Contract

Exhibit 10.20 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 14thday of April, 2006, between Optium Corporation, a Delaware corporation (the”Company”), and David Renner (“Executive”). WHEREAS, the Company desires to employ Executive and Executive desires tobe employed by the Company on the terms contained herein; and WHEREAS Executive has or in simultaneously entering into the Company’sEmployee Agreement Regarding Inventions, Confidentiality and Non-Competition. NOW, THEREFORE, in consideration of the mutual covenants and agreementsherein contained and other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties agree as follows:1. EMPLOYMENT. The term of this Agreement shall extend from the date hereof(the “Commencement Date”) until the second anniversary of the Commencement Date;provided, however, that the term of this Agreement shall automatically beextended for one additional year on the second anniversary of the CommencementDate and each anniversary thereafter unless, not less than 90 days prior to eachsuch date, either party shall have given notice to the other that it does notwish to extend this Agreement; provided, further, that if a Change in Controloccurs during the original or extended term of this Agreement, the term of thisAgreement shall continue in effect for a period of not less than twelve (12)months beyond the month in which the Change in Control occurred. The term ofthis Agreement shall be subject to termination as provided in Paragraph 6 andmay be referred to herein as the “Period of Employment.”2. POSITION AND DUTIES. During the Period of Employment, Executive shallhave the title of Vice President and Chief Financial Officer of the Company orsuch other title as determined by the Board of Directors of the Company (the”Board”) or Chief Executive Officer, and shall have such powers and duties asmay from time to time be prescribed by the Board, Chief Executive Officer orother authorized executive. Executive shall devote his full working time andefforts to the business and affairs of the Company. Notwithstanding theforegoing, Executive may serve on other boards of directors, with the approvalof the Board, or engage in religious, charitable or other community activitiesas long as such services and activities are disclosed to the Board and do notmaterially interfere with Executive’s performance of his duties to the Companyas provided in this Agreement.3. COMPENSATION AND RELATED MATTERS. (a) BASE SALARY AND INCENTIVE COMPENSATION. Executive’s initial annualbase salary shall be $150,000. Executive’s base salary shall be redeterminedannually by the Board or a Committee thereof; provided, that following a Changein Control (as defined below), Executive’s base salary may not be reduced exceptfor across-the-board reductions similarly affecting all or substantially allmanagement employees. The base salary in effect at any given time is referred toherein as “Base Salary.” The Base Salary shall be payable in substantially equalbi-weekly installments. In addition to Base Salary, Executive shall be eligibleto receive cash incentivecompensation as determined by the Board or a Committee thereof from time totime, and shall also be eligible to participate in such incentive compensationplans as the Board or a Committee thereof shall determine from time to time foremployees of the same status within the hierarchy of the Company. (b) EXPENSES. Executive shall be entitled to receive promptreimbursement for all reasonable expenses incurred by him in performing serviceshereunder during the Period of Employment, in accordance with the policies andprocedures then in effect and established by the Company for its seniorexecutive officers. (c) OTHER BENEFITS. During the Period of Employment, Executive shallbe entitled to participate in or receive benefits under all of the Company’sEmployee Benefit Plans in effect for all executive level personnel or applicablegenerally to employees of the Company from time to time, subject to the termsand conditions of such plans. As used herein, the term “Employee Benefit Plans”includes, without limitation, each pension and retirement plan; supplementalpension, retirement and deferred compensation plan; savings and profit-sharingplan; stock ownership plan; stock purchase plan; stock option plan; lifeinsurance plan; medical insurance plan; disability plan; and health and accidentplan or arrangement established and maintained by the Company on the date hereoffor employees of the same status within the hierarchy of the Company. To theextent that the scope or nature of benefits described in this section isdetermined under the policies of the Company based in whole or in part on theseniority of an employee’s service, Executive shall be deemed to have senioritywith the Company equal to the actual time of Executive’s service with theCompany. During the Period of Employment, Executive shall be entitled toparticipate in or receive benefits under any employee benefit plan orarrangement which may, in the future, be made available by the Company to itsexecutives and key management employees, subject to and on a basis consistentwith the terms, conditions and overall administration of such plan orarrangement. Any payments or benefits payable to Executive under a plan orarrangement referred to in this Subparagraph 