VICORP RESTAURANTS INC - Securities Registration: Business Combination (S-4) EXHIBIT 10.7

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The following is an excerpt from a S-4 SEC Filing, filed by VICORP RESTAURANTS INC on 7/9/2004.

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VICORP RESTAURANTS INC - S-4 - 20040709 - EXHIBIT_10

Exhibit 10.7

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of June 13, 2003, between VI Acquisition Corp., a Delaware corporation (the "Company"), and Robert Kaltenbach ("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 45,000 shares of the Company's Common Stock, par value $.0001 per share (the "Common Stock"). All of such shares of Common Stock are referred to herein as "Executive Shares." Certain definitions are set forth in Section 7 of this Agreement.

The execution and delivery of this Agreement by the Company and Executive is a condition to the purchase of shares of Common Stock and the commitment to purchase shares of the Company's Series A Preferred Stock, par value $.0001 per share (the "Preferred Stock"), by Wind Point Partners IV, L.P., Wind Point Partners V, L.P., Wind Point IV Executive Advisor Partners, LP, Wind Point Associates, IV, LLC, Mid Oaks Investments LLC and AG Edwards & Sons, Inc. (collectively, the "Investors" and each an "Investor"), pursuant to a stock purchase agreement between the Company, the Investors and certain executives of the Company dated as of the date hereof (the "Purchase Agreement"). Certain provisions of this Agreement are intended for the benefit of, and will be enforceable by, the Investors.

Pursuant to the Purchase Agreement, Executive has also agreed to purchase 7,795 shares of Common Stock and, pursuant to a Nonstatutory Stock Option Agreement, has received an option to purchase 458.57 shares of Preferred Stock. Any shares of Common Stock or Preferred Stock purchased by Executive pursuant to the Purchase Agreement or the Nonstatutory Stock Option Agreement are referred to herein as "Coinvest Shares," and Coinvest Shares, together with Executive Shares, are referred to herein as "Shares".

The parties hereto agree as follows:

1. Executive Shares.

(a) Upon execution of this Agreement, Executive will purchase, and the Company will sell, 45,000 shares of Common Stock at a price of $1.00 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 $45,000.

(b) Within thirty (30) days after each 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 and by the Purchase Agreement 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 of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject;

(vi) Executive is not a party to or bound by any other employment agreement, noncompete agreement or confidentiality agreement which conflicts with the obligations set forth in this Agreement or in the Employment Agreement; and

(vii) Executive is a resident of the State of Colorado.

(d) As an inducement for the Company to commit to issue the Executive Shares to Executive, and as a condition thereto, Executive acknowledges and agrees that neither any future issuance of capital stock of the Company to Executive nor any provision contained herein or in the Purchase Agreement shall entitle Executive to remain in the employment of the Company, or any Subsidiary of the Company, or affect the right of the Company or any Subsidiary to terminate Executive's employment at any time for any reason, subject to the terms and conditions of the Employment Agreement.

2. Vesting of Shares.

(a) Except as otherwise provided in Section 2(b) below, the Executive Shares purchased hereunder will become vested in accordance with the following schedule, if as of each such date Executive is still employed by the Company or any Subsidiary of the Company:

                                                    CUMULATIVE PERCENTAGE OF
              DATE                               EXECUTIVE SHARES TO BE VESTED
              ----                               -----------------------------
1st Anniversary of this Agreement                              20%
2nd Anniversary of this Agreement                              40%
3rd Anniversary of this Agreement                              60%
4th Anniversary of this Agreement                              80%
5th Anniversary of this Agreement                              100%

(b) Notwithstanding the foregoing or anything herein to the contrary, upon the occurrence of a Sale of the Company, all Executive Shares which have not yet become vested shall become vested at the time of such Sale of the Company (such portion being referred to herein as the "Accelerated Shares"); provided, however, and subject to and unless otherwise provided for under the Stockholders Agreement by and among the Company, the Investors, the Executive and certain other parties, that Executive shall not Transfer any interest in any Accelerated Shares unless and until such time as the Investors shall have received cash dividends or other cash proceeds resulting from any distributions on or dispositions of any Preferred Stock or Common Stock in an aggregate amount equal to the product of (i) two (2), multiplied by (ii) the aggregate purchase price paid by the Investors to the Company for all Preferred Stock, 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 to the capital of the Company). Executive Shares which have become vested hereunder are referred to herein as "Vested Shares," and all other Executive Shares are referred to herein as "Unvested Shares."

(c) The Executive Securities shall at all times be subject to such restrictions or limitations with respect to the Transfer thereof that may be contained herein or in the Stockholders Agreement or as otherwise provided by law.

3. Repurchase Option.

(a) In the event Executive ceases to be employed by the Company or any Subsidiary for any reason (a "Separation"), the Shares and all other Executive Securities (whether held by Executive or one or more of Executive's transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company pursuant to the terms and conditions set forth in this Section 3 (the "Repurchase Option").

(b) In the event of a Separation, the Executive Shares purchased hereunder shall be subject to repurchase as follows: (i) the purchase price for each Unvested Share of Common Stock will be the Executive's Original Cost for such share; provided, that if Executive's employment is terminated by the Company or a Subsidiary with Due Cause or by the Executive without Good Reason, then the purchase price for each Unvested Share of Common Stock will be the lesser of (a) Executive's Original Cost for such share and (b) the Fair Market Value for such share, and (ii) the purchase price for each Vested Share of Common Stock will be the Fair Market Value for such share; provided that if Executive's employment is terminated by the Company or a Subsidiary with Due Cause or by the Executive without Good Reason, then the

purchase price for each Vested Share of Common Stock will be the lesser of (a) Executive's Original Cost for such share and (b) the Fair Market Value for such share.

