As to shares subject to outstanding but unexercised options under the Optium Corporation 2000 Stock Incentive Plan and the Optium Corporation 2006 Stock Option and Incentive Plan, the price is computed on the basis of the weighted average exercise price of the options. As to the shares subject to outstanding restricted stock units under the Optium Corporation 2006 Stock Option and Incentive Plan, the price is based upon the average of the high and low prices of the registrant’s common stock on September 17, 2008, as reported on the NASDAQ Global Select Market. As to shares subject to outstanding but unexercised warrants, the price is computed on the basis of the price at which the warrants may be exercised.

⁴		Represents shares of common stock subject to issuance upon the exercise of options outstanding under the Optium Corporation 2000 Stock Incentive Plan and assumed by the registrant pursuant to the Agreement and Plan of Merger, dated May 15, 2008, by and among the registrant, Fig Combination Corporation, a wholly-owned subsidiary of the registrant, and Optium Corporation (the “Merger Agreement”).

⁵		Represents shares of common stock subject to issuance upon the exercise of options outstanding under the Optium Corporation 2006 Stock Option and Incentive Plan and assumed by the registrant pursuant to the Merger Agreement.

⁶		Represents shares of common stock subject to issuance upon the settlement of restricted stock units outstanding under the Optium Corporation 2006 Stock Option and Incentive Plan and assumed by the registrant pursuant to the Merger Agreement.

⁷		Represents shares of common stock subject to issuance upon the exercise of warrants outstanding and assumed by the registrant pursuant to the Merger Agreement.

TABLE OF CONTENTS


PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURE
EXHIBIT INDEX
EXHIBIT 5
EXHIBIT 23.2
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Finisar Corporation (the “Registrant”) hereby incorporates by reference in this registration statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a) The Registrant’s latest annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), containing audited financial statements for the Registrant’s latest fiscal year ended April 30, 2008, as filed with the Commission on June 30, 2008.

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s annual report referred to in (a) above.

(c) The Registrant’s Registration Statement on Form 8-A filed with the Commission on November 8, 1999 pursuant to Section 12(g) of the Exchange Act, in which there is described the terms, rights and provisions applicable to the Registrant’s Common Stock.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities

The class of securities to be offered is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

Inapplicable.

Item 6. Indemnification of Directors and Officers

Section 102(b) of the General Corporation Law of the State of Delaware authorizes a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to a corporation or its stockholders for monetary damages for breach or alleged breach of the director’s “duty of care.” While this statute does not change a director’s duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on a director’s duty of loyalty or liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of dividends or stock redemptions or repurchases, or

for any transaction from which the director derives an improper personal benefit. As permitted by the statute, the Registrant has adopted provisions in its Certificate of Incorporation which eliminate to the fullest extent permissible under Delaware law the personal liability of its directors to the Registrant and its stockholders for monetary damages for breach or alleged breach of their duty of care.

Section 145 of the General Corporation Law of the State of Delaware permits indemnification of officers, directors and other corporate agents under certain circumstances and subject to certain limitations. The Registrant’s Certificate of Incorporation and Bylaws provide that the Registrant shall indemnify its directors, officers, employees and agents to the full extent permitted by the General Corporation Law of the State of Delaware, including in circumstances in which indemnification is otherwise discretionary under such law. In addition, with the approval of the Board of Directors and the stockholders, the Registrant has entered into separate indemnification agreements with its directors, officers and certain employees which require the Registrant, among other things, to indemnify them against certain liabilities which may arise by reason of their status or service (other than liabilities arising from willful misconduct of a culpable nature) and to obtain directors’ and officers’ insurance, if available on reasonable terms.

Section 145 of the General Corporation Law of the State of Delaware provides for indemnification in terms sufficiently broad to indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

The Registrant’s executive Chairman of the Board, its former Chief Technical Officer and its Senior Vice President—Finance and Chief Financial Officer have been named as defendants in a securities class action lawsuit filed against the Registrant and an underwriter in the Registrant’s initial public offering in November 1999 and a secondary offering in April 2000. Although the parties reached an agreement in principle with respect to the settlement of the litigation, before final court approval of the settlement, the United States Court of Appeals vacated the class certification of the plaintiff’s claims against the underwriters in related test cases, and the proposed settlement was thereafter withdrawn. Should the litigation proceed, these officers are likely to assert claims for indemnification. Certain current or former officers and directors of the Registrant also have been named as defendants in a derivative lawsuit in which the plaintiffs have alleged that certain current or former officers and directors of the Registrant caused it to grant stock options at less than fair market value, contrary to its public statements (including its financial statements), and that, as a result, those officers and directors are liable to the Registrant. These current or former officers and directors either have asserted or are likely to assert a claim for indemnification in connection with this litigation. Other than the securities class action litigation and the stock option derivative litigation, there is no pending litigation or proceeding involving a director, officer, employee or other agent of the Registrant in which indemnification is being sought nor is the Registrant aware of any threatened litigation that may result in a claim for indemnification by any director, officer, employee or other agent of the Registrant.

The Registrant has obtained liability insurance for the benefit of its directors and officers.

Item 7. Exemption From Registration Claimed

Inapplicable.

Item 8. Exhibits

See Exhibit Index.

Item 9. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided , however , that paragraphs (1)(i) and (l)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on September 19, 2008.


	Finisar Corporation
	By:	/s/ Stephen K. Workman
		Stephen K. Workman, Senior Vice
		President, Finance and Chief Financial Officer

SIGNATURES AND POWER OF ATTORNEY

The officers and directors of Finisar Corporation whose signatures appear below, hereby constitute and appoint Eitan Gertel and Stephen K. Workman, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Eitan Gertel	Chief Executive Officer	September 19, 2008
Eitan Gertel	(Principal Executive Officer)

/s/ Stephen K. Workman	Senior Vice President, Finance	September 19, 2008
Stephen K. Workman	and Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Jerry S. Rawls	Chairman of the Board	September 19, 2008
Jerry S. Rawls

	Director
Christopher Crespi

	Director
Roger C. Ferguson

/s/ David C. Fries	Director	September 19, 2008
David C. Fries

/s/ Morgan Jones	Director	September 19, 2008
Morgan Jones


Signature	Title	Date

/s/ Larry D. Mitchell	Director	September 19, 2008
Larry D. Mitchell

/s/ Robert N. Stephens	Director	September 19, 2008
Robert N. Stephens

/s/ Dominique Trempont	Director	September 19, 2008
Dominique Trempont

EXHIBIT INDEX

4.1		Amended and Restated Certificate of Incorporation of the Registrant is incorporated by reference to Exhibit 3.11 to Registrant’s Annual Report on Form 10-K filed July 29, 2005

4.2		Amended and Restated Bylaws of the Registrant are incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed December 4, 2007

4.3		Form of Rights Agreement between the Registrant and American Stock Transfer and Trust Company, as Rights Agent (including as Exhibit A the form of Certificate of Designation, Preferences and Rights of the Terms of the Series RP Preferred Stock, as Exhibit B the form of Right Certificate, and as Exhibit C the Summary of Terms of Rights Agreement) are incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed September 27, 2002

5		Legal Opinion of DLA Piper LLP (US)

23.1		Consent of Counsel (included in Exhibit 5)

23.2		Consent of Ernst & Young LLP

24		Power of Attorney (included in signature pages to this registration statement)

99.1		Optium Corporation 2000 Stock Incentive Plan

99.2		Optium Corporation 2006 Stock Option and Incentive Plan and Israeli Addendum to 2006 Stock Option and Incentive Plan

99.3		Form of Amended and Restated Warrant to Purchase Common Stock

EXHIBIT 5

DLA Piper LLP (US)
2000 University Avenue
East Palo Alto, California 94303-2214
www.dlapiper.com

T 650.833.2000
F 650.833.2001

September 19, 2008

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

As legal counsel for Finisar Corporation, a Delaware corporation (the “Registrant”), we are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended, of up to 17,203,499 shares of the Common Stock, $0.001 par value, of the Registrant (the “Shares”) which may be issued upon the exercise of options granted under the Optium Corporation 2000 Stock Incentive Plan, upon the exercise of options and the settlement of restricted stock units granted under the Optium Corporation 2006 Stock Option and Incentive Plan and upon the exercise of outstanding warrants, all of which have been assumed by the Registrant (collectively, the “Assumed Awards”) in accordance with the terms of the Agreement and Plan of Merger, dated May 15, 2008, by and among the Registrant, Fig Combination Corporation, a wholly-owned subsidiary of the Registrant, and Optium Corporation (the “Merger Agreement”).

We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We are admitted to practice only in the State of California and we express no opinion concerning any law other than the law of the State of California, the corporation laws of the State of Delaware and the federal law of the United States. As to matters of Delaware corporation law, we have based our opinion solely upon our examination of such laws and the rules and regulations of the authorities administering such laws, all as reported in standard, unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of California.

Based on such examination, we are of the opinion that the Shares which may be issued upon the exercise or settlement of the Assumed Awards are duly authorized and, when issued against receipt of the consideration therefor in accordance with the provisions of the Merger Agreement and the award agreements evidencing the Assumed Awards, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears in said Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.

Respectfully submitted,

DLA PIPER LLP (US)

/s/ DLA PIPER LLP (US)

EXHIBIT 23.2

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Options Granted Under the Optium Corporation 2000 Stock Incentive Plan and Assumed by Finisar Corporation; Options and Restricted Stock Units Granted Under the Optium Corporation 2006 Stock Option and Incentive Plan and Assumed by Finisar Corporation; and Warrants to Purchase Common Stock Assumed by Finisar Corporation of our reports dated June 30, 2008, with respect to the consolidated financial statements and schedule of Finisar Corporation and the effectiveness of internal control over financial reporting of Finisar Corporation, included in its Annual Report (Form 10-K) for the year ended April 30, 2008, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California
September 15, 2008

Exhibit 99.1

OPTIUM CORPORATION
STOCK INCENTIVE PLAN, as amended
ARTICLE I

PURPOSE

The purpose of this Plan is to promote the interests of the Company by providing the opportunity to purchase Shares or to receive compensation which is based upon appreciation in the value of Shares to Employees and Key Persons in order to attract and retain Employees and Key Persons by providing an incentive to work to increase the value of Shares and a stake in the future of the Company which corresponds to the stake of each of the Company’s shareholders. The Plan provides for the grant of ISOs, Non-ISOs, Restricted Stock Awards and Stock Appreciation Rights to aid the Company in obtaining these goals.

ARTICLE II

DEFINITIONS

Each term set forth in this Article shall have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular, and reference to one gender shall include the other gender.

2.1. Board means the Board of Directors of the Company.

2.2. Cause shall mean an act or acts by an employee involving (a) the use for profit or disclosure to unauthorized persons of confidential information or trade secrets of the Company, (b) the breach of any contract with the Company, (c) the violation of any fiduciary obligation to the Company, (d) the unlawful trading in the securities of the Company or of another corporation based on information gained as a result of the performance of services for the Company, (e) a felony conviction or the failure to contest prosecution of a felony, or (f) willful misconduct, dishonesty, embezzlement, fraud, deceit or civil rights violations, or other unlawful acts.

2.3. Change of Control means either of the following:

(a) any transaction or series of transactions pursuant to which the Company sells, transfers, leases, exchanges or disposes of substantially all (i.e., at least eighty-five percent (85%)) of its assets for cash or property, or for a combination of cash and property, or for other consideration; or

(b) any transaction pursuant to which persons who are not current shareholders of the Company acquire by merger, consolidation, reorganization, division or other business combination or transaction, or by a purchase of an interest in the Company, an interest in the Company so that after such transaction, the shareholders of the Company immediately prior to such transaction no longer have a controlling (i.e., 50% or more) voting interest in the Company.

However, notwithstanding the foregoing, in no event shall an initial public offering of the Company’s common stock constitute a Change of Control.

2.4. Code means the Internal Revenue Code of 1986, as amended.

2.5. Committee means any committee appointed by the Board to administer the Plan, as specified in Article 5 hereof. Any such committee shall be comprised entirely of Directors.

2.6. Common Stock means the voting and/or non-voting common stock of the Company, as applicable.

2.7. Company means Optium Corporation, a Delaware corporation, and any successor to such organization.

2.8. Constructive Discharge means a termination of employment with the Company by an Employee due to any of the following events if the termination occurs within thirty (30) days of such event:

(a) Forced Relocation or Transfer . The Employee may continue employment with the Company (or a successor employer), but such employment is contingent on the Employee’s being transferred to a site of employment which is located further than 50 miles from the Employee’s current site of employment. For this purpose, an Employee’s site of employment shall be the site of employment to which they are assigned as their home base, from which their work is assigned, or to which they report, and shall be determined by the Committee in its sole discretion on the basis of the facts and circumstances.

(b) Decrease in Salary or Wages . The Employee may continue employment with the Company (or a successor employer), but such employment is contingent upon the Employee’s acceptance of a salary or wage rate which is less than the Employee’s prior salary or wage rate.

(c) Significant and Substantial Reduction in Benefits . The Employee may continue employment with the Company (or a successor employer), but such employment is contingent upon the Employee’s acceptance of a reduction in the pension, welfare or fringe benefits provided which is both significant and substantial when expressed as a dollar amount or when expressed as a percentage of the Employee’s cash compensation. The determination of whether a reduction in pension, welfare or fringe benefits is significant and substantial shall be made on the basis of all pertinent facts and circumstances, including the entire benefit (pension, welfare and fringe) package provided to the Employee, and any salary or wages paid to the Employee. However, notwithstanding the preceding, any modification or elimination of benefits which results solely from the provision of new benefits to an Employee by a successor employer as a result of a change of the Employee’s employment from employment with the Company to employment with such successor shall not be deemed a Significant and Substantial Reduction in Benefits where such new benefits are identical to the benefits provided to similarly situated Employees of the successor.

2.9. Director means a member of the Board.

2.10. Employee means an employee of the Company, a Subsidiary or a Parent.

2.11. Exchange Act means the Securities Exchange Act of 1934, as amended.

2.12. Exercise Price means the price which shall be paid to purchase one (1) Share upon the exercise of an Option granted under this Plan.

2.13. Fair Market Value of each Share on any date means the price determined below as of the close of business on such date (provided, however, if for any reason, the Fair Market Value per share cannot be ascertained or is unavailable for such date, the Fair Market Value per share shall be determined as of the nearest preceding date on which such Fair Market Value can be ascertained):

-2-

(a) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the National Market of the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System, its Fair Market Value per share shall be the closing sale price for the Common Stock (or the mean of the closing bid and asked prices, if no sales were reported), as quoted on such exchange or system on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; or

(b) If the Common Stock is not listed on any established stock exchange or a national market system, its Fair Market Value per share shall be the average of the closing dealer “bid” and “ask” prices of a share of the Common Stork as reflected on the NASDAQ interdealer quotation system of the National Association of Securities Dealers, Inc. on the date of such determination; or

(c) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board.

2.14. FLSA Exclusion means the provisions of Article 7(e) of the Fair Labor Standards Act of 1938 (the “FLSA”) that exempt certain stock-based compensation from inclusion in overtime determinations under the FLSA.

