AGREEMENT
Exhibit
10.2
AGREEMENT
THIS
AGREEMENT
(the
“Agreement”) is made
this 5 day
of December, 2006 by and between the parties to this Agreement (hereinafter
individually referred to as a “Party” and collectively referred to as the
“Parties”), APPLIED
DIGITAL SOLUTIONS, INC.,
a Missouri
Business Corporation (hereinafter referred to as “ADS”), and XXXXX
X. XXXXXXXXX (hereinafter
referred to as “Executive”).
WHEREAS,
the
Parties entered into the Applied Digital Solutions, Inc. Employment and
Non-Compete Agreement dated April 8, 2004 (the “ADS Agreement”);
and
WHEREAS,
ADS
desires the Executive to focus his efforts exclusively on ADS’s VeriChip
subsidiary by becoming that company’s CEO; and
WHEREAS,
ADS desires to replace the ADS Agreement because under the ADS Agreement,
if ADS
assigned the Executive to responsibilities solely for VeriChip Corp, it could
be
deemed a constructive termination entitling the Executive to approximately
Three
Million Three Hundred Thousand ($3,300,000.00) Dollars in cash, and would
allow
the Executive to resign (neither of which is desired by ADS); and
WHEREAS,
ADS prefers to enter into an agreement, and Executive is prepared to enter
into
an agreement, that motivates Executive to accept the position desired for
him by
ADS, that motivates him to remain at that position and motivates him to improve
the value of ADS; and
WHEREAS,
contemporaneous with the execution of this Agreement, Executive and VeriChip
Corp shall enter into the VeriChip Corp Employment and Non-Compete Agreement
in
substantially the form attached hereto as Exhibit “A,” the terms of which are
incorporated by this reference (the “VeriChip Agreement”).
NOW
THEREFORE,
in
consideration of the promises and the mutual obligations set forth in this
Agreement, the Parties agree as follows:
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(1)
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Termination
of the ADS Agreement.
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(a) Effective
upon the execution of this Agreement, the ADS Agreement shall be null and
void
and of no further force and effect. In consideration for Executive waiving
all
of his rights pursuant to the ADS Agreement including, without limitation,
all
benefits resulting from a constructive termination of employment, Executive
shall receive Three Million Three Hundred Thousand ($3,300,000.00) Dollars
in
cash payable within one hundred and twenty (120) days of the date of this
Agreement (the “Cash Consideration”). In lieu of paying the Cash Consideration,
ADS may, in its sole discretion, elect to transfer to Executive common stock
in
ADS that has a value of Three Million Three Hundred Thousand ($3,300,000.00)
Dollars (the “Stock”). ADS may elect to pay the amount referred to herein in
Stock at any time during the one hundred and twenty (120) day period. If
Executive remains on the Board of Directors of ADS at that time, or if there
is
some other reason shareholder approval might be necessary to permit the issuance
of the Stock, then ADS shall have one hundred and twenty (120) additional
days
from the date of such election to obtain such shareholder approval. If it
does
not obtain shareholder approval in such timeframe, ADS shall forfeit its
election to pay the amount in Stock and shall pay the Cash Consideration.
The
Stock shall be subject to a substantial risk of forfeiture in the event that
Executive voluntarily resigns as the Chairman and the Chief Executive Officer
of
VeriChip Corp on or before December 31, 2008, or in the event that VeriChip
Corp terminates the VeriChip Agreement for cause in accordance with Section
3(e)
of the VeriChip Agreement on or before December 31, 2008.
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(b) The
Stock
shall be registered as soon as practicable, which is anticipated to be
approximately six (6) months from the date of issuance of the Stock. The
Stock
will be issued based on the average closing price of one (1) share of common
stock of ADS for the ten (10) trading days preceding the day ADS elects to
pay
in Stock. The Stock will be price protected through the date on which the
registration statement becomes effective, or the date in which the Stock
should
become eligible for trading, if later, such that if the value of the Stock
is
then less than Three Million Three Hundred Thousand ($3,300,000.00) Dollars,
additional shares in ADS will be issued to Executive to subsidize any
shortfall.