(c) In the event of a Separation, the Coinvest Shares purchased pursuant to the Purchase Agreement, and any other Executive Securities not otherwise described in Section 3(b) above or this Section 3(c), shall be subject to repurchase as follows: (i) the purchase price for each share of Common Stock will be the Fair Market Value for such share and (ii) the purchase price for each share of Preferred Stock will be Executive's Original Cost for such share.

(d) In the event of a Separation, the Company may elect to purchase all or any portion of the Executive Securities by delivering written notice (the "Repurchase Notice") to the holder or holders of the Executive Securities within 60 days after the Separation or, if later, within 60 days of the exercise of the option pursuant to the Nonstatutory Stock Option Agreement. The Repurchase Notice will set forth the number of Unvested Shares, Vested Shares and Coinvest Shares to be acquired from each holder, the aggregate consideration to be paid for such securities and the time and place for the closing of the transaction. The number of each type of securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of any or all types of Executive Securities then held by Executive is less than the total number of such securities which the Company has elected to purchase, the Company shall purchase the remaining securities elected to be purchased from the other holder(s) of Executive Securities under this Agreement, pro rata according to the number of the applicable type of Executive Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares, Vested Shares and Coinvest Shares to be repurchased hereunder will be allocated among Executive and the other holders of Executive Securities (if any) pro rata according to the number of the applicable type of Executive Securities to be purchased from such Person.

(e) If, following a Separation due to the death of the Executive, the Company does not exercise its Repurchase Option as to the Coinvest Shares, within the period specified in Section 3(d) above, then the estate of the Executive shall have 90 days from the expiration of the Company's exercise period to compel the Company to purchase the Coinvest Shares at the lesser of
(i) the Original Cost or (ii) the price determined as set forth in Section 3(c) above. The estate of the Executive shall exercise its right to compel the repurchase of the Coinvest Shares, if at all, by giving written notice to the Company within such 90 day period (the "Put Notice").

(f) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option or the Put Notice shall take place on the date designated by the Company in the Repurchase Notice, or on the date designated by the estate of the Executive in the Put Notice, which date in either such event shall not be more than 2 months nor less than 5 days after the delivery of such notice. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option or Put Notice by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price to the extent reasonably permissible under the Company's and its Subsidiaries' equity financing agreements and agreements evidencing indebtedness for borrowed money and to the extent the Company has the financial wherewithal at the time to make such payments, by a check or wire transfer of funds and, if not, by a subordinate note or notes, each on terms

acceptable to banks and other financial institutions loaning money to the Company and its Subsidiaries, payable in up to three substantially equal, semi-annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time, in the aggregate amount of the purchase price for such securities. The Company will be entitled to receive customary representations and warranties from the sellers of Executive Securities (including representations and warranties regarding good title to the Executive Securities, the absence of any liens on such title or other encumbrances with respect to the Transfer of the Executive Securities and the ability of such sellers to consummate the sale).

(g) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and as may be required by other parties in the Company's or any Subsidiaries' equity financing agreements and agreements evidencing indebtedness for borrowed money, if any. If any such restrictions prohibit the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

(h) Notwithstanding anything to the contrary contained in this Agreement, if Executive delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board, the Company shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Shares elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Shares during (i) the thirty-day period beginning on the date the Company receives Executive's written notice of objection and (ii) the thirty-day period beginning on the date the Company is given written notice that the Fair Market Value of a Share was finally determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board.

4. Restrictions on Transfer of Executive Securities.

(a) Transfer of Executive Securities. Executive shall not Transfer any interest in any Executive Securities, except at such time as the restrictions herein terminate as provided in Section 4(b) below. Notwithstanding the foregoing, the restrictions contained in this Section 4 will not apply with respect to (i) Transfers of shares of Executive Securities pursuant to applicable laws of descent and distribution or (ii) Transfer of shares of Executive Securities among Executive's Family Group; provided that in each case such restrictions will continue to be applicable to the Executive Securities irrespective of any such Transfer. Any transferee of Executive Securities pursuant to a Transfer in accordance with the provisions of this Section 4(a) is herein referred to as a "Permitted Transferee."

(b) Termination of Restrictions. The restrictions on the Transfer of Executive Securities set forth in this Section 4 will continue with respect to each Executive Security until the earlier of (i) a Qualified Public Offering; or (ii) a Sale of the Company.

5. Registration. Executive understands that the Shares are not currently being registered under the Securities Act by reason of their contemplated issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Rule 701 thereof. Executive further agrees that he will not sell or otherwise dispose of the Shares unless such sale or other disposition has been registered or is exempt from registration under the Securities Act and has been registered or qualified or is exempt from registration or qualification under applicable securities laws of any state. Executive understands that a restrictive legend consistent with the foregoing, and as set forth in Section 6, will be placed on the certificates evidencing the Shares, and related stop transfer instructions will be noted in the stock transfer records of the Company and/or its stock transfer agent for the Shares.

6. Additional Restrictions on Transfer of Executive Securities.

(a) Legend. The certificates representing the Executive Securities will bear a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JUNE 13, 2003, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY DATED AS OF JUNE 13, 2003. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

(b) Opinion of Counsel. No holder of Executive Securities may transfer any Executive Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such Transfer.