2.15. Insider means an individual who is, on the relevant date, an officer, director or ten percent (10%) beneficial owner of any class of the Company’s equity securities that is registered pursuant to Article 11 of the Exchange Act, all as defined under Article 16 of the Exchange Act.

2.16. ISO means an option granted under this Plan to purchase Shares which is intended by the Company to satisfy the requirements of Code §422 as an incentive stock option.

2.17. Key Person means (i) a member of the Board who is not an Employee, (ii) a consultant, distributor or other person who has rendered or committed to render valuable services to the Company, a Subsidiary or a Parent, (iii) a person who has incurred, or is willing to incur, financial risk in the form of guaranteeing or acting as co-obligor with respect to debts or other obligations of the Company, or (iv) a person who has extended credit to the Company. Key Persons are not limited to individuals and, subject to the preceding definition, may include corporations, partnerships, associations and other entities.

2.18. Non-ISO means an option granted under this Plan to purchase Shares which is not intended by the Company to satisfy the requirements of Code §422.

2.19. Option means an ISO or a Non-ISO.

2.20. Outside Director means a Director who is not an Employee and who qualifies as (1) a “nonemployee director” under Rule 16b-3(b)(3) under the 1934 Act, as amended from time to time, and (2) an outside director” under Code §162(m) and the regulations promulgated thereunder.

2.21. Parent means any corporation which is a parent of the Company (within the meaning of Code §424(e)).

2.22. Participant means an individual who receives a Stock Incentive hereunder.

2.23. Performance-Based Exception means the performance-based exception from the tax deductibility limitations of Code §162(m).

-3-

2.24. Plan means the Optium Corporation Stock Incentive Plan, as may be amended from time to time.

2.25. Restricted Stock Award means an award of Common Stock granted to a Participant under this Plan whereby the Participant has immediate rights of ownership in the shares of Common Stock underlying the award, but such shares are subject to restrictions in accordance with the terms and provisions of this Plan and the Stock Incentive Agreement pertaining to the award and may be subject to forfeiture by the individual until the earlier of (a) the time such restrictions lapse or are satisfied, or (b) the time such shares are forfeited, pursuant to the terms and provisions of the Stock Incentive Agreement pertaining to the award.

2.26. Section 260.140.45 means Section 260.140.45of of Title 10 of the California Code of Regulations.

2.27. Share means a share of the Common Stock of the Company.

2.28. Stock Appreciation Right means a right granted to a Participant pursuant to the terms and provisions of this Plan whereby the individual, without payment to the Company (except for any applicable withholding or other taxes), receives cash, shares of Common Stock, a combination thereof, or such other consideration as the Board may determine, in an amount equal to the excess of the Fair Market Value per share on the date on which the Stock Appreciation Right is exercised over the exercise price noted in the Stock Appreciation Right.

2.29. Stock Incentive means an ISO, a Non-ISO, a Restricted Stock Award or a Stock Appreciation Right.

2.30. Stock Incentive Agreement means an agreement between the Company and a Participant evidencing an award of a Stock Incentive.

2.31. Subsidiary means any corporation which is a subsidiary of the Company (within the meaning of Code §424(f)).

2.32. Ten Percent Shareholder means a person who owns (after taking into account the attribution rules of Code §424(d)) more than ten percent (10%) of the total combined voting power of all classes of shares of either the Company, a Subsidiary or a Parent.

ARTICLE III

SHARES SUBJECT TO STOCK INCENTIVES

The total number of Shares that may be issued pursuant to Stock Incentives under this Plan shall not exceed forty-one million, four hundred eighty-four thousand, eight hundred seventy-nine (41,484,879), as adjusted pursuant to Article 10. Such Shares shall be reserved, to the extent that the Company deems appropriate, from authorized but unissued Shares, and from Shares which have been reacquired by the Company. Furthermore, any Shares subject to a Stock Incentive which remain after the cancellation, expiration or exchange of such Stock Incentive thereafter shall again become available for use under this Plan.

Notwithstanding the foregoing, at any time that the offer and sale of securities pursuant to the Plan is subject to the compliance with Section 260.140.45, the total number of shares of Shares issuable upon the exercise of all outstanding Stock Incentives (together with options, restricted stock or unrestricted stock outstanding under any other stock option plan of the Company) and the total number of shares of stock

-4-

provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such higher percentage limitation as may be approved by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45.

ARTICLE IV

EFFECTIVE DATE

The effective date of this Plan, as documented hereby, shall be the date it is adopted by the Board, as noted in resolutions effectuating such adoption, provided the shareholders of the Company approve this Plan within twelve (12) months after such effective date. If such effective date comes before such shareholder approval, any Stock Incentives granted under this Plan before the date of such approval automatically shall be granted subject to such approval.

ARTICLE V

ADMINISTRATION

5.1. General Administration . This Plan shall be administered by the Board. The Board, acting in its absolute discretion, shall exercise such powers and take such action as expressly called for under this Plan. The Board shall have the power to interpret this Plan and, subject to the terms and provisions of this Plan, to take such other action in the administration and operation of the Plan as it deems equitable under the circumstances. The Board’s actions shall be binding on the Company, on each affected Employee or Key Person, and on each other person directly or indirectly affected by such actions.

5.2. Authority of the Board . Except as limited by law or by the Articles of Incorporation or Bylaws of the Company, and subject to the provisions herein, the Board shall have full power to select Employees and Key Persons who shall participate in the Plan, to determine the sizes and types of Stock Incentives in a manner consistent with the Plan, to determine the terms and conditions of Stock Incentives in a manner consistent with the Plan, to construe and interpret the Plan and any agreement or instrument entered into under the Plan, to establish, amend or waive rules and regulations for the Plan’s administration, and to amend the terms and conditions of any outstanding Stock Incentives as allowed under the Plan and such Stock Incentives. Further, the Board may make all other determinations which may be necessary or advisable for the administration of the Plan.

5.3. Delegation of Authority . The Board may delegate its authority under the Plan, in whole or in part, to a Committee appointed by the Board consisting of not less than one (1) or more directors. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board. The Committee (if appointed) shall act according to the policies and procedures set forth in the Plan and to those policies and procedures established by the Board, and the Committee shall have such powers and responsibilities as are set forth by the Board. Reference to the Board in this Plan shall specifically include reference to the Committee where the Board has delegated its authority to the Committee, and any action by the Committee pursuant to a delegation of authority by the Board shall be deemed an action by the Board under the Plan. Notwithstanding the above, the Board may assume the powers and responsibilities granted to the Committee at any time, in whole or in part. With respect to Committee appointments and composition, only a Committee (or a sub-committee thereof) comprised solely of two (2) or more Outside Directors may grant Stock incentives which will meet the Performance-Based Exception, and only a Committee comprised solely of Outside Directors may grant Stock Incentives to Insiders that will be exempt from Article 16(b) of the Exchange Act.

5.4. Decisions Binding . All determinations and decisions made by the Board (or its delegate) pursuant to the provisions of this Plan and all related orders and resolutions of the Board shall be final,

-5-

conclusive and binding on all persons, including the Company, its stockholders, Directors, Employees, Key Persons, Participants, and their estates and beneficiaries.

5.5. Indemnification for Decisions . No member of the Board or the Committee (or a subcommittee thereof) shall be liable for any action taken or determination made hereunder in good faith. Service on the Committee (or a sub-committee thereof) shall constitute service as a director of the Company so that the members of the Committee (or a sub-committee thereof) shall be entitled to indemnification and reimbursement as directors of the Company pursuant to its bylaws and applicable law. In addition, the members of the Board, Committee (or a sub-committee thereof) shall be indemnified by the Company against (a) the reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, any Stock Incentive granted hereunder, and (b) against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such individual is liable for gross negligence or misconduct in the performance of his duties, provided that within 60 days after institution of any such action, suit or proceeding a Committee member or delegatee shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same.

ARTICLE VI

ELIGIBILITY

Employees and Key Persons selected by the Board shall be eligible for the grant of Stock Incentives under this Plan, but no Employee or Key Person shall have the right to be granted a Stock Incentive under this Plan merely as a result of his or her status as an Employee or Key Person. Only Employees shall be eligible to receive ISOs.

ARTICLE VII

TERMS OF STOCK INCENTIVES

7.1. Terms and Conditions of All Stock Incentives .

(a) Grants of Stock Incentives . The Board, in its absolute discretion, shall grant Stock Incentives under this Plan from time to time and shall have the right to grant new Stock Incentives in exchange for outstanding Stock Incentives. Stock Incentives shall be granted to Employees or Key Persons selected by the Board, and the Board shall be under no obligation whatsoever to grant Stock Incentives to all Employees or Key Persons, or to grant all Stock Incentives subject to the same terms and conditions.

(b) Shares Subject to Stock Incentives . The number of Shares as to which a Stock Incentive shall be granted shall be determined by the Board in its sole discretion, subject to the provisions of Article 3 as to the total number of shares available for grants under the Plan.

(c) Stock Incentive Agreements . Each Stock Incentive shall be evidenced by a Stock Incentive Agreement executed by the Company and the Participant, which shall be in such form and contain such terms and conditions as the Board in its discretion may, subject to the provisions of the Plan, from time to time determine.

-6-

(d) Date of Grant . The date a Stock Incentive is granted shall be the date on which the Board (1) has approved the terms and conditions of the Stock Incentive Agreement, (2) has determined the recipient of the Stock Incentive and the number of Shares covered by the Stock Incentive and (3) has taken all such other action necessary to complete the grant of the Stock Incentive.

7.2. Terms and Conditions of Options .

(a) Necessity of Stock Incentive Agreements . Each grant of an Option shall be evidenced by a Stock Incentive Agreement which shall specify whether the Option is an ISO or Non-ISO, and incorporate such other terms and conditions as the Board, acting in its absolute discretion, deems consistent with the terms of this Plan, including (without limitation) a restriction on the number of Shares subject to the Option which first become exercisable or subject to surrender during any calendar year. The Board and/or the Company shall have complete discretion to modify the terms and provisions of an Option in accordance with Article 12 of this Plan even though such modification may change the Option from an ISO to Non-ISO.

(b) Determining Optionees . In determining Employee(s) or Key Person(s) to whom an Option shall be granted and the number of Shares to be covered by such Option, the Board may take into account the recommendations of the Chief Executive Officer of the Company and its other officers, the duties of the Employee or Key Person, the present and potential contributions of the Employee or Key Person to the success of the Company, the anticipated number of years of service remaining before the attainment by the Employee of retirement age, and other factors deemed relevant by the Board, in its sole discretion, in connection with accomplishing the purpose of this Plan. An Employee or Key Person who has been granted an Option to purchase Shares, whether under this Plan or otherwise, may be granted one or more additional Options. If the Board grants an ISO and a Non-ISO to an Employee on the same date, the right of the Employee to exercise or surrender one such Option shall not be conditioned on his or her failure to exercise or surrender the other such Option.

(c) Exercise Price . Subject to adjustment in accordance with Article 10 and the other provisions of this Article, the Exercise Price shall be as set forth in the applicable Stock Incentive Agreement. With respect to each grant of an ISO to a Participant who is not a Ten Percent Shareholder, the Exercise Price shall not be less than the Fair Market Value on the date the ISO is granted. With respect to each grant of an ISO to a Participant who is a Ten Percent Shareholder, the Exercise Price shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date the ISO is granted. If a Stock Incentive is a Non-ISO, the Exercise Price for each Share shall be no less than the minimum price required by applicable state law, or by the Company’s governing instrument, whichever price is greater. Any Stock Incentive intended to meet the Performance-Based Exception must be granted with an Exercise Price equivalent to or greater than the Fair Market Value of the Shares subject thereto. Any Stock Incentive intended to meet the FLSA Exclusion must be granted with an Exercise Price equivalent to or greater than eighty-five percent (85%) of the Fair Market Value of the Shares subject thereto on the date granted.

(d) Option Term . Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Stock Incentive Agreement, but no Stock Incentive Agreement shall:

(i) make an Option exercisable before the date such Option is granted; or

-7-

(ii) make an Option exercisable after the earlier of:

A) the date such Option is exercised in full, or

B) the date which is the tenth (10th) anniversary of the date such Option is granted, if such Option is a Non-ISO or an ISO granted to a non-Ten Percent Shareholder, or the date which is the fifth (5th) anniversary of the date such Option is granted, if such Option is an ISO granted to a Ten Percent Shareholder. A Stock Incentive Agreement may provide for the exercise of an Option after the employment of an Employee has terminated for any reason whatsoever, including death or disability. The Employee’s rights, if any, upon termination of employment will be set forth in the applicable Stock Incentive Agreement.

(e) Payment . Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised accompanied by full payment for the Shares. Payment for shares of Stock purchased pursuant to exercise of an Option shall be made in cash or, unless the Stock Incentive Agreement provides otherwise, by delivery to the Company of a number of Shares which have been owned and completely paid for by the holder for at least six (6) months prior to the date of exercise (i.e., “mature shares” for accounting purposes) having an aggregate Fair Market Value equal to the amount to be tendered, or a combination thereof. In addition, unless the Stock Incentive Agreement provides otherwise, the Option may be exercised through a brokerage transaction following registration of the Company’s equity securities under Section 12 of the Securities Exchange Act of 1934 as permitted under the provisions of Regulation T applicable to cashless exercises promulgated by the Federal Reserve Board. However, notwithstanding the foregoing, with respect to any Option recipient who is an Insider, a tender of shares or a cashless exercise must (1) have met the requirements of an exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) be a subsequent transaction the terms of which were provided for in a transaction initially meeting the requirements of an exemption under Rule 16b-3 promulgated under the Exchange Act. Unless the Stock Incentive Agreement provides otherwise, the foregoing exercise payment methods shall be subsequent transactions approved by the original grant of an Option. Except as provided in subparagraph (f) below, payment shall be made at the time that the Option or any part thereof is exercised, and no Shares shall be issued or delivered upon exercise of an Option until full payment has been made by the Participant. The holder of an Option, as such, shall have none of the rights of a stockholder. Notwithstanding the above, and in the sole discretion of the Board, an Option may be exercised as to a portion or all (as determined by the Board) of the number of Shares specified in the Stock Incentive Agreement by delivery to the Company of a promissory note, such promissory note to be executed by the Participant and which shall include, with such other terms and conditions as the Board shall determine, provisions in a form approved by the Board under which: (i) the balance of the aggregate purchase price shall be payable in equal installments over such period and shall bear interest at such rate (which shall not be less than the prime bank loan rate as determined by the Board) as the Board shall approve, and (ii) the Participant shall be personally liable for payment of the unpaid principal balance and all accrued but unpaid interest. Other methods of payment may also be used if approved by the Board in its sole and absolute discretion and provided for under the Stock Incentive Agreement.

