Exhibit 10.24
 VERICHIP CORPORATION
2007 STOCK INCENTIVE PLAN,
as Amended and Restated
 1. Purposes of the Plan.
 2. Definitions.
 (a) Administrator
 (b) Affiliate
 (c) Applicable Law
 (d) Award
 (e) Award Agreement
 (f) Board
 (g) Cash Award
 (h) Change in Control
 (i)
 (ii)
 (iii)
 (i) Code
 (j) Committee
 (k) Compensation Committee
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(l) Common Stock
 (m) Company
 (n) Consultant
 (o) Continuous Status as an Employee or Consultant
 (p) Covered Stock
 (q) Date of Grant
 (r) Date of Termination
 (s) Director
 (t) Disability
 (u) Employee
 (v) Exchange Act
 (w) Fair Market Value
 (x) Grantee
 (y) Incentive Stock Option
 (z) Nonqualified Stock Option
 (aa) Officer
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(bb) Option
 (cc) Other Stock Based Award
 (dd) Parent
 (ee) Performance Based Compensation
 (ff) Performance Based Restricted Stock
 (gg) Performance Period
 (hh) Performance Share
 (ii) Performance Unit
 (jj) Plan
 (kk) Restricted Stock Award
 (ll) Rule 16b-3
 (mm) Share
 (nn) Stock Appreciation Right SAR
 (oo) Subsidiary
 3. Stock Subject to the Plan.
 4. Administration of the Plan.
 (a) Procedure
 (i) Multiple Administrative Bodies
 (ii) Rule 16b-3
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(iii) Section 162(m) of the Code
 (iv) Authorization of Officers to Grant Options
 (b) Powers of the Administrator
 (i)
 (ii)
 (iii)
 (iv)
 (v)
 (vi)
 (vii)
 (viii)
 (ix)
 (x)
 (xi)
 (xii)
 (xiii)
 (xiv)
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(xv)
 (xvi)
 (c) Effect of Administrators Decision
 5. Eligibility and General Conditions of Awards.
 (a) Eligibility
 (b) Maximum Term
 (c) Award Agreement
 (d) Termination of Employment or Consulting Relationship
 (i)
 (ii)
 (iii)
 (iv)
 (e) Disability of Grantee
 (f) Death of Grantee
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(g) Retirement of Grantee
 (h) Termination by Employer Not for Cause
 (i) Termination for Cause
 (j) Nontransferability of Awards
 (i)
 (ii)
 (iii)
 (A)
 (B)
 (C)
 (D)
 (E)
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6. Stock Options.
 (a) Limitations
 (i)
 (A)
 (B)
 (1)
 (2)
 (ii)
 (b) Term of Option
 (c) Option Exercise Price and Consideration
 (i) Exercise Price
 (A)
 (B)
 (d) Waiting Period and Exercise Dates
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(e) Form of Consideration
 (i)
 (ii)
 (iii)
 (iv)
 (f) Exercise of Option
 (i) Procedure for Exercise; Rights as a Shareholder
 (A)
 (B)
 (C)
 (1)
 (2)
 (D)
 (E)
 7. Stock Appreciation Rights.
 (a) Grant of SARs
 (b) Exercise of SARs
 (i)
 (ii)
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(iii)
  (c) Payment of SAR Benefit
 (i)
 (ii)
  (d)
 8. Restricted Stock Awards.
 (a) Administrator Action
 (b) Performance-Based Restricted Stock
 (i) Effective Date
 (ii) Share Limitation
 (iii) Grant Conditions
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(iv) Forfeiture Conditions
 (c) Restricted Stock Other Than Performance-Based Restricted Stock
 (i) Effective Date
 (ii) Grant Conditions
 (iii) Forfeiture Conditions
 (d) Dividends and Voting Rights
 (e) Satisfaction of Forfeiture Conditions
 9. Performance Units and Performance Shares.
 (a) Grant of Performance Units and Performance Shares
 (b) Value/Performance Goals
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(c) Payment of Performance Units and Performance Shares
 (i)
 (ii)
 (d) Form and Timing of Payment of Performance Units and Performance Shares
 10. Cash Awards.
 (a) Annual Limits.
 (b) Restrictions.
  11. Other Stock Based Awards.
 12. Tax Withholding.
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13. Adjustments Upon Changes in Capitalization or Change in Control.
 (a) Changes in Capitalization
 (b) Change in Control
 (i)
 (ii)
 (iii)
 (iv)
 (v)
  14. Term of Plan.
 15. Amendment and Termination of the Plan.
 (a) Amendment and Termination
 (b) Shareholder Approval
 (c) Effect of Amendment or Termination
 16. Conditions Upon Issuance of Shares.
 (a) Legal Compliance
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(b) Investment Representations
 17. Liability of Company.
 (a) Inability to Obtain Authority
 (b) Grants Exceeding Allotted Shares
 18. Reservation of Shares.
 19. Rights of Employees.
 20. Sub-plans for Foreign Subsidiaries.
 21. Construction.
 22. Certain Limitations on Awards to Ensure Compliance with Code Section 409A.
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