7. Definitions.

"Affiliate" of the Investors means any direct or indirect general or limited partner or member of an Investor, as applicable, or any employee or owner thereof, or any other person, entity or investment fund controlling, controlled by or under common control with an Investor.

"Due Cause" has the meaning set forth in the Employment Agreement.

"Employment Agreement" means that certain Employment Agreement of even date herewith between VICORP Restaurants, Inc. and the Executive.

"Executive's Family Group" means Executive's spouse and descendants (whether natural or adopted), any trust solely for the benefit of Executive and/or Executive's spouse and/or descendants and any retirement plan for the Executive.

"Executive Securities" means the Shares and any other securities of the Company held by Executive or any of Executive's transferees permitted hereunder. All Executive Securities will continue to be Executive Securities in the hands of any holder other than Executive (except for the Company, the Investors and the Investors' Affiliates and except for transferees in a Public Sale). Except as otherwise provided herein, each such other holder of Executive Securities will succeed to all rights and obligations attributable to Executive as a holder of Executive Securities hereunder. Executive Securities will also include shares of the Company's capital stock or other securities of the Company issued with respect to Executive Securities by way of a stock split, dividend or other recapitalization or reclassification.

"Fair Market Value" of each Share as of a relevant date means the average of the closing prices of the sales of the Common Stock on all securities exchanges on which such Common Stock may at the time be listed on that date, or, if there have been no sales or exchange on which the Common Stock is listed on any day, the average of the highest bid and lowest asked prices on all nationally-recognized exchanges at 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 NASDAQ System as of 4:00 P.M., New York time, or, if on any day such Common Stock is not quoted in the NASDAQ System, of the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the Fair Market Value is being determined and the 20 consecutive business days prior to such day. If at any time such Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the Fair Market Value will be the fair value of such Common Stock determined in good faith by the Board of Directors of the Company (the "Board Calculation"). If the Executive disagrees with the Board Calculation, the Executive may, within 30 days after receipt of the Board Calculation, deliver a notice (an "Objection Notice") to the Company setting forth the Executive's calculation of Fair Market Value. The Board and the Executive will negotiate in good faith to agree on such Fair Market Value, but if such agreement is not reached within 30 days after the Company has received the Objection Notice, Fair Market Value shall be determined by an appraiser selected by the Board, which appraiser shall submit to the Board and the Executive a report within 30 days of its engagement setting forth such determination. The determination of such appraiser shall be final and binding upon all parties. If the Repurchase Option is exercised within 45 days after a Separation, then Fair Market 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 or Put Notice, as applicable, is exercised. A comparable process will be employed to determine the Fair Market Value of Preferred Stock.

"Good Reason" has the meaning set forth in the Employment Agreement.

share of Preferred Stock purchased under the Purchase Agreement, $1,000.00 plus all accrued and unpaid dividends of the Preferred Stock (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations).

"Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

"Public Sale" means any sale pursuant to a registered public offering under the Securities Act or any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker.

"Qualified Public Offering" means the sale in an underwritten public offering registered under the Securities Act of shares of the Company's Common Stock approved by the Board pursuant to which the Investors have realized in cash a return 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) any Person(s) other than the Investors and their respective Affiliates in the aggregate acquire(s) (i) capital stock of the Company possessing the voting 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 of directors (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company's capital stock, shareholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company's assets determined on a consolidated basis; provided that the term "Sale of the Company" shall not include any sale of equity or debt securities by the Company in a private offering to other investors selected by the Investors; or (B) more than 50% of the assets of the Company (treating investments in Affiliates as assets for these purposes) is spun off, split off or otherwise distributed.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Stockholders Agreement" means that certain Stockholders Agreement dated as of even date hereof among the Company, the Investors, the Executive and certain other parties.

"Subsidiary" means any entity of which the Company owns securities having a majority of the ordinary voting power in electing the board of directors, or the equivalent governing body, directly or through one or more subsidiaries.

"Transfer" means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law).

8. Notices. Any notice, consent, waiver and other communications required or permitted pursuant to the provisions of this Agreement must be in writing and will be deemed to have been properly given (a) when delivered by hand; (b) when sent by telecopier (with acknowledgement of complete transmission), provided that a copy is mailed by U.S. certified mail, return receipt requested; (c) three (3) days after sent by certified mail, return receipt

requested; or (d) one (1) day after deposit with a nationally recognized overnight delivery service, in each case to the appropriate addresses and telecopier numbers set forth below:

If to the Company:

VI Acquisition Corp.
c/o Wind Point Partners
Suite 3700
676 North Michigan Avenue
Chicago, Illinois 60611
Attn: Michael Solot
Tel: (312) 255-4800
Fax: (312) 255-4820

If to the Executive

Robert Kaltenbach
5425 S. Jasper Way
Aurora, Colorado 80015

with a copy to:

Sachnoff & Weaver, Ltd.
30 South Wacker Drive
Suite 2900
Chicago, Illinois 60606
Fax: (312) 207-6400
Tel: (312) 207-1000
Attn: Seth M. Hemming, Esq.

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

9. General Provisions.

(a) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Executive Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Securities as the owner of such securities for any purpose.

(b) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable 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 in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(c) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. Executive hereby releases the Company and its affiliates and its and their predecessors from any obligation or liability the Company or any of its affiliates or its or their predecessors owes or owed to Executive or any of his affiliates and related persons prior to the date hereof.

(d) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(e) Successors and Assigns.

