Exhibit 10.26


 


MANAGEMENT AGREEMENT


 


THIS MANAGEMENT AGREEMENT (this
“Agreement”) is made as of September 1, 2005, between
VI Acquisition Corp., a Delaware corporation (the “Company”), and
Kenneth L. Keymer (the “Director”).


 


The Company and Director
desire to enter into an agreement pursuant to which Director will commit to
purchase, and the Company will commit to sell, an aggregate of 2,901 shares of
the Company’s Common Stock, par value $.0001 per share (the “Common Stock”).  All of such shares of Common Stock, together
with any Common Stock or other securities of the Company issued with respect to
Director Shares by way of a stock split, dividend or other recapitalization or
reclassification, are referred to herein as “Director Shares.” Certain
definitions are set forth in Section 7 of this Agreement.


 


The parties hereto agree
as follows:


 


1.                                       Director
Shares.


 


(a)                                  Upon
execution of this Agreement, Director will purchase, and the Company will sell,
2,901 shares of Common Stock at a price of $4.53 per share, the fair market
value of the Common Stock on the date hereof. 
The Company will deliver to Director the certificates representing such
Director Shares, and Director will deliver to the Company a cashier’s or
certified check or wire transfer of funds in the aggregate amount of $13,142.


 


(b)                                 Within
thirty (30) days after the purchase by Director of Director Shares pursuant to
this Agreement, Director will make an effective election with the Internal
Revenue Service under Section 83(b) of the Internal Revenue Code and
the regulations promulgated thereunder in the form of Exhibit A attached hereto.


 


(c)                                  In
connection with the purchase and sale of the Director Shares pursuant hereto,
Director represents and warrants to the Company that:


 


(i)                                     The
Director Shares to be acquired by Director pursuant to this Agreement will be
acquired for Director’s own account and not with a view to, or intention of,
distribution thereof in violation of the Securities Act, or any applicable
state securities laws, and the Director Shares will not be disposed of in
contravention of the Securities Act or any applicable state securities laws;


 


(ii)                                  Director
is an outside director of the Company, is sophisticated in financial matters
and is able to evaluate the risks and benefits of the investment in the
Director Shares;


 


(iii)                               Director
is able to bear the economic risk of his investment in the Director Shares for
an indefinite period of time because the Director Shares have not been


 

















 


registered under the Securities Act and, therefore, cannot be sold
unless subsequently registered under the Securities Act or an exemption from
such registration is available;


 


(iv)                              Director
has had an opportunity to ask questions and receive answers concerning the
terms and conditions of the offering of the Director Shares and has had full
access to such other information concerning the Company as he has requested;


 


(v)                                 This
Agreement and each of the other agreements contemplated hereby to which
Director is a party constitute legal, valid and binding obligations of
Director, enforceable in accordance with their terms, and the execution,
delivery and performance of this Agreement and such other agreements by
Director does not and will not conflict with, violate or cause a breach of any
agreement, contract or instrument to which Director is a party or any judgment,
order or decree to which Director is subject;


 


(vi)                              Director
is not a party to or bound by any employment agreement, consulting agreement,
noncompete agreement or confidentiality agreement which conflicts with the
obligations set forth in this Agreement; and


 


(vii)                           Director
is a resident of the State of Georgia.


 


(d)                                 As
an inducement for the Company to commit to issue the Director Shares to
Director, and as a condition thereto, Director acknowledges and agrees that
neither any future issuance of capital stock of the Company to Director nor any
provision contained herein shall entitle Director to remain in the service of
the Company, or any Subsidiary, or affect the right of the Company or any
Subsidiary to terminate Director’s services at any time for any reason.


