Exhibit 10.1





Exhibit 10.1






1690 South Congress Ave., Suite 200

Delray Beach, FL 33445




March 27, 2009




William J. Caragol

c/o VeriChip Corporation

1690 South Congress Avenue, Suite 200

Delray Beach, Florida 33445




Dear Bill:



This letter agreement amends and restates the letter agreement between VeriChip Corporation, a
Delaware corporation (the “Company”), and you, dated December 31, 2008, with the terms and
conditions set forth herein superseding the terms of such letter agreement.



The Company desires to retain your consulting services, effective from January 1, 2009 through
January 1, 2010. You will serve as the Company’s Acting Chief Financial Officer and perform all
customary functions of a Chief Financial Officer, including oversight of the Company’s periodic
reporting to the Securities and Exchange Commission, executing the certifications to the Company’s
annual and quarterly reports, and any other responsibilities that the Company’s Chairman of the
Board and you determine to be reasonable in the future.



Upon the execution of this letter agreement, all of the compensation-related plans currently
in place between the Company and you, including the letter agreement between the Company and you,
dated May 15, 2008 (the “May 15, 2008 Letter Agreement”), will be superseded by the provisions set
forth below and will have no further force or effect; provided, however, that Section 7 of the May
15, 2008 Letter Agreement shall survive, and you shall remain subject to that provision.
Notwithstanding the foregoing, you shall be entitled to base salary and health benefits through and
including December 31, 2008.




1. Salary —




	 	a.	 	You hereby elect to accept 518,519 restricted shares of the Company’s
common stock as compensation (in lieu of cash compensation) for consulting
services rendered to the Company from January 1, 2009 through July 31, 2009.
These shares will be issued upon the later to occur of (i) stockholder approval of
the Company’s Amended and Restated 2007 Stock Incentive Plan (the “Amended and
Restated 2007 Plan”) or (ii) the filing of the Form S-8, as amended, to reflect
the Amended and Restated 2007 Plan. You will forfeit any unvested shares if you
fail to remain involved in the day-to-day management of the Company (as determined
by the Company’s Board of Directors) until the earlier to occur of (i) January 1,
2010 or (ii) a Change in Control (as defined in the Amended and Restated 2007
Plan), including, but not limited to, by reason of your voluntary decision to
cease providing services to the Company, or by reason of the Company’s termination
of your services for Cause, before the applicable date. “Cause” is defined as (i)
your conviction of a felony; (ii) your being prevented from providing services to
the Company under this letter agreement as a result of your violation of any law,
regulation and/or rule; or (iii) your non-performance or




 


 









 





	 	 	 	non-observance in any material respect of any requirement with respect to your
obligations under this letter agreement. However, if you remain involved in the
day-to-day management of the Company (as determined by the Company’s Board of
Directors) on the below-stated vesting dates, unless vesting is accelerated due to
the occurrence of a Change in Control (as defined in the Amended and Restated 2007
Plan), these shares will vest according to the following schedule: 20% shall vest
upon the later to occur of stockholder approval of the Amended and Restated 2007
Plan or the filing of the Form S-8, as amended, to reflect the Amended and Restated
2007 Plan; and 80% shall vest on January 1, 2010.







	 	b.	 	At a later date, the Company and you may discuss potential
compensation for the consulting services that you render to the Company during the
period from August 1, 2009 through January 1, 2010.







	 	2.	 	Term — This letter agreement will be effective from December 31, 2008 until January
1, 2010, unless the term is amended upon the mutual agreement of Mr. Silverman (the
Company’s Executive Chairman) and you or unless earlier terminated as provided herein.
Subject to Section 1 of this letter agreement, the Company may terminate this letter
agreement upon 30 days’ prior written notice to you. However, you may not terminate this
letter agreement prior to the expiration of the term.

	 
	 	3.	 	Benefits — All health and other benefits that are currently provided to you by the
Company will cease as of January 1, 2009.

	 
	 	4.	 	Equipment — You will be entitled to keep the laptop, printer and monitor that you
currently use. All Company files on your laptop are the property of the Company and shall
be returned to the Company upon the termination of this letter agreement.

	 
	 	5.	 	Governing Law and Venue — The internal substantive laws of the State of Florida,
excluding its conflict and choice of law principles, shall govern all questions related to
the execution, construction, validity, interpretation and performance of this letter
agreement and to all other issues and claims arising under or related to it. Any action
to enforce the terms of this letter agreement shall be brought in a court of competent
jurisdiction located in West Palm Beach, Florida.

	 
	 	6.	 	Severability — The provisions of this letter agreement are fully severable.
Therefore, if any provision of this letter agreement is for any reason determined to be
invalid or unenforceable, such invalidity or unenforceability will not affect the validity
or enforceability of any of the remaining provisions. Furthermore, any invalid or
unenforceable provisions will be modified or restricted to the extent, and in the manner,
necessary to render the same valid and enforceable, or, if such provision cannot under any
circumstances be modified or restricted, it will be excised from the agreement without
affecting the validity or enforceability of any of the remaining provisions.

	 
	 	7.	 	Entire Agreement — This letter agreement sets forth the entire agreement between the
parties hereto, and supersedes any prior agreements between the parties hereto pertaining
to the subject matter of this letter agreement. As indicated above, however, Section 7 of
the May 15, 2008 Letter Agreement shall survive, and you shall remain subject to that
provision.





 


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	 	8.	 	No Representations — The parties to this letter agreement acknowledge that, except
as set forth herein, no representations of any kind or character have been made by any
other party or the party’s agents, representatives, or attorneys to induce the execution
of this letter agreement. It is further understood and agreed that you have not relied
upon any advice whatsoever from the Company or the Company’s attorneys in agreeing to
enter into this letter agreement.

	 
	 	9.	 	No Modification and Waiver — No modification or waiver of the terms of this letter
agreement shall be effective, unless it appears in a writing signed by both parties to
this letter agreement.

	 
	 	10.	 	Interpretation of Agreement — The language of all parts in this letter agreement
shall be construed as a whole, according to fair meaning, and not strictly for or against
any party to this letter agreement notwithstanding any later-claimed ambiguities.

	 
	 	11.	 	Successors and Assigns — This letter agreement will be binding upon, and will inure
to the benefit of, you and your personal and legal representatives, heirs, devisees,
executors, successors, and assigns, and the Company and its successors and assigns.

	 
	 	12.	 	Counterparts — This letter agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which shall constitute one and the
same instrument. Furthermore, signatures delivered via facsimile transmission shall have
the same force and effect as the originals thereof, except that any party to this letter
agreement has the right to insist on receipt of the original signature of the other party
before complying with its own obligations under this letter agreement.






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	Sincerely,

	 	Accepted by:
	 
	 	 
	VERICHIP CORPORATION
	 	 
	 
	 	 
	/s/ Scott R. Silverman

	 	/s/ William J. Caragol
	 

	 	 
	Scott R. Silverman

	 	William J. Caragol
	Executive Chairman

	 	Acting Chief Financial Officer