(i) All Executive Securities will continue to be Executive Securities in the hands of any holder other than Executive, including any of Executive's transferees permitted hereunder or under the Stockholders Agreement (except for the Company, the Investors and the Investors' Affiliates and except for transferees in a Public Sale). Except as otherwise provided herein, each such other holder of Executive Securities will succeed to all rights and obligations attributable to Executive as a holder of Executive Securities hereunder.

(ii) Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company, the Investors and their respective successors and assigns (including subsequent holders of Executive Securities); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Executive Securities hereunder.

(iii) Each of the Investors is intended to be a third party beneficiary of this Agreement and may enforce any rights granted to it hereunder.

(f) Choice of Law. The corporate law of the State of Delaware will govern all questions concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois. Furthermore, Executive and Company agree and consent to submit to personal jurisdiction in the State of Illinois in any state or federal court of competent subject matter jurisdiction situated in Cook County, Illinois. Executive and Company agree that the sole and exclusive venue for any suit arising out of, or seeking to enforce, the terms of this Agreement shall be in a state or federal court of competent subject matter jurisdiction situated in Cook County, Illinois.

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

(h) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive. No cause of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

(i) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company's chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

(j) Indemnification and Reimbursement of Payments on Behalf of Executive. The Company and any Subsidiary shall be entitled to deduct or withhold from any amounts owing from the Company or any Subsidiary to the Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes ("Taxes") imposed with respect to the Executive's compensation or other payments from the Company or any Subsidiary or the Executive's ownership interest in the Company, including, but not limited to, wages, bonuses, dividends, the receipt or exercise of stock options and/or the receipt or vesting of restricted stock. The Executive shall indemnify the Company and any Subsidiary for any amounts paid with respect to any such Taxes, together with any interest, penalties 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.

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: /s/ Debra Koenig
    ----------------------------
Name: Debra Koenig
Its: Executive Vice President

    /s/ Robert Kaltenbach
--------------------------------
ROBERT KALTENBACH

EXHIBIT A

ELECTION TO INCLUDE VALUE OF
RESTRICTED PROPERTY IN GROSS INCOME
IN YEAR OF TRANSFER UNDER CODE SECTION 83(b)

The undersigned (the "TAXPAYER") hereby elects pursuant to
Section 83(b) of the Internal Revenue Code to include the restricted property described below in his gross income for the tax year ending December 31, 2003 and supplies the following information in accordance with the regulations promulgated thereunder:

1. THE NAME, ADDRESS AND TAXPAYER IDENTIFICATION NUMBER OF THE TAXPAYER ARE:

Robert Kaltenbach

Social Security # ________

2. DESCRIPTION OF PROPERTY WITH RESPECT TO WHICH THE ELECTION IS BEING MADE:

45,000 shares (the "SHARES") of Common Stock, par value $0.01 per share, of VI Acquisition Corp., a Delaware corporation (the "COMPANY").

3. THE DATE ON WHICH PROPERTY WAS TRANSFERRED IS JUNE __, 2003.

The taxable year to which this election relates is calendar year 2003.

4. THE NATURE OF THE RESTRICTION(S) TO WHICH THE PROPERTY IS SUBJECT IS:

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

B. If the Taxpayer ceases to serve as an employee of the Company for a reason other than cause, prior to certain specified time periods (the last day of each such period, a "VESTING DATE"), a portion of the Shares will be subject to repurchase by the Company at the amount the Taxpayer paid for the Shares (the "PURCHASE PRICE"). On each specified Vesting Date, a portion of the Shares subject to repurchase at the Purchase Price will lapse and such portion will then be repurchasable at its fair market value in the event the Taxpayer ceases to serve as an employee of the Company for a reason other than cause. On the June __, 2008 Vesting Date, all Shares then will be repurchasable at their fair market value in the event the Taxpayer ceases to serve as an employee of the Company for a reason other than cause.

5. FAIR MARKET VALUE:

The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the property with respect to which this election is being made is $1.00 per Share.

6. AMOUNT PAID FOR PROPERTY:

The amount paid by Taxpayer for said property is $1.00 per Share.

7. FURNISHING STATEMENT TO EMPLOYER:

A copy of this statement has been furnished to the Company.

Dated: June __, 2003

Robert Kaltenbach

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

Exhibit 10.8

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of June 13, 2003, between VI Acquisition Corp., a Delaware corporation (the "Company"), and Walter van Benthuysen (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 11,250 shares of the Company's Common Stock, par value $.0001 per share (the "Common Stock"). All of such shares of Common Stock are referred to herein as "Director Shares." Certain definitions are set forth in Section 7 of this Agreement.

Pursuant to the stock purchase agreement between the Company, the Investors, certain employees of the Company and others dated as of the date hereof (the "Purchase Agreement"), Director has also agreed to purchase 8,373 shares of Common Stock and 480 shares of Preferred Stock. Any shares of Common Stock or Preferred Stock purchased by Director pursuant to the Purchase Agreement are referred to herein as "Coinvest Shares," and Coinvest Shares, together with Director Shares, are referred to herein as "Shares".

The parties hereto agree as follows:

1. Director Shares.

(a) Upon execution of this Agreement, Director will purchase, and the Company will sell, 11,250 shares of Common Stock at a price of $1.00 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 $11,250.

(b) Within thirty (30) days after each 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 and by the Purchase Agreement to which Director is a party constitute legal, valid and binding obligations of Director, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement and such other agreements by Director does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director is a party or any judgment, order or decree to which Director is subject;

(vi) Director is not a party to or bound by any employment agreement, consulting agreement, noncompete agreement or confidentiality agreement which conflicts with the obligations set forth in this Agreement; and

(vii) Director is a resident of the State of Illinois.