 


2.                                       Vesting
of Shares.


 


(a)                                  Except
as otherwise provided in Section 2(b) below, the Director
Shares purchased hereunder will become vested in accordance with the following
schedule, if as of each such date Director is still serving as a director of
the Company or is otherwise engaged to perform services on behalf of the
Company or any Subsidiary of the Company:


 


	
  Date

  	
   

  	
  Cumulative Percentage of

  Director Shares to be Vested

  	
   

  
	
  1st Anniversary of this Agreement

  	
   

  	
  25

  	
  %

  
	
  2nd Anniversary of this Agreement

  	
   

  	
  50

  	
  %

  
	
  3rd Anniversary of this Agreement

  	
   

  	
  75

  	
  %

  
	
  4th Anniversary of this Agreement

  	
   

  	
  100

  	
  %

  



 


(b)                                 Notwithstanding
the foregoing or anything herein to the contrary, upon the occurrence of a Sale
of the Company, all Director Shares which have not yet become vested shall
become vested at the time of such Sale of the Company (such portion being
referred to herein as the “Accelerated Shares”); provided, however,
that Director shall not Transfer any interest in any Accelerated Shares unless
and until such time as the Investors shall have received cash dividends


 


2

















 


or other cash proceeds resulting from any
distributions on or dispositions of any Preferred Stock or Common Stock in an
aggregate amount equal to the product of (i) two (2), multiplied by (ii) the
aggregate purchase price paid by the Investors to the Company for all Preferred
Stock, Common Stock and other equity interests of the Company purchased by the Investors
(but not in any event including amounts committed but not yet contributed to
the capital of the Company); and provided, further, that the Accelerated Shares
shall at all times be subject to any other restrictions or limitations with
respect to the Transfer thereof contained herein or in the Stockholders
Agreement or as otherwise provided by law. 
Director Shares which have become vested hereunder are referred to
herein as “Vested Shares,” and all other Director Shares are referred to
herein as “Unvested Shares.”


 


3.                                       Repurchase
Option.


 


(a)                                  In
the event Director ceases to be a director of the Company or to otherwise be
engaged by the Company or any Subsidiary for any reason (a “Separation”), the Shares and all other Director Shares (whether held by Director
or one or more of Director’s transferees, other than the Company and the
Investors) will be subject to repurchase, in each case by the Company pursuant
to the terms and conditions set forth in this Section 3 (the “Repurchase
Option”).


 


(b)                                 In
the event of a Separation, the Director Shares purchased hereunder shall be
subject to repurchase as follows: (i) the purchase price for each Unvested
Share of Common Stock will be the Director’s Original Cost for such share; and (ii) the
purchase price for each Vested Share of Common Stock will be the Fair Market
Value for such share.


 


(c)                                  In
the event of a Separation, the Company may elect to purchase all or any portion
of the Director Shares by delivering written notice (the “Repurchase Notice”)
to the holder or holders of the Director Shares within 60 days after the
Separation.  The Repurchase Notice will
set forth the number of Unvested Shares and Vested Shares to be acquired from
each holder, the aggregate consideration to be paid for such securities and the
time and place for the closing of the transaction.  The number of each type of securities to be
repurchased by the Company shall first be satisfied to the extent possible from
the Director Shares held by Director at the time of delivery of the Repurchase
Notice.  If the number of any or all
types of Director Shares then held by Director is less than the total number of
such securities which the Company has elected to purchase, the Company shall
purchase the remaining securities elected to be purchased from the other
holder(s) of Director Shares under this Agreement, pro rata according to the
number of the applicable type of Director Shares held by such other holder(s)
at the time of delivery of such Repurchase Notice (determined as nearly as
practicable to the nearest share).  The
number of Unvested Shares and Vested Shares to be repurchased hereunder will be
allocated among Director and the other holders of Director Shares (if any) pro
rata according to the number of the applicable type of Director Shares to be
purchased from such Person.