(f) Conditions to Exercise of an Option . Each Option granted under the Plan shall vest and shall be exercisable at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Board shall specify in the Stock Incentive Agreement, provided, however, that subsequent to the grant of an Option, the Board, at any time before complete termination of

-8-

such Option, may accelerate the time or times at which such Option may vest or be exercised in whole or in part. Notwithstanding the foregoing, an Option intended to meet the FLSA Exclusion shall not be exercisable for at least six (6) months following the date it is granted, except by reason of death, disability, retirement, a change in corporate ownership or other circumstances permitted under regulations promulgated under the FLSA Exclusion. The Board may impose such restrictions on any Shares acquired pursuant to the exercise of an Option as it may deem advisable, including, without limitation, vesting or performance-based restrictions, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

(g) Transferability of Options . An Option shall not be transferable or assignable except by will or by the laws of descent and distribution and shall be exercisable, during the Participant’s lifetime, only by the Participant; provided, however, that in the event the Participant is incapacitated and unable to exercise his or her Option, such Option may be exercised by such Participant’s legal guardian, legal representative, or other representative whom the Board deems appropriate based on applicable facts and circumstances. The determination of incapacity of a Participant and the determination of the appropriate representative of the Participant who shall be able to exercise the Option if the Participant is incapacitated shall be determined by the Board in its sole and absolute discretion. Notwithstanding the foregoing, except as otherwise provided in the Stock Incentive Agreement, a Non-ISO may also be transferred as a bona fide gift (i) to his spouse or lineal descendant or lineal ascendant, (ii) to a trust for the benefit of one or more individuals described in clause (i), or (iii) to a partnership of which the only partners are one or more individuals described in clause (i), in which case the transferee shall be subject to all provisions of the Plan, the Stock Incentive Agreement and other agreements between the Company and the Participant in connection with the exercise of the Option and purchase of Shares. In the event of such a gift, the Participant shall promptly notify the Board of such transfer and deliver to the Board such written documentation as the Board may in its discretion request, including, without limitation, the written acknowledgment of the donee that the donee is subject to the provisions of the Plan, the Stock Incentive Agreement and other agreements between the Company and the Participant.

(h) Special Provisions for Certain Substitute Options . Notwithstanding anything to the contrary in this Article, any Option in substitution for a stock option previously issued by another entity, which substitution occurs in connection with a transaction to which Code §424(a) is applicable, may provide for an exercise price computed in accordance with Code §424(a) and the regulations thereunder and may contain such other terms and conditions as the Board may prescribe to cause such substitute Option to contain as nearly as possible the same terms and conditions (including the applicable vesting and termination provisions) as those contained in the previously issued stock option being replaced thereby.

(i) ISO Tax Treatment Requirements . With respect to any Option which purports to be an ISO, to the extent that the aggregate Fair Market Value (determined as of the date of grant of such Option) of stock with respect to which such Option is exercisable for the first time by any individual during any calendar year exceeds one hundred thousand dollars ($100,000.00), such Option shall not be treated as an ISO in accordance with Code §422(d). The rule of the preceding sentence is applied in the order in which Options are granted. Also, with respect to any Option which purports to be an ISO, such Option shall not be treated as an ISO if the Participant disposes of shares acquired thereunder within two (2) years from the date of the granting of the Option or within one (1) year of the exercise of the Option, or if the Participant has not meet the requirements of Code §422(a)(2).

-9-

7.3. Terms and Conditions of Stock Appreciation Rights . A Stock Appreciation Right may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. A Stock Appreciation Right shall entitle the Participant to receive upon exercise or payment the excess of the Fair Market Value of a specified number of Shares at the time of exercise, over a specified price which shall be not less than the Exercise Price for that number of Shares in the case of a Stock Appreciation Right granted in connection with a previously or contemporaneously granted Option, or in the case of any other Stock Appreciation Right not less than one hundred percent (100%) of the Fair Market Value of that number of Shares at the time the Stock Appreciation Right was granted. The exercise of a Stock Appreciation Right shall result in a pro rata surrender of the related Option to the extent the Stock Appreciation Right has been exercised.

(a) Payment . Upon exercise or payment of a Stock Appreciation Right, the Company shall pay to the Participant the appreciation in cash or Shares (at the aggregate Fair Market Value on the date of payment or exercise) as provided in the Stock Incentive Agreement or, in the absence of such provision, as the Board may determine.

(b) Conditions to Exercise . Each Stock Appreciation Right granted under the Plan shall be exercisable at such time or times, or upon the occurrence of such event or events, and in such amounts, as the Board shall specify in the Stock Incentive Agreement; provided, however, that subsequent to the grant of a Stock Appreciation Right, the Board, at any time before complete termination of such Stock Appreciation Right, may accelerate the time or times at which such Stock Appreciation Right may be exercised in whole or in part.

(c) Transferability of Stock Appreciation Rights . Except as otherwise provided in a Participant’s Stock Incentive Agreement, no Stock Appreciation Right granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Stock Incentive Agreement, all Stock Appreciation Rights granted to a Participant under the Plan shall be exercisable, during the Participant’s lifetime, only by the Participant; provided, however, that in the event the Participant is incapacitated and unable to exercise his or her Stock Appreciation Right, such Stock Appreciation Right may be exercised by such Participant’s legal guardian, legal representative, or other representative whom the Board deems appropriate based on applicable facts and circumstances. The determination of incapacity of a Participant and the determination of the appropriate representative of the Participant shall be determined by the Board in its sole and absolute discretion. Notwithstanding the foregoing, except as otherwise provided in the Stock Incentive Agreement, (A) a Stock Appreciation Right which is granted in connection with the grant of a Non-ISO may be transferred, but only with the Non-ISO, and (B) a Stock Appreciation Right which is not granted in connection with the grant of a Non-ISO, may be transferred as a bona fide gift (i) to his spouse or lineal descendant or lineal ascendant, (ii) to a trust for the benefit of one or more individuals described in clause (i) or (iii) to a partnership of which the only partners are one or more individuals described in clause (i), in which case the transferee shall be subject to all provisions of the Plan, the Stock Incentive Agreement and other agreements between the Company and the Participant in connection with the exercise of the Stock Appreciation Right. In the event of such a gift, the Optionee shall promptly notify the Board of such transfer and deliver to the Board such written documentation as the Board may in its discretion request, including, without limitation, the written acknowledgment of the donee that the donee is subject to the provisions of the Plan, the Stock Incentive Agreement and other agreements between the Company and the Participant in connection with the exercise of the Stock Appreciation Right.

-10-

(d) Special Provisions for Tandem SAR’s . A Stock Appreciation Right granted in connection with an Option may only be exercised to the extent that the related Option has not been exercised. A Stock Appreciation Right granted in connection with an ISO (1) will expire no later than the expiration of the underlying ISO, (2) may be for no more than the difference between the exercise price of the underlying ISO and the Fair Market Value of the Shares subject to the underlying ISO at the time the Stock Appreciation Right is exercised, (3) may be transferable only when, and under the same conditions as, the underlying ISO is transferable, and (4) may be exercised only (i) when the underlying ISO could be exercised and (ii) when the Fair Market Value of the Shares subject to the ISO exceeds the exercise price of the ISO.

7.4. Terms and Conditions of Restricted Stock Awards . Shares awarded pursuant to Restricted Stock Awards shall be subject to such restrictions as determined by the Board for periods determined by the Board. Unless the applicable Stock Incentive Agreement provides otherwise, holders of Restricted Stock Awards shall be entitled to vote and receive dividends during the periods of restriction to the same extent as holders of unrestricted Common Stock. The Board shall have the power to permit, in its discretion, an acceleration of the expiration of the applicable restriction period with respect to any part or all of the Shares awarded to a Participant. The Board may require a cash payment from the Participant in an amount no greater than the aggregate Fair Market Value of the Shares awarded determined at the date of grant in exchange for the grant of a Restricted Stock Award or may grant a Restricted Stock Award without the requirement of a cash payment. A Restricted Stock Award may be transferred, except as otherwise provided in the Stock Incentive Agreement, as a bona fide gift (i) to his spouse or lineal descendant or lineal ascendant, (ii) to a trust for the benefit of one or more individuals described in clause (i), or (iii) to a partnership of which the only partners are one or more individuals described in clause (i), in which case the transferee shall be subject to all provisions of the Plan, the Stock Incentive Agreement, and other agreements between the Company and the Participant in connection with the Restricted Stock Award. In the event of such a gift, the Participant shall promptly notify the Board of such transfer and deliver to the Board such written documentation as the Board may in its discretion request, including, without limitation, the written acknowledgment of the donee that the donee is subject to the provisions of the Plan, the Stock Incentive Agreement and other agreements between the Company and the Participant in connection with the Restricted Stock Award.

ARTICLE VIII

SECURITIES REGULATION

Each Stock Incentive Agreement may provide that, upon the receipt of Shares as a result of the exercise of a Stock Incentive or otherwise, the Participant shall, if so requested by the Company, hold such Shares for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect. Each Stock Incentive Agreement may also provide that, if so requested by the Company, the Participant shall make a written representation to the Company that he or she will not sell or offer to sell any of such Shares unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended (“1933 Act’), and any applicable state securities law or, unless he or she shall have furnished to the Company an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required. Certificates representing the Shares transferred upon the exercise or surrender of a Stock Incentive granted under this Plan may at the discretion of the Company bear a legend to the effect that such Shares have not been registered under the 1933 Act or any applicable state securities law and that such Shares may not be sold or offered for sale in the absence of an effective registration statement as to such Shares under the 1933 Act and any applicable state securities law or an opinion, in form and substance satisfactory to the Company, of legal counsel acceptable to the Company, that such registration is not required.

-11-

ARTICLE IX

LIFE OF PLAN

No Stock Incentive shall be granted under this Plan on or after the earlier of:

(a) the tenth (10th) anniversary of the effective date of this Plan (as determined under Article 4 of this Plan), in which event this Plan otherwise thereafter shall continue in effect until all outstanding Stock Incentives have been surrendered or exercised in full or no longer are exercisable, or

(b) the date on which all of the Shares reserved under Article 3 of this Plan have (as a result of the surrender or exercise of Stock Incentives granted under this Plan or lapse of all restrictions under a Restricted Stock Award) been issued or no longer are available for use under this Plan, in which event this Plan also shall terminate on such date.

ARTICLE X

ADJUSTMENT

Notwithstanding anything in Article 12 to the contrary, the number of Shares reserved under Article 3 of this Plan, the limit on the number of Shares which may be granted during a calendar year to any individual under Article 3 of this Plan, the number of Shares subject to Stock Incentives granted under this Plan, and the Exercise Price of any Options and the specified exercise price of any Stock Appreciation Rights, shall be adjusted by the Board in an equitable manner to reflect any change in the capitalization of the Company, including, but not limited to, such changes as stock dividends or stock splits. Furthermore, the Board shall have the right to adjust (in a manner which satisfies the requirements of Code §424(a)) the number of Shares reserved under Article 3, and the number of Shares subject to Stock Incentives granted under this Plan, and the Exercise Price of any Options and the specified exercise price of any Stock Appreciation Rights in the event of any corporate transaction described in Code §424(a) which provides for the substitution or assumption of such Stock Incentives. If any adjustment under this Article creates a fractional Share or a right to acquire a fractional Share, such fractional Share shall be disregarded, and the number of Shares reserved under this Plan and the number subject to any Stock Incentives granted under this Plan shall be the next lower number of Shares, rounding all fractions downward. An adjustment made under this Article by the Board shall be conclusive and binding on all affected persons and, further, shall not constitute an increase in the number of Shares reserved under Article 3.

ARTICLE XI

CHANGE OF CONTROL OF THE COMPANY

If a Change of Control occurs, and the agreements effectuating the Change of Control do not provide for the assumption or substitution of the Stock Incentives granted under this Plan, then, except to the extent otherwise provided in the Stock Incentive Agreement pertaining to a particular Stock Incentive, each Stock Incentive shall be governed by applicable law and the documents effectuating the Change of Control.

ARTICLE XII

AMENDMENT OR TERMINATION

This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, no such amendment shall be made absent the approval of the

-12-

shareholders of the Company (a) to increase the number of Shares reserved under Article 3, except as set forth in Article 10, (b) to extend the maximum life of the Plan under Article 9 or the maximum exercise period under Article 7, (c) to decrease the minimum Exercise Price under Article 7, or (d) to change the designation of Employees or Key Persons eligible for Stock Incentives under Article 6. The Board also may suspend the granting of Stock Incentives under this Plan at any time and may terminate this Plan at any time. The Company shall have the right to modify, amend or cancel any Stock Incentive after it has been granted if (I) the Participant consents in writing to such modification, amendment or cancellation, or (II) there is a dissolution or liquidation of the Company or a transaction described in Article 10 or Article 11, or (III) the Company would otherwise have the right to make such modification, amendment or cancellation by applicable law.

ARTICLE XIII

MISCELLANEOUS

13.1. Shareholder Rights . No Participant shall have any rights as a shareholder of the Company as a result of the grant of a Stock Incentive to him or to her under this Plan or his or her exercise of such Stock Incentive pending the actual delivery of Shares subject to such Stock Incentive to such Participant.

13.2. No Guarantee of Continued Relationship . The grant of a Stock Incentive to a Participant under this Plan shall not constitute a contract of employment and shall not confer on a Participant any rights upon his or her termination of employment or relationship with the Company in addition to those rights, if any, expressly set forth in the Stock Incentive Agreement which evidences his or her Stock Incentive.

13.3. Withholding . The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company as a condition precedent for the fulfillment of any Stock Incentive, an amount sufficient to satisfy Federal, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan and/or any action taken by a Participant with respect to a Stock Incentive Award. Whenever Shares are to be issued or cash paid to a Participant upon exercise of an Option, the Company shall have the right to require the Participant to remit to the Company, as a condition of exercise of the Option, an amount sufficient to satisfy federal, state and local withholding tax requirements at the time of exercise. However, notwithstanding the foregoing, to the extent that a Participant is an Insider, satisfaction of withholding requirements by having the Company withhold Shares may only be made to the extent that such withholding of Shares (1) has met the requirements of an exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) is a subsequent transaction the terms of which were provided for in a transaction initially meeting the requirements of an exemption under Rule 16b-3 promulgated under the Exchange Act. Unless the Stock Incentive Agreement provides otherwise, the withholding of shares to satisfy federal, state and local withholding tax requirements shall be a subsequent transaction approved by the original grant of a Stock Incentive. Notwithstanding the foregoing, in no event shall payment of withholding taxes be made by a retention of Shares by the Company unless the Company retains only Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld.

13.4. Notification of Disqualifying Dispositions of ISO Options . If a Participant sells or otherwise disposes of any of the Shares acquired pursuant to an Option which is an ISO on or before the later of (1) the date two (2) years after the date of grant of such Option, or (2) the date one (1) year after the exercise of such Option, then the Participant shall immediately notify the Company in writing of such sale or disposition and shall cooperate with the Company in providing sufficient information to the Company for the Company to properly report such sale or disposition to the Internal Revenue Service. The Participant acknowledges and agrees that he may be subject to income tax withholding by the Company on the compensation income recognized by Participant from any such early disposition by

-13-

either (or both) his payment to the Company in cash or his payment out of the current wages or earnings otherwise payable to him by the Company, as the Company shall require, and agrees that he shall include the compensation from such early disposition in his gross income for federal tax purposes. Participant also acknowledges that the Company may condition the exercise of any Option which is an ISO on the Participant’s express written agreement with these provisions of this Plan.

13.5. Transfer . The transfer of an Employee between or among the Company, a Subsidiary or a Parent shall not be treated as a termination of his or her employment under this Plan.

