Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) On March 2, 2007, Daniel A. Gunther became the President and Chief Executive Officer of
VeriChip Corporations (the Company) two wholly-owned subsidiaries, VeriChip Corporation, a
Canadian corporation, and VeriChip Holdings Inc., a Canadian corporation (collectively, the
Canadian Subsidiaries), leaving his position as the President of the Company.
(c) On March 2, 2007, the Board of Directors of the Company appointed Scott R. Silverman, the
Companys Chairman and Chief Executive Officer, to also serve as Acting President of the Company.
Mr. Silverman, 43, has served as the Companys Chief Executive Officer since December 5,
2006, the Chairman of the Board of Directors since March 2003 and as a member of the Board of
Directors since February 2002. He also served as the Companys Chief Executive Officer from April
2003 to June 2004. He has served as the Chairman of the Board of Directors of Applied Digital
Solutions, Inc., our parent company (Applied Digital), since March 2003, and served as Chief
Executive Officer of Applied Digital from March 2003 to December 5, 2006, and as Acting President
of Applied Digital from April 2005 to December 5, 2006. From March 2002 to March 2003, he served as
Applied Digitals President and as a member of its Board of Directors. From August 2001 to March
2002, he served as a special advisor to Applied Digitals Board of Directors. Mr. Silverman has
served as the chairman of the Board of Applied Digitals wholly-owned subsidiary, InfoTech USA.
Inc., since January 2006. He has also served as a director of Applied Digitals majority-owned
subsidiary, Digital Angel Corporation, since July 2003, and as Chairman of the Digital Angel Board
of Directors since February 2004. Mr. Silverman is an attorney licensed to practice in New Jersey
and Pennsylvania.
Mr. Silverman has not been involved in any related party transactions with the Company for an
amount that exceeds $120,000, has not received any grant or award in connection with his
appointment as Acting President of the Company and has no familial relationships with any director
or executive officer of the Company.
(e) On March 2, 2007, the Company, with Compensation Committee of the Board of Directors approval,
entered into an Amendment to Letter Agreement (the Letter Agreement) and Senior Management
Incentive Compensation Plan (the Plan) with Mr. Gunther. The Letter Agreement governs
compensation as a result of his appointment as President and Chief Executive Officer of the
Canadian Subsidiaries. Under the Letter Agreement, Mr. Gunther received 50,000 shares of
restricted stock and will receive a base salary of CAN$250,000 (less applicable taxes and
withholdings) and an annual incentive with a target compensation of between $0 to CAN$500,000 that
will be calculated based upon the achievement of annual and quarterly revenue and EBITDA targets
pursuant to the Plan. In the event of termination for any reason other than due to a conviction of
a felony or the inability to provide services to the Company as a result of a violation of any law,
regulation and/or rule, Mr. Gunther is entitled to receive a payment equal to two (2) multiplied by
the sum of (a) his then current base salary and (b) his average incentive compensation for the then
previous three fiscal years, or the years 2005 and 2006 if termination occurs in 2007. The Letter
Agreement is filed as Exhibit 10.1 to this Current Report, and the Plan is filed as Exhibit 10.2 to
this Current Report.
On March 2, 2007, the Companys Compensation Committee of the Board of Directors approved the
VeriChip Corporation Executive Management Change in Control Plan. The plan provides compensation
due to a change in control, as such term is defined in the plan, to Messrs. Gunther, Caragol and
Feder. Upon a change in control, Mr. Gunther and Mr. Caragol would each receive the sum of (i) his earned but unpaid base salary and
bonus compensation as of the date of the change in control; plus (ii) 1.5 times his base salary;
plus (iii) 1.5 times the average bonus received for the three full calendar years
immediately prior to the change in control, or if the change in control occurs in 2007,
the average of the bonus earned in 2006 and the pro rata portion of the total target bonus for
2007, or if the change in control occurs in 2008, the average of the bonuses earned in 2006 and
2007.
Upon a change
in control, Mr. Feder would receive
the sum of his (i) earned but unpaid base salary and bonus compensation as of the date of the
change in control; plus (ii) 1.0 times his base salary; plus (iii) 1.0 times the average bonus
received for the three full calendar years
immediately prior to the change in control, or if the change in control occurs in 2007, the
average of the bonus earned in 2006 and the pro rata portion of the total target bonus for 2007, or
if the change in control occurs in 2008, the average of the bonuses earned in 2006 and 2007. The plan provides for the amount received to increase
on December 31, 2007 and on each December 31 thereafter until the multiplier of base salary and
bonus compensation reaches 3 for Messrs. Gunther and Caragol and 1.5 for Mr. Feder. The plan also
provides that any outstanding stock options, restricted stock or other incentive compensation
awards held as of the date of the change in control become fully vested and exercisable as of such
date, and, in the case of stock options, remain exercisable for the life of the option. Such
compensation will be decreased by the amount of any compensation (salary or bonus) that is
contractually guaranteed by an acquiror in a
2
change in control transaction so long as the guaranteed compensation relates to an executive
position that is of the same or increased level of responsibility and authority and at the same or
higher salary and bonus levels as the executive position held at the time of implementation of this
plan. The VeriChip Corporation Executive Management Change in Control Plan is filed as Exhibit
10.3 to this Current Report.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Amendment to Letter Agreement dated March 2, 2007 between VeriChip Corporation and Daniel A. Gunther | |
| 10.2 | 2007 Senior Management Incentive Compensation Plan for Daniel A. Gunther | |
| 10.3 | VeriChip Corporation Executive Management Change in Control Plan |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VeriChip Corporation |
||||
| Date: March 8, 2007 | /s/ William J. Caragol | |||
| William J. Caragol | ||||
| Vice President and Chief Financial Officer | ||||
4
EXHIBIT INDEX
| Exhibit Number | Description | |||
| 10.1 | Amendment to Letter Agreement dated March 2, 2007 between VeriChip
Corporation and Daniel A. Gunther |
|||
| 10.2 | 2007 Senior Management Incentive Compensation Plan for Daniel A. Gunther |
|||
| 10.3 | VeriChip Corporation Executive Management Change in Control Plan |
|||
5


