Exhibit 10.28
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of April
, 2006,
between VI Acquisition Corp., a Delaware corporation (the "Company"), and Tim
Casey ("Executive").
The Company and Executive desire to enter into an agreement pursuant to which
Executive will commit to purchase, and the Company will commit to sell, an
aggregate of 15,000 shares of the Company's Common Stock, par value $4.53 per
share (the "Common Stock").
All of such shares of Common Stock are referred to
herein as "Executive Shares" or the "Shares." Certain definitions are set forth
in Section 7 of this Agreement.
The parties hereto agree as follows:
1.
EXECUTIVE SHARES.
(A)
UPON EXECUTION OF THIS AGREEMENT, EXECUTIVE WILL PURCHASE, AND THE
COMPANY WILL SELL, 15,000 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 EXECUTIVE THE CERTIFICATES REPRESENTING SUCH EXECUTIVE SHARES, AND
EXECUTIVE WILL DELIVER TO THE COMPANY A CASHIER'S OR CERTIFIED CHECK OR WIRE
TRANSFER OF FUNDS IN THE AGGREGATE AMOUNT OF $67,950.00.
(B)
WITHIN THIRTY (30) DAYS AFTER THE PURCHASE BY EXECUTIVE OF
EXECUTIVE SHARES PURSUANT TO THIS AGREEMENT, EXECUTIVE 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 EXECUTIVE SHARES
PURSUANT HERETO, EXECUTIVE REPRESENTS AND WARRANTS TO THE COMPANY THAT:
(I)
THE EXECUTIVE SHARES TO BE ACQUIRED BY EXECUTIVE PURSUANT TO THIS
AGREEMENT WILL BE ACQUIRED FOR EXECUTIVE'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 EXECUTIVE SHARES WILL NOT BE DISPOSED
OF IN CONTRAVENTION OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS;
(II)
EXECUTIVE IS AN EXECUTIVE OFFICER OF THE COMPANY, IS
SOPHISTICATED IN FINANCIAL MATTERS AND IS ABLE TO EVALUATE THE RISKS AND
BENEFITS OF THE INVESTMENT IN THE EXECUTIVE SHARES;
(III)
EXECUTIVE IS ABLE TO BEAR THE ECONOMIC RISK OF HIS INVESTMENT IN
THE EXECUTIVE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE EXECUTIVE
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)
EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE
ANSWERS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OF THE EXECUTIVE
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 EXECUTIVE IS A PARTY CONSTITUTE LEGAL, VALID AND BINDING
OBLIGATIONS OF EXECUTIVE, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, AND THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND SUCH OTHER AGREEMENTS
BY EXECUTIVE DOES NOT AND WILL NOT CONFLICT WITH, VIOLATE OR CAUSE A BREACH