**Exhibit 10.1**

**Restricted StockUnit Agreement**

This RestrictedStock Unit Agreement, dated as of [               ],2006, between CDRV Investors, Inc., a Delaware corporation, and [                            ](the “*Employee*”), is being entered intopursuant to the CDRV Investors, Inc. Stock Incentive Plan.

1.     *Incorporation of the Plan by Reference*.   The terms ofthe Plan are hereby incorporated by reference. Capitalized terms that are notdefined herein shall have the same meanings assigned in the Plan. In the eventof any conflict between this Agreement and the Plan, the Plan shall control.

2.     *Grant of Restricted Stock Units*.   The Company herebyevidences and confirms an Award to the Employee of [              ]restricted stock units that are each valued by reference to the value of ashare of Common Stock (the “*Restricted Stock Units*”).

3.     *Vesting*.   It is understood and agreed that the Award ofRestricted Stock Units evidenced hereby is subject to the following conditions:

(a)    *Normal Vesting of Restricted Stock Units*.   TheRestricted Stock Units shall become vested in five equal annual installments oneach of the first through fifth anniversaries of [*insertvesting start date*], subject to the continuous employment of theEmployee with the Company until the applicable vesting date

(b)   *Accelerated Vesting*.   If the Employee’s employment withthe Company is terminated in a Special Termination (i.e., by reason of theEmployee’s death or Disability), any Restricted Stock Units held by theEmployee shall immediately vest as of the effective date of such SpecialTermination. All Restricted Stock Units shall also become immediately vestedupon the effective date of a Change in Control.

(c)    *Termination of Employment*.   Unless otherwise determinedby the Committee, the Employee shall forfeit any unvested Restricted StockUnits upon termination of employment for any reason other than a SpecialTermination.

(d)   *Restrictions on Transfer*.   The Restricted Stock Unitsmay not be sold, transferred, pledged, assigned, hedged, encumbered orotherwise alienated or hypothecated in any manner, and remain subject toforfeiture as described in this Agreement.

(e)    *No Rights as a Stockholder*.   The Employee shall have norights as a stockholder of the Company (including rights in respect ofdividends declared or paid on the Common Stock) until any Common Stock has beenissued by the Company to the Employee in respect of Restricted Stock Units. Noadjustment shall be made for dividends or other rights for which the recorddate is prior to the issuance of any shares of Common Stock in settlement ofthe Restricted Stock Units.

4.     *Limitation of Benefits*.   If as a result of acceleratedvesting of the Restricted Stock Units in connection with a Change in Control orotherwise, the Employee would receive any payment, deemed payment or otherbenefit that, together with any other payment, deemed payment or other benefitthe Employee may receive under any other plan, program, policy or arrangement,would constitute an “excess parachute payment” under section 280G of the Code,then, notwithstanding anything in this Agreement to the contrary, the payments,deemed payments or other benefits the Employee would otherwise receive underthis Agreement shall be reduced to the extent necessary to eliminate any suchexcess parachute payment and the Employee shall have no further rights orclaims with respect thereto. If the preceding sentence would result in areduction of the payments, deemed payments or other benefits the Employee wouldotherwise receive, the Company will use its commercially reasonable bestefforts to seek the approval of the Company’s shareholders in the mannerprovided for in section 280G(b)(5) of the Code and the regulationsthereunder with respect to such reduced payments or other benefits (if theCompany is eligible to do so), so that such payments would not be treated as “parachutepayments” for these purposes (and therefore would cease to be subject toreduction pursuant to this Section 4).

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5.     *Settlement of Restricted Stock Units*.   Subject to theprovisions of Section 12.2 of the Plan (withholding) and Section 4 ofthis Agreement, the Company shall deliver to the Employee one share of CommonStock in settlement of each outstanding Restricted Stock Unit that has becomevested pursuant to Section 3 of this Agreement as soon as practicable, butnot later than 15 (15) business days, following the date of the first to occurof (i) a Change in Control, (ii) the date of the Employee’stermination of employment and (iii)                                          [*optional outside date selected by the Employee**in accordance with 409A*], provided thatsubsection (iii) of this Section 5 shall not apply if a Change inControl or a Special Termination occurs in 2006. If the settlement date occursprior to a Public Offering, the Company and the Employee shall enter into anEmployee Stock Subscription Agreement with respect to the shares of CommonStock delivered in settlement of the Restricted Stock Units.

6.     *Binding Effect; Benefits*.   This Agreement shall bebinding upon and inure to the benefit of the Company and the Employee and theirrespective successors and permitted assigns. Except for any rights that may beprovided to the Investor in an Employee Stock Subscription Agreement, nothingin this Agreement, express or implied, is intended or shall be construed togive any person other than the Company or the Employee or their respectivesuccessors or assigns any legal or equitable right, remedy or claim under or inrespect of any agreement or any provision contained herein.

7.     *Amendment*.   ThisAgreement may not be altered, modified, or amended except by a written instrumentsigned by the Company and the Employee.

8.     *Sections and OtherHeadings*.   The section and other headings contained in thisAgreement are for reference purposes only and shall not affect the meaning orinterpretation of this Agreement.

**IN WITNESS WHEREOF,** this Agreement has beenexecuted and delivered by the Company on the date hereof.

|   |   |       CDRV INVESTORS, INC.                                                                                                                                                       |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | By:    |                                                                                                                                                                                                           |   |
|   |   | Name:                                                                                                                                                                                                          |
|   |   | Title:                                                                                                                                                                                                         |
|   |   |       THE  EMPLOYEE:                                                                                                                                                             |
|   | By:    |                                                                                                                                                                                                           |   |
|   |   | [                                  ] |

 

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