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(2)
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Miscellaneous.
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(a) The
invalidity or unenforceability of any particular provision of this Agreement
shall not affect the other provisions hereof, and this Agreement shall be
construed in all respects as those such invalid or unenforceable provisions
were
omitted.
(b) This
Agreement shall inure to the benefit of and be binding upon ADS, its successors
and assigns, and Executive.
(c) The
terms
and provisions of this Agreement may not be modified except by a written
instrument duly executed by the Parties.
(d) This
Agreement supersedes all other oral and written agreements between the Parties
with respect to the matters contained in this Agreement and, except as otherwise
provided herein, this Agreement contains all of the covenants and agreements
between the Parties with respect to those matters.
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(e) This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Florida. The Parties hereby consent and submit to the jurisdiction
and
venue of any state or federal court within the State of Florida, Palm Beach
County in any matter arising out of this Agreement.
(f) This
Agreement may be executed in two or more counterparts either by facsimile
or
otherwise, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
IN
WITNESS WHEREOF,
the
Parties hereto have set their hands and seals as of the date set forth on
the
first page of this Agreement.
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ATTEST:
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APPLIED
DIGITAL SOLUTIONS, INC.
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| /s/ Xxx X. Xxxxxxxxx |
By:
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/s/ Xxxx X. XxXxxxx | |
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Secretary
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CFO, Senior Vice President | |||
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WITNESS:
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| /s/ Xxxxxxx X. Xxxxx 12/5/06 | /s/ Xxxxx Xxxxxxxxx | |
|
XXXXX
X. XXXXXXXXX
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EXHIBIT
“A”
VERICHIP
CORP
EMPLOYMENT
AND NON-COMPETE AGREEMENT
AGREEMENT
made
this 5 day
of December , 2006 (the
“Effective Date”), by and between the parties to this Agreement (hereinafter
individually referred to as “Party” and collectively referred to as “Parties”),
VERICHIP
CORP,
a Delaware
Business Corporation (hereinafter referred to as “VeriChip”), and XXXXX
X. XXXXXXXXX (hereinafter
referred to as “Executive”).
WHEREAS,
VeriChip is a leader in RFID technology for people, particularly in the
healthcare area (the “Business”); and
WHEREAS,
the
Business includes VeriChip’s VeriMed business, for which Executive has
contributed meaningfully in his capacity as CEO of Applied Digital Solutions,
Inc., (“ADS”); and
WHEREAS,
VeriChip finds it is in its best interest to enhance Executive’s contribution to
the Business, to protect its technologies and business relationships, and
to
engage Executive’s services as Chairman and Chief Executive Officer of VeriChip;
and
WHEREAS,
Executive is willing to assume the fulltime role as VeriChip’s Chief Executive
Officer;
NOW
THEREFORE,
in
consideration of the promises and the mutual obligations set forth
in
this Agreement, the Parties agree as follows:
1. Employment.
VeriChip agrees to employ Executive, and Executive agrees to accept such
employment by VeriChip, pursuant to the terms and conditions set forth
in this
Agreement.
2. Position
and Responsibilities.
During
the term of this Agreement, as defined below, Executive shall serve as
Chairman
and Chief Executive Officer of VeriChip and will perform such duties and
exercise such supervision with regard to the business of VeriChip as are
associated with such positions, as well as such additional duties as may
be
prescribed from time to time by VeriChip’s Board of Directors. Executive agrees
to render services to the best of Executive’s ability for and on behalf of
VeriChip. Executive agrees to devote his full business time to rendering
such
services on behalf of VeriChip.