13.6. Construction . This Plan shall be construed under the laws of the State of Delaware.

13.7. Addendum A: California Grantees . Addendum A attached hereto shall be incorporated by reference in its entirety and shall only be applicable to the grant of Stock Incentives under the Plan to grantees who are located in or providing services to the Company or one of its Subsidiaries in the State of California.

13.8. Addendum B: UK Grantees . Addendum B attached hereto shall be incorporated by reference in its entirety and shall only be applicable to the grant of Stock Incentives under the Plan to grantees who are located in or providing services to the Company or one of its Subsidiaries in the United Kingdom.

Date, as amended: April 14, 2006

-14-

Addendum A to the
Optium Corporation
Stock Incentive Plan

Notwithstanding anything stated to the contrary in the Plan, this Addendum A to the Plan shall apply for purposes of all Stock Incentives granted under the Plan to employees, directors and consultants located in or providing services to the Company or any Subsidiary in California until such time as the Shares become subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. All capitalized terms, to the extent not defined herein, shall have the meanings set forth in the Plan.

1. Exercise Price . The exercise price per share for the Shares covered by a Option shall be determined by the Committee at the time of grant; provided that , if the Option is: (i) a Non-ISO and the grantee is not a Ten Percent Shareholder, the exercise price may be no less than eighty-five percent (85%) of the Fair Market Value of a Share on the date the Option is granted; (ii) an ISO and the grantee is not a Ten Percent Shareholder, the exercise price may be no less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted, or (iii) granted to a Ten Percent Shareholder (whether an ISO or a Non-ISO), the exercise price may be no less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date the Option is granted. Notwithstanding the foregoing, an Option (whether an ISO or a Non-ISO) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another stock option in a manner qualifying under the provisions of Section 424(a) of the Code.

2. Purchase Price . The purchase price for any Shares purchased pursuant to a Restricted Stock Award shall be at least eighty-five percent (85%) of the Fair Market Value of the Shares at the time the grantee is granted such Restricted Stock Award or at the time the purchase is consummated. Notwithstanding the foregoing, if the Restricted Stock Award is granted to a Ten Percent Shareholder, the purchase price shall be one hundred percent (100%) of the Fair Market Value of the Shares at the time the grantee is granted such Award or at the time the purchase is consummated.

3. Exercisability and Option Term . Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Committee and set forth in the Stock Incentive Agreement evidencing such Option; provided that , with the exception of Options granted to officers, directors, or consultants of the Company or any Subsidiary, no Option shall become exercisable at a rate less than twenty percent (20%) per year over a period of five (5) years from the date of grant of such Option, subject to the grantee’s continued service relationship with the Company or any Subsidiary. Notwithstanding the foregoing, no Option shall be exercisable on or after the tenth (10th) anniversary of the date of grant of such Option or, in the case of a Ten Percent Sharehold who is granted an ISO, such ISO shall not be exercisable on or after the fifth (5th) anniversary of the date of grant of such Option.

4. Termination of Service Relationship . In the event that a grantee’s service relationship terminates, such grantee may thereafter exercise their Option, to the extent that it was vested and exercisable on the date of such termination, until the date specified below. Any portion of the Option that is not exercisable on the date of termination of such service relationship shall immediately expire and be null and void.

Once any portion of the Option becomes vested and exercisable, the grantee’s right to exercise such Option (or the grantee’s representatives and legatees as applicable) in the event of a termination of the grantee’s service relationship shall continue until the earliest of: (i) the date which is: (A) six (6) months following the date on which the grantee’s service relationship terminates due to death

or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Stock Incentive Agreement), or (B) thirty (30) days following the date on which the grantee’s service relationship terminates if the termination is due to any other reason (or such longer period of time as determined by the Committee and set forth in the applicable Stock Incentive Agreement), or (ii) the Expiration Date set forth in the Notice of Grant of Stock Option; provided that , notwithstanding the foregoing, a Stock Incentive Agreement may provide that if the grantee’s service relationship is terminated for “cause” (as defined in the applicable Stock Incentive Agreement), the Option shall terminate immediately and be null and void upon the date of the grantee’s termination and shall not thereafter be exercisable.

“ Disability ” shall mean the inability of the grantee, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the grantee’s position with the Company or any Subsidiary because of the sickness or injury of the grantee.

5. Nontransferability of Option . No Option shall be transferable by the grantee otherwise than by will or the laws of descent and distribution; provided that , a Non-ISO may provide in the applicable Stock Incentive Agreement that it is transferable in any manner permitted by Rule 701 of the Act.

6. Provision of Information . At least annually, each grantee shall receive financial statements of the Company; provided that , the Company shall not be required to provide such information to key employees whose duties in connection with the Company assure them access to equivalent information.

7. Repurchase Rights/Right of First Refusal . Shares issued pursuant to Stock Incentives may be subject to a right of first refusal, one or more repurchase rights or other conditions and restrictions as determined by the Committee and set forth in the applicable Stock Incentive Agreement. The Company shall have the right to assign to any person at any time any repurchase right it may have, whether or not such right is then exercisable.

a. Repurchase Right . Any repurchase right shall be at such purchase price as is set forth in the Stock Incentive Agreement provided that : (i) if the purchase price is equal to or greater than the Fair Market Value of the shares to be repurchased (measured as of the date of termination of employment), then such repurchase right must be exercised for cash or cancellation of purchase money indebtedness for such shares within ninety (90) days of the termination of employment (or, if later, within ninety (90) days of the exercise of the applicable Option) and such repurchase right must terminate upon an initial public offering; and (ii) if the purchase price is equal to the original purchase price, such repurchase right must lapse at a rate of at least twenty percent (20%) per year from the date of grant of the Stock Incentive and such repurchase right must be exercised for cash or cancellation of purchase money indebtedness for the shares within ninety (90) days of the termination of employment (or, if later, within ninety (90) days of the exercise of the applicable Option). Notwithstanding the foregoing, Stock Incentives held by officers, directors or consultants of the Company or any Subsidiary may be subject to additional or greater restrictions.

b. Right of First Refusal . Any right of first refusal must: (i) be triggered by an offer to purchase Shares received pursuant to a Stock Incentive from a bona fide third-party offeror where the grantee desires to sell the Shares; (ii) require the Company to make its election to purchase the Shares subject to such right of first refusal, if at all, by giving notice of such election no more than thirty (30) days after receipt of notice of such offer from the grantee; and (iii) require the Company to purchase all, but not less than all, of the Shares subject to such bona fide offer upon exercise of the right of first refusal (unless the grantee consents to sell fewer Shares) on the same terms offered by the bona fide third-

-2-

party offeror within sixty (60) days after receipt of the notice described above (unless a longer period is offered by the bona fide third party offeror).

-3-

Addendum B to the
Optium Corporation
Stock Incentive Plan

2002 UK APPROVED SUB-PLAN RULES

Definitions

1.1

All capitalized terms used in this Sub-Plan and not otherwise defined in this Rule 1 shall have the meanings given to them in the Plan. In this Sub-Plan, the following words shall have the following meanings:

	1.1.1		“ Act ” means the Income and Corporation Taxes Act 1988;

	1.1.2		“ Eligible Employee ” means an individual who is not precluded from participation by Paragraph 8 of Schedule 9 (material interests in close companies) and is either:

	(a)		an employee of a Participating Company; or

	(b)		a director of a Participating Company who devotes substantially the whole of his working time to his duties and is required, under the terms of his office or employment with a Participating Company, to devote to his duties not less than 25 hours per week excluding meal breaks.

	1.1.3		“ Inland Revenue ” means the Board of Inland Revenue in the United Kingdom;

	1.1.4		“ Market Value ” means on any day:

	(a)		if and so long as the Shares are listed on the New York Stock Exchange, the closing price for a Share as quoted on that exchange for the last market trading day prior to the day in question, as published in the Wall Street Journal;

	(b)		if and so long as the Shares are listed on the London Stock Exchange, the closing price for a share as quoted on that exchange for the last market trading day prior to the day in question, as published in the Daily Official List; and

	(c)		subject to (a) and (b) above, the market value of a share determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with the Inland Revenue.

	1.1.5		“ Optionholder ” means a UK individual who has been granted an Option under this Sub-Plan;

	1.1.6		“ Participating Company ” means the Company [UK SUBSID] and any other company controlled by the Company (within the meaning of Section 840 of the Act) and which has been nominated by the Board to participate for the time being in this Sub-Plan. For the avoidance of doubt, any company which is not controlled by the Company cannot be nominated as a Participating Company.

	1.1.7		“ Rules ” means these rules, as amended from time to time;

	1.1.8		“ Schedule 9 ” means Schedule 9 of the Act;

	1.1.9		“ Sub-Plan ” means the 2002 UK Approved Sub-Plan of the Optium Corporation Incentive Plan constituted and governed by these Rules; and

	1.1.10		“ UK Individual ” means an individual who is, or may become, resident for taxation purposes in the United Kingdom.

Purpose

	2.1		This Sub-Plan to the Optium Corporation Stock Incentive Plan is established for the benefit of full-time directors and employees, who are UK Individuals, of the Company [UK SUBSID] and any other companies of which the Company has control (as defined in Section 187(2) of the Act).

	2.2		This Sub-Plan has been established in order to ensure that Options granted under Article 7.1 of the Plan to UK Individuals are granted under a share option plan approved under Schedule 9.

	2.3		The rules of this Sub-Plan should be read in conjunction with the Plan and are subject to the terms and conditions of the Plan except to the extent that the terms and conditions of the Plan differ from or conflict with the terms set out in this Sub-Plan.

	2.4		This Sub-Plan applies to any grant of Options made under the Plan to UK Individuals if, at the date of grant, such Options are specified as having been granted subject to the terms and conditions of this Sub-Plan.

Eligibility

3.1

A UK Individual shall not be entitled to be granted Options under this Sub-Plan unless he is an Eligible Employee on the date on which an Option is granted. Article 7.1(a) of the Plan shall be construed accordingly.

Shares subject to this Sub-Plan

4.1

The Shares over which Options may be granted under this Sub-Plan must form part of the ordinary share capital (as defined in section 832(1) of the Act) of the Company. The Shares must at all times comply with the terms of the Plan and the requirements of Paragraphs 10 to 14 of Schedule 9.

Individual Limit

5.1

No Option shall be granted to an Eligible Employee under this Sub-Plan at any time if it would result in the aggregate Market Value of the Shares which he may acquire in pursuance of rights obtained under this Sub-Plan and the aggregate market value of shares which the Eligible Employee could acquire by the exercise of an option under any other share option plan approved under Schedule 9 (not being a savings-related plan) and established by the Company or by any associated company (as defined in Section 416 of

-2-

the Act) of the Company and not exercised, to exceed or further exceed £30,000 or such other limit contained from time to time in Paragraph 28(1) of Schedule 9.

5.2

For the purpose of Rule 5.1:

	(a)		in respect of Options previously granted under this Sub-Plan, if any, the Market Value of the Shares shall be the Market Value originally determined under Rule 6 at the time that the Option was granted; and

	(b)		in the case of rights obtained under any other share option plan approved under Schedule 9 (not being a savings-related plan), the market value of shares shall be calculated as at the time when the option to acquire those shares was obtained, or such earlier time as may have been agreed with the Inland Revenue.

	5.3		If the market value of the Shares is expressed in a currency other than pounds sterling, it shall be converted into pounds sterling at the closing mid-market exchange rate for that currency on the date of grant of the relevant option, as published by the Financial Times.

	5.4		If the Board attempts to grant an Option under this Sub-Plan which is inconsistent with Rule 5.1, the Option granted under this Sub-Plan will be limited and take effect on a basis consistent with the provisions of Rule 5.1.

Exercise price of Options

	6.1		The Exercise Price at which any Option granted under this Sub-Plan may be exercised shall be the Approved Exercise Price.

	6.2		The Approved Exercise Price shall mean the price per Share, as determined by the Board, at which an Eligible Employee may acquire Shares upon the exercise of an Option granted to him under this Sub-Plan. The Approved Exercise Price shall not be less than the Market Value of a Share on the date of grant. Article 7.2(c) of the Plan shall be construed accordingly.

Capital Adjustment

7.1

The price at which Shares may be acquired on the exercise of any Option and the number of Shares thereunder may be adjusted as described in Article 10 of the Plan (Adjustment) only in the event of a variation in the share capital of the Company within the meaning of Paragraph 29 of Schedule 9 and only if the prior approval of the Inland Revenue has been obtained for such adjustment.

Exercise of Option

	8.1		Each Option shall be exercisable at such time or times as specified in the applicable Stock Option Agreement. Article 7.2 (f) will not apply to Options granted under this Sub-Plan.

	8.2		A Optionholder will not be able to exercise his Option granted under this Sub-Plan if at the proposed time of exercise he is ineligible to participate in the Sub-Plan by virtue of

-3-

			Paragraph 8 of Schedule 9 (material interests in close companies).

	8.3		The Company shall not later than 30 days after the receipt of the notice of exercise of an Option (given in accordance with the provisions of the Plan) together with the payment of the aggregate Exercise Price in respect of the Shares to be issued or transferred pursuant to the exercise of an Option, allot and issue credited as fully paid to the Optionholder and cause to be registered in his name the number of Shares validly specified in the written notice or procure the transfer of such Shares.

	8.4		Notwithstanding any provision in the Plan to the contrary, the Board may not at any time buy out for a payment in cash or shares an Option granted under this Sub-Plan.

	8.5		The consideration to be paid for the Shares to be issued upon exercise of an Option shall comprise entirely of cash or cash equivalent only. Article 7.2(e) of the Plan shall be construed accordingly.

	8.6		If an Optionholder dies, his Option shall terminate within a period not exceeding a year following his death, but not later than the date the Option expires pursuant to its terms. Article 7.2(g) of the Plan shall be construed accordingly.

Non Transferability of Options

9.1

Subject to the rights of exercise by the Optionholder’ s personal representatives, every Option granted under this Sub-Plan shall be personal to the Optionholder and may not be sold, transferred or disposed of in any way. Article 7.2(g) of the Plan shall be construed accordingly.

10.

Change of control

10.1

For the purposes of this Sub-Plan (and notwithstanding anything contained in the Plan, and in particular Article 11 thereof), the holder of an Option which has been granted under this Sub-Plan shall not be entitled to receive options over shares of a successor corporation or another corporation in consideration for the release of this option on any consolidation, merger, change of control or amalgamation with or into another corporation unless, such corporation makes an appropriate offer, and the holder of an option agrees within the appropriate period referred to in Rule 10.2 below and:

	10.1.1		the successor corporation obtains control of the Company as a result of making a general offer to acquire the whole of the issued ordinary share capital of the Company (which is made on the condition such that if it is satisfied the successor corporation will have control of the Company);

	10.1.2		the successor corporation obtains control of the Company as a result of making a general offer to acquire all the Shares in the Company which are of the same class as the Shares which may be acquired by the exercise of Options granted under this Sub-Plan (ignoring any Shares which are already owned by it or a member of the same group of companies);

	10.1.3		the successor company obtains control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under Section 425 of the

-4-

			United Kingdom Companies Act 1985 (“the 1985 Act”) or the local equivalent of the same, if accepted by the Inland Revenue as closely comparable to the UK legislation; or

	10.1.4		the successor company becomes bound or entitled to acquire Shares in the Company under Sections 428 to 430F of the 1985 Act or the local equivalent of the same, if accepted by the Inland Revenue as closely comparable to the UK legislation.

