Exhibit 10.1


    
      

    


    Exhibit
      10.1

    


    VeriChip
      Corporation Executive Management Change in Control Plan

    


    This
      Executive Management Change in Control Plan (the “Plan”) is an employee benefit
      provided to the following three executives of VeriChip Corporation (“VeriChip”):
      Daniel Gunther, William Caragol and Michael Feder (each, an “Executive,” and
      collectively, the “Executives”). The Plan was approved by the Board of Directors
      on March 2, 2007 and is being put into place in consideration of the continued
      efforts on behalf of VeriChip, after the date hereof, of the foregoing
      individuals. 

    


    The
      Plan
      provisions are as follows:

    


    (i)     
      Upon a Change in Control, each Executive shall be entitled to receive the Change
      in Control Compensation, as hereafter defined.

    


    (ii)    
      For all purposes of this Plan, a Change in Control shall be deemed to
have
      occurred as of the first day that any one or more of the following conditions
      shall have been satisfied:

     

    (A) the
      consummation of any transaction (including, without limitation, any merger
      or
      consolidation) the result of which is that any
      “person” as such term is used in Section 13(d) and 14(d) of the Securities
      Exchange Act of 1934, (the “Exchange Act”) (other
      than a Controlling Stockholder (as defined below), any trustee or other
      fiduciary holding securities under any employee benefit plan of the Company,
      or
      any company owned, directly or indirectly, by the shareholders of the Company
      in
      substantially the same proportions as their ownership of stock of the Company),
      is
      or
      becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
      Act), directly or indirectly, of securities of the Company representing more
      than 50% of the combined voting power of the Company’s then outstanding
      securities entitled generally
      to vote in the election of the Board of Directors of the Company (other than
      the
      occurrence of any contingency);

     

    (B) the
      stockholders of the Company approve a merger or consolidation of the Company
      with any other corporation or entity, which is consummated, other than a merger
      or consolidation which would result in the voting securities of the Company
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity) more than 50% of the combined voting power of the voting
      securities of the Company or such surviving entity outstanding immediately
      after
      such merger or consolidation; or 

     

    (C) the
      effective date of a complete liquidation of the Company or the consummation
      of
      an agreement for the sale or disposition by the Company of all or substantially
      all of the Company’s assets, which in both cases are approved by the
      stockholders of the Company as may be required by law. 

     

    (iii)     For
      all
      purposes of this Plan, the term Change in Control Compensation shall mean the
      sum of (A) any and all earned but unpaid base salary and earned but unpaid
      bonus
      compensation as of the date of the Change in Control; (B) the Multiplier (as
      defined below) times the base salary; and (C) the Multiplier times the Average
      Bonus (as defined below). The Change in Control Compensation shall be paid
      to
      Executive within ten (10) days of the consummation of the Change in Control
      transaction. In addition, any outstanding stock options, restricted stock or
      other incentive compensation awards held by Executive as of the date of the
      Change in Control shall become fully vested and exercisable as of such date,
      and, in the case of stock options, shall remain exercisable for the life of
      the
      option (or, in the case of any Change in Control transaction involving all
      of
      the common stock of VeriChip, such options shall vest immediately prior to
      the
      consummation of the Change in Control transaction so that the shares issuable
      upon such exercise may be sold in the Change of Control transaction).



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (iv)    
      For
      the
      purposes of measuring the Change in Control Compensation calculated in (iii)(B)
      and (iii)(C) above, such compensation will be decreased by the amount of any
      compensation (salary or bonus) that is contractually guaranteed by an acquiror
      in a Change in Control transaction so long as the guaranteed compensation
      relates to an executive position that is of the same or increased level of
      responsibility and authority and at the same or higher salary and bonus levels
      as the Executive held at the time of implementation of this Plan.

    


    “Average
      Bonus” shall mean the average bonus paid by VeriChip to Executive for the three
      (3) full calendar years immediately prior to the Change in Control; provided,
      however, that if the Change in Control occurs in 2007, then the “Average Bonus”
shall mean the average of the bonus earned in 2006 and the pro rata portion
      of
      the total target bonus for 2007, and if the Change in Control occurs in 2008,
      then the “Average Bonus” shall mean the average of the bonuses earned in 2006
      and 2007. In all cases, if any bonus is paid in January or February (or if
      the
      Change in Control occurs in January or February prior to payment of bonus)
      and
      has been accrued in the prior year, such bonus shall be treated for purposes
      of
      calculating “Average Bonus” as being paid in the prior year.

    


    For
      purposes hereof, the term “Controlling Stockholder” means (i) Applied Digital
      Solutions, Inc., (ii) any direct or indirect subsidiary of Applied Digital
      Solutions, Inc. whether or not existing on the date hereof and (iii) any direct
      or indirect subsidiary of Applied Digital Solutions, Inc. with which Applied
      Digital Solutions, Inc. merges or consolidates (irrespective of which entity
      is
      the surviving corporation) or to which Applied Digital Solutions, Inc. sells
      all
      or substantially all of its assets; provided
      that a Controlling Stockholder shall cease to be a Controlling Stockholder
      if
      any “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act
      (other than another Controlling Stockholder) is or becomes (including, without
      limitation, as a result of a merger, consolidation, tender offer or otherwise)
      the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of such Controlling Stockholder
      representing more than 50% of the combined voting power of such Controlling
      Stockholder’s then outstanding securities entitled generally to vote in the
      election of the Board of Directors of the such Controlling Stockholder (other
      than upon the occurrence of any contingency).

    


    In
      the
      case of Mr. Gunther and Mr. Caragol, “Multiplier” shall mean 1.5, but shall
      increase by 0.5 on December 31, 2007 and by an additional 0.5 on each December
      31 after December 31, 2007 until the Multiplier reaches a cap of 3. In the
      case
      of Mr. Feder, “Multiplier” shall mean 1.0, but shall increase by 0.5 on December
      31, 2007 until the Multiplier reaches a cap of 1.5.

     

    In
      order
      to be entitled to the Change in Control Compensation described herein, Executive
      must either (i) be an employee of the Company on the date of the consummation
      of
      the Change in Control transaction, or (ii) have been employee of the Company
      within the immediately preceding six (6) month period prior to the consummation
      of the Change in Control transaction who was terminated without Cause (as
      defined herein) during such six (6) month period. Cause shall include, but
      not
      be limited to, gross negligence, willful misconduct, flagrant or repeated
      violations of the Company’s policies, rules or ethics, a material breach by the
      Executive of any employment agreement between the Executive and the Company,
      alcohol, substance abuse, sexual or other unlawful harassment, disclosure of
      confidential or proprietary information, engaging in a business competitive
      with
      the Company, or dishonest, illegal or immoral conduct. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      parties have executed this Executive Management Change in Control Plan effective
      the 2nd
      day of
      March, 2007.

    


    VERICHIP
      CORPORATION

    


    


    By: /s/
      Scott
      Silverman                                    
 

         
      Name: Scott Silverman

         
      Title: Chairman and CEO

     

    


    


    /s/
      Daniel A.
      Gunther                                              


    Daniel
      A.
      Gunther

    CEO
      and
      President, VeriChip Corporation, a Canadian corporation

    


    


    /s/
      William
      Caragol                                             


    William
      Caragol

    Chief
      Financial Officer 

     

    


    /s/
      Michael J.
      Feder                                                 


    Michael
      J. Feder

    Senior
      Vice President of Operations and Strategic Initiatives