(d) As an inducement for the Company to commit to issue the Director Shares to Director, and as a condition thereto, Director acknowledges and agrees that neither any future issuance of capital stock of the Company to Director nor any provision contained herein or in the Purchase Agreement shall entitle Director to remain in the service of the Company, or any Subsidiary of the Company, or affect the right of the Company or any Subsidiary to terminate Director's services at any time for any reason.

2. Vesting of Shares.

(a) Except as otherwise provided in Section 2(b) below, the Director Shares purchased hereunder will become vested in accordance with the following schedule, if as of each such date Director is still serving as a director of the Company or is otherwise engaged to perform services on behalf of the Company or any Subsidiary of the Company:

                                         CUMULATIVE PERCENTAGE OF
             DATE                       DIRECTOR SHARES TO BE VESTED
             ----                       ----------------------------
1st Anniversary of this Agreement                   20%
2nd Anniversary of this Agreement                   40%
3rd Anniversary of this Agreement                   60%
4th Anniversary of this Agreement                   80%
5th Anniversary of this Agreement                   100%

(b) Notwithstanding the foregoing or anything herein to the contrary, upon the occurrence of a Sale of the Company, all Director Shares which have not yet become vested shall become vested at the time of such Sale of the Company (such portion being referred to herein as the "Accelerated Shares"); provided, however, and subject to and unless otherwise provided for under the Stockholders Agreement by and among the Company, the Investors, the Director and certain other parties, that Director shall not Transfer any interest in any Accelerated Shares unless and until such time as the Investors shall have received cash dividends or other cash proceeds resulting from any distributions on or dispositions of any Preferred Stock or Common Stock in an aggregate amount equal to the product of (i) two (2), multiplied by (ii) the aggregate purchase price paid by the Investors to the Company for all Preferred Stock, 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 to the capital of the Company). Director Shares which have become vested hereunder are referred to herein as "Vested Shares," and all other Director Shares are referred to herein as "Unvested Shares."

(c) The Director Securities shall at all times be subject to such restrictions or limitations with respect to the Transfer thereof that may be contained herein or in the Stockholders Agreement or as otherwise provided by law.

3. Repurchase Option.

(a) In the event Director ceases to be a director of the Company or to otherwise be engaged by the Company or any Subsidiary for any reason (a "Separation"), the Shares and all other Director Securities (whether held by Director or one or more of Director's transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company pursuant to the terms and conditions set forth in this Section 3 (the "Repurchase Option").

(b) In the event of a Separation, the Director Shares purchased hereunder shall be subject to repurchase as follows: (i) the purchase price for each Unvested Share of Common Stock will be the Director's Original Cost for such share; and (ii) the purchase price for each Vested Share of Common Stock will be the Fair Market Value for such share.

(c) In the event of a Separation, the Coinvest Shares purchased pursuant to the Purchase Agreement, and any other Director Securities not otherwise described in Section 3(b) above or this Section 3(c), shall be subject to repurchase as follows: (i) the purchase price for each share of Common Stock will be the Fair Market Value for such share and (ii) the purchase price for each share of Preferred Stock will be Director's Original Cost for such share.

Director Securities then held by Director is less than the total number of such securities which the Company has elected to purchase, the Company shall purchase the remaining securities elected to be purchased from the other holder(s) of Director Securities under this Agreement, pro rata according to the number of the applicable type of Director Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares, Vested Shares and Coinvest Shares to be repurchased hereunder will be allocated among Director and the other holders of Director Securities (if any) pro rata according to the number of the applicable type of Director Securities to be purchased from such Person.

(e) If, following a Separation due to the death of the Director, the Company does not exercise its Repurchase Option as to the Coinvest Shares, within the period specified in Section 3(d) above, then the estate of the Director shall have 90 days from the expiration of the Company's 60 day exercise period to compel the Company to purchase the Coinvest Shares at the lesser of
(i) the Original Cost or (ii) the price determined as set forth in Section 3(c) above. The estate of the Director shall exercise its right to compel the repurchase of the Coinvest Shares, if at all, by giving written notice to the Company within such 90 day period (the "Put Notice").

(f) The closing of the purchase of the Director Securities pursuant to the Repurchase Option or the Put Notice shall take place on the date designated by the Company in the Repurchase Notice, or on the date designated by the estate of the Director in the Put Notice, which date in either such event shall not be more than 2 months nor less than 5 days after the delivery of such notice. The Company will pay for the Director Securities to be purchased by it pursuant to the Repurchase Option or Put Notice by first offsetting amounts outstanding under any bona fide debts owed by Director to the Company, and will pay the remainder of the purchase price to the extent reasonably permissible under the Company's and its Subsidiaries' equity financing agreements and agreements evidencing indebtedness for borrowed money and to the extent the Company has the financial wherewithal at the time to make such payments, by a check or wire transfer of funds and, if not, by a subordinate note or notes, each on terms acceptable to banks and other financial institutions loaning money to the Company and its Subsidiaries, payable in up to three substantially equal, semi-annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time, in the aggregate amount of the purchase price for such securities. The Company will be entitled to receive customary representations and warranties from the sellers of Director Securities (including representations and warranties regarding good title to the Director Securities, the absence of any liens on such title or other encumbrances with respect to the Transfer of the Director Securities and the ability of such sellers to consummate the sale).