 


(d)                                 The
closing of the purchase of the Director Shares pursuant to the Repurchase
Option shall take place on the date designated by the Company in the Repurchase
Notice, which date shall not be more than 2 months nor less than 5 days after
the delivery of such notice.  The Company
will pay for the Director Shares to be purchased by it pursuant to the
Repurchase Option by first offsetting amounts outstanding under any bona fide
debts owed by Director to the Company, and will pay the remainder of the
purchase price to the extent reasonably permissible


 


3

















 


under the Company’s and its Subsidiaries’ equity
financing agreements and agreements evidencing indebtedness for borrowed money
and to the extent the Company has the financial wherewithal at the time to make
such payments, by a check or wire transfer of funds and, if not, by a
subordinate note or notes, each on terms acceptable to banks and other
financial institutions loaning money to the Company and its Subsidiaries,
payable in up to three substantially equal, semi-annual installments beginning
on the six month anniversary of the closing of such purchase and bearing
interest (payable quarterly) at a rate per annum equal to the prime rate as
published in The Wall Street Journal from time to time, in the aggregate amount
of the purchase price for such securities. 
The Company will be entitled to receive customary representations and
warranties from the sellers of Director Shares (including representations and
warranties regarding good title to the Director Shares, the absence of any
liens on such title or other encumbrances with respect to the Transfer of the
Director Shares and the ability of such sellers to consummate the sale).


 


(e)                                  Notwithstanding
anything to the contrary contained in this Agreement, all repurchases of
Director Shares by the Company shall be subject to applicable restrictions
contained in the Delaware General Corporation Law and as may be required by
other parties in the Company’s and any Subsidiaries’ equity financing
agreements and agreements evidencing indebtedness for borrowed money, if
any.  If any such restrictions prohibit
the repurchase of Director Shares hereunder which the Company is otherwise
entitled or required to make, the Company may make such repurchases as soon as
it is permitted to do so under such restrictions.


 


(f)                                    Notwithstanding
anything to the contrary contained in this Agreement, if Director delivers the
notice of objection described in the definition of Fair Market Value, or if the
Fair Market Value of a Share is otherwise determined to be an amount more than
10% greater than the per share repurchase price for such Shares originally
determined by the Board, the Company shall have the right to revoke its
exercise of the Repurchase Option for all or any portion of the Shares elected
to be repurchased by it by delivering notice of such revocation in writing to
the holders of the Shares during (i) the thirty-day period beginning on
the date the Company receives Director’s written notice of objection and (ii) the
thirty-day period beginning on the date the Company is given written notice
that the Fair Market Value of a Share was finally determined to be an amount
more than 10% greater than the per share repurchase price for such Shares
originally determined by the Board.


 


4.                                       Restrictions
on Transfer of Director Shares.


 


(a)                                  Transfer
of Director Shares.  Director shall
not Transfer any interest in any Director Shares, except at such time as the
restrictions herein terminate as provided in Section 4(b) below.  Notwithstanding the foregoing, the
restrictions contained in this Section 4 will not apply with
respect to (i) Transfers of shares of Director Shares pursuant to
applicable laws of descent and distribution or (ii) Transfers of shares of
Director Shares among Director’s Family Group; provided that in each
case such restrictions will continue to be applicable to the Director Shares
irrespective of any such Transfer.  Any
transferee of Director Shares pursuant to a Transfer in accordance with the
provisions of this Section 4(a) is herein referred to as a “Permitted
Transferee.”  In addition to and
without limitation on the operation of this Section 4, Director
acknowledges that the Stockholders Agreement separately imposes restrictions on
the Transfer of the Shares.


 


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(b)                                 Termination
of Restrictions.  With respect to
Vested Shares only, any restrictions on the Transfer of Director Shares set
forth in this Agreement will terminate on the earlier of (i) a Qualified
Public Offering; or (ii) a Sale of the Company.


 


5.                                       Registration.  Director understands that the Shares are not
currently being registered under the Securities Act by reason of their
contemplated issuance in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act pursuant to Rule 701
thereof.  Director further agrees that he
will not sell or otherwise dispose of the Shares unless such sale or other disposition
has been registered or is exempt from registration under the Securities Act and
has been registered or qualified or is exempt from registration or
qualification under applicable securities laws of any state.  Director understands that a restrictive
legend consistent with the foregoing, and as set forth in Section 6,
will be placed on the certificates evidencing the Shares, and related stop
transfer instructions will be noted in the stock transfer records of the
Company and/or its stock transfer agent for the Shares.


