AND
RELATED EXPENSES THERETO.
(K)
TERMINATION.
THIS AGREEMENT SHALL SURVIVE THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR ANY SUBSIDIARY AND SHALL REMAIN IN
FULL FORCE AND EFFECT AFTER SUCH TERMINATION.
(L)
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES; ADJUSTMENTS OF
NUMBERS.
WHERE ANY ACCOUNTING DETERMINATION OR CALCULATION IS REQUIRED TO BE
MADE UNDER THIS AGREEMENT OR THE EXHIBITS HERETO, SUCH DETERMINATION OR
CALCULATION (UNLESS OTHERWISE PROVIDED) SHALL BE MADE IN ACCORDANCE WITH UNITED
STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED.
ALL
NUMBERS SET FORTH HEREIN WHICH REFER TO SHARE PRICES OR AMOUNTS WILL BE
APPROPRIATELY ADJUSTED TO REFLECT STOCK SPLITS, STOCK DIVIDENDS, COMBINATIONS OF
SHARES, RECAPITALIZATIONS OR OTHER SIMILAR TRANSACTIONS AFFECTING THE SUBJECT
CLASS OF STOCK.
(M)
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS OR EVENTS CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY
HERETO.
THE PARTIES HERETO EACH AGREE THAT ANY AND ALL SUCH CLAIMS AND CAUSES
OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.
EACH OF THE PARTIES
HERETO FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LEGAL PROCEEDING
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER LEGAL PROCEEDING IN WHICH A
JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED.
IN WITNESS WHEREOF, the parties hereto have executed this Management Agreement
as of the date first written above.
VI ACQUISITION CORP.
By:
Name:
Debra Koenig
Its:
Chief Executive Officer
Jeffry L. Guido
11