(g) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Director Securities by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and as may be required by other parties in the Company's or any Subsidiaries' equity financing agreements and agreements evidencing indebtedness for borrowed money, if any. If any such restrictions prohibit the repurchase of Director Securities hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

(h) Notwithstanding anything to the contrary contained in this Agreement, if Director delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board, the Company shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Shares elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Shares during (i) the thirty-day period beginning on the date the Company receives Director's written notice of objection and (ii) the thirty-day period beginning on the date the Company is given written notice that the Fair Market Value of a Share was finally determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board.

4. Restrictions on Transfer of Director Securities.

(a) Transfer of Director Securities. Director shall not Transfer any interest in any Director Securities, except at such time as the restrictions herein terminate as provided in Section 4(b) below. Notwithstanding the foregoing, the restrictions contained in this Section 4 will not apply with respect to (i) Transfers of shares of Director Securities pursuant to applicable laws of descent and distribution or (ii) Transfer of shares of Director Securities among Director's Family Group; provided that in each case such restrictions will continue to be applicable to the Director Securities irrespective of any such Transfer. Any transferee of Director Securities pursuant to a Transfer in accordance with the provisions of this Section 4(a) is herein referred to as a "Permitted Transferee."

(b) Termination of Restrictions. The restrictions on the Transfer of Director Securities set forth in this Section 4 will continue with respect to each Director Security until the earlier of (i) a Qualified Public Offering; or
(ii) a Sale of the Company.

5. Registration. Director understands that the Shares are not currently being registered under the Securities Act by reason of their contemplated issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Rule 701 thereof. Director further agrees that he will not sell or otherwise dispose of the Shares unless such sale or other disposition has been registered or is exempt from registration under the Securities Act and has been registered or qualified or is exempt from registration or qualification under applicable securities laws of any state. Director understands that a restrictive legend consistent with the foregoing, and as set forth in Section 6, will be placed on the certificates evidencing the Shares, and related stop transfer instructions will be noted in the stock transfer records of the Company and/or its stock transfer agent for the Shares.

6. Additional Restrictions on Transfer of Director Securities.

(a) Legend. The certificates representing the Director Securities will bear a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JUNE 13, 2003, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND A DIRECTOR OF THE COMPANY DATED AS OF JUNE 13, 2003. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

(b) Opinion of Counsel. No holder of Director Securities may transfer any Director Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such Transfer.

7. Definitions.

"Director's Family Group" means Director's spouse and descendants (whether natural or adopted), any trust solely for the benefit of Director and/or Director's spouse and/or descendants and any retirement plan for the Director.

"Director Securities" means the Shares and any other securities of the Company held by Director or any of Director's transferees permitted hereunder. All Director Securities will continue to be Director Securities in the hands of any holder other than Director (except for the Company, the Investors and the Investors' Affiliates and except for transferees in a Public Sale). Except as otherwise provided herein, each such other holder of Director Securities will succeed to all rights and obligations attributable to Director as a holder of Director Securities hereunder. Director Securities will also include shares of the Company's capital stock or other securities of the Company issued with respect to Director Securities by way of a stock split, dividend or other recapitalization or reclassification.

Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the Fair Market Value is being determined and the 20 consecutive business days prior to such day. If at any time such Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the Fair Market Value will be the fair value of such Common Stock determined in good faith by the Board of Directors of the Company (the "Board Calculation"). If the Director disagrees with the Board Calculation, the Director may, within 30 days after receipt of the Board Calculation, deliver a notice (an "Objection Notice") to the Company setting forth the Director's calculation of Fair Market Value. The Board and the Director will negotiate in good faith to agree on such Fair Market Value, but if such agreement is not reached within 30 days after the Company has received the Objection Notice, Fair Market Value shall be determined by an appraiser selected by the Board, which appraiser shall submit to the Board and the Director a report within 30 days of its engagement setting forth such determination. The determination of such appraiser shall be final and binding upon all parties. If the Repurchase Option is exercised within 45 days after a Separation, then Fair Market 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 or Put Notice, as applicable, is exercised. A comparable process will be employed to determine the Fair Market Value of Preferred Stock.

"Investors" means Wind Point Partners IV, L.P., Wind Point Partners V, L.P., Mid Oaks Investments LLC and AG Edwards & Sons, Inc. and such other parties as may be designated as "Investors" in the Purchase Agreement.

"Original Cost" means, (i) with respect to each share of Common Stock purchased hereunder or under the Purchase Agreement, $1.00 (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations) and (ii) with respect to each share of Preferred Stock purchased under the Purchase Agreement, $1,000.00 plus all accrued and unpaid dividends of the Preferred Stock (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations).

"Preferred Stock" means the Company's Series A Preferred Stock, par value $.0001 per share.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Stockholders Agreement" means that certain Stockholders Agreement dated as of even date hereof among the Company, the Investors, the Director and certain other parties.

"Transfer" means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law).

If to the Company:

VI Acquisition Corp.
c/o Wind Point Partners
Suite 3700
676 North Michigan Avenue

Chicago, Illinois   60611
Attn: Michael Solot
Tel: (312) 255-4800
Fax: (312) 255-4820

If to the Director

Walter van Benthuysen
17 Tartan Lakes Court
Westmont, Illinois 60559

with a copy to:

Sachnoff & Weaver, Ltd.
30 South Wacker Drive
Suite 2900
Chicago, Illinois 60606
Fax: (312) 207-6400
Tel: (312) 207-1000
Attn: Seth M. Hemming, Esq.