3(c) in respect of any calendaryear during which Executive is employed by the Company for less than the wholeof such year shall, unless otherwise provided in the applicable plan orarrangement, be prorated in accordance with the number of days in such calendaryear during which he is so employed. Should any such payments or benefits accrueon a fiscal (rather than calendar) year, then the proration in the precedingsentence shall be on the basis of a fiscal year rather than calendar year. (d) PAID TIME OFF. Executive shall be entitled to twenty (20) days ofpaid time off in each calendar year usuable in accordance with the Company’spolicies, which shall be accrued ratably during the calendar year. Executiveshall also be entitled to all paid holidays given by the Company to itsexecutives. To the extent that the scope or nature of benefits described in thissection are determined under the policies of the Company based in whole or inpart on the seniority or tenure of an employee’s service, Executive shall bedeemed to have a tenure with the Company equal to the actual time of Executive’sservice with Company.4. TERMINATION. Executive’s employment hereunder may be terminated withoutany breach of this Agreement under the following circumstances: (a) DEATH. Executive’s employment hereunder shall terminate upon hisdeath. 2 (b) DISABILITY. If, as a result of Executive’s incapacity due tophysical or mental illness, Executive shall have been absent from his dutieshereunder on a full-time basis for one hundred eighty (180) calendar days in theaggregate in any twelve (12) month period, the Company may terminate Executive’semployment hereunder. (c) TERMINATION BY COMPANY FOR CAUSE. At any time during the Period ofEmployment, the Company may terminate Executive’s employment hereunder for Causeif such termination is approved by the Chief Executive Officer or not less thana majority of the Board at a meeting of the Board called and held for suchpurpose. For purposes of this Agreement, “Cause” shall mean: (A) conduct byExecutive constituting a material act of willful misconduct in connection withthe performance of his duties, including, without limitation, misappropriationof funds or property of the Company or any of its affiliates other than theoccasional, customary and de minimis use of Company property for personalpurposes; (B) criminal or civil conviction or indictment of Executive, a plea ofnolo contendere by Executive or conduct by Executive that would reasonably beexpected to result in material injury to the reputation of the Company if hewere retained in his position with the Company, including, without limitation,conviction or indictment of a felony involving moral turpitude; (C) continued,willful and deliberate non-performance by Executive of his duties hereunder(other than by reason of Executive’s physical or mental illness, incapacity ordisability) which has continued for more than thirty (30) days following writtennotice of such non-performance from the Chief Executive Officer or the Board;(D) a breach by Executive of any of the material provisions of the Executive’sEmployee Agreement regarding Inventions, Confidentiality and Non-Competition(the “Employee Agreement”) which is not or cannot be cured within ten (10) daysfollowing written notice of such breach from the Chief Executive Officer or theBoard; or (E) a material violation by Executive of the Company’s employmentpolicies which has continued following written notice of such violation from theChief Executive Officer or the Board. In the event that the agreements or plansgoverning any of Executive’s stock-based grants and awards include and use adefinition of “Cause”, the definition of Cause above shall supercede and applyin place of any such definition in the applicable agreement and/or plan withrespect to Executive’s applicable stock-based grants and awards. (d) TERMINATION WITHOUT CAUSE. At any time during the Period ofEmployment, the Company may terminate Executive’s employment hereunder withoutCause if such termination is approved by the Board at a meeting of the Boardcalled and held for such purpose. Any termination by the Company of Executive’semployment under this Agreement which does not constitute a termination forCause under Subparagraph 4(c) or result from the death or disability of theExecutive under Subparagraph 4(a) or (b) shall be deemed a termination withoutCause. If the Company provides notice to Executive under Paragraph 1 that itdoes not wish to extend the Period of Employment, such action shall be deemed atermination without Cause. (e) TERMINATION BY EXECUTIVE. At any time during the Period ofEmployment, Executive may terminate his employment hereunder for any reason;PROVIDED, that Executive may terminate his employment for ConstructiveTermination only within twelve (12) months after the occurrence of the firstevent constituting a Change in Control. If Executive provides notice to theCompany under Paragraph 1 that he does not wish to extend the Period ofEmployment, such action shall be deemed a voluntary termination by Executive andone without Constructive Termination. For purposes of this Agreement,”Constructive Termination” shall 3mean that Executive has complied with the “Constructive Termination Process”(hereinafter defined) following the occurrence of any of the