**Exhibit 10.26**

 

**MANAGEMENT AGREEMENT**

 

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

 

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

 

The parties hereto agreeas follows:

 

# 1.                                       DirectorShares.

#  

## (a)                                  Uponexecution 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 marketvalue of the Common Stock on the date hereof. The Company will deliver to Director the certificates representing suchDirector Shares, and Director will deliver to the Company a cashier’s orcertified check or wire transfer of funds in the aggregate amount of $13,142.

##  

## (b)                                 Withinthirty (30) days after the purchase by Director of Director Shares pursuant tothis Agreement, Director will make an effective election with the InternalRevenue Service under Section 83(b) of the Internal Revenue Code andthe regulations promulgated thereunder in the form of Exhibit A attached hereto.

##  

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

##  

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

###  

### (ii)                                  Directoris an outside director of the Company, is sophisticated in financial mattersand is able to evaluate the risks and benefits of the investment in theDirector Shares;

###  

### (iii)                               Directoris able to bear the economic risk of his investment in the Director Shares foran indefinite period of time because the Director Shares have not been

 

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### registered under the Securities Act and, therefore, cannot be soldunless subsequently registered under the Securities Act or an exemption fromsuch registration is available;

###  

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

###  

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

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### (vi)                              Directoris not a party to or bound by any employment agreement, consulting agreement,noncompete agreement or confidentiality agreement which conflicts with theobligations set forth in this Agreement; and

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### (vii)                           Directoris a resident of the State of Georgia.

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## (d)                                 Asan inducement for the Company to commit to issue the Director Shares toDirector, and as a condition thereto, Director acknowledges and agrees thatneither any future issuance of capital stock of the Company to Director nor anyprovision contained herein shall entitle Director to remain in the service ofthe Company, or any Subsidiary, or affect the right of the Company or anySubsidiary to terminate Director’s services at any time for any reason.

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# 2.                                       Vestingof Shares.

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## (a)                                  Exceptas otherwise provided in Section 2(b) below, the DirectorShares purchased hereunder will become vested in accordance with the followingschedule, if as of each such date Director is still serving as a director ofthe Company or is otherwise engaged to perform services on behalf of theCompany 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)                                 Notwithstandingthe foregoing or anything herein to the contrary, upon the occurrence of a Saleof the Company, all Director Shares which have not yet become vested shallbecome vested at the time of such Sale of the Company (such portion beingreferred to herein as the “Accelerated Shares”); provided, however,that Director shall not Transfer any interest in any Accelerated Shares unlessand until such time as the Investors shall have received cash dividends

 

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## or other cash proceeds resulting from anydistributions on or dispositions of any Preferred Stock or Common Stock in anaggregate amount equal to the product of (i) two (2), multiplied by (ii) theaggregate purchase price paid by the Investors to the Company for all PreferredStock, 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 tothe capital of the Company); and provided, further, that the Accelerated Sharesshall at all times be subject to any other restrictions or limitations withrespect to the Transfer thereof contained herein or in the StockholdersAgreement or as otherwise provided by law. Director Shares which have become vested hereunder are referred toherein as “Vested Shares,” and all other Director Shares are referred toherein as “Unvested Shares.”

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# 3.                                       RepurchaseOption.

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## (a)                                  Inthe event Director ceases to be a director of the Company or to otherwise beengaged by the Company or any Subsidiary for any reason (a “Separation”),****the Shares and all other Director Shares (whether held by Directoror one or more of Director’s transferees, other than the Company and theInvestors) will be subject to repurchase, in each case by the Company pursuantto the terms and conditions set forth in this Section 3 (the “RepurchaseOption”).

##  

## (b)                                 Inthe event of a Separation, the Director Shares purchased hereunder shall besubject to repurchase as follows: (i) the purchase price for each UnvestedShare of Common Stock will be the Director’s Original Cost for such share; and (ii) thepurchase price for each Vested Share of Common Stock will be the Fair MarketValue for such share.

##  

## (c)                                  Inthe event of a Separation, the Company may elect to purchase all or any portionof the Director Shares by delivering written notice (the “Repurchase Notice”)to the holder or holders of the Director Shares within 60 days after theSeparation.  The Repurchase Notice willset forth the number of Unvested Shares and Vested Shares to be acquired fromeach holder, the aggregate consideration to be paid for such securities and thetime and place for the closing of the transaction.  The number of each type of securities to berepurchased by the Company shall first be satisfied to the extent possible fromthe Director Shares held by Director at the time of delivery of the RepurchaseNotice.  If the number of any or alltypes of Director Shares then held by Director is less than the total number ofsuch securities which the Company has elected to purchase, the Company shallpurchase the remaining securities elected to be purchased from the otherholder(s) of Director Shares under this Agreement, pro rata according to thenumber 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 aspracticable to the nearest share).  Thenumber of Unvested Shares and Vested Shares to be repurchased hereunder will beallocated among Director and the other holders of Director Shares (if any) prorata according to the number of the applicable type of Director Shares to bepurchased from such Person.

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## (d)                                 Theclosing of the purchase of the Director Shares pursuant to the RepurchaseOption shall take place on the date designated by the Company in the RepurchaseNotice, which date shall not be more than 2 months nor less than 5 days afterthe delivery of such notice.  The Companywill pay for the Director Shares to be purchased by it pursuant to theRepurchase Option by first offsetting amounts outstanding under any bona fidedebts owed by Director to the Company, and will pay the remainder of thepurchase price to the extent reasonably permissible

 

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## under the Company’s and its Subsidiaries’ equityfinancing agreements and agreements evidencing indebtedness for borrowed moneyand to the extent the Company has the financial wherewithal at the time to makesuch payments, by a check or wire transfer of funds and, if not, by asubordinate note or notes, each on terms acceptable to banks and otherfinancial institutions loaning money to the Company and its Subsidiaries,payable in up to three substantially equal, semi-annual installments beginningon the six month anniversary of the closing of such purchase and bearinginterest (payable quarterly) at a rate per annum equal to the prime rate aspublished in The Wall Street Journal from time to time, in the aggregate amountof the purchase price for such securities. The Company will be entitled to receive customary representations andwarranties from the sellers of Director Shares (including representations andwarranties regarding good title to the Director Shares, the absence of anyliens on such title or other encumbrances with respect to the Transfer of theDirector Shares and the ability of such sellers to consummate the sale).

##  

## (e)                                  Notwithstandinganything to the contrary contained in this Agreement, all repurchases ofDirector Shares by the Company shall be subject to applicable restrictionscontained in the Delaware General Corporation Law and as may be required byother parties in the Company’s and any Subsidiaries’ equity financingagreements and agreements evidencing indebtedness for borrowed money, ifany.  If any such restrictions prohibitthe repurchase of Director Shares hereunder which the Company is otherwiseentitled or required to make, the Company may make such repurchases as soon asit is permitted to do so under such restrictions.

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## (f)                                    Notwithstandinganything to the contrary contained in this Agreement, if Director delivers thenotice of objection described in the definition of Fair Market Value, or if theFair Market Value of a Share is otherwise determined to be an amount more than10% greater than the per share repurchase price for such Shares originallydetermined by the Board, the Company shall have the right to revoke itsexercise of the Repurchase Option for all or any portion of the Shares electedto be repurchased by it by delivering notice of such revocation in writing tothe holders of the Shares during (i) the thirty-day period beginning onthe date the Company receives Director’s written notice of objection and (ii) thethirty-day period beginning on the date the Company is given written noticethat the Fair Market Value of a Share was finally determined to be an amountmore than 10% greater than the per share repurchase price for such Sharesoriginally determined by the Board.

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# 4.                                       Restrictionson Transfer of Director Shares.

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## (a)                                  Transferof Director Shares.  Director shallnot Transfer any interest in any Director Shares, except at such time as therestrictions herein terminate as provided in Section 4(b) below.  Notwithstanding the foregoing, therestrictions contained in this Section 4 will not apply withrespect to (i) Transfers of shares of Director Shares pursuant toapplicable laws of descent and distribution or (ii) Transfers of shares ofDirector Shares among Director’s Family Group; provided that in eachcase such restrictions will continue to be applicable to the Director Sharesirrespective of any such Transfer.  Anytransferee of Director Shares pursuant to a Transfer in accordance with theprovisions of this Section 4(a) is herein referred to as a “PermittedTransferee.”  In addition to andwithout limitation on the operation of this Section 4, Directoracknowledges that the Stockholders Agreement separately imposes restrictions onthe Transfer of the Shares.

 

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## (b)                                 Terminationof Restrictions.  With respect toVested Shares only, any restrictions on the Transfer of Director Shares setforth in this Agreement will terminate on the earlier of (i) a QualifiedPublic Offering; or (ii) a Sale of the Company.

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# 5.                                       Registration.  Director understands that the Shares are notcurrently being registered under the Securities Act by reason of theircontemplated issuance in a transaction exempt from the registration andprospectus delivery requirements of the Securities Act pursuant to Rule 701thereof.  Director further agrees that hewill not sell or otherwise dispose of the Shares unless such sale or other dispositionhas been registered or is exempt from registration under the Securities Act andhas been registered or qualified or is exempt from registration orqualification under applicable securities laws of any state.  Director understands that a restrictivelegend consistent with the foregoing, and as set forth in Section 6,will be placed on the certificates evidencing the Shares, and related stoptransfer instructions will be noted in the stock transfer records of theCompany and/or its stock transfer agent for the Shares.

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# 6.                                       AdditionalRestrictions on Transfer of Director Shares.

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## (a)                                  Legend.  The certificatesrepresenting the Director Shares will bear a legend in substantially thefollowing form:

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLYISSUED AS OF SEPTEMBER 1, 2005, HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD ORTRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTOR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TOADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAINOTHER AGREEMENTS SET FORTH IN A MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND ADIRECTOR OF THE COMPANY DATED AS OF SEPTEMBER 1, 2005 AND IN THESTOCKHOLDERS AGREEMENT AMONG THE COMPANY AND CERTAIN INVESTORS ORIGINALLY DATEDAS OF JUNE 13, 2003 AND JOINED BY THE HOLDER OF THESE SECURITIES ON SEPTEMBER 1,2005.  A COPY OF EACH SUCH AGREEMENT MAY BEOBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESSWITHOUT CHARGE.”

 

## (b)                                 Opinionof Counsel.  No holder of DirectorShares may transfer any Director Shares (except pursuant to an effectiveregistration statement under the Securities Act) without first delivering tothe Company an opinion of counsel (reasonably acceptable in form and substanceto the Company) that neither registration nor qualification under theSecurities Act and applicable state securities laws is required in connectionwith such Transfer.

 

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# 7.                                       Definitions.

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“Affiliate” of theInvestors means any direct or indirect general or limited partner or member ofan Investor, as applicable, or any employee or owner thereof, or any otherperson, entity or investment fund controlling, controlled by or under commoncontrol with an Investor.

 

“Director’s FamilyGroup” means Director’s spouse and descendants (whether natural oradopted), any trust solely for the benefit of Director and/or Director’s spouseand/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 ofthe sales of the Common Stock on all securities exchanges on which such CommonStock may at the time be listed on that date, or, if there have been no saleson an exchange on which the Common Stock is listed on any day, the average ofthe highest bid and lowest asked prices on all nationally-recognized exchangesat 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 NASDAQSystem as of 4:00 P.M., New York time, or, if on any day such Common Stockis not quoted in the NASDAQ System, of the average of the highest bid andlowest asked prices on such day in the domestic over-the-counter market asreported by the National Quotation Bureau Incorporated, or any similarsuccessor organization, in each such case averaged over a period of 21 daysconsisting of the day as of which the Fair Market Value is being determined andthe 20 consecutive business days prior to such day.  If at any time such Common Stock is notlisted on any securities exchange or quoted in the NASDAQ System or theover-the-counter market, the Fair Market Value will be the fair value of suchCommon Stock determined in good faith by the Board of Directors of the Company(the “Board Calculation”).  If theDirector disagrees with the Board Calculation, the Director may, within 30 daysafter receipt of the Board Calculation, deliver a notice (an “ObjectionNotice”) to the Company setting forth the Director’s calculation of FairMarket Value.  The Board and the Directorwill negotiate in good faith to agree on such Fair Market Value, but if suchagreement is not reached within 30 days after the Company has received theObjection Notice, Fair Market Value shall be determined by an appraiserselected by the Board, which appraiser shall submit to the Board and theDirector a report within 30 days of its engagement setting forth suchdetermination.  The expenses of suchappraiser shall be borne by the Director unless the appraiser’s valuation ismore 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 befinal and binding upon all parties.  Ifthe Repurchase Option is exercised within 45 days after a Separation, then FairMarket 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 isexercised.  A comparable process will beemployed to determine the Fair Market Value of Preferred Stock.

 

“Investors” hasthe 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 dividendsand other recapitalizations).

 

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“Person”****means an individual, a partnership, a limited liabilitycompany, a corporation, an association, a joint stock company, a trust, a jointventure, an unincorporated organization and a governmental entity or anydepartment, 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 SecuritiesAct or any sale to the public pursuant to Rule 144 promulgated under theSecurities Act effected through a broker, dealer or market maker.

 

“Qualified PublicOffering” means the sale in an underwritten public offering registeredunder the Securities Act of shares of the Company’s Common Stock approved bythe Board of Directors pursuant to which the Investors have realized in cash areturn 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) anyPerson(s) other than the Investors and their respective Affiliates in theaggregate acquire(s) (i) capital stock of the Company possessing thevoting 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 ofdirectors (whether by merger, consolidation, reorganization, combination, saleor transfer of the Company’s capital stock, shareholder or voting agreement,proxy, power of attorney or otherwise) or (ii) all or substantially all ofthe Company’s assets determined on a consolidated basis; provided thatthe term “Sale of the Company” shall not include any sale of equity or debtsecurities by the Company in a private offering to other investors selected bythe Investors; or (B) more than 50% of the assets of the Company (treatinginvestments in Affiliates as assets for these purposes) is spun off, split offor 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 theCompany (including any amendments thereto), the Investors and certain otherparties, and joined by the Director of even date herewith.

 

“Subsidiary” meansany entity of which the Company owns securities having a majority of theordinary voting power in electing the board of directors, or the equivalentgoverning body, directly or through one or more subsidiaries.

 

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

 

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

 

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*Ifto the Company:*

 

VI AcquisitionCorp.

c/o Wind PointPartners

Suite 3700

676 North MichiganAvenue

Chicago,Illinois   60611

Attn:                    MichaelSolot

Tel:                            (312)255-4800

Fax:                           (312)255-4820

 

*Ifto the Director*

 

Kenneth L. Keymer

1065 Charles TowneSquare

Atlanta,Georgia  30328

 

*witha copy to:*

 

Sachnoff &Weaver, Ltd.

10 South WackerDrive

40thFloor

Chicago,Illinois  60606

Fax:                           (312)207-6400

Tel:                            (312)207-1000

Attn:  Seth M. Hemming, Esq.

 

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

 

# 9.                                       GeneralProvisions.

#  

## (a)                                  Transfersin Violation of Agreement.  AnyTransfer or attempted Transfer of any Director Shares in violation of anyprovision of this Agreement shall be null and void, and the Company shall notrecord such Transfer on its books or treat any purported transferee of suchDirector Shares as the owner of such securities for any purpose.

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## (b)                                 Severability.  Whenever possible, each provision of thisAgreement will be interpreted in such manner as to be effective and valid underapplicable 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 inany jurisdiction, such invalidity, illegality or unenforceability will notaffect any other provision or any other jurisdiction, but this Agreement willbe reformed, construed and enforced in such jurisdiction as if such invalid,illegal or unenforceable provision had never been contained herein.

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## (c)                                  CompleteAgreement.  This Agreement, thosedocuments expressly referred to herein and other documents of even dateherewith embody the complete agreement and understanding among the parties andsupersede and preempt any prior understandings, agreements or representationsby or among the parties, written or oral, which may have related to

 

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

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## (d)                                 Counterparts.  This Agreement may be executed in separatecounterparts, each of which is deemed to be an original and all of which takentogether constitute one and the same agreement.

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## (e)                                  Successorsand Assigns.

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### (i)                                     AllDirector Shares will continue to be Director Shares in the hands of any holderother than Director, including any of Director’s transferees permittedhereunder or under the Stockholders Agreement (except for the Company, theInvestors and the Investors’ Affiliates and except for transferees in a PublicSale).  Except as otherwise providedherein, each such other holder of Director Shares will succeed to all rightsand obligations attributable to Director as a holder of Director Shareshereunder.

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### (ii)                                  Exceptas otherwise provided herein, this Agreement shall bind and inure to thebenefit of and be enforceable by Director, the Company, the Investors and theirrespective successors and assigns (including subsequent holders of DirectorShares); provided that the rights and obligations of Director under thisAgreement shall not be assignable except in connection with a permittedtransfer of Director Shares hereunder.

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### (iii)                               Eachof the Investors is intended to be a third party beneficiary of this Agreementand may enforce any rights granted to it hereunder.

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## (f)                                    Choiceof Law.  The corporate law of theState of Delaware will govern all questions concerning the relative rights ofthe Company and its stockholders.  Allother questions concerning the construction, validity and interpretation ofthis Agreement and the exhibits hereto will be governed by and construed inaccordance with the internal laws of the State of Illinois, without givingeffect to any choice of law or conflict of law provision or rule (whetherof the State of Illinois or any other jurisdiction) that would cause theapplication of the laws of any jurisdiction other than the State of Illinois.

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

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## (h)                                 Amendmentand Waiver.  The provisions of thisAgreement may be amended and waived only with the prior written consent of theCompany and Director.  No cause ofconduct or

 

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

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## (i)                                     BusinessDays.  If any time period for givingnotice or taking action hereunder expires on a day which is a Saturday, Sundayor holiday in the state in which the Company’s chief executive office islocated, the time period shall be automatically extended to the business dayimmediately following such Saturday, Sunday or holiday.

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

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

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

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## (m)                               Waiverof Jury Trial.  Each of the partieshereto hereby irrevocably waives any and all right to trial by jury of anyclaim or cause of action in any legal proceeding arising out of or related tothis Agreement or the transactions or events contemplated hereby or any courseof conduct, course of dealing, statements (whether verbal or written) oractions of any party hereto.  The partieshereto each agree that any and all such claims and causes of action shall betried by a court trial without a jury. Each of the parties hereto further waives any right to seek toconsolidate any such legal proceeding in which a jury trial has been waivedwith any other legal proceeding in which a jury trial cannot or has not beenwaived.

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* * * * *

 

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**INWITNESS WHEREOF**, the parties hereto have executed this ManagementAgreement 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 | ** **               |
|                                  |                          |  |  |  |  |

 

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**ELECTION TO INCLUDE VALUE OF**

**RESTRICTED PROPERTY IN GROSS INCOME**

**IN YEAR OF TRANSFER UNDER CODE § 83(b)**

 

Theundersigned (the “**Taxpayer**”)hereby elects pursuant to § 83(b) of the Internal Revenue Code toinclude the restricted property described below in his gross income for the taxyear ending December 31, 2005 and supplies the following information inaccordance with the regulations promulgated thereunder:

 

***1.******              Thename, address and taxpayer identification number of the Taxpayer are:***

 
| Kenneth L. Keymer          |
|----------------------------|
| 1065 Charles  Towne Square |
| Atlanta, Georgia  30328    |
| Social Security #          |   |

 

***2.******              Descriptionof 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., aDelaware corporation (the “**Company**”).

 

***3.******              Thedate on which property was transferred is September 1, 2005.***

 

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

 

***4.******              Thenature of the restriction(s) to which the property is subject is:***

 

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

 

B.                                     Ifthe Taxpayer ceases to serve as a director or other service provider of theCompany prior to certain specified time periods (the last day of each suchperiod, a “**Vesting Date**”), aportion of the Shares will be subject to repurchase by the Company at theamount the Taxpayer paid for the Shares (the “**PurchasePrice**”).  On each specifiedVesting Date, a portion of the Shares subject to repurchase at the PurchasePrice will lapse and such portion will then be repurchasable at its fair marketvalue in the event the Taxpayer ceases to serve as a director or other serviceprovided of the Company.  On the September 1,2009 Vesting Date, all Shares then will be repurchasable at their fair marketvalue in the event the Taxpayer ceases to serve as a director or other serviceprovider of the Company.

 

***5.******              Fairmarket value:***

 

The fair marketvalue at time of transfer (determined without regard to any restrictions otherthan restrictions which by their terms will never lapse) of the property withrespect to which this election is being made is $4.53 per Share.

 

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***6.******              Amountpaid for property:***

 

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

 

***7.******              Furnishingstatement to employer:***

 

A copyof this statement has been furnished to the Company.

 

Dated:  September 6,2005

 

 
|   | /s/ Kenneth  Keymer |
|--------|---------------------|
|   | Kenneth L.  Keymer  |

 

 

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

 

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