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

9. General Provisions.

(a) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Director Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Director Securities as the owner of such securities for any purpose.

(c) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. Director hereby releases the Company and its affiliates and its and their predecessors from any obligation or liability the Company or any of its affiliates or its or their predecessors owes or owed to Director or any of his affiliates and related persons prior to the date hereof.

(d) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(e) Successors and Assigns.

(i) All Director Securities will continue to be Director Securities in the hands of any holder other than Director, including any of Director's transferees permitted hereunder or under the Stockholders Agreement (except for the Company, the Investors and the Investors' Affiliates and except for transferees in a Public Sale). Except as otherwise provided herein, each such other holder of Director Securities will succeed to all rights and obligations attributable to Director as a holder of Director Securities hereunder.

(ii) Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Director, the Company, the Investors and their respective successors and assigns (including subsequent holders of Director Securities); provided that the rights and obligations of Director under this Agreement shall not be assignable except in connection with a permitted transfer of Director Securities hereunder.

(iii) Each of the Investors is intended to be a third party beneficiary of this Agreement and may enforce any rights granted to it hereunder.

(f) Choice of Law. The corporate law of the State of Delaware will govern all questions concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois. Furthermore, Director and Company agree and consent to submit to personal jurisdiction in the State of Illinois in any state or federal court of competent subject matter jurisdiction situated in Cook County, Illinois. Director and Company agree that the sole and exclusive venue for any suit arising out of, or seeking to enforce, the terms of this Agreement shall be in a state or federal court of competent subject matter jurisdiction situated in Cook County, Illinois.

(h) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Director. No cause of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

(j) Indemnification and Reimbursement of Payments on Behalf of Director. The Company and any Subsidiary shall be entitled to deduct or withhold from any amounts owing from the Company or any Subsidiary to the Director any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes ("Taxes") imposed with respect to the Director's compensation or other payments from the Company or any Subsidiary or the Director's ownership interest in the Company, including, but not limited to, wages, bonuses, dividends, the receipt or exercise of stock options and/or the receipt or vesting of restricted stock. The Director shall indemnify the Company and any Subsidiary for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

(k) Termination. This Agreement shall survive the termination of Director's services with the Company or any Subsidiary and shall remain in full force and effect after such termination.

(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: /s/ Debra Koenig
    -------------------------------------
Name: Debra Koenig
Its:  Executive Vice President

     /s/ Walter Van Benthuysen
    -------------------------------------
         WALTER VAN BENTHUYSEN

EXHIBIT A

ELECTION TO INCLUDE VALUE OF
RESTRICTED PROPERTY IN GROSS INCOME
IN YEAR OF TRANSFER UNDER CODE SECTION 83(b)

The undersigned (the "TAXPAYER") hereby elects pursuant to Section 83(b) of the Internal Revenue Code to include the restricted property described below in his gross income for the tax year ending December 31, 2003 and supplies the following information in accordance with the regulations promulgated thereunder:

1. THE NAME, ADDRESS AND TAXPAYER IDENTIFICATION NUMBER OF THE TAXPAYER ARE:

Walter van Benthuysen 17 Tartan Lakes Court Westmont, Illinois 60559 Social Security # _______________

2. DESCRIPTION OF PROPERTY WITH RESPECT TO WHICH THE ELECTION IS BEING MADE:

11,250 shares (the "SHARES") of Common Stock, par value $0.01 per share, of VI Acquisition Corp., a Delaware corporation (the "COMPANY").

3. THE DATE ON WHICH PROPERTY WAS TRANSFERRED IS JUNE __, 2003.

The taxable year to which this election relates is calendar year 2003.

4. THE NATURE OF THE RESTRICTION(S) TO WHICH THE PROPERTY IS SUBJECT IS:

B. If the Taxpayer ceases to serve as a director or other service provider of the Company prior to certain specified time periods (the last day of each such period, a "VESTING DATE"), a portion of the Shares will be subject to repurchase by the Company at the amount the Taxpayer paid for the Shares (the "PURCHASE PRICE"). On each specified Vesting Date, a portion of the Shares subject to repurchase at the Purchase Price will lapse and such portion will then be repurchasable at its fair market value in the event the Taxpayer ceases to serve as a director or other service provided of the Company. On the June __, 2008 Vesting Date, all Shares then will be repurchasable at their fair market value in the event the Taxpayer ceases to serve as a director or other service provider of the Company.

5. FAIR MARKET VALUE:

6. AMOUNT PAID FOR PROPERTY:

The amount paid by Taxpayer for said property is $1.00 per Share.

7. FURNISHING STATEMENT TO EMPLOYER:

A copy of this statement has been furnished to the Company.

Dated: June __, 2003

Walter van Benthuysen

Exhibit 10.9

NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT is made effective June 13, 2003 ("EFFECTIVE DATE") by and between VI Acquisition Corp., a Delaware corporation (the "COMPANY"), and Robert Kaltenbach (the "OPTIONEE").