following eventswithin twelve (12) months after the occurrence of the first event constituting aChange in Control: (A) a substantial diminution or other substantive adversechange, not consented to by Executive, in the nature or scope of Executive’sresponsibilities, authorities, powers, functions or duties other than to reflectthe integration of the Company into any acquiring entity; (B) an involuntaryreduction in Executive’s Base Salary except for across-the-board reductionssimilarly affecting all or substantially all management employees; (C) a breachby the Company of any of its other material obligations under this Agreement andthe failure of the Company to cure such breach within thirty (30) days afterwritten notice thereof by Executive; (D) the involuntary relocation of theCompany’s offices at which Executive is principally employed to a location morethan thirty (30) miles from such offices, or the requirement by the Company thatExecutive be based anywhere other than the Company’s offices at such location onan extended basis, except for required travel on the Company’s business to anextent substantially consistent with Executive’s business travel obligations; or(E) the failure of the Company to obtain the agreement from any successor to theCompany to assume and agree to perform this Agreement as required by Paragraph8. “Constructive Termination Process” shall mean that (i) Executive reasonablydetermines in good faith that a “Constructive Termination” event has occurred;(ii) Executive notifies the Company in writing of the occurrence of theConstructive Termination event; (iii) Executive cooperates in good faith withthe Company’s efforts, for a period not less than sixty (60) days following suchnotice, to modify Executive’s employment situation in a manner acceptable toExecutive and Company; and (iv) notwithstanding such efforts, one or more of theConstructive Termination events continues to exist and has not been modified ina manner acceptable to Executive. If the Company cures the ConstructiveTermination event in a manner acceptable to Executive during the sixty (60) dayperiod, Constructive Termination shall be deemed not to have occurred. In theevent that the agreements or plans governing any of Executive’s stock-basedgrants and awards include and use a definition of “Constructive Termination”,the definition of Constructive Termination above shall supercede and apply inplace of any such definition in the applicable agreement and/or plan withrespect to Executive’s applicable stock-based grants and awards. (f) NOTICE OF TERMINATION. Except for termination as specified inSubparagraph 4(a), any termination of Executive’s employment by the Company orany such termination by Executive shall be communicated by written Notice ofTermination to the other party hereto. For purposes of this Agreement, a “Noticeof Termination” shall mean a notice which shall indicate the specifictermination provision in this Agreement relied upon. (g) DATE OF TERMINATION. “Date of Termination” shall mean: (A) ifExecutive’s employment is terminated by his death, the date of his death; (B) ifExecutive’s employment is terminated on account of disability under Subparagraph4(b) or by the Company for Cause under Subparagraph 4(c), the date on whichNotice of Termination is given; (C) if Executive’s employment is terminated bythe Company under Subparagraph 4(d), sixty (60) days after the date on which aNotice of Termination is given; and (D) if Executive’s employment is terminatedby Executive under Subparagraph 4(e), thirty (30) days after the date on which aNotice of Termination is given. 45. COMPENSATION UPON TERMINATION OR DURING DISABILITY. (a) If Executive’s employment terminates by reason of his death, theCompany shall, within ninety (90) days of death, pay in a lump sum amount tosuch person as Executive shall designate in a notice filed with the Company or,if no such person is designated, to Executive’s estate, Executive’s accrued andunpaid Base Salary to the date of his death, plus his accrued and unpaidincentive compensation, if any, under Subparagraph 3(a), plus his unused paidtime off. All stock-based grants and awards held by Executive shall be treatedupon the death of the Executive in accordance with their terms. For a period ofone (1) year following the Date of Termination, the Company shall pay suchhealth insurance premiums as may be necessary to allow Executive’s spouse anddependents to receive health insurance coverage substantially similar tocoverage they received prior to the Date of Termination. In addition to theforegoing, any payments to which Executive’s spouse, beneficiaries, or estatemay be entitled under any employee benefit plan shall also be paid in accordancewith the terms of such plan or arrangement. Such payments, in the aggregate,shall fully discharge the Company’s obligations hereunder. (b) During any period that Executive fails to perform his dutieshereunder as a result of incapacity due to physical or mental illness, Executiveshall continue to receive his accrued and unpaid Base Salary and accrued andunpaid incentive compensation, if any, under Subparagraph 3(a), untilExecutive’s employment is terminated due to disability in accordance withSubparagraph 4(b) or until Executive terminates his employment in accordancewith Subparagraph 