50 of the Top 250 law firms use our Products every day
Exhibit 10.1
STEEL VAULT CORPORATION
WAIVER
This
Waiver dated September 4, 2009, is entered into between Steel
Vault Corporation, a Delaware corporation (the
“Company”), and William J. Caragol
(“Caragol”).
Recitals
|
|
A.
|
|
The
Company entered into a letter agreement with Caragol dated as
February 13, 2009 (the “Letter
Agreement”).
|
|
|
B.
|
|
The
consummation of the transactions contemplated under that certain
Agreement and Plan of Reorganization dated September 4, 2009,
among the Company, VeriChip Corporation, and VeriChip Acquisition
Corp. (the “Transaction”), would constitute a change of
control (as defined by the Company’s 2009 Stock Incentive
Plan) thereby entitling Caragol to a change of control payment
under the Letter Agreement in the aggregate amount of $750,000 (the
“Change of Control Payment”).
|
|
|
C.
|
|
Caragol believes that the merger
will provide significant value for all Steel Vault stockholders and
that it is in Caragol’s interest that the Transaction be
consummated.
|
|
|
D.
|
|
The
Company’s obligation to pay Caragol the Change of Control
Payment could have a significant impact on the value of the merger
to the other stockholders.
|
|
|
E.
|
|
Caragol has recommended that he
waive the Change of Control Payment in connection with the
Transa
|
|
