Revised 2006 Incentive Compensation Plan for Daniel A. Gunther



 Exhibit 10.37 
 

 
 Memorandum 
  

  

					
	To:	  	Daniel A. Gunther	  	April 18, 2006
		  		  	REVISED: October 27, 2006
			
	From:	  	Kevin McLaughlin	  	
			
	Re:	  	Senior Management Incentive Compensation Plan	  	

 In addition to your base salary of C$210,000, we are pleased to offer you the following incentive compensation for
the fiscal year ended December 31, 2006. 
 Your target incentive compensation is C$300,000 and is based upon the achievement of specific objectives. These
targets and the related incentive compensation are divided into two components - quarterly and annual; and then the annual component has two portions. Half of your target compensation is allocated to each of the components. The quarterly incentive
compensation rewards the achievement of budgeted revenues. The annual incentive compensation rewards the achievement of specific objectives; and provides an incentive for exceeding budgeted revenues. 
 Quarterly Incentive Compensation 
 Your quarterly incentive
compensation is calculated based upon the achievement of year-to-date revenue from legacy operations (the former companies – eXI and Instantel) relative to the December 9, 2005 budget. Your quarterly incentive compensation will be calculated at
the end of each fiscal quarter; is earned in the quarter to which it relates; and shall be paid, subject to available cash / stock within 45 calendar days of the end of each quarter. 
 The following is the formula for your quarterly incentive compensation calculation: 
 (Year-to-Date Revenue to the end of the
Fiscal Quarter) / (Annual Revenue Budget of $28,360,000) * (Target Incentive Compensation) * (% of Target Incentive Compensation) = Actual Quarterly Incentive Compensation 
 Specifically for the first quarter of 2006 your actual quarterly incentive compensation is: 
 US$6,441,000 /
US$28,360,000 * C$300,000 * 50% = C$34,067 
 If year-to-date revenue to the end of any fiscal quarter does not exceed 95% of the year-to-date annual revenue
budget no additional incentive compensation shall be paid. Payments of quarterly incentive compensation in the 2nd,
3rd and 4th quarters will be reduced by the actual amount paid in previous quarters. The maximum amount that you can earn during 2006 from this quarterly incentive compensation is C$150,000. 







 Annual Incentive Compensation 
 Your annual incentive compensation shall be calculated at the end of each fiscal year; is earned in the year to which it relates; and shall be paid within 60 calendar days of the end of the year. 
 a) Achievement of Specific Objectives 
 This portion
of the annual incentive compensation pays a specific amount for the achievement of each specific objective. Partial payments will be considered in extraordinary circumstances. 
  

							
	 Specific Objective
	  	% of Target
Incentive
Compensation	 	 	 Specific
 Compensation
Amount

	 Achievement of budgeted corporate revenue of US$34,852,000
	  	7.5	%	 	C$	22,500
	 Achievement of legacy operations (the former companies – eXI and Instantel) budgeted revenue of US$28,300,000
	  	7.5	%	 	C$	22,500
	 Achievement of legacy operations (the former companies – eXI and Instantel) budgeted EBITDA of US$4,182,000
	  	15	%	 	C$	45,000
	 Completion of VeriChip Initial Public Offering with proceeds in excess of US$25M (Gross)
	  	5	%	 	C$	15,000
	 Retain Dalibor Pokrajac through 2006
	  	5	%	 	C$	15,000
	 Compete development of Hugs on VeriChip platform to the controlled sales phase in 2006
	  	5	%	 	C$	15,000
	 Stabilize and deploy the first five asset tracking systems (four systems with Agility and Stanford)
	  	5	%	 	C$	15,000
		  	 	 	 	 	 
	 Total
	  	50	%	 	C$	150,000
		  	 	 	 	 	 

 b) Exceeding Budgeted Revenues 
 This portion of the annual incentive compensation is calculated based upon exceeding annual revenue from legacy operations (the former companies – eXI and
Instantel) relative to the December 9, 2005 budget 
 The following is the formula for this portion of your annual incentive compensation: 
 [(Actual Annual Revenue) / (Annual Revenue Budget of US$28,360,000) – 1] * (Target Incentive Compensation) * (multiplier of 2) = Actual Annual Incentive Compensation

 Assuming that revenues are exceeded by 10% the following would be the calculation for this portion of your Actual Annual Incentive Compensation:

 [US$31,196,000 / US$28,360,000 – 1] * C$300,000 * 2 = C$60,000 







 If Actual Annual Revenue does not exceed the Annual Revenue Budget no incentive compensation shall be paid. There is no
maximum for this portion of the annual incentive compensation. 
 I look forward to working with you to achieve these performance targets.