10.2

Where Rule 10.1 above applies:

	10.2.1		subject to the limitations of the Plan, where any such holder of an Option granted under this Sub-Plan is entitled to receive options over shares of a successor corporation or another corporation, he may at any time within the appropriate period (within the meaning of Paragraph 15(2) of Schedule 9) release any Option which has not lapsed (“the old option”) in consideration of the grant to him of an option (“the new option”) which (for the purposes of Paragraph 15 of Schedule 9) is equivalent to the old option but relates to shares in a different company (whether the successor corporation itself or some other company falling within Paragraph 10(b) or 10(c) of Schedule 9). For this purpose, the new option shall not be regarded as equivalent to the old option unless the conditions set out in Paragraph 15(3) of Schedule 9 are satisfied; and

	10.2.2		for the purposes of any application of the provisions of this Sub-Plan, where any holder of an Option has released an old option, any new option granted shall be regarded as having been granted at the same time as the old option. With effect from the date of release, the new option shall be subject to the same provisions of this Sub-Plan as applied to the old option except that the following terms have the meaning assigned to them in this Rule 10.2.2 and not the meanings elsewhere in the Plan or in this Sub-Plan:

			“ Shares ” means fully paid ordinary shares in the capital of the corporation over whose shares new options have been granted and which satisfy the conditions specified in Paragraphs 10 to 14 of Schedule 9. “ Board ” means the Board of Directors of the corporation in respect of whose shares new options have been granted. “ Committee ” means the committee of the Board of Directors of the corporation in respect of whose shares new options have been granted. “ Company ” means the corporation in respect of whose shares new options have been granted.

	10.3		Notwithstanding anything contained in the Plan, if the Company merges or is consolidated with another corporation under circumstances where the Company is not the surviving corporation, no Options may be granted under this Sub-Plan following such merger or consolidation apart from new options granted by the successor corporation pursuant to this Rule 10.

	10.4		In this Rule 10, control has the meaning given to it by Section 840 of the Act.

11.

Amendment of this Sub-Plan

11.1

The terms of this Sub-Plan shall not be amended nor shall the Plan be amended if it shall

-5-

effect this Sub-Plan, except to the extent that the Inland Revenue has approved such amendments. No such amendment shall take effect before the date on which it is approved by the Inland Revenue. Article 12 of the Plan shall be construed accordingly.

12.

Terms of Employment

12.1

Neither these Rules nor the Plan form any part of any Eligible Employee’s terms of employment and nothing in the Plan or the Sub-Plan may be construed as imposing on the Company, [UK SUBSID] or any other related entity a contractual obligation to offer participation in the Plan or the Sub-Plan to any Eligible Employee. If any Optionholder ceases to be an Eligible Employee for any reason, he shall not be entitled by way of compensation for loss of office or otherwise howsoever to any sum or other benefit to compensate him for the loss of any rights under the Sub-Plan.

13.

Data Protection

13.1

By participating in the Sub-Plan, the Optionholder consents to the holding and processing of personal data provided by the Optionholder to the Company or his employing company for all purposes relating to the operation of the Sub-Plan. These include, but are not limited to:

	•		administering and maintaining Optionholder records;

	•		providing information to trustees of any employee benefits trust, registrars, brokers or third party administrators of the Sub-Plan;

	•		providing information to future purchasers of the Company or the business in which the Optionholder works; and

	•		transferring information about the Optionholder to a country or territory outside the European Economic Area.

14.

Stock Option Agreements

14.1

When the Board, under the powers conferred by the Plan, determines the terms and conditions of any Option granted under this Sub-Plan, such terms and conditions shall:

	(a)		be objective, specified at the date the Option is granted and set out in the Stock Option Agreement issued under Section 7.2(a) of the Plan; and

	(b)		be such that rights to exercise such Options after the fulfillment or attainment of any terms and conditions so specified shall not be dependent upon the further discretion of any person; and

	(c)		not be capable of amendment, variation or waiver unless an event occurs which causes the Board to reasonably consider that a waived, varied or amended term and condition would be a fairer measure of performance and would be no more difficult to satisfy.

14.2

The Board shall obtain the prior approval of the Inland Revenue for the form of Stock

-6-

Option Agreement issued under Section 7.2(a) of the Plan in relation to Options granted under this Sub-Plan.

-7-

OPTIUM CORPORATION

NOTICE OF GRANT OF STOCK OPTION

(the “GRANTEE”) has been granted an option (the “OPTION”) to purchase certain shares of Optium Corporation non-voting common stock (the “STOCK”) pursuant to the Optium Corporation Stock Incentive Plan, as amended (the “PLAN”), as follows:


GRANT DATE:		, 200_
NUMBER OF OPTION SHARES:		shares of Stock
EXERCISE PRICE (PER SHARE):		$0.___
EXPIRATION DATE:		10 years from Grant Date
TAX STATUS OF OPTION:		Non-Qualified 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

The __ day of every third month after the Grant Date ending , 200_		8.333%

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:		By:

Name:
	Title:
	Address: 500 Horizon Drive, Suite 505	Address: Chalfont, PA 18914

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

STOCK OPTION AGREEMENT
UNDER THE OPTIUM CORPORATION
STOCK INCENTIVE PLAN, AS AMENDED

Pursuant to the Optium Corporation Stock Incentive Plan (the “PLAN”), Optium Corporation, a Delaware corporation (together with its successors thereto, the “COMPANY”), hereby grants to the person (the “GRANTEE”), named in the Notice of Grant of Stock Option attached hereto (the “NOTICE”) to which this Stock Option Agreement (the “OPTION AGREEMENT”) is attached, an option (together with the Notice, referred to herein as the “OPTION”) to purchase on or prior to the expiration date specified in the Notice (the “EXPIRATION DATE”), or such earlier date as is specified herein, all or any part of the number of shares of Stock of the Company indicated in the Notice (the “OPTION SHARES,” and such shares once issued shall be referred to as the “ISSUED SHARES,” each as adjusted pursuant to SECTION 5 hereof), at the exercise price per share specified in the Notice (the “EXERCISE PRICE”), subject to the terms and conditions set forth in this Option Agreement, the Notice and the Plan. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Notice and the Plan (as applicable).

If this Option is designated as an Incentive Stock Option in the Notice, this Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Code. To the extent that any portion of this Option does not so qualify as an Incentive Stock Option or, if this Option is designated as a Non-Qualified Stock Option in the Notice, it shall be deemed a Non-Qualified Stock Option. The Grantee should consult with the Grantee’s own tax advisor regarding the tax effects of this Option (and any requirements necessary to obtain favorable income tax treatment under Section 422 or the Code, including, but not limited to, holding period requirements).

1. VESTING AND EXERCISABILITY.

(a) No portion of this Option may be exercised until such portion shall have vested.

(b) Except as set forth below and in SECTION 6 hereof, this Option shall be exercisable on and after the initial Vesting Date and prior to the termination of the Option as provided herein, in an amount not to exceed the number of Vested Shares (as determined in the Notice) less the number of shares previously acquired upon exercise of this Option. In no event shall this Option be exercisable for more than the Number of Option Shares (as designated in the Notice).

(c) In the event that the Grantee’s Service Relationship terminates, this Option may thereafter be exercised, to the extent it was vested and exercisable on the date of such termination, until the date specified in SECTION 1 (d) hereof. Any portion of this Option that is not exercisable on the date of termination of the Service Relationship shall immediately expire and be null and void. “SERVICE RELATIONSHIP” means the grantee’s employment or service with the Company or its Parent or any of its Subsidiaries, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Committee, a grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the grantee renders service to the Company or its Parent or any of its Subsidiaries or a transfer between locations of the Company or its Parent or any of its Subsidiaries, PROVIDED THAT there is no interruption or other termination of the Service Relationship. Subject to the foregoing, the Company, in its discretion, shall determine whether the grantee’s Service Relationship has terminated and the effective date of such termination.

(d) Subject to the provisions of SECTION 6 hereof, once any portion of this Option becomes vested and exercisable, it shall continue to be exercisable by the Grantee or his or her representatives and legatees as contemplated herein at any time or times prior to the earliest of (i) the date which is (A) twelve (12) months following the date on which the Grantee’s Service Relationship terminates due to death or disability (B) three (3) months following the date on which the Grantee’s Service Relationship terminates if the termination is due to any other reason, or (ii) the Expiration Date set forth in the Notice; PROVIDED, HOWEVER, that notwithstanding the foregoing, if the Grantee’s Service Relationship is terminated for Cause, this Option shall terminate immediately and be null and void upon the date of the Grantee’s termination and shall not thereafter be exercisable.

(e) If designated as an Incentive Stock Option in the Notice, the Grantee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, subject to any amendments

thereof, no sale or other disposition may be made of Issued Shares for which incentive stock option treatment is desired within the one (1) year period after the day of the issuance of such Issued Shares to him or her (i.e., the exercise date), nor within the two (2) year period after the grant of this Option and further that this Option must be exercised, if and to the extent permitted hereunder, within three (3) months after termination of employment (or twelve (12) months in the case of death or “disability” (as defined in Code Section 22(e)(3))) to qualify as an incentive stock option. If the Grantee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within either of these periods, he or she agrees to notify the Company within thirty (30) days after such disposition. The Grantee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent that the aggregate Fair Market Value (determined as of the time that the applicable option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by the Grantee are exercisable for the first time during any calendar year (under all option plans of the Company, its Parent and/or its Subsidiaries) exceeds $100,000, such Incentive Stock Options shall constitute Non-Qualified Stock Options. For purposes of this SECTION 1(e), Incentive Stock Options shall be taken into account in the order in which they were granted. If pursuant to the above, an Incentive Stock Option is treated as an Incentive Stock Option in part and a Non-Qualified Stock Option in part, the Grantee may designate which portion of the Option the Grantee is exercising. In the absence of such designation, the Grantee shall be deemed to have exercised the Incentive Stock Option portion of the Option first.

2. EXERCISE OF OPTION.

(a) The Grantee may exercise this Option only by delivering an Option exercise notice (an “EXERCISE NOTICE”) in substantially the form of APPENDIX A attached hereto to the Company’s Chief Financial Officer or, if none, the Chief Executive Officer, indicating his or her election to purchase some or all of the Option Shares with respect to which this Option has vested at the time of delivery of such Exercise Notice (which amount shall be specified in the Exercise Notice), accompanied by payment in full of the aggregate Exercise Price; PROVIDED that such exercise shall be effective only upon receipt by such officer of the Exercise Notice and the aggregate Exercise Price. Payment of the aggregate Exercise Price for the Option Shares elected to be purchased by the Grantee may be made by one or more of the following methods:

(i) in cash, by certified or bank check, or other instrument acceptable to the Committee in U.S. funds payable to the order of the Company in an amount equal to the aggregate Exercise Price of such Option Shares;

(ii) if permitted by the Committee at the time of exercise, in its sole and absolute discretion, by the Grantee delivering to the Company a promissory note (which may be recourse or partial recourse to the Grantee) in a form approved by Company; PROVIDED THAT at least so much of the exercise price as represents the par value of the Stock to be issued shall be paid other than with a promissory note if otherwise required by state law;

(iii) after the closing of the Company’s first fully underwritten, firm commitment public offering pursuant to an effective registration statement under the Act, other than on Forms S-4 or S-8 or their then equivalents, covering the offer and sale by the Company of its equity securities or such other event as a result of or following which the stock shall be publicly held (an “INITIAL PUBLIC OFFERING”), if permitted by the Committee, at the discretion of the Committee at the time of exercise, (x) through the delivery (or attestation to ownership) of shares of Stock with an aggregate Fair Market Value (as of the date such shares are delivered or attested to) equal to the aggregate Exercise Price and that have been purchased by the Grantee on the open market or that have been held by the Grantee for at least six (6) months and are not subject to restrictions under any plan of the Company, or (y) by the Grantee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the Exercise Price of such Option Shares; PROVIDED THAT in the event the Grantee chooses such payment procedure, the Grantee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure; or

(iv) a combination of the payment methods set forth in clauses (i), (ii) and (iii) above.

(b) Certificates for the Option Shares so purchased will be issued and delivered to the Grantee upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance. Until the Grantee shall have complied with the requirements hereof and of the Plan, including the withholding requirements set forth in SECTION 7 hereof, the Company shall be under no obligation to issue the Option Shares subject to this Option, and the determination of the Committee as to such compliance shall be final and binding on the Grantee. The Grantee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to Issued Shares unless and until this Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered such Issued Shares to the Grantee, and the Grantee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Grantee shall have full dividend and other ownership rights with respect to such Issued Shares, subject to the terms of this Option Agreement.

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall be exercisable after the earlier of the Expiration Date or the termination of this Option as contemplated by SECTION 1(d) and SECTION 6 hereof.

3. SUBJECT TO PLAN.

This Option is subject to all of the terms and conditions set forth in the Plan. Notwithstanding anything in this Option Agreement or the Notice to the contrary, to the extent of any conflict between the terms of the Plan, this Option Agreement, and the Notice, the terms of the Plan shall control.

4. TRANSFERABILITY.

This Option is personal to the Grantee and is not transferable by the Grantee in any manner other than by will or by the laws of descent and distribution; PROVIDED THAT if this Option is designated as a Non-Qualified Stock Option, this Option may also be transferred by the Grantee, without consideration for the transfer, to the Grantee’s spouse, parents, siblings, children (natural or adopted), stepchildren, a trust for their sole benefit of which the Grantee is the settlor or a limited partnership or other unincorporated entity in which the partners or beneficiaries are the foregoing (each a “PERMITTED TRANSFEREE”); PROVIDED THAT the transferee agrees in writing with the Company to be bound by all of the terms and conditions of the Plan and this Option Agreement. This Option may be exercised during the Grantee’s lifetime only by the Grantee (or by the Grantee’s legal representative or guardian in the event of the Grantee’s incapacity) or by a Permitted Transferee pursuant to this SECTION 4. The Grantee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Grantee’s Option in the event of the Grantee’s death to the extent provided herein. If the Grantee does not designate a beneficiary, or if the designated beneficiary predeceases the Grantee, the executor of the Grantee may exercise this Option to the extent permitted herein in the event of the Grantee’s death.

5. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

Subject to SECTION 6 hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger, consolidation or sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for a different number or kind of shares or other securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall make an appropriate or proportionate adjustment in the number and kind of shares or other securities subject to this Option and the exercise price for each share subject to this Option, without changing the aggregate Exercise Price of this Option (i.e., the Exercise Price multiplied by the number of shares of Stock or other securities subject to this Option shall be the same both before

and after any adjustment pursuant to this SECTION 5); PROVIDED THAT the adjusted Exercise Price may not be less than the par value of the Stock. After any such adjustment, all references herein to Stock or common stock shall be deemed to refer to the security that is subject to acquisition upon exercise of this Option and all references to the Company shall be deemed to refer to the issuer of such security. The adjustment by the Committee shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may either make a cash payment in lieu of fractional shares or round any resulting fractional share down to the nearest whole number.

