Exhibit 10.75


 

Exhibit
10.75

 

Executive
Management Change in Control Plan




This
Executive Management Change in Control Plan (the “Plan”) is an employee benefit
provided to the following three individuals: Kevin McLaughlin, Michael Krawitz
and Evan McKeown (each, an “Executive,” and collectively, the “Executives”). The
Plan was approved by the Board of Directors on May 8, 2004 and is being put into
place in consideration for the continued efforts, after the date hereof, of the
foregoing individuals. The Plan is designed to mirror (although to a lesser
extent) the change in control provision applicable to Scott Silverman pursuant
to his current employment agreement, and any questions that arise as to
construction of the provisions hereof shall be guided by the application to Mr.
Silverman of the change in control provisions of such agreement.




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 occur if any
person or entity (or persons or entities acting as a group) acquires stock of
Applied Digital Solutions, Inc. (“Applied Digital”) that, together with stock
then held by such person, entity or group, results in such person, entity or
group holding more than fifty (50%) percent of the fair market value or total
voting power of Applied Digital.




(iii)    For all
purposes of this Agreement, 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 Change in Control. In addition,
any outstanding stock options held by Executive as of the Change in Control
shall become vested and exercisable as of such date, and shall remain
exercisable as of the life of the option (or, in the case of an acquisition of
all of the common stock of Applied Digital, such options shall vest prior to
such closing so that the shares issuable upon such exercise may be sold in the
Change of Control transaction). Further, Applied Digital shall continue to pay
any lease payments on the vehicle then used by Executive, which vehicle is being
leased by Applied Digital for use by Executive.




“Average
Bonus” shall mean the average bonus paid by Applied Digital 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 2004, then the
“Average Bonus shall mean the bonus paid in 2003, and if the Change in Control
occurs in 2005, then the “Average Bonus” shall mean the average of the bonuses
paid in 2003 and 2004. 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) 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.























 

In the
case of Messrs. McLaughlin and McKeown, “Multiplier” shall mean one (1), but
shall increase by 0.5 on May 7, 2005 and by an additional 0.5 on each May 7
after May 7, 2005 until the Multiplier reaches a cap of 3. In the case of Mr.
Krawitz, “Multiplier” shall mean three (3), and shall not increase.




The Plan
shall not apply to an Executive that terminates his employment for any reason
other than resignation with Good Reason. Good Reason shall mean:
(i) assignment of duties inconsistent with Executive’s position (including
status, title and reporting requirements) or reduction of the Executive’s
position (including status, title and reporting requirements), authority, duties
or responsibilities or (ii) relocation of the Employer’s principle place of
business or relocation of Employee’s workplace outside of Palm Beach County or
Broward Counties.




APPLIED
DIGITAL SOLUTIONS, INC.







By:           
/s/ Scott
Silverman                  


      Name:
Scott Silverman

      Title:
Chairman and CEO

 


 

          /s/ Kevin
McLaughlin                              


Kevin
McLaughlin




 


          /s/
Michael
Krawitz                               


Michael
Krawitz




 


         /s/ Evan
McKeown                                   


Evan
McKeown