3. Term.
Except
as otherwise provided in this Section 3 or Section 8(c) of this Agreement,
the
term of this Agreement (the “Term”) shall commence on the Effective Date and
shall continue in force thereafter for a period of five (5) years from
the
Effective Date. Notwithstanding the foregoing, upon the happening of any
of the
following events, this Agreement shall terminate (unless otherwise provided
herein for a termination after a period of time) and Executive shall cease
to be
an employee of VeriChip:
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(a)
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Executive’s
resignation upon sixty (60) days advance written
notice;
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(b)
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Executive’s
Total Disability upon VeriChip’s election. For purposes of this Agreement,
“Total Disability” shall be defined as Executive’s inability, due to
illness, accident or any other physical or mental incapacity,
to perform
Executive’s usual responsibilities performed by Executive for VeriChip
prior to the onset of such disability, for one hundred eighty
(180)
consecutive days during the Term. VeriChip may elect, by written
notice to
Executive, within thirty (30) days of the end of such period
of Total
Disability defined above, to terminate Executive’s employment
herein;
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(c)
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the
death of Executive;
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(d)
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Executive’s
Constructive Termination. For purposes of this Agreement, “Constructive
Termination” shall be defined as a material breach by VeriChip of its
obligations under this Agreement (including but not limited to
any
reduction of Executive’s Base Salary or incentive compensation as provided
herein). If Executive chooses to treat such material breach as
a
Constructive Termination, Executive shall provide VeriChip with
written
notice describing the circumstances being relied upon by Executive
for
such termination with respect to this Agreement within thirty
(30) days
after the event giving rise to the Constructive Termination.
VeriChip
shall have thirty (30) days after receipt of such notice to remedy
the
situation prior to the Constructive Termination being deemed
final; or
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(e)
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VeriChip
terminates this Agreement for cause, with said cause being defined
as a
conviction of a felony or Executive’s being prevented from providing
services hereunder as a result of Executive’s violation of any law,
regulation and/or rule.
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(f)
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Nothing
in this Agreement is intended to limit the rights of VeriChip
to terminate
this Agreement under applicable bankruptcy laws in the event
that VeriChip
files for protection under the United States Bankruptcy
Code.
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4. Annual
Compensation.
(a) During
the Term, Executive shall be entitled to compensation for all services
performed
by Executive pursuant to this Agreement (“Compensation”) as
follows:
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(1)
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Executive
shall be entitled to a base salary (the “Base Salary”) of FOUR HUNDRED
TWENTY THOUSAND ($420,000.00) DOLLARS for the 2007 calendar year,
payable
according to the customary payroll practices of VeriChip for
the then
current period. The Base Salary shall increase a minimum of ten
percent
(10%) per annum during each of the first two (2) years of the
Term.
Thereafter, the Base Salary may be increased (but not decreased)
in the
reasonable discretion of VeriChip. The “Base Salary” shall, for all
purposes of this Agreement, mean the Base Salary then being paid
by
VeriChip to Executive.
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(2)
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During
the Term, Executive shall be eligible for incentive bonus compensation
for
each calendar year, to be reasonably determined by the Board
of Directors
of VeriChip, which shall consider bonuses paid by similarly situated
employers to similarly situated
employees.
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(b) VeriChip
shall deduct from the Compensation all taxes and other deductions which
are
required to be deducted or withheld under any provision of any federal,
state,
or local law now in effect or which may become effective at any time during
the
term of this Agreement.
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5. Fringe
Benefits.
During
the
Term, Executive shall be entitled to all fringe benefits (the “Fringe Benefits”)
provided to senior executive employees of VeriChip, as reasonably determined
by
the Board of Directors of VeriChip. The Fringe Benefits shall specifically
include executive health benefits which shall entitle Executive to full
reimbursement for all physical examinations and other related services,
use of
an automobile leased by VeriChip for use by Executive, as well as the payment
by
VeriChip of all applicable annual membership dues relating to the Ocean
Reef
Yacht Club. In
addition, VeriChip shall utilize its commercially reasonable efforts to
obtain
and maintain, at its sole cost and expense, disability insurance coverage
that
shall provide Executive with up to TWENTY-TWO THOUSAND SEVEN HUNDRED FIFTY
($22,750.00) DOLLARS in monthly salary continuation payments, subject to
applicable limitation periods and the availability of such coverage, in
the
event of the disability of Executive.
6. Business
and Other Expenses.