6. EFFECT OF CERTAIN TRANSACTIONS.

Upon the effectiveness of a Change of Control, unless provision is made in connection with the Change of Control for the assumption of all outstanding Awards, or the substitution of such Awards with new Awards of the successor entity or parent thereof (the “ASSUMPTION”), this Option shall terminate. In the event of such termination of this Option, the Grantee shall be permitted to exercise this Option to the extent that it is then exercisable, or becomes exercisable in connection with the Change of Control, for a period of at least ten (10) days prior to the anticipated effective date of such Change of Control; PROVIDED, HOWEVER, that: (i) the exercise of the portion of this Option that becomes vested and exercisable pursuant to the acceleration provisions set forth herein, if any, shall be subject to and conditioned upon the effectiveness of the Change of Control; and (ii) the Grantee may, but will not be required to, condition the exercise of any portion of this Option not described in (i) above upon the effectiveness of the Change of Control.

7. WITHHOLDING TAXES.

(a) PAYMENT BY GRANTEE. The Grantee shall, no later than the date as of which the exercise of this Option (or, if applicable, the issuance, in whole or in part of any Issued Shares, the operation of any law or regulation providing for the imputation of interest related to this Option, or the lapsing of any restriction with respect to any Issued Shares) gives rise to taxable income and subjects the Company to a tax withholding obligation, authorize the Company to withhold from payroll and any other amounts payable to the Grantee or pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state, foreign and local taxes required by law to be withheld with respect to such income.

(b) PAYMENT IN STOCK. Subject to approval by the Committee, in its sole and absolute discretion, the Grantee may elect to have the minimum tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued a number of shares of Stock with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due or (ii) transferring to the Company shares of Stock owned by the Grantee with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligation shall not exceed the amount determined by the applicable minimum statutory withholding rates.

8. RESTRICTIONS ON TRANSFER OF ISSUED SHARES.

If the Grantee (or a Permitted Transferee) shall receive a bona fide offer from a third party for such third party to purchase any Issued Shares, which offer the Grantee (or Permitted Transferee) intends to accept, the Grantee (or Permitted Transferee), before consummating the sale to such third party, shall comply with the right of first refusal and participation in sales provisions in SECTIONS 2 and 3 of the Stockholders Agreement, dated as of November 22, 2000, by and among the Company and certain of its stockholders, as such agreement may be amended and/or restated from time to time. The restrictions on transfer set forth above shall remain in effect until the closing of a Change of Control or an Initial Public Offering (or such other event as a result of or following which the common stock shall be publicly held).

9. COMPLIANCE WITH LEGAL REQUIREMENTS.

The grant of this Option and the issuance of shares of Stock upon exercise of this Option shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities. This

Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, this Option may not be exercised unless: (a) a registration statement under the Act shall at the time of exercise of this Option be in effect with respect to the shares issuable upon exercise, or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of this Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction and the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of this Option, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

10. LOCK-UP PROVISION.

The Grantee and each Permitted Transferee agrees that in the event the Company proposes to offer for sale to the public any shares of common stock of the Company pursuant to a public offering under the Act, if requested in writing by the Company and any underwriter engaged by the Company, not to directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any securities of the Company held by them (except for any securities sold pursuant to such registration statement) or enter into any Hedging Transaction (as defined below) relating to any securities of the Company (including, without limitation, pursuant to Rule 144 under the Act (or any successor or similar exemptive rule hereinafter in effect)) held by them for such period following the effective date of the registration statement of the Company filed under the Act with respect to such offering, as the Company or such underwriter shall specify reasonably and in good faith, not to exceed one hundred eighty (180) days in the case of an initial public offering and ninety (90) days in the case of any follow-on public offering. For purposes of this SECTION 10, “HEDGING TRANSACTION” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Company’s common stock.

11. MISCELLANEOUS PROVISIONS.

(a) ADMINISTRATION. All questions of interpretation concerning this Option Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in this Option.

(b) EMPLOYMENT RIGHTS. The grant of this Option does not confer upon the Grantee any right to continued employment or service with the Company or its Parent or any Subsidiary or interfere in any way with the right of the Company or its Parent or any Subsidiary to terminate the Grantee’s employment or service at any time.

(c) EQUITABLE RELIEF. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Option Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Option Agreement.

(d) CHANGE AND MODIFICATIONS. The Committee may terminate or amend the Plan or this Option at any time; PROVIDED, HOWEVER, that except as provided in ARTICLE XI of the Plan in connection with a Change of Control, no such termination or amendment may adversely affect this Option without the consent of the Grantee unless such termination or amendment is necessary to comply with any applicable law, rule or regulation or, to the extent that this Option is designated as an Incentive Stock Option, is required to enable this Option to continue to qualify as an Incentive Stock Option.

(e) GOVERNING LAW. This Option Agreement shall be governed by and construed in accordance with the laws of State of Florida (or the state of incorporation of any successor corporation) without regard to conflict of law principles thereof.

(f) HEADINGS. The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Option Agreement and shall not be considered in the interpretation of this Option Agreement.

(g) INTEGRATED AGREEMENT. This Option Agreement, the Notice and the Plan constitute the entire understanding and agreement between the Grantee and the Company with respect to the subject matter contained herein and supercedes any prior agreements, understandings, restrictions, representations, or warranties among the Grantee and the Company with respect to such subject matter except as provided for herein. To the extent contemplated herein, the provisions of this Option Agreement shall survive any exercise of this Option and shall remain in full force and effect.

(h) SAVING CLAUSE. If any provision(s) of this Option Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.

(i) NOTICES. All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or two (2) days after deposit in the mail if mailed by first class registered or certified mail, postage prepaid or one (1) business day after deposit with a nationally recognized overnight carrier. Notices to the Company or the Grantee shall be addressed to such address or addresses as may have been furnished by such party in writing to the other.

(j) BENEFIT AND BINDING EFFECT. This Option Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, permitted assigns, and legal representatives. The Company has the right to assign this Option Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.

APPENDIX A
STOCK OPTION EXERCISE NOTICE

Optium Corporation
2721 Discovery Drive, Suite 500
Orlando, Florida, 32826
Attention: Chief Financial Officer/ Chief Executive Officer

Date:

Pursuant to the terms of the Notice of Grant of Stock Option dated , and the Stock Option Agreement granted pursuant to the Optium Corporation Stock Incentive Plan, as amended and entered into by Optium Corporation and on such date, I hereby [CIRCLE ONE] partially/fully exercise such Option by including herein payment in the amount of $ representing the purchase price for shares of Stock, all of which have vested in accordance with the Notice of Grant of Stock Option. I hereby authorize payroll withholding or otherwise will make adequate provision for federal, state, foreign and local tax withholding obligations of the Company, if any, that arise in connection with the Option.

I acknowledge that the shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Plan, the Notice of Grant of Stock Option, and the Option Agreement, copies of which I have received and carefully read and understand, including the Company’s right of first refusal and right of repurchase set forth therein, to all of which I hereby expressly assent.

I hereby represent that I am purchasing the shares of Stock for my own account and not with a view to any sale or distribution thereof. I understand that Rule 144, promulgated under the Securities Act of 1933, as amended, which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect to such shares and, in any event, is available only if certain conditions are satisfied. I acknowledge that any sale of such shares that might be made in reliance on Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such rule and that a copy of Rule 144 will be delivered to me upon my request. Finally, I agree that, IF THE OPTION IS DESIGNATED AS AN “INCENTIVE STOCK OPTION” IN THE NOTICE OF GRANT OF STOCK OPTION, that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the shares acquired pursuant to the option within one (1) year from the date of exercise of all or part of the Option or within two (2) years of the date of grant of the Option.

Sincerely yours,

Address:

Exhibit 99.2

OPTIUM CORPORATION

2006 STOCK OPTION AND INCENTIVE PLAN

GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Optium Corporation 2006 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including consultants and prospective employees) of Optium Corporation (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Acquisition” shall mean: (x) the sale of the Company by merger in which the stockholders of the Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor), or (y) any sale of all or substantially all of the assets or capital stock of the Company (other than in a spin-off or similar transaction), or (z) any other acquisition of the business of the Company, as determined by the Board.

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Deferred Stock Awards, Restricted Stock Awards, Unrestricted Stock Awards and Cash-based Awards.

“Award Agreement” means a written or electronic agreement setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan.

“Board” means the Board of Directors of the Company.

“Cash-based Award” means an Award entitling the recipient to receive a cash-denominated payment.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Committee” means the compensation committee of the Board or a similar committee performing the functions of the compensation committee and which is comprised of not less than two Non-Employee Directors who are independent.

“Covered Employee” means an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.

“Deferred Stock Award” means an Award of phantom stock units to a grantee.

“Effective Date” means the date on which the Plan is approved by stockholders as set forth in Section 19.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee; provided, however, that if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ National System or a national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations; provided further, however, that if the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on NASDAQ or on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering.

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Initial Public Offering” means the consummation of the first fully underwritten, firm commitment public offering pursuant to an effective registration statement under the Act covering the offer and sale by the Company of its equity securities, or such other event as a result of or following which the Stock shall be publicly held.

“Non-Employee Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

“Performance-based Award” means any Restricted Stock Award, Deferred Stock Award or Cash-based Award granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder.

“Performance Criteria” means the criteria that the Committee selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Committee, including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish Performance Goals are limited to the following: earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the Stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, stockholder returns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of Stock, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.

“Performance Cycle” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a Restricted Stock Award, Deferred Stock Award or Cash-based Award.

“Performance Goals” means, for a Performance Cycle, the specific goals established in writing by the Committee for a Performance Cycle based upon the Performance Criteria.

“Restricted Stock Award” means an Award entitling the recipient to acquire, at such purchase price (which may be zero) as determined by the Committee, shares of Stock subject to such restrictions and conditions as the Committee may determine at the time of grant.

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Stock” means the Common Stock, par value $0.01 per share, of the Company, subject to adjustments pursuant to Section 3.

“Stock Appreciation Right” means an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary corporation.

“Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions.

ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS

Committee . The Plan shall be administered by the Committee.

Powers of the Committee . The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

to select the individuals to whom Awards may from time to time be granted;

to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Deferred Stock Awards, Unrestricted Stock Awards and Cash-based Awards, or any combination of the foregoing, granted to any one or more grantees;

to determine the number of shares of Stock to be covered by any Award;

to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of written instruments evidencing the Awards;

to accelerate at any time the exercisability or vesting of all or any portion of any Award;

subject to the provisions of Section 5(a)(ii), to extend at any time the period in which Stock Options may be exercised; and

at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Committee shall be binding on all persons, including the Company and Plan grantees.

Delegation of Authority to Grant Awards . The Committee, in its discretion, may delegate to any executive officer of the Company all or part of the Committee’s authority and duties with respect to the granting of Awards, to individuals who are (i) not subject to the reporting and other provisions of Section 16 of the Exchange Act or (ii) not Covered Employees. Any such delegation by the Committee shall include a limitation as to the amount of Awards that may be granted during the period of the delegation and shall contain guidelines as to the determination of the exercise price of any Stock Option or Stock Appreciation Right, the conversion ratio or price of other Awards and the vesting criteria. The Committee may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan.

Award Agreement . Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award, the provisions applicable in the event employment or service terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.

Indemnification . Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

Foreign Award Recipients . Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

Stock Issuable . The maximum number of shares of Stock reserved and available for issuance under the Plan shall be the sum of (i) 283,333, (ii) the number of shares equal to the number of stock options or other awards returned to the Company’s Stock Incentive Plan after the Effective Date, as a result of the expiration, cancellation or termination of such stock options or other awards and (iii) as of January 1, 2007 and on the first day of each fiscal quarter thereafter, a number of shares equal to three fourths of one percent (0.75%) of the Company’s outstanding Stock on such date, subject to adjustment as provided in Section 3(b); provided that not more than 283,333 shares shall be issued in the form of Incentive Stock Options. For purposes of this limitation, the shares of Stock underlying any Awards that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation Rights with respect to no more than 833,333 shares of Stock may be granted to any one individual grantee during any one calendar year period. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

Changes in Stock . Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual grantee and the maximum number of shares that may be granted under a Performance-based Award, (iii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (v) the price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Committee shall also adjust the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration material changes in accounting practices or principles, extraordinary dividends, acquisitions or dispositions of stock or property or any other event to the extent necessary to avoid distortion in the operation of the Plan. The adjustment by the Committee shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares.

No adjustment shall be made under this Section 3(b) in the case of an Option or Stock Appreciation Right, without the consent of the grantee, if it would constitute a modification, extension or renewal of the Option within the meaning of Section 424(h) of the Code or a modification of the Option or Stock Appreciation Right such that the Option or Stock Appreciation Right becomes treated as “nonqualified deferred compensation” subject to Section 409A.

Consequences of an Acquisition . Upon the consummation of an Acquisition, the Board or the board of directors of the surviving or acquiring entity (as used in this Section 3(c), also the “Board”), shall, as to outstanding Awards (on the same basis or on different bases as the Board shall specify), make appropriate provision for the continuation of such Awards by the Company or the assumption of such Awards by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such Awards either (a) the consideration payable with respect to the outstanding shares of Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring entity or (c) such other securities or other consideration as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of Stock subject to such Awards immediately preceding the Acquisition. In addition to or in lieu of the foregoing, with respect to outstanding Options and Stock Appreciation Rights, the Board may, on the same basis or on such different bases as the Board shall specify, upon written notice to the affected optionees, provide that one or more Options and Stock Appreciation Rights then outstanding must be exercised, in whole or in part, within a specified number of days of the date of such notice, at the end of which period such Options and Stock Appreciation Rights shall terminate, or provide that one or more Options and Stock Appreciation Rights then outstanding, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market value (as determined by the Board in its sole discretion) for the shares subject to such Options and Stock Appreciation Rights over the exercise price thereof; provided, however, that before terminating any portion of an Option or Stock Appreciation Right that is not vested or exercisable (other than in exchange for a cash payment), the Board must first accelerate in full the exercisability of the portion that is to be terminated. Unless otherwise determined by the Board (on the same basis or on such different bases as the Board shall specify), any repurchase rights or other rights of the Company that relate to an Option, Stock Appreciation Right or other Award shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for an Option, Stock Appreciation Right or other Award pursuant to this paragraph. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.

Substitute Awards . The Committee may grant Awards under the Plan in substitution for stock and stock based awards held by employees, directors or other key persons of another corporation in connection with the merger or consolidation of the employing corporation with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances. Any substitute Awards granted under the Plan shall not count against the share limitation set forth in Section 3(a).

ELIGIBILITY

Grantees under the Plan will be such full or part-time officers and other employees, Non-Employee Directors and key persons (including consultants and prospective employees) of the Company and its Subsidiaries as are selected from time to time by the Committee in its sole discretion.

STOCK OPTIONS

Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve.

Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.

Stock Options Granted to Employees and Key Persons . The Committee in its discretion may grant Stock Options to eligible employees and key persons of the Company or any Subsidiary. Stock Options granted pursuant to this Section 5(a) shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable. If the Committee so

determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Committee may establish.

Exercise Price . The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5(a) shall be determined by the Committee at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date.

Option Term . The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the date of grant.

Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Committee at or after the grant date. The Committee may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.