4(e), whichever first occurs. All stock-based grants andawards held by Executive shall be treated upon the Date of Termination inaccordance with their terms. For a period of one (1) year following the Date ofTermination, the Company shall pay such health insurance premiums as may benecessary to allow Executive and Executive’s spouse and dependents to receivehealth insurance coverage substantially similar to coverage they received priorto the Date of Termination. Upon termination due to death prior to thetermination first to occur as specified in the preceding sentence, Subparagraph5(a) shall apply. (c) If Executive’s employment is terminated by Executive other thanfor Constructive Termination as provided in Subparagraph 4(e), then the Companyshall, through the Date of Termination, pay Executive his accrued and unpaidBase Salary at the rate in effect at the time Notice of Termination is given,plus his unused paid time off. Thereafter, the Company shall have no furtherobligations to Executive except as otherwise expressly provided under thisAgreement, provided any such termination shall not adversely affect or alterExecutive’s rights under any employee benefit plan of the Company in whichExecutive, at the Date of Termination, has a vested interest, unless otherwiseprovided in such employee benefit plan or any agreement or other instrumentattendant thereto. All stock-based grants and awards held by Executive shall betreated upon the Date of Termination in accordance with their terms. (d) If Executive’s employment is terminated by the Company withoutCause as provided in Subparagraph 4(d), then the Company shall, through the Dateof Termination, pay Executive his accrued and unpaid Base Salary at the rate ineffect at the time Notice of Termination is given and his accrued and unpaidincentive compensation, if any, under Subparagraph 3(a), plus his unused paidtime off. In addition, subject to signing by Executive of a general mutualrelease of claims in a form and manner satisfactory to the Company, 5 (i) the Company shall pay Executive an amount equal to one (1) times the sum of Executive’s current Base Salary and his Average Incentive Compensation (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal bi-weekly installments over twelve (12) months, in arrears. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the material provisions contained in the Employee Agreement, all payments of the Severance Amount shall immediately cease; and (ii) in addition to any other benefits to which Executive may be entitled in accordance with the Company’s then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health insurance coverage. (e) If Executive’s employment is terminated by the Company for Causeas provided in Subparagraph 4(c), then the Company shall, through the Date ofTermination, pay Executive his accrued and unpaid Base Salary at the rate ineffect at the time Notice of Termination is given, plus his unused paid timeoff. Thereafter, the Company shall have no further obligations to Executiveexcept as otherwise expressly provided under this Agreement, provided any suchtermination shall not adversely affect or alter Executive’s rights under anyemployee benefit plan of the Company in which Executive, at the Date ofTermination, has a vested interest, unless otherwise provided in such employeebenefit plan or any agreement or other instrument attendant thereto. Allstock-based grants and awards held by Executive shall be treated upon the Dateof Termination in accordance with their terms. (f) Nothing contained in the foregoing Subparagraphs 5(a) through 5(e)shall be construed so as to affect Executive’s rights or the Company’sobligations relating to agreements or benefits which are unrelated totermination of employment.6. CHANGE IN CONTROL PAYMENT. The provisions of this Paragraph 6 set forthcertain terms of an agreement reached between Executive and the Companyregarding Executive’s rights and obligations upon the occurrence of a Change inControl of the Company. These provisions are intended to assure and encourage inadvance Executive’s continued attention and dedication to his assigned dutiesand his objectivity during the pendency and after the occurrence of any suchevent. These provisions shall apply in lieu of, and expressly supersede, theprovisions of Subparagraph 5(d)(i) regarding severance pay upon a termination ofemployment, if such termination of employment occurs within twelve (12) monthsafter the occurrence of the first event constituting a Change of Control,provided that such first event occurs during the Period of Employment. Theseprovisions shall terminate and be of no further force or effect beginning twelve(12) months after the occurrence of a Change of Control. 