VeriChip will reimburse Executive for all reasonable travel, entertainment
and
other expenses incurred by Executive in connection with the performance
of his
duties and obligations under this Agreement. Executive will comply with
all
reasonable reporting requirements with respect to business expenses as
may be
established by VeriChip from time to time. In addition, VeriChip shall
pay to
Executive FORTY-FIVE THOUSAND ($45,000.00) DOLLARS per year during the
Term,
payable in TWENTY-TWO THOUSAND FIVE HUNDRED ($22,500.00) DOLLAR installments
on
or before January 15 and July 15, representing non-allocable expenses
that shall be deemed additional compensation to Executive.
7. Additional
Benefits.
(a)
Executive will be entitled to participate in all other compensation or
employee
benefit plans or programs and receive all benefits for which salaried employees
of VeriChip generally are eligible under any plan or program now or later
established by VeriChip on the same basis as similarly situated senior
executives of VeriChip. Executive will participate to the extent permissible
under the terms and provisions of such plans or programs, in accordance
with
program provisions.
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(b) Upon
the
execution of this Agreement, VeriChip shall, after giving effect to the
contemplated three for one reverse stock split, issue 500,000 shares (the
“Shares”) of restricted stock in VeriChip to Executive. The Shares will be
registered as soon as practicable, which is anticipated to be approximately
six
(6) months from the date of issuance of the Shares. The Shares shall be
subject
to a substantial risk of forfeiture in the event that this Agreement is
terminated on or before December 31, 2008 pursuant to subparagraphs (a)
or (e)
of Section 3 of this Agreement in which event the Shares shall immediately
be
forfeited.
8. Payment
Upon Termination of Agreement.
(a) In
the event this Agreement is terminated by Executive’s resignation pursuant to
subparagraph (a) or (e) of Section 3 of this Agreement, VeriChip will pay
to
Executive any and all earned but unpaid Base Salary and earned but unpaid
incentive bonus compensation as of the date of termination. VeriChip shall
pay
such amounts due Executive within thirty (30) days of Executive’s last day of
service. In addition, VeriChip shall pay to Executive fifty (50%) percent
of the
Base Salary for a period of two (2) years commencing from the date of
Termination. In addition, any outstanding stock options held by Executive
on
Executive’s last day of service shall remain exercisable for the life of the
option. Further, Executive may, at his sole option, assume all obligations
for
the leased vehicle then used by Executive, which vehicle is being leased
by
VeriChip for use by Executive.
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(b) In
the
event this Agreement is terminated pursuant to any of subparagraphs (b)
through
(d) of Section 3 of this Agreement, or if VeriChip terminates this Agreement
without cause, VeriChip will, in addition to maintaining the Fringe Benefits
through December 31, 2011, pay to Executive the sum of (i) any and all
earned
but unpaid Base Salary and earned but unpaid incentive bonus compensation
as of
the date of termination; (ii) the greater of (A) the Base Salary from the
date
of termination through December 31, 2011, or (B) two (2) times the Base
Salary;
and (iii) the average bonus paid by VeriChip to Executive for the three
(3) full
calendar years immediately prior to the date of termination, or fifty (50%)
percent of the bonus paid by ADS to Executive in 2006 if the termination
occurs
in 2007, or seventy-five (75%) percent of the bonus paid by VeriChip to
Executive in 2007 if the termination occurs in 2008, which amount shall
be
interpolated from the date of termination through December 31, 2011. All
amounts set forth in this subparagraph (b) may be paid in either cash or
in
stock of VeriChip within sixty (60) days of Executive’s last day of service;
provided, however, to the extent that Executive, in his sole option, does
not
desire to receive stock of VeriChip, then and in that event, he shall so
notify
VeriChip in which event VeriChip shall pay fifty (50%) percent of the amounts
set forth in this subparagraph (b) in cash within sixty (60) days of Executive’s
last day of service, with the remaining amounts to be paid within one hundred
eighty (180) days of Executive’s last day of service; provided, further, that
VeriChip shall continue to pay to Executive the Base Salary for one hundred
eighty (180) days from Executive’s last day of service, which payments shall be
credited to VeriChip against the amount due from VeriChip to Executive
as set
forth in this subparagraph (b). In addition, any outstanding stock options
held
by Executive on Executive’s last day of service pursuant to such termination
shall become vested and exercisable as of such date of termination, and
will
remain exercisable for the life of the option. Further, VeriChip shall
continue
to pay all lease payments on the vehicle then used by Executive, which
vehicle
is being leased by VeriChip for use by Executive. In addition, VeriChip
shall
maintain Executive on its group medical plan on the same conditions as
if he
were to remain employed by VeriChip, until Executive is eligible to be
covered
under another comparable group medical plan.