WHEREAS, pursuant to the terms of that certain Stock Purchase Agreement dated as of the 15th day of April, 2003 (the "PURCHASE AGREEMENT"), by and among the Company, Midway Investors Holdings, Inc. ("MIDWAY"), the shareholders of Midway and certain other parties, the Company is acquiring all of the outstanding equity of Midway (the "TRANSACTION");

WHEREAS, the Optionee will be retained as an employee of the Company or one of its subsidiaries upon the consummation of the Transaction;

WHEREAS, pursuant to the terms of the Purchase Agreement, the Optionee has elected to exchange options to purchase shares of Midway's Class A Preferred Stock, Class C Preferred Stock and Class B Common Stock (as such terms are defined in the Purchase Agreement) having an aggregate Option Spread (as such term is defined in the Purchase Agreement) of $447,205, for an option to purchase shares of the Company's Preferred Stock, and the Company, to create an incentive for the Optionee, has agreed to grant him an option upon certain terms and conditions; and

WHEREAS, the grant hereunder shall be independent of any formal stock option plan to be maintained by the Company.

NOW, THEREFORE, in consideration of the following mutual covenants and for other good and valuable consideration, the parties agree as follows:

1. GRANT OF OPTION

The Company grants to the Optionee the right and option (the "OPTION") to purchase all or any part of an aggregate of 458.57 shares of the Company's Preferred Stock (the "SHARES") on the terms and conditions and subject to all the limitations set forth herein. The Optionee acknowledges that the definitive records pertaining to the grant of this Option, and exercises of rights hereunder, shall be retained by the Company. The Option granted herein is intended to be a nonstatutory option.

2. PURCHASE PRICE

The purchase price of the Shares subject to the Option shall be Twenty Four and 80/100 Dollars ($24.80) per Share.

3. EXERCISE OF OPTION

Subject to this Agreement, the Option shall be fully vested and exercisable on the Effective Date.

The Option shall expire on, and shall be exercised (if at all) prior to the first to occur of:

(a) June 12, 2013;

(b) Ninety (90) days after the date on which the Optionee shall cease, for any reason or cause whatsoever, and without regard to such reason or cause (except as set forth in (c) and (d) below) to be an employee of, or consultant to, the Company or any affiliate or subsidiary thereof;

(c) The date the Optionee's services are terminated, whether as an employee or otherwise, if such services are terminated for Due Cause (as such term is defined in that certain Employment Agreement executed by and between the Employee and the Company of even date herewith (the "EMPLOYMENT AGREEMENT")); or

(d) Twelve months from the date the Optionee's services are terminated, whether as an employee or otherwise, if such services are terminated as a result of the Optionee's death or Permanent Disability (as such term is defined in the Employment Agreement), in which case the Option may be exercised by the Optionee or his legal representative or estate within such twelve month period.

4. ISSUANCE OF SHARES

The Option may be exercised in whole or in part (to the extent that it is exercisable in accordance with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Shares will be purchased, at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this Agreement. On the date specified in such written notice (which date may be extended by the Company if any law or regulation requires the Company to take any action with respect to the Shares prior to the issuance thereof), the Company shall accept payment for the Shares and shall deliver to the Optionee an appropriate certificate or certificates for the Shares as to which the Option was exercised. The Optionee acknowledges and agrees that the Shares to be acquired upon exercise of the Option shall be subject to the Company's Stockholders' Agreement as in effect from time to time and the Management Agreement, and the issuance of Shares pursuant to the exercise of this Option shall be expressly conditioned upon the Optionee's execution of such agreements.

The Option price of any Shares shall be payable at the time of exercise and shall only be payable through the Optionee's delivery to the Company of Shares that would otherwise be acquired upon the exercise of the Option (the "WITHHELD SHARES"). The fair market value of the number of Shares to be acquired by the Optionee upon exercise of the Option, net of the Withheld Shares, shall be equal to $447,205 (the "ACQUIRED
SHARES")

plus the value of Dividends (as provided for in Article 4 of the Amended and Restated Certificate of Incorporation of VI Acquisition Corp.) accrued on the Acquired Shares from the Effective Date.

The Company shall pay all original issue taxes with respect to the issuance of Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall have the rights of a stockholder only with respect to those Shares covered by the Option which have been registered in the holder's name in the share register of the Company upon the due exercise of the Option.

5. REPRESENTATIONS AND COVENANTS OF THE OPTIONEE

In connection with the grant of the Option hereunder, the Optionee represents and warrants to the Company that:

(a) The Shares subject to the Option under this Agreement shall be acquired for the Optionee's own account and not with a view to, or present intention of, distribution in violation of the Securities Act of 1933 (the "1933 ACT") or any applicable state securities laws, and the Shares will not be disposed of in contravention of the 1933 Act or any applicable state securities laws.

(b) The Optionee is sophisticated in financial matters and has been given the opportunity prior to exercise to evaluate the risks and benefits of the Option and the Shares.

(c) The Optionee acknowledges that he is able to bear the economic risk of the exercise of the Option for an indefinite period of time, because the Shares have not been registered under the 1933 Act and, therefore, cannot be resold unless subsequently registered under the 1933 Act or an exemption from such registration is available.

(d) The Optionee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the grant of the Option and has had full access to such information concerning the Company as he has requested.

(e) The Optionee has the full right, power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligations of the Optionee enforceable against him in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights generally, now or hereafter in effect and subject to the application of equitable principles and the availability of equitable remedies.

(f) The Optionee is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement by him or the consummation of the transactions contemplated hereby.

(g) The Optionee understands that neither the issuance of the Option nor any provision contained herein shall entitle the Optionee to remain in the service of the Company or affect the Company's right to terminate the Optionee's employment at any time for any or no reason.

6. REGISTRATION

The Optionee understands that the Shares are not currently being registered under the 1933 Act by reason of their contemplated issuance in a transaction exempt from the registration and prospectus delivery requirements of the 1933 Act pursuant to Section 4(2) thereof