 


6.                                       Additional
Restrictions on Transfer of Director Shares.


 


(a)                                  Legend.  The certificates
representing the Director Shares will bear a legend in substantially the
following form:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED AS OF SEPTEMBER 1, 2005, HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR AN EXEMPTION FROM REGISTRATION THEREUNDER. 
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN
OTHER AGREEMENTS SET FORTH IN A MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND A
DIRECTOR OF THE COMPANY DATED AS OF SEPTEMBER 1, 2005 AND IN THE
STOCKHOLDERS AGREEMENT AMONG THE COMPANY AND CERTAIN INVESTORS ORIGINALLY DATED
AS OF JUNE 13, 2003 AND JOINED BY THE HOLDER OF THESE SECURITIES ON SEPTEMBER 1,
2005.  A COPY OF EACH SUCH AGREEMENT MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS
WITHOUT CHARGE.”


 


(b)                                 Opinion
of Counsel.  No holder of Director
Shares may transfer any Director Shares (except pursuant to an effective
registration statement under the Securities Act) without first delivering to
the Company an opinion of counsel (reasonably acceptable in form and substance
to the Company) that neither registration nor qualification under the
Securities Act and applicable state securities laws is required in connection
with such Transfer.


 


5

















 


7.                                       Definitions.


 


“Affiliate” of the
Investors means any direct or indirect general or limited partner or member of
an Investor, as applicable, or any employee or owner thereof, or any other
person, entity or investment fund controlling, controlled by or under common
control with an Investor.


 


“Director’s Family
Group” means Director’s spouse and descendants (whether natural or
adopted), any trust solely for the benefit of Director and/or Director’s spouse
and/or descendants and any retirement plan for the Director.


 


“Fair Market Value”
of each Share as of a relevant date means the average of the closing prices of
the sales of the Common Stock on all securities exchanges on which such Common
Stock may at the time be listed on that date, or, if there have been no sales
on an exchange on which the Common Stock is listed on any day, the average of
the highest bid and lowest asked prices on all nationally-recognized exchanges
at the end of such day, or, if on any day such Common Stock is not so listed,
the average of the representative bid and asked prices quoted in the NASDAQ
System as of 4:00 P.M., New York time, or, if on any day such Common Stock
is not quoted in the NASDAQ System, of the average of the highest bid and
lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which the Fair Market Value is being determined and
the 20 consecutive business days prior to such day.  If at any time such Common Stock is not
listed on any securities exchange or quoted in the NASDAQ System or the
over-the-counter market, the Fair Market Value will be the fair value of such
Common Stock determined in good faith by the Board of Directors of the Company
(the “Board Calculation”).  If the
Director disagrees with the Board Calculation, the Director may, within 30 days
after receipt of the Board Calculation, deliver a notice (an “Objection
Notice”) to the Company setting forth the Director’s calculation of Fair
Market Value.  The Board and the Director
will negotiate in good faith to agree on such Fair Market Value, but if such
agreement is not reached within 30 days after the Company has received the
Objection Notice, Fair Market Value shall be determined by an appraiser
selected by the Board, which appraiser shall submit to the Board and the
Director a report within 30 days of its engagement setting forth such
determination.  The expenses of such
appraiser shall be borne by the Director unless the appraiser’s valuation is
more than 10% greater than the amount determined by the Board, in which case,
the costs of the appraiser shall be borne by the Company.  The determination of such appraiser shall be
final and binding upon all parties.  If
the Repurchase Option is exercised within 45 days after a Separation, then Fair
Market Value shall be determined as of the date of such Separation; thereafter,
Fair Market Value shall be determined as of the date the Repurchase Option is
exercised.  A comparable process will be
employed to determine the Fair Market Value of Preferred Stock.


 


“Investors” has
the meaning set forth in the Stockholders Agreement.


 


“Original Cost”
means, with respect to each share of Common Stock purchased hereunder, $4.53
(as proportionately adjusted for all subsequent stock splits, stock dividends
and other recapitalizations).