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(c) (i) To
the
extent that during the Term there shall be Change in Control, as hereinafter
defined, notwithstanding any term to the contrary in this Agreement, this
Agreement shall terminate in which event, the Executive shall be entitled
to
receive the Change in Control Compensation, as hereafter defined.
(ii) For
all
purposes of this Agreement, 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
VeriChip 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 VeriChip as well as the
board of
director members prior to the transaction no longer constituting a majority
of
the board of director members following such transaction. Notwithstanding
the
foregoing, the following shall not be deemed a Change in Control: (1) the
acquisition of stock by ADS or its affiliates; (2) a public offering or
sale to
the public of VeriChip’s stock; (3) a merger with another company, unless such
merger also results in the board of director members prior to such transaction
not constituting a majority of the board members following such
transaction.
(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) five (5)
times
the Base Salary; and (C) five (5) times the average bonus paid by VeriChip
to
Executive for the three (3) full calendar years immediately prior to the
Change
in Control, or the number of calendar years that were completed commencing
on
the Effective Date and ending on the Change in Control if less than three
(3)
calendar years. 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. Further, VeriChip shall continue to pay all lease payments
on the
vehicle then used by Executive, which vehicle is being leased by VeriChip
for
use by Executive.
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9. Confidential
Information.
(a)
Executive recognizes and acknowledges that all information pertaining to
this
Agreement or to the affairs; business; results of operations; accounting
methods, practices and procedures; shareholders; acquisition candidates;
financial condition; clients; customers or other relationships of VeriChip
or
any of its affiliates (“Information”) is confidential and is a unique and
valuable asset of VeriChip or any of its affiliates. Access to and knowledge
of
the Information is essential to the performance of Executive’s duties under this
Agreement. Executive will not, during the Term or thereafter, except to
the
extent reasonably necessary in performance of his duties under this Agreement,
give to any person, firm, association, corporation, or governmental agency
any
Information, except as may be required by law. Executive will not make
use of
the Information for his own purposes or for the benefit of any person or
organization other than VeriChip or any of its affiliates. Executive will
also
use his best efforts to prevent the disclosure of this Information by others.
All records, memoranda, etc. relating to the business of VeriChip or its
affiliates, whether made by Executive or otherwise coming into his possession,
are confidential and will remain the property of VeriChip or its
affiliates.
(b) Executive
will, with reasonable notice during or after the Term, furnish information
as
may be in his possession and fully cooperate with VeriChip and its affiliates
as
may be required in connection with any claims or legal action in which
VeriChip
or any of its affiliates is or may become a party.
10. Restrictions.
(a)
During the Term, and to the extent that Executive submits his resignation
in
accordance with Section 3(a), thereafter for a two (2) year period (the
“Restriction Period”), Executive agrees that, without the prior express written
approval from VeriChip’ Board of Directors, he shall not compete with VeriChip
and its affiliates by directly or indirectly engaging in the Business or
by
engaging in any business comparable to that of VeriChip or its affiliates,
either directly or indirectly, as an individual, partner, member, corporation,
limited liability company, limited liability partnership, officer of a
corporation or in any
other capacity whatsoever
at any
location at which VeriChip or its affiliates conducts business and/or provides
any
services.
