Filed by Bowne Pure Compliance












December 31, 2008



Scott R. Silverman


c/o VeriChip Corporation


1690 South Congress Avenue, Suite 200


Delray Beach, Florida 33445


Dear Scott:


VeriChip Corporation, a Delaware corporation (the “Company”), desires to retain your executive services from
December 1, 2008 through December 31, 2009. You will serve as the Company’s Executive Chairman. Your responsibilities
will include your involvement in the day-to-day management of the Company and any other responsibilities that the
Company’s Board of Directors and you determine to be reasonable in the future.



Upon the execution of this letter agreement, the separation agreement between the Company and you, dated May 15,
2008 (the “Separation Agreement”), will be superseded by the provisions set forth below and will have no further force
or effect; provided, however, that Sections I.B., I.E., II.B. and II.C. of the Separation Agreement shall survive, and
you shall remain subject to those provisions.




	 	1.	 	Salary – You hereby elect to accept 601,852 restricted shares of the Company’s common stock as
compensation (in lieu of cash compensation) for executive services rendered to the Company from December 1,
2008 through December 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. These
 shares will be subject to a substantial risk of forfeiture in the event that 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). If you remain involved in the day-to-day management of the Company (as determined by the
Company’s Board of Directors), these shares will vest upon the earlier to occur of (i) January 1, 2010 or
(ii) a Change in Control (as defined in the Amended and Restated 2007 Plan). Notwithstanding the foregoing,
in the event of such a Change in Control during 2009, you will be entitled to receive a cash payment of
$25,000 per month following the Change in Control for a period of not less than 12 months from the closing of
the Change in Control transaction, provided (i) you become or remain a director of the acquiring company or, in
the case of a merger, the surviving entity, and (ii) you do not voluntarily resign as
a director for 12 months from the closing of the Change in Control transaction.







	 	2.	 	Term – This letter agreement will be in effect from the date of execution until December 31, 2009,
unless the term ends earlier upon a Change in Control (as defined in the Amended and Restated 2007 Plan) of
the Company or unless earlier terminated as provided herein. The Company may terminate this letter agreement
upon 30 days’ prior written notice to you, subject to the terms defined in section 1 above. However, you may
not terminate this letter agreement prior to the expiration of the term.




 


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	 	3.	 	Benefits – You will be entitled to the use of one car, which will be leased by the Company, during your
service to the Company from December 1, 2008 through December 31, 2009.







	 	4.	 	Bonus/Incentive Compensation – You will not be entitled to receive any form of a bonus or incentive
compensation for services rendered to the Company during fiscal years 2008 and 2009.







	 	5.	 	Equipment – You will be entitled to keep the computer and electronic communications equipment that you
currently use. All Company files or information on such equipment is the property of the Company and shall
be returned to the Company upon the termination of this letter agreement.







	 	6.	 	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.







	 	7.	 	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.







	 	8.	 	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, Sections I.B., I.E., II.B. and II.C. of the Separation
Agreement shall survive, and you shall remain subject to those provisions.







	 	9.	 	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.







	 	10.	 	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.







	 	11.	 	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.






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	 	12.	 	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.







	 	13.	 	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.






[remainder of page intentionally left blank; signature page follows]






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	Sincerely,

	 	Accepted by:
	
VERICHIP CORPORATION
 

	 	
	/s/ William J. Caragol

	 	/s/ Scott R. Silverman
	 

	 	 
	William J. Caragol

President and Chief Financial Officer

	 	Scott R. Silverman

Executive Chairman






 


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