 


6

















 


“Person” means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.


 


“Preferred Stock”
means preferred stock issued by the Company.


 


“Public Sale”
means any sale pursuant to a registered public offering under the Securities
Act or any sale to the public pursuant to Rule 144 promulgated under the
Securities Act effected through a broker, dealer or market maker.


 


“Qualified Public
Offering” means the sale in an underwritten public offering registered
under the Securities Act of shares of the Company’s Common Stock approved by
the Board of Directors pursuant to which the Investors have realized in cash a
return of two or more times the amount of their investment in the Company.


 


“Sale of the Company”
means any transaction or series of transactions pursuant to which (A) any
Person(s) other than the Investors and their respective Affiliates in the
aggregate acquire(s) (i) capital stock of the Company possessing the
voting power (other than voting rights accruing only in the event of a default,
breach or event of noncompliance) to elect a majority of the Company’s board of
directors (whether by merger, consolidation, reorganization, combination, sale
or transfer of the Company’s capital stock, shareholder or voting agreement,
proxy, power of attorney or otherwise) or (ii) all or substantially all of
the Company’s assets determined on a consolidated basis; provided that
the term “Sale of the Company” shall not include any sale of equity or debt
securities by the Company in a private offering to other investors selected by
the Investors; or (B) more than 50% of the assets of the Company (treating
investments in Affiliates as assets for these purposes) is spun off, split off
or otherwise distributed.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time.


 


“Stockholders Agreement”
means that certain Stockholders Agreement dated June 13, 2003 among the
Company (including any amendments thereto), the Investors and certain other
parties, and joined by the Director of even date herewith.


 


“Subsidiary” means
any entity of which the Company owns securities having a majority of the
ordinary voting power in electing the board of directors, or the equivalent
governing body, directly or through one or more subsidiaries.


 


“Transfer” means to sell, transfer, assign, pledge or otherwise
dispose of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law).


 


8.                                       Notices.  Any notice, consent, waiver and other
communications required or permitted pursuant to the provisions of this
Agreement must be in writing and will be deemed to have been properly given (a) when
delivered by hand; (b) when sent by telecopier (with acknowledgment of
complete transmission), provided that a copy is mailed by U.S. certified mail,
return receipt requested; (c) three (3) days after sent by certified
mail, return receipt requested; or (d) one (1) day after deposit with
a nationally recognized overnight delivery service, in each case to the
appropriate addresses and telecopier numbers set forth below:


 


7

















 


If
to the Company:


 


VI Acquisition
Corp.


c/o Wind Point
Partners


Suite 3700


676 North Michigan
Avenue


Chicago,
Illinois   60611


Attn:                    Michael
Solot


Tel:                            (312)
255-4800


Fax:                           (312)
255-4820


 


If
to the Director


 


Kenneth L. Keymer


1065 Charles Towne
Square


Atlanta,
Georgia  30328


 


with
a copy to:


 


Sachnoff &
Weaver, Ltd.


10 South Wacker
Drive


40th
Floor


Chicago,
Illinois  60606


Fax:                           (312)
207-6400


Tel:                            (312)
207-1000


Attn:  Seth M. Hemming, Esq.


 


Each party will be
entitled to specify a different address for the receipt of subsequent notices
by giving written notice thereof to the other party in accordance with this Section 8.


 


9.                                       General
Provisions.


 


(a)                                  Transfers
in Violation of Agreement.  Any
Transfer or attempted Transfer of any Director Shares in violation of any
provision of this Agreement shall be null and void, and the Company shall not
record such Transfer on its books or treat any purported transferee of such
Director Shares as the owner of such securities for any purpose.


 


(b)                                 Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability will not
affect any other provision or any other jurisdiction, but this Agreement will
be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


(c)                                  Complete
Agreement.  This Agreement, those
documents expressly referred to herein and other documents of even date
herewith embody the complete agreement and understanding among the parties and
supersede and preempt any prior understandings, agreements or representations
by or among the parties, written or oral, which may have related to


 


8

















 


the subject matter hereof in any way.  Director hereby releases the Company and its
affiliates and its and their predecessors from any obligation or liability the
Company or any of its affiliates or its or their predecessors owes or owed to
Director or any of his affiliates and related persons prior to the date hereof.