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(b) Executive
acknowledges that the restrictions contained in this Section 10 of this
Agreement, in view of the nature of the activities in which VeriChip and
its
affiliates are engaged, are reasonable and necessary in order to protect
the
legitimate interests of VeriChip and its affiliates, and that any violation
thereof would result in irreparable injuries to VeriChip and/or its
affiliate(s), as the case may be. Executive, therefore, acknowledges that,
in
the event of the violation of any of these restrictions, VeriChip shall
be
entitled to obtain from any Court of competent jurisdiction preliminary
and
permanent injunctive relief, as well as attorneys fees and costs, damages
and an
equitable accounting of all earnings, profits and other benefits arising
from
such violation, which rights shall be cumulative, and in addition to any
other
rights or remedies to which VeriChip may be entitled.
(c) Executive
agrees that the restrictions contained in this Section 10 of this Agreement
are
an essential element of Executive’s compensation that Executive is granted
hereunder and, but for Executive’s agreement to comply with such restrictions,
VeriChip would not have entered into this Agreement.
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(d) If
any of
the restrictions set forth in this Section 10 should, for any reason, be
adjudged invalid or unreasonable in any proceeding, then the validity or
enforceability of the remainder of such restrictions shall not be adversely
affected. If the Restriction Period or the area specified in this Section
10 of
this Agreement shall be adjudged unreasonable in any proceeding, then the
Restriction Period shall be reduced by such number of months, or the area
shall
be reduced by the elimination of such portion thereof or both, so that
such
restrictions may be enforced in such area and for such period of time as
is
adjudged to be reasonable. If Executive violates any of the restrictions
contained in this Section 10, the Restriction Period shall not run in favor
of
Executive from the time of commencement of any such violation until such
time as
such violation shall be cured by Executive to the satisfaction of
VeriChip.
(e) The
terms of this Section 10 shall survive the termination of this Agreement.
Executive acknowledges that he can be gainfully employed and still comply
with
the terms of this Section 10 and that it is not unduly inconvenient to
him.
11. Indemnification;
Litigation.
(a)
VeriChip will indemnify Executive to the fullest extent permitted by the
laws of
the State of Florida in effect at that time, or the certificate of incorporation
and by-laws of VeriChip, whichever affords the greater protection to Executive.
Executive will be entitled to any insurance policies VeriChip may elect
to
maintain generally for the benefit of its officers and directors against
all
costs, charges and expenses incurred in connection with any action, suit
or
proceeding to which he may be made a party by reason of being an officer
of
VeriChip.
(b) In
the
event of any litigation or other proceeding between VeriChip and Executive
with
respect to the subject matter of this Agreement, VeriChip will reimburse
Executive for all costs and expenses related to the litigation or proceedings,
including attorney’s fees and expenses, providing that the litigation or
proceedings results in either a settlement requiring VeriChip to make a
payment
to Executive or judgment in favor of Executive.
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12. Mitigation.
Executive will not be required to mitigate the amount of any payment provided
for hereunder by seeking other employment or otherwise, nor will the amount
of
any such payment be reduced by any compensation earned by Executive as
the
result of employment by another employer after the date Executive’s employment
hereunder terminates.
13. Remedies.
(a) In
the event of a breach of this Agreement, the nonbreaching Party may maintain
an
action for specific performance against the Party who is alleged to have
breached any of the terms of this Agreement. This subparagraph (a) of this
Section 13 of this Agreement will not be construed to limit in any manner
any
other rights or remedies an aggrieved Party may have by virtue of any breach
of
this Agreement.
(b) Each
of
the Parties has the right to waive compliance with any obligation of this
Agreement, but a waiver by any Party of any obligation will not be deemed
a
waiver of compliance with any other obligation or of its right to seek
redress
for any breach of any obligation on any subsequent occasion, nor will any
waiver
be deemed effective unless in writing and signed by the Party so
waiving.
14. Consolidation,
Merger or Sale of Assets.
Subject
to the terms of Section 8, this Agreement shall not preclude VeriChip from
consolidating or merging into or with, or transferring all or substantially
all
of its assets to, another corporation which, subject to the express written
consent of Executive, which consent may be withheld for any reason or for
no
reason, may then assume this Agreement and all obligations and undertakings
of
VeriChip hereunder. In that event, “VeriChip” will mean the other corporation
and this Agreement will continue in full force and effect.
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15. Attorney's
Representations.