6 (a) CHANGE IN CONTROL. (i) If within twelve (12) months after the occurrence of the first event constituting a Change in Control, Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 4(d) or Executive terminates his employment for Constructive Termination as provided in Subparagraph 4(e), then the Company shall pay Executive a lump sum in cash in an amount equal to his unused paid time off, plus one (1) times the sum of (A) Executive’s current Base Salary plus (B) Executive’s most recent annual incentive compensation under Subparagraph 3(a) for the most recent fiscal year, excluding any sign-on bonus, retention bonus or any other special bonus; (ii) Executive shall be entitled to any rights and benefits with respect to stock-related awards, to the extent and upon the terms provided in the applicable incentive agreement or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; and (iii) The Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to continue to receive health insurance coverage substantially similar to the coverage they received prior to the Date of Termination. (b) DEFINITIONS. For purposes of this Paragraph 6, the followingterms shall have the following meanings: Prior to the consummation of the Company’s initial public offering of itscommon stock pursuant to an effective registration statement under theSecurities Act of 1933, as amended (the “IPO”), “Change of Control” shall havethe meaning ascribed to such term in the Company’s 2000 Stock Incentive Plan, asamended. Thereafter, “Change in Control” shall mean any of the following: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall acquire (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, securities of the Company representing twenty-five percent (25%) or more of either (A) the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Company’s Board (“Voting Securities”) or (B) the then outstanding shares of Company’s common stock, par value $0.0001 per share (“Common Stock”) (other than by a person who holds, as of the Effective Date, directly or indirectly securities of the Company representing twenty percent (20%) or more of either (A) the combined voting power of the Company’s then outstanding Voting Securities or (B) the then outstanding shares of Company’s Common Stock); or 7 (ii) persons who, as of the Commencement Date, constitute the Company’s Board (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the Commencement Date shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by a vote of at least a majority of the Incumbent Directors then constituting the Board or the nominating committee thereof; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or (iii) the stockholders of the Company shall approve (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or (C) any plan or proposal for the liquidation or dissolution of the Company. Notwithstanding the foregoing, following consummation of the IPO a”Change of Control” shall not be deemed to have occurred for purposes of theforegoing clause (a) solely as the result of an acquisition of securities by theCompany which, by reducing the number of shares of Common Stock or other VotingSecurities outstanding, increases the proportionate number of sharesbeneficially owned by any person to twenty-five percent (25%) or more of either(A) the combined voting power of all of the then outstanding Voting Securitiesor (B) Common Stock; PROVIDED, HOWEVER, that if any person referred to in thissentence (other than by a person who holds, as of the Effective Date, directlyor indirectly securities of the Company representing twenty percent (20%) ormore of either (x) the combined voting power of the Company’s then outstandingVoting Securities or (y) the then outstanding shares of Company’s Common Stock)shall thereafter become the beneficial owner of any additional shares of VotingSecurities or Common Stock (other than pursuant to a stock split, stockdividend, or similar transaction or as a result of an acquisition of securitiesdirectly from the Company) and immediately thereafter beneficially ownstwenty-five percent (25%) or more of either (A) the combined voting power of allof the then outstanding Voting Securities or (B) Common Stock, then a “Change ofControl” shall be deemed to have occurred for purposes of the foregoing clause(a). In the event that the agreements or plans governing any of Executive’sstock-based grants and awards include and use a definition of “Change ofControl”, the definition of Change of Control above shall supercede and apply inplace of any such definition in the applicable agreement and/or plan withrespect to Executive’s applicable stock-based grants and awards. 87. NOTICE. For purposes of this Agreement, notices and all othercommunications provided for in the Agreement shall be in writing and shall bedeemed to have been duly given when delivered or mailed by United Statescertified mail, return receipt requested, postage prepaid, addressed as follows: if to the Executive: At his home address as shown in the Company’s personnel records; if to the Company: Optium Corporation 500 Horizon Drive, Suite 505 Chalfont, PA 18914 Attention: Chief Executive Officeror to such other address as either party may have furnished to the other inwriting in accordance herewith, except that notices of change of address shallbe effective only upon receipt.8. SUCCESSOR TO COMPANY. The Company shall require any successor (whetherdirect or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business or assets of the Company expressly to assumeand agree to perform this Agreement to the same extent that the Company would berequired to perform it if no succession had taken place. Failure of the Companyto obtain an assumption of this Agreement at or prior to the effectiveness ofany succession shall be a breach of this Agreement and shall constituteConstructive Termination if the Executive elects to terminate