Method of Exercise . Stock Options may be exercised in whole or in part, by giving written notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods to the extent provided in the Option Award Agreement:

In cash, by certified or bank check or other instrument acceptable to the Committee;

Through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the optionee on the open market or that are beneficially owned by the optionee and are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date. To the extent required to avoid variable accounting treatment under FAS 123R or other applicable accounting rules, such surrendered shares shall have been owned by the optionee for at least six months; or

By the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure.

Payment instruments will be received subject to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Option Award Agreement or applicable provisions of laws (including the satisfaction of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the optionee upon the exercise of the Stock Option shall be net of the number of shares attested to. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use of such an automated system.

Annual Limit on Incentive Stock Options . To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by an optionee during any calendar year

shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.

STOCK APPRECIATION RIGHTS

Exercise Price of Stock Appreciation Rights . The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Stock on the date of grant (or more than the Stock Option exercise price per share, if the Stock Appreciation Right was granted in tandem with a Stock Option).

Grant and Exercise of Stock Appreciation Rights . Stock Appreciation Rights may be granted by the Committee in tandem with, or independently of, any Stock Option granted pursuant to Section 5 of the Plan. In the case of a Stock Appreciation Right granted in tandem with a Non-Qualified Stock Option, such Stock Appreciation Right may be granted either at or after the time of the grant of such Option. In the case of a Stock Appreciation Right granted in tandem with an Incentive Stock Option, such Stock Appreciation Right may be granted only at the time of the grant of the Option.

A Stock Appreciation Right or applicable portion thereof granted in tandem with a Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the related Option.

Terms and Conditions of Stock Appreciation Rights . Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Committee, subject to the following:

Stock Appreciation Rights granted in tandem with Options shall be exercisable at such time or times and to the extent that the related Stock Options shall be exercisable.

Upon exercise of a Stock Appreciation Right, the applicable portion of any related Option shall be surrendered.

RESTRICTED STOCK AWARDS

Nature of Restricted Stock Awards . The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The grant of a Restricted Stock Award is contingent on the grantee executing the Restricted Stock Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.

Rights as a Stockholder . Upon execution of the Restricted Stock Award Agreement and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to the voting of the Restricted Stock, subject to such conditions contained in the Restricted Stock Award Agreement. Unless the Committee shall otherwise determine, (i) uncertificated Restricted Stock shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Stock are vested as provided in Section 7(d) below, and (ii) certificated Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Committee may prescribe.

Restrictions . Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award Agreement. Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section 17 below, in writing after the Award Agreement is issued, if any, if a grantee’s employment (or other service relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Stock that has not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company be deemed to have been reacquired by the Company at its original purchase price from such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed reacquisition of unvested Restricted Stock that are represented by physical certificates, a grantee shall surrender such certificates to the Company upon request without consideration.

Vesting of Restricted Stock . The Committee at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed “vested.” Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section 16 below, in writing after the Award Agreement is issued, a grantee’s rights in any shares of Restricted Stock that have not vested shall automatically terminate upon the grantee’s termination of employment (or other service relationship) with the Company and its Subsidiaries and such shares shall be subject to the provisions of Section 7(c) above.

DEFERRED STOCK AWARDS

Nature of Deferred Stock Awards . The Committee shall determine the restrictions and conditions applicable to each Deferred Stock Award at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives. The grant of a Deferred Stock Award is contingent on the grantee executing the Deferred Stock Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees. At the end of the deferral period, the Deferred Stock Award, to the extent vested, shall be paid to the grantee in the form of shares of Stock.

Election to Receive Deferred Stock Awards in Lieu of Compensation . The Committee may, in its sole discretion, permit a grantee to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of a Deferred Stock Award. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Committee and in accordance with Section 409A and such other rules and procedures established by the Committee. The Committee shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Committee deems appropriate. Any such deferred compensation shall be converted to a fixed number of phantom stock units based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee but for the deferral.

Rights as a Stockholder . During the deferral period, a grantee shall have no rights as a stockholder; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the phantom stock units underlying his Deferred Stock Award, subject to such terms and conditions as the Committee may determine.

Termination . Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section 16 below, in writing after the Award Agreement is issued, a grantee’s right in all Deferred Stock Awards that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.

UNRESTRICTED STOCK AWARDS

Grant or Sale of Unrestricted Stock . The Committee may, in its sole discretion, grant (or sell at par value or such higher purchase price determined by the Committee) an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

CASH-BASED AWARDS

Grant of Cash-based Awards . The Committee may, in its sole discretion, grant Cash-based Awards to any grantee in such number or amount and upon such terms, and subject to such conditions, as the Committee shall determine at the time of grant. The Committee shall determine the maximum duration of the Cash-based Award, the amount of cash to which the Cash-based Award pertains, the conditions upon which the Cash-based Award shall become vested or payable, and such other provisions as the Committee shall determine. Each Cash-based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Committee. Payment, if any, with respect to a Cash-based Award shall be made in accordance with the terms of the Award and may be made in cash or in shares of Stock, as the Committee determines.

PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES

Performance-based Awards . Any employee or other key person providing services to the Company and who is selected by the Committee may be granted one or more Performance-based Awards in the form of a Restricted Stock Award, Deferred Stock Award or Cash-based Award payable upon the attainment of Performance Goals that are established by the Committee and relate to one or more of the Performance Criteria, in each case on a specified date or dates or over any period or periods determined by the Committee. The Committee shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for any Performance Period. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, or an individual. The Committee, in its discretion, may adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development, or (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions provided however, that the Committee may not exercise such discretion in a manner that would increase the Performance-based Award granted to a Covered Employee. Each Performance-based Award shall comply with the provisions set forth below.

Grant of Performance-based Awards . With respect to each Performance-based Award granted to a Covered Employee, the Committee shall select, within the first 90 days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Committee may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-based Awards to different Covered Employees.

Payment of Performance-based Awards . Following the completion of a Performance Cycle, the Committee shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount of the Performance-based Awards earned for the Performance Cycle. The Committee shall then determine the actual size of each Covered Employee’s Performance-based Award, and, in doing so, may reduce or eliminate the amount of the Performance-based Award for a Covered Employee if, in its sole judgment, such reduction or elimination is appropriate.

Maximum Award Payable . The maximum Performance-based Award payable to any one Covered Employee under the Plan for a Performance Cycle is 833,333 Shares (subject to adjustment as provided in Section 3(b) hereof) or $10,000,000 in the case of a Performance-based Award that is a Cash-based Award.

Transferability of Awards

Transferability . Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.

Committee Action . Notwithstanding Section 12(a), the Committee, in its discretion, may provide either in the Award Agreement regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Awards (other than any Incentive Stock Options) to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award.

Family Member . For purposes of Section 12(b), “family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than 50 percent of the voting interests.

Designation of Beneficiary . Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.

TAX WITHHOLDING

Payment by Grantee . Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied by the grantee.

Payment in Stock . Subject to approval by the Committee, a grantee may elect to have the Company’s minimum required tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due, or (ii) transferring to the Company shares of Stock owned by the grantee with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.

Additional Conditions Applicable to Nonqualified Deferred Compensation Under Section 409A.

In the event any Stock Option or Stock Appreciation Right under the Plan is materially modified and deemed a new grant at a time when the Fair Market Value exceeds the exercise price, or any other Award is otherwise determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the following additional conditions shall apply and shall supersede any contrary provisions of this Plan or the terms of any agreement relating to such 409A Award.

Exercise and Distribution . Except as provided in Section 14(b) hereof, no 409A Award shall be exercisable or distributable earlier than upon one of the following:

Specified Time . A specified time or a fixed schedule set forth in the written instrument evidencing the 409A Award.

Separation from Service . Separation from service (within the meaning of Section 409A) by the 409A Award grantee; provided, however, that if the 409A Award grantee is a “key employee” (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Company’s Stock is publicly traded on an established securities market or otherwise, exercise or distribution under this Section 14(a)(ii) may not be made before the date that is six months after the date of separation from service.

Death . The date of death of the 409A Award grantee.

Disability . The date the 409A Award grantee becomes disabled (within the meaning of Section 14(c)(ii) hereof).

Unforeseeable Emergency . The occurrence of an unforeseeable emergency (within the meaning of Section 14(c)(iii) hereof), but only if the net value (after payment of the exercise price) of the number of shares of Stock that become issuable does not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the exercise, after taking into account the extent to which the emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the grantee’s other assets (to the extent such liquidation would not itself cause severe financial hardship).

Change in Control Event . The occurrence of a Change in Control Event (within the meaning of Section 14(c)(i) hereof), including the Company’s discretionary exercise of the right to accelerate vesting of such grant upon a Change in Control Event or to terminate the Plan or any 409A Award granted hereunder within 12 months of the Change in Control Event.

No Acceleration . A 409A Award may not be accelerated or exercised prior to the time specified in Section 14(a) hereof, except in the case of one of the following events:

Domestic Relations Order . The 409A Award may permit the acceleration of the exercise or distribution time or schedule to an individual other than the grantee as may be necessary to comply with the terms of a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

Conflicts of Interest . The 409A Award may permit the acceleration of the exercise or distribution time or schedule as may be necessary to comply with the terms of a certificate of divestiture (as defined in Section 1043(b)(2) of the Code).

Change in Control Event . The Committee may exercise the discretionary right to accelerate the vesting of such 409A Award upon a Change in Control Event or to terminate the Plan or any 409A Award granted thereunder within 12 months of the Change in Control Event and cancel the 409A Award for compensation.

Definitions . Solely for purposes of this Section 14 and not for other purposes of the Plan, the following terms shall be defined as set forth below:

“Change in Control Event” means the occurrence of a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company (as defined in Section 1.409A-3(g) of the proposed regulations promulgated under Section 409A by the Department of the Treasury on September 29, 2005 or any subsequent guidance).

“Disabled” means a grantee who (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or its Subsidiaries.

“Unforeseeable Emergency” means a severe financial hardship to the grantee resulting from an illness or accident of the grantee, the grantee’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the grantee, loss of the grantee’s property due to casualty, or similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the grantee.

TRANSFER, LEAVE OF ABSENCE, ETC.

For purposes of the Plan, the following events shall not be deemed a termination of employment:

a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or

an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing.

AMENDMENTS AND TERMINATION

The Board may, at any time, amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. Except as provided in Section 3(b) or 3(c), in no event may the Committee exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation and re-grants. Any material Plan amendments (other than amendments that curtail the scope of the Plan), including any Plan amendments that (i) increase the number of shares reserved for issuance under the Plan, (ii) expand the type of awards available under, materially expand the eligibility to participate in, or materially extend the term of, the Plan, or (iii) materially change the method of determining Fair Market Value, shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. In addition, to the extent determined by the Committee to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 16 shall limit the Committee’s authority to take any action permitted pursuant to Section 3(c).

STATUS OF PLAN

With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

GENERAL PROVISIONS

No Distribution . The Committee may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

Delivery of Stock Certificates . Stock certificates to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel (to the extent the Board deems such advice necessary or advisable), that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are listed, quoted or traded. All Stock certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Board may require that an individual make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.

Stockholder Rights . Until Stock is deemed delivered in accordance with Section 19(b), no right to vote or receive dividends or any other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other action by the grantee with respect to an Award.

Other Compensation Arrangements; No Employment Rights . Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.

Trading Policy Restrictions . Option exercises and other Awards under the Plan shall be subject to such Company’s insider trading policy and procedures, as in effect from time to time.

Forfeiture of Awards under Sarbanes-Oxley Act . If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, then any grantee who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any Award received by such individual under the Plan during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission, as the case may be, of the financial document embodying such financial reporting requirement.

EFFECTIVE DATE OF PLAN

This Plan shall become effective upon approval by the holders of a majority of the votes cast at a meeting of stockholders at which a quorum is present or pursuant to a written consent of stockholders. No grants of Stock Options and other Awards may be made hereunder after the tenth (10 ^th ) anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth (10 ^th ) anniversary of the date the Plan is approved by the Board.

GOVERNING LAW

This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, applied without regard to conflict of law principles.

DATE APPROVED BY BOARD OF DIRECTORS: August 17, 2006

DATE APPROVED BY STOCKHOLDERS: October 10, 2006

SECTION 102 ADDENDUM

TO OPTIUM CORPORATION 2006 STOCK OPTION AND INCENTIVE PLAN

		This Addendum to the Optium Corporation 2006 Stock Option And Incentive Plan (respectively “ Addendum ” and “ Plan ”) shall be valid for all grants of stock options and other stock incentives made by Optium Corporation (the “ Company ”) under the Plan to Participants (as defined below).

		This Addendum is made in order to adjust the Plan to Section 102 of the Israeli Income Tax Ordinance [new version] – 1961 and the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003, so as to enable the grant of stock based incentives under the Plan to Participants.

		Regardless of any provision of the Plan stating otherwise, the provisions of this Addendum are added to and shall be valid for all grants of Stock Options, or any other stock based incentive by the Company under the Plan to Participants. Except as detailed below, all other provisions, definitions, terms and conditions, of the Plan shall continue to be valid and in full force and effect.

1.		DEFINITIONS

		DEFINED TERMS

		Initially capitalized terms, as used in this Addendum, shall have the meaning ascribed thereto as set forth below:


	“Affiliate(s)”		means a present or future company that employs Israeli residents and that either (i) Controls Optium Corporation or is Controlled by Optium Corporation or is Controlled by Optium Corporation’s subsidiaries; or (ii) is Controlled by the same person or entity that Controls Optium Corporation.

	“Allocate” or “Allocated”		with respect to Options, means the allocation of Options by the Company to the Trustee on behalf of a Participant.

	“Control” or “Controlled”		shall have the meaning ascribed thereto in Section 102.

	“Holding Period”		means the period in which the Allocated Options granted to a Participant or, upon exercise thereof the Underlying Shares, are to be held by the Trustee on behalf of the Participant, in accordance with Section 102, and pursuant to the Tax Track which the Company selects

	“Option”		means a stock option or an Award as defined in the Plan or any other incentive based on stock, granted by the Company to the Participant according to the Plan.

	“Participant”		means an Israeli resident who is an employee, officer or director of the Company or any Affiliate (provided that such person does not Control the Company), on behalf of whom an Option is Allocated pursuant to the Plan.

	“Section 102”		means Section 102 of the Tax Ordinance.

	“Section 102 Letter”		means a letter or an agreement, in which the Participant is notified of the decision to grant the Participant Options according to the terms of Section 102. The Section 102 Letter shall specify the Tax Track that the Company has elected. The Section 102 Letter shall include the Participant Undertakings specified in Section 5 of this Addendum.


	“Section 102 Rules” or “Rules”		means the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003.

	“Tax Ordinance”		means the Israeli Income Tax Ordinance [New Version], 1961, as amended, and any regulations, rules, orders or procedures promulgated thereunder.

	“Tax Track”		means one of the three tax tracks described under Section 102, specifically: (1) the “Capital Gains Track Through a Trustee”; (2) “Income Tax Track Through a Trustee”; or (3) the “Income Tax Track Without a Trustee”; each as defined in Sections 1.1-1.2, respectively.

	“Trust Agreement”		means the trust agreement signed between the Company or Affiliate and the Trustee.

