**Exhibit 10.25**

 

Mr. Kenneth L. Keymer

1065 Charles Towne Square

Atlanta, Georgia 30328

 

Dear Ken:

 

We are pleased that you will be joining theBoard of Directors (the “**Board**”)of VI Acquisition Corp. (the “**Company**”).  The purpose of this letter is to confirm theterms of the compensation you will receive in exchange for your service on theBoard.

 

Annual Fee:  You will be paid a fee of $20,000 per annumin exchange for your services.  Thesefees will be earned and payable in substantially equal quarterly installmentsfor so long as you serve on the Board.

 

Stock Purchase:  Pursuant to a Management Agreement to beexecuted by you and the Company, you will purchase shares of common stock ofthe Company.  These shares will besubject to certain vesting, repurchase and other obligations and restrictionsas set forth in the Management Agreement and in the Company’s Stockholders’Agreement, to which you will also become a party.

 

Expenses:  The Company agrees to reimburse you for yourreasonable out of pocket expenses incurred in the performance of your servicesas a Board member, provided you submit paid receipts or other documentationacceptable to the Company.

 

Other Services:  The Company may engage you to performservices in addition to those you perform as a member of the Board on suchterms, including rates of compensation, to be mutually agreed to by you and theCompany under separate agreement.

 

Relationship:  It is expressly understood that your servicewill be at the pleasure of the Company and its stockholders and you and theyare free to terminate your position at any time.

 

No Other Understandings:  This letter sets forth ourentire agreement and understanding and supersedes any and all other agreements,either oral or in writing (including, but not limited to, any agreement and/orunderstanding pertaining to equity ownership in the Company), between theCompany, any of its stockholders, and/or principals and you concerning yourcompensation as a member of the Board. No change to this letter will be valid unless in writing and signed bythe Company and you.

 

Governing Law:  This offer letter will be governed by andconstrued in accordance with the internal laws of the State of Delaware.

 

Please confirm your acceptance and agreement to theterms described herein by signing on the space provided below and returningthis letter to the Company.

 

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We believe your skills and experience can play asignificant role in the future success of the Company and look forward to yourjoining the Board.

 
|                                      |               | /s/ Debra Koenig |   |
|-------------------------------------------|--------------------|------------------|--------|
|                                      | Debra Koenig       |
|                                      | CEO                |
|                                      |               |
|                                      |               |
| Accepted this 6th day of September, 2005. |               |
|                                      |               |
|                                      |               |
|                                      | /s/ Kenneth Keymer |             |   |
| Kenneth L. Keymer                         |               |
|                                           |                    |                  |        |  |  |

 

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