employment.9. MISCELLANEOUS. No provisions of this Agreement may be modified, waived,or discharged unless such waiver, modification, or discharge is agreed to inwriting and signed by Executive and such officer of the Company as may bespecifically designated by the Board. No waiver by either party hereto of, orcompliance with, any condition or provision of this Agreement to be performed bysuch other party shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time. No agreements orrepresentations, oral or otherwise, express or implied, unless specificallyreferred to herein, with respect to the subject matter hereof have been made byeither party which are not set forth (or in the case of the Employee Agreement,referenced) expressly in this Agreement. The validity, interpretation,construction, and performance of this Agreement shall be governed by the laws ofthe Commonwealth of Pennsylvania (without regard to principles of conflicts oflaws).10. VALIDITY. The invalidity or unenforceability of any provision orprovisions of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which shall remain in full force andeffect. The invalid portion of this Agreement, if any, shall be modified by anycourt having jurisdiction to the extent necessary to render such portionenforceable. 911. COUNTERPARTS. This Agreement may be executed in several counterparts,each of which shall be deemed to be an original but all of which together willconstitute one and the same instrument.12. ARBITRATION; OTHER DISPUTES. In the event of any dispute or controversyarising under or in connection with this Agreement, the parties shall firstpromptly try in good faith to settle such dispute or controversy by mediationunder the applicable rules of the American Arbitration Association beforeresorting to arbitration. In the event such dispute or controversy remainsunresolved in whole or in part for a period of thirty (30) days after it arises,the parties will settle any remaining dispute or controversy exclusively byarbitration in Philadelphia, Pennsylvania, in accordance with the rules of theAmerican Arbitration Association then in effect. Judgment may be entered on thearbitrator’s award in any court having jurisdiction. Notwithstanding the above,the Company shall be entitled to such a restraining order or injunction in anycourt of competent jurisdiction to prevent any violation of the EmployeeAgreement. Furthermore, should a dispute occur concerning Executive’s mental orphysical capacity as described in Subparagraph 4(b), 4(c) or 5(b), a doctorselected by Executive and a doctor selected by the Company shall be entitled toexamine Executive. If the opinion of the Company’s doctor and Executive’s doctorconflict, the Company’s doctor and Executive’s doctor shall together agree upona third doctor, whose opinion shall be binding.13. THIRD-PARTY AGREEMENTS AND RIGHTS. Executive represents to the Companythat Executive’s execution of this Agreement, Executive’s employment with theCompany and the performance of Executive’s proposed duties for the Company willnot violate any obligations Executive may have to any employer or other party,and Executive will not bring to the premises of the Company any copies or othertangible embodiments of non-public information belonging to or obtained from anysuch previous employment or other party.14. LITIGATION AND REGULATORY COOPERATION. During and after Executive’semployment, Executive shall reasonably cooperate with the Company in the defenseor prosecution of any claims or actions now in existence or which may be broughtin the future against or on behalf of the Company which relate to events oroccurrences that transpired while Executive was employed by the Company;provided, however, that such cooperation shall not materially and adverselyaffect Executive or expose Executive to an increased probability of civil orcriminal litigation. Executive’s cooperation in connection with such claims oractions shall include, but not be limited to, being available to meet withcounsel to prepare for discovery or trial and to act as a witness on behalf ofthe Company at mutually convenient times. During and after Executive’semployment, Executive also shall cooperate fully with the Company in connectionwith any investigation or review of any federal, state or local regulatoryauthority as any such investigation or review relates to events or occurrencesthat transpired while Executive was employed by the Company. The Company shallalso provide Executive with compensation on an hourly basis (to be derived fromthe sum of his Base Compensation and Average Incentive Compensation) forrequested litigation and regulatory cooperation that occurs after histermination of employment, and reimburse Executive for all costs and expensesincurred in connection with his performance under this Paragraph 14, including,but not limited to, reasonable attorneys’ fees and costs. 1015. GENDER NEUTRAL. Wherever used herein, a pronoun in the masculine gendershall be considered as including the feminine gender unless the context clearlyindicates otherwise. IN WITNESS WHEREOF, the parties have executed this Agreement effective onthe date and year first above written. OPTIUM CORPORATION By: /s/ Eitan Gertel —————————————- Its: CEO —————————————- EXECUTIVE /s/ David Renner ——————————————- Name: David Renner 11