 


(d)                                 Counterparts.  This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.


 


(e)                                  Successors
and Assigns.


 


(i)                                     All
Director Shares will continue to be Director Shares in the hands of any holder
other than Director, including any of Director’s transferees permitted
hereunder or under the Stockholders Agreement (except for the Company, the
Investors and the Investors’ Affiliates and except for transferees in a Public
Sale).  Except as otherwise provided
herein, each such other holder of Director Shares will succeed to all rights
and obligations attributable to Director as a holder of Director Shares
hereunder.


 


(ii)                                  Except
as otherwise provided herein, this Agreement shall bind and inure to the
benefit of and be enforceable by Director, the Company, the Investors and their
respective successors and assigns (including subsequent holders of Director
Shares); provided that the rights and obligations of Director under this
Agreement shall not be assignable except in connection with a permitted
transfer of Director Shares hereunder.


 


(iii)                               Each
of the Investors is intended to be a third party beneficiary of this Agreement
and may enforce any rights granted to it hereunder.


 


(f)                                    Choice
of Law.  The corporate law of the
State of Delaware will govern all questions concerning the relative rights of
the Company and its stockholders.  All
other questions concerning the construction, validity and interpretation of
this Agreement and the exhibits hereto will be governed by and construed in
accordance with the internal laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule (whether
of the State of Illinois or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Illinois.


 


(g)                                 Remedies.  Each of the parties to
this Agreement (including the Investor) will be entitled to enforce its rights
under this Agreement specifically, to recover damages and costs (including
attorney’s fees) caused by any breach of any provision of this Agreement and to
exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of
this Agreement and that any party may in its sole discretion apply to any court
of law or equity of competent jurisdiction (without posting any bond or deposit)
for specific performance and/or other injunctive relief in order to enforce or
prevent any violations of the provisions of this Agreement.


 


(h)                                 Amendment
and Waiver.  The provisions of this
Agreement may be amended and waived only with the prior written consent of the
Company and Director.  No cause of
conduct or


 


9

















 


failure or delay in enforcing the provisions of this
Agreement shall affect the validity, binding effect or enforceability of this
Agreement.


 


(i)                                     Business
Days.  If any time period for giving
notice or taking action hereunder expires on a day which is a Saturday, Sunday
or holiday in the state in which the Company’s chief executive office is
located, the time period shall be automatically extended to the business day
immediately following such Saturday, Sunday or holiday.


 


(j)                                     Indemnification
and Reimbursement of Payments on Behalf of Director.  The Company and any Subsidiaries shall be
entitled to deduct or withhold from any amounts owing from the Company or any
Subsidiaries to the Director any federal, state, local or foreign withholding
taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect
to the Director’s compensation or other payments from the Company or any
Subsidiaries or the Director’s ownership interest in the Company, including,
but not limited to, wages, bonuses, dividends, the receipt or exercise of stock
options and/or the receipt or vesting of restricted stock.  The Director shall indemnify the Company and
any Subsidiaries for any amounts paid with respect to any such Taxes, together
with any interest, penalties and related expenses thereto.


 


(k)                                  Termination.  This Agreement shall survive the termination
of Director’s services with the Company or any Subsidiary and shall remain in
full force and effect after such termination.


 


(l)                                     Generally
Accepted Accounting Principles; Adjustments of Numbers.  Where any accounting determination or
calculation is required to be made under this Agreement or the exhibits hereto,
such determination or calculation (unless otherwise provided) shall be made in
accordance with United States generally accepted accounting principles,
consistently applied.  All numbers set
forth herein which refer to share prices or amounts will be appropriately
adjusted to reflect stock splits, stock dividends, combinations of shares,
recapitalizations or other similar transactions affecting the subject class of
stock.


