Exhibit 10.110


    
      

    

     

    Exhibit
      10.110

    

      

        APPLIED
          DIGITAL SOLUTIONS, INC.

        STOCK
          AWARD AGREEMENT



      


      This
        STOCK AWARD AGREEMENT (the “Agreement”) is made as of [insert grant date] (the
“Grant Date”) between APPLIED DIGITAL SOLUTIONS, INC. a Missouri corporation
        (the “Company”) and [insert name of Grantee] (the “Recipient”).

      


      


      Background
        Information

      


      A. The
        Board
        of Directors (the “Board”) and shareholders of the Company previously adopted
        the Applied Digital Solutions, Inc. [1999/2003] Flexible Executive Stock
        Plan
        (the “Plan”).

      


      B. Section
        18.1 of the Plan provides that the Committee shall have the right to grant
        shares of Company common stock based on certain conditions, subject to the
        terms
        and conditions of the Plan and any additional terms provided by the Committee.
        The Committee has made a grant of shares of Company common stock (“Stock”) to
        the Recipient as of the Grant Date pursuant to the terms of the Plan and
        this
        Agreement.

      


      C. The
        Recipient desires to accept the grant of shares of Company common stock and
        agrees to be bound by the terms and conditions of the Plan and this
        Agreement.

      


      Agreement

      


      1. Stock.
        Subject
        to the terms and conditions provided in this Agreement and the Plan, the
        Company
        hereby grants the Recipient [insert applicable number] shares of common stock
        of
        the Company (the “Stock”) as of the Grant Date.

      


      2. Vesting.
        The
        Stock is considered eligible for trading and vested on the Grant
        Date.

      


      3. Tax
        Payment Upon Vesting.
        The
        Recipient (or his/her personal representative) must
        satisfy his federal, state and local, if any, withholding taxes imposed by
        reason of the grant of the Stock. The Recipient may satisfy this withholding
        obligation by paying to the Company the full amount of the withholding
        obligation in cash or check acceptable to the Company. If the Recipient fails
        to
        make such payment of the withholding taxes to the Company within five (5)
        days
        after the occurrence of the Grant Date, the
        Recipient’s actual number of shares of Stock shall be reduced by the smallest
        number of whole shares of common stock of the Company which, when multiplied
        by
        the fair market value of the common stock on the Grant Date, is sufficient
        to
        satisfy the amount of the withholding tax obligations imposed on the Company
        by
        reason of the grant of the Stock.

      


      4. No
        Effect on Service.
        Nothing
        in the Plan or this Agreement shall confer upon the Recipient the right to
        continue in the service of the Company or Affiliates or affect any right
        which
        the Company may have to terminate the service of the Recipient regardless
        of the
        effect of such termination of service on the rights of the Recipient under
        the
        Plan or this Agreement.

      


      5. Governing
        Laws.
        This
        Agreement shall be construed and enforced in accordance with the local laws
        of
        the State of Florida applicable to agreements to be executed and performed
        wholly within

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      said
        state, and shall inure to the benefit of, and be binding upon, the parties
        hereto and their heirs, personal representatives, successors and assigns.
        The
        parties further agree that in any dispute between them relating to this
        Agreement, exclusive jurisdiction shall be in the trial courts located within
        Palm Beach County, Florida, any objections as to jurisdiction or venue in
        such
        court being expressly waived.

       

      6. Successors.
        This
        Agreement shall inure to the benefit of the heirs, legal representatives,
        successors and permitted assigns of the Company and Recipient.

      


      7. Notice.
        Any
        notice that either party hereto may be required or permitted to give to the
        other shall be in writing, and may be delivered personally or by mail, postage
        prepaid, addressed as follows: to the Chief Financial Officer of the Company,
        or
        to the Company (attention of the Chief Financial Officer), at Applied Digital
        Solutions, Inc
        1690
        South Congress Avenue, Suite 200, Delray Beach, Florida 33445,
        or at
        any other address as the Company may designate in writing from time to time;
        to
        the Recipient, at the Recipient’s address as set forth under his signature
        below, or at any other address as the Recipient, by notice to the Company,
        may
        designate in writing from time to time.

      


      8. Severability.
        In the
        event that any one or more of the provisions or portion thereof contained
        in
        this Agreement shall for any reason be held to be invalid, illegal or
        unenforceable in any respect, the same shall not invalidate or otherwise
        affect
        any other provisions of this Agreement, and this Agreement shall be construed
        as
        if the invalid, illegal or unenforceable provision or portion thereof had
        never
        been contained herein.

      


      9. Entire
        Agreement; Modifications to Agreement. 
        Subject to the terms and conditions of the Plan, which are incorporated herein
        by reference, this Agreement expresses the entire understanding and agreement
        of
        the parties hereto with respect to such terms, restrictions and limitations.
        The
        Committee may amend or terminate any (or all) of the provisions of this
        Agreement at any time prior to the date on which any of the shares of Stock
        shall have vested with the Recipient pursuant to the terms hereof. 

      


      10. Headings. 
        Section headings used herein are for convenience of reference only and shall
        not
        be considered in construing this Agreement. 

      


      11. Specific
        Performance.
        In the
        event of any actual or threatened default in, or breach of, any of the terms,
        conditions and provisions of this Agreement, the party or parties who are
        thereby aggrieved shall have the right to specific performance and injunction
        in
        addition to any and all other rights and remedies at law or in equity, and
        all
        such rights and remedies shall be cumulative. 

      


      12. Resolution
        of Disputes.
        Any
        determination or interpretation by the Committee shall be final, binding
        and
        conclusive on all persons affected thereby.

      


      IN
        WITNESS WHEREOF, the Company has executed this Agreement as of the Date of
        Grant
        set forth above.

      


      
 

      
        	 	APPLIED
                DIGITAL
                SOLUTIONS, INC.
	 	 
	 	 
	 	
                By:__________________________________

              
	 	
                Name:
                  _______________________________

              
	 	
                Title:
                  ________________________________ 

              
	 	 


      

       

       

       

      
        
          
          

        

        
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                Recipient:

              
	 	 
	 	
                                                                                               
                   

              
	 	
                [Insert
                  Name of Grantee]

              
	 	 
	 	 
	 	 
	 	
                Address:
                  [Insert Address of Grantee]

              


      

      


      


      


       

      
 

       

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