	“Trustee”		means the trustee appointed by the Company or the Affiliate to hold in trust on behalf of each Participant the Allocated Options and the Underlying Shares, in accordance to the provisions of Section 102 and the Trust Agreement.

	“Underlying Share”		means a share of the Company issued upon the exercise of an Option according to the provisions of the Plan.

2.		TRUST ARRANGEMENT AND HOLDING PERIOD

		Options shall be granted to Participants according to the provisions of Section 102.

2.1		TRUSTEE TAX TRACKS

		If the Company elects to grant Options through (i) the Capital Gains Track Through a Trustee, or (ii) the Income Tax Track Through a Trustee, then, in accordance with the requirements of Section 102, the Company shall appoint a Trustee who will hold in trust on behalf of each Participant the Allocated Options and the Underlying Shares issued upon exercise of such Options in trust on behalf of each Participant according to the provisions of Section 102 and the Trust Agreement.

		The Holding Period for the Options will be as follows:

(A) The Capital Gains Tax Track Through a Trustee – if the Company elects to Allocate the Options according to the provisions of this track, then the Holding Period will be 24 months from the date of Allocation to the Trustee on behalf of the Participant, or such shorter period as may be approved by the Israeli Tax Authorities or by an amendment to Section 102 or the Rules.

(B) Income Tax Track Through a Trustee – if the Company elects to Allocate Options according to the provisions of this track, then the Holding Period will be 12 months from the date of Allocation to the Trustee on behalf of the Participant, or such shorter period as may be approved by the Israeli Tax Authorities or by an amendment to Section 102 or the Rules.

Subject to Section 102 and the Rules, Participants shall not be able to receive from the Trustee, nor shall they be able to sell or dispose of Underlying Shares before the end of the applicable Holding Period. If a Participant sells or removes the Underlying Shares form the Trustee before the end of the applicable Holding Period (“ Breach ”), the Participant shall pay all applicable taxes imposed on such Breach by Section 7 of the Rules.

In the event of a distribution of rights, including an issuance of bonus shares, in connection with Options originally Allocated (the “ Additional Rights ”), all such Additional Rights shall be Allocated and/or issued to the Trustee for the benefit of Participants, and shall be held by the Trustee for the remainder of the Holding Period applicable to the Options originally Allocated. Such Additional Rights shall be treated in accordance with the provisions of the applicable Tax Track.

2.2		INCOME TAX TRACK WITHOUT A TRUSTEE

		If the Company elects to Allocate Options according to the provisions of this track, then the Options will not be subject to a Holding Period.

2.3		TRACK SELECTION

		The Company or Affiliate, in their sole discretion, shall elect under which of the above three Tax Tracks each Option is granted and shall notify the Participant in the Section 102 Letter, which Tax Track applies to each granted Option.

2.4		CONCURRENT CONDITIONS

		The Holding Period, if any, is in addition to the vesting period specified in the Plan or in the Award Agreement (as defined in the Plan). The Holding Period and vesting period may run concurrently, but neither is a substitute for the other, and each are independent terms and conditions for Options granted.

2.5		TRUST AGREEMENT

		The terms and conditions applicable to the trust relating to the Tax Track selected by the Company, as appropriate, shall be set forth in an agreement signed by the Company and the Trustee (the “Trust Agreement”).

3.		TAX MATTERS

		This Addendum and grants to Participants shall be governed by, and shall conform with and be interpreted so as to comply with, the requirements of Section 102, any written approval from the Israeli Tax Authorities and any amendment to Section 102 or the Rules.

		All tax consequences under any applicable law which may arise from the grant or Allocation of Options, from the exercise thereof or from the holding or sale of Underlying Shares (or other securities issued under the Plan) by or on behalf of the Participant, shall be borne solely by the Participant. The Participant shall indemnify the Company and/or Affiliate and/or Trustee, as the case may be, and hold them harmless, against and from any liability for any such tax or any penalty, interest or indexing.

		If the Company elects to Allocate Options according to the provisions of the Income Tax Track Without a Trustee (Section 2.2 of this Addendum), and if prior to the exercise of any and/or all of these Options, such Participant ceases to be an employee, director, or officer of the Company or Affiliate, the Participant shall deposit with the Company a guarantee or other security as required by law, in order to ensure the payment of applicable taxes upon the Exercise of such Options.

4.		WITHHOLDING TAXES

		Whenever an amount with respect to withholding tax relating to Options granted to a Participant and/or Underlying Shares issued upon the exercise thereof is due from the Participant and/or the Company and/or an Affiliate and/or the Trustee, the Company and/or an Affiliate and/or the Trustee shall have the right to demand from a Participant such amount sufficient to satisfy any applicable withholding tax requirements related thereto, and whenever Shares or any other non-cash assets are to be delivered pursuant to the exercise of an Option, or transferred thereafter, the

		Company and/or an Affiliate and/or the Trustee shall have the right to require the Participant to remit to the Company and/or to the Affiliate and/or the Trustee, an amount in cash sufficient to satisfy any applicable withholding tax requirements related thereto, and if such amount is not timely remitted, the Company and/or the Affiliate and/or the Trustee shall have the right to withhold or set-off (subject to applicable law) such Shares or any other non-cash assets pending payment by the Participant of such amounts.

		Until all taxes have been paid in accordance with Rule 7 of the Section 102 Rules, Options and/or Underlying Shares may not be sold, transferred, assigned, pledged, encumbered, or otherwise willfully hypothecated or disposed of, and no power of attorney or deed of transfer, whether for immediate or future use may be validly given. Notwithstanding the foregoing, the Options and/or Underlying Shares may be validly transferred in a transfer made by will or laws of descent, provided that the transferee thereof shall be subject to the provisions of Section 102 and the Section 102 Rules as would have been applicable to the deceased Participant were he or she have survived.

5.		PARTICIPANT UNDERTAKINGS IN THE SECTION 102 LETTER

		In the Section 102 Letter, in accordance with the requirements of Section 102, the Participant shall (1) agree and acknowledge that he or she have received and read the Plan, the Section 102 Letter; (2) undertake all the provisions set forth in: Section 102 (including provisions regarding the applicable Tax Track that the Company or Affiliate has selected), the Section 102 Rules, the Plan, the award document, the Section 102 Letter and the Trust Agreement; and (3) subject to the provisions of Section 102 and the Rules, undertake not to sell or release the Underlying Shares from Trust before the end of the Holding Period.

Exhibit 99.3

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE.

AMENDED AND RESTATED
WARRANT TO PURCHASE
COMMON STOCK
OF
FINISAR CORPORATION

VOID AFTER JANUARY 31, 2013

This Amended and Restated Warrant (this “Warrant”) was originally issued to [Employee] or his registered assigns (the “Employee”) by Optium Corporation, a Delaware corporation (“Optium”) on May 1, 2003 (the “Warrant Issue Date”), and was assumed by Finisar Corporation, a Delaware Corporation (hereinafter referred to as “Finisar” or the “Company”) pursuant to that certain Agreement and Plan of Merger by and among Finisar, Fig Combination Corporation , a Delaware corporation and a wholly-owned subsidiary of Finisar, and Optium dated May 15, 2008. This Warrant was issued to the Employee in connection with his employment by Optium.

1. NUMBER OF SHARES SUBJECT TO WARRANT; EXERCISE PRICE. Subject to the terms and conditions hereinafter set forth, the Employee is entitled, upon surrender of this Warrant at the principal office of the Company, to purchase from the Company [Number of Shares] shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $0.10 per share (as may be adjusted herein, the “Exercise Price”).

2. EXERCISE PERIOD. Except as otherwise provided for herein, this Warrant shall be exercisable, in whole or in part, at any time prior to 5:00 p.m. eastern time on the tenth (10th) anniversary of the Warrant Issue Date (the “Warrant Termination Date”); PROVIDED, that if the employment by the Company of the Employee is terminated for any reason or reasons prior to this Warrant becoming exercisable, then this Warrant shall expire without ever becoming exercisable; and, PROVIDED FURTHER, that if the employment by the Company of the Employee is terminated for any reason or reasons after this Warrant first becomes exercisable, then this Warrant shall expire and no longer be exercisable on the earlier of: the Warrant Termination Date or (ii) the date that is ninety (90) days following the date of such termination.

3. NOTICE OF SALE. The Company shall provide written notice to the Employee not less than thirty (30) days prior to the consummation of a Change in Control. For purposes of this Warrant, a “Change of Control” shall mean either of the following:

(b) any transaction pursuant to which persons who are not current shareholders of the Company acquire by merger, consolidation, reorganization, division or other business combination or

transaction, or by a purchase of an interest in the Company, an interest in the Company so that after such transaction, the shareholders of the Company immediately prior to such transaction no longer have a controlling (i.e., 50% or more) voting interest in the Company.

However, notwithstanding the foregoing, in no event shall an initial public offering of the Company’s common stock constitute a Change of Control.

4. METHOD OF EXERCISE. While this Warrant remains outstanding and exercisable in accordance with SECTION 2 hereof, the purchase rights hereby represented may be exercised in whole but not in part, at the election of the Employee, by the tender of the Notice of Exercise in substantially the form attached hereto as EXHIBIT A and the surrender of this Warrant at the principal office of the Company and by the payment to the Company in cash, by check, cancellation of indebtedness, shares of Common Stock that have been held by the Employee for at least six (6) months (or shares previously issued upon conversion thereof) or other form of payment acceptable to the Company, of an amount equal to the then applicable Exercise Price multiplied by the number of Shares then being purchased. For purposes of this SECTION 4, the fair market value of a share of Common Stock (or shares previously issued upon conversion thereof) as of a particular date shall be determined by the Company’s Board of Directors in its reasonable discretion; PROVIDED that if such shares issuable upon exercise of this Warrant are traded on a national securities exchange or admitted to quotation on the National Association of Securities Dealers Automated Quotation System, the fair market value on any given date shall be the average of the closing sale prices on such exchange or system of such shares issuable upon exercise of this Warrant for the 20 trading days preceding such date.

5. CERTIFICATES FOR SHARES. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter (with appropriate restrictive legends, as applicable).

6. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a) SUBDIVISIONS, COMBINATIONS AND OTHER ISSUANCES. If the Company shall at any time prior to the exercise or expiration of this Warrant subdivide its shares of Common Stock (or any successor security as provided for in SECTION 6(b)), by split-up or otherwise, or combine its shares of Common Stock (or any successor security as provided for in SECTION 6(b)), or issue additional Common Stock as a dividend with respect to any of its shares of Common Stock (or any successor security as provided for in SECTION 6(b)), the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, provided that the aggregate exercise price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this SECTION 6(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

(b) RECLASSIFICATION, REORGANIZATION AND CONSOLIDATION. In the event of any corporate reclassification, capital reorganization, consolidation, spin-off or change in the shares of Common Stock (other than as a result of a subdivision, combination, or dividend provided for in SECTION 6(a) above), then, as a condition of such event, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Employee, so that the Employee shall have the right at any time prior to the expiration of this Warrant to

purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and/or other securities and property receivable in connection with such event by a Employee of the same number of shares for which this Warrant could have been exercised immediately prior to such event. In any such case appropriate provisions shall be made with respect to the rights and interest of the Employee so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price, provided that the aggregate exercise price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same.

(c) NOTICE OF ADJUSTMENT. When any adjustment is required to be made to the Exercise Price or in the number or kind of Shares purchasable upon exercise of the Warrant, the Company shall promptly notify the Employee of such event and of the adjusted Exercise Price or number of Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

7. ASSUMPTION OF WARRANT. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be an acquisition of the Company by another entity by means of a merger, reorganization or consolidation of the Company or any other similar transaction, then, as a part of such acquisition, lawful provision shall be made so that the Employee shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such acquisition which the Employee would have been entitled to receive in such acquisition if this Warrant had been exercised immediately before such acquisition.

8. NO FRACTIONAL SHARES OR SCRIP. No fractional Shares or scrip representing fractional Shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional Shares the Company shall make a cash payment therefor on the basis of the fair market value determined in accordance with SECTION 4.

9. NO SHAREHOLDER RIGHTS. Prior to exercise of this Warrant, the Employee shall not be entitled to any rights of a shareholder with respect to the Shares, including (without limitation) the right to vote such Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of shareholder meetings, and such Employee shall not be entitled to any notice or other communication concerning the business or affairs of the Company. However, nothing in this SECTION 9 shall limit the right of the Employee to be provided the notices required under this Warrant.

10. COMPLIANCE WITH SECURITIES ACT; TRANSFERABILITY OF WARRANT OR SHARES.

(a) COMPLIANCE WITH SECURITIES ACT. The Employee, by acceptance hereof, agrees that this Warrant, and the Shares issuable upon exercise of this Warrant, are being acquired for investment and that such Employee will not offer, sell or otherwise dispose of this Warrant, or any Shares issuable upon exercise of this Warrant, except under circumstances which will not result in a violation of the Securities Act, or any applicable state securities laws. This Warrant and all Shares issued upon exercise of this Warrant (unless registered under the Securities Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED

EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM, AND, IF REQUESTED BY THE COMPANY, THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THAT EFFECT. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE.”

(b) TRANSFERABILITY. Subject to compliance with applicable federal and state securities laws, the Shares issuable upon exercise of this Warrant (but not this Warrant) are transferable in whole or in part by the Employee to any person or entity upon written notice to the Company.

11. INVESTMENT STATUS. The Employee represents that he or she is an “accredited investor” within the meaning of Regulation D under the Securities Act, as presently in effect.

12. SUCCESSORS AND ASSIGNS. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the holders hereof and their respective successors and assigns.

13. AMENDMENTS AND WAIVERS. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Employee.

14. NOTICES. All notices required under this Warrant shall be deemed to have been given or made for all purposes (i) upon personal delivery, (ii) upon confirmation receipt that the communication was successfully sent to the applicable number if sent by facsimile, (iii) one day after being sent, when sent by professional overnight courier service, or (iv) five days after posting when sent by registered or certified mail. Notices to the Company shall be sent to the address of the Company set forth below (or at such other place as the Company shall notify the Employee hereof in writing) and notices to the Employee shall be sent to the address of the Employee set forth below (or at such other place as the Employee shall notify the Company hereof in writing):

To the Company:

Finisar Corporation
1389 Moffett Park Drive
Sunnyvale, CA 94089
Attn: Chief Executive Officer

To the Employee:

[Employee]
Address 1
Address 2

15. CAPTIONS. The section and subsection headings of this Warrant are inserted for convenience only and shall not constitute a part of this Warrant in construing or interpreting any provision hereof.

16. GOVERNING LAW. This Warrant shall be governed by the laws of the State of Delaware, without regard to the choice or conflict of laws principles thereof.

IN WITNESS WHEREOF, the undersigned have caused this Warrant to be duly executed as of the date first set forth above.

COMPANY

FINISAR CORPORATION


By:
Name:
Title:

EMPLOYEE


Name: [Employee]

EXHIBIT A

NOTICE OF EXERCISE

To: Finisar Corporation

The undersigned hereby elects to:

Purchase Shares (as defined in the attached Warrant) of Finisar Corporation, pursuant to the terms of the attached Warrant and payment of the Exercise Price per Share required under such Warrant accompanies this notice.

The undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof.

Date:

WARRANT HOLDER:


By:
Name:
Address:

Name in which shares should be registered:

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents