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