Executive acknowledges that VeriChip’ counsel, XXXXXX XXXXXXXX XXXXX XXXXXXXXX
& XXXXXXXXX, P.A., prepared this Agreement on behalf of and in the course
of
its representation of VeriChip, and that:
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1.
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Executive
has been advised to seek the advice of independent counsel;
and
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2.
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Executive
has had the opportunity to seek and has, in fact, received the
advice of
independent counsel of his
choosing.
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16. Notices.
Any
notices required or permitted by this Agreement or by law to be served
on, or
delivered to, any Party to this Agreement, shall be in writing and shall
be
signed by the Party giving or delivering it and sent by courier that guarantees
overnight delivery, or by registered or certified mail, return receipt
requested, addressed to the Party to whom any communication under this
Agreement
is to be made. Notice given as provided herein shall be deemed to have
been
given on the mailing date and, unless otherwise provided herein, shall
be
effective from that date. Notice shall be sent to the respective Party
at the
address set forth below. Any Party may change its address for purposes
of
receiving notices by furnishing notice of such change in the manner set
forth
above.
If
to
VeriChip:
VERICHIP
CORP
0000
Xxxxx Xxxxxxxx Xxxxxx- Xxxxx 000
Xxxxxx
Xxxxx, Xxxxxxx 00000
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If
to Executive:
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Xxxxx
X. Xxxxxxxxx
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000
Xxxx
Xxxxx
Xxxxxx
Xxxxx, Xxxxxxx 00000
17. Invalid
Provisions.
The
invalidity or unenforceability of any particular provision of this Agreement
shall not affect the other provisions hereof, and the Agreement shall be
construed in all respects as though such invalid or unenforceable provisions
were omitted.
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18. Assignment.
This
Agreement shall inure to the benefit of and be binding upon VeriChip, its
successors and assigns, and Executive. This Agreement, being for the personal
services of Executive, shall not be assignable or subject to anticipation
by
Executive.
19. Amendments.
The
terms and provisions of this Agreement may not be modified except by written
instrument duly executed by the Parties.
20. Entire
Agreement.
This
Agreement supersedes all other oral and written agreements between the
Parties
with respect to the matters contained in this Agreement and, except as
otherwise
provided herein, this Agreement contains all of the covenants and agreements
between the Parties with respect to those matters.
21. Law
Governing Agreement.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Florida. Any terms and conditions of this Agreement which apply
to
Executive and/or govern Executive’s behavior after Executive’s termination of
employment and/or after the termination of this Agreement shall automatically
survive the termination of this Agreement.
22. Consent
to Jurisdiction and Venue.
The
Parties hereby consent and submit to the jurisdiction and venue of any
state or
federal court within the State of Florida, Palm Beach County in any litigation
arising out of this Agreement.
23. Captions
and Gender.
The
headings contained in this Agreement are inserted for convenience and reference
purposes only and are not intended to describe, interpret, define or limit
the
scope, extent or intent of this Agreement or any provisions hereof, and
shall
not affect in any way the meaning or interpretation of this Agreement or
any
provisions hereof. All personal pronouns used in this Agreement shall include
the other genders whether used in the masculine or feminine or neuter gender,
and the singular shall include the plural and vice versa whenever and as
often
as may be appropriate.
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24. Counterpart
Execution.
This
Agreement may be executed in two or more counterparts either by facsimile
or
otherwise, each of which shall be deemed an original, but all of which
together
shall constitute one and the same instrument.
IN
WITNESS WHEREOF,
the
Parties hereto have set their hands and seals as of the date set forth
on the
first page of this Agreement.
|
ATTEST:
|
VERICHIP
CORP
|
||
| /s/ Xxxxxxxx Xxxx |
/s/
Xxxxxxx X.
Xxxxx
12/5/06
|
||
|
|
By: | Xxxxxxx X. Xxxxx |
,
Vice President
|
|
WITNESS:
|
EXECUTIVE: | |
| /s/ Xxxxxxxx Xxxx | /s/ Xxxxx X. Xxxxxxxxx | |
|
XXXXX
X. XXXXXXXXX
|
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