 


(m)                               Waiver
of Jury Trial.  Each of the parties
hereto hereby irrevocably waives any and all right to trial by jury of any
claim or cause of action in any legal proceeding arising out of or related to
this Agreement or the transactions or events contemplated hereby or any course
of conduct, course of dealing, statements (whether verbal or written) or
actions of any party hereto.  The parties
hereto each agree that any and all such claims and causes of action shall be
tried by a court trial without a jury. 
Each of the parties hereto further waives any right to seek to
consolidate any such legal proceeding in which a jury trial has been waived
with any other legal proceeding in which a jury trial cannot or has not been
waived.


 


* * * * *


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Management
Agreement as of the date first written above.


 


	
   

  	
  VI ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Debra Koenig

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Debra
  Koenig

  	
   

  
	
   

  	
  Its:

  	
   

  	
  Chief
  Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kenneth Keymer

  	
   

  
	
   

  	
  KENNETH
  L. KEYMER

  
	
  DIRECTOR’S INCENTIVE COMMON

  	
   

  
						



 


11

















 


ELECTION TO INCLUDE VALUE OF


RESTRICTED PROPERTY IN GROSS INCOME


IN YEAR OF TRANSFER UNDER CODE § 83(b)


 


The
undersigned (the “Taxpayer”)
hereby elects pursuant to § 83(b) of the Internal Revenue Code to
include the restricted property described below in his gross income for the tax
year ending December 31, 2005 and supplies the following information in
accordance with the regulations promulgated thereunder:


 


1.              The
name, address and taxpayer identification number of the Taxpayer are:


 


	
  Kenneth L. Keymer

  
	
  1065 Charles
  Towne Square

  
	
  Atlanta, Georgia
  30328

  
	
  Social Security # 

  	
   

  



 


2.              Description
of property with respect to which the election is being made:


 


2,901 shares (the “Shares”)
of Common Stock, par value $0.0001 per share, of VI Acquisition Corp., a
Delaware corporation (the “Company”).


 


3.              The
date on which property was transferred is September 1, 2005.


 


The taxable year to which this election relates is calendar year 2005.


 


4.              The
nature of the restriction(s) to which the property is subject is:


 


A.                                   The
Shares are not transferable except as permitted by a Management Agreement.  Transferees are generally subject to the same
restrictions as are imposed on their transferors.  Certificates representing the Shares contain
legends to give notice of restrictions on transfer.


 


B.                                     If
the Taxpayer ceases to serve as a director or other service provider of the
Company prior to certain specified time periods (the last day of each such
period, a “Vesting Date”), a
portion of the Shares will be subject to repurchase by the Company at the
amount the Taxpayer paid for the Shares (the “Purchase
Price”).  On each specified
Vesting Date, a portion of the Shares subject to repurchase at the Purchase
Price will lapse and such portion will then be repurchasable at its fair market
value in the event the Taxpayer ceases to serve as a director or other service
provided of the Company.  On the September 1,
2009 Vesting Date, all Shares then will be repurchasable at their fair market
value in the event the Taxpayer ceases to serve as a director or other service
provider of the Company.


 


5.              Fair
market value:


 


The fair market
value at time of transfer (determined without regard to any restrictions other
than restrictions which by their terms will never lapse) of the property with
respect to which this election is being made is $4.53 per Share.


 

















 


6.              Amount
paid for property:


 


The amount paid by Taxpayer for said property is $4.53 per Share.


 


7.              Furnishing
statement to employer:


 


A copy
of this statement has been furnished to the Company.


 


Dated:  September 6,
2005


 


 


	
   

  	
  /s/ Kenneth
  Keymer

  
	
   

  	
  Kenneth L.
  Keymer

  



 


 


This election must be
filed with the Internal Revenue Service Center with which the Taxpayer files
his or her Federal income tax returns and must be filed within thirty (30) days
after the date of purchase.  This filing
should be made by registered or certified mail, return receipt requested.  The taxpayer must retain two copies of the
completed form for filing with his or her Federal and State tax returns for the
current tax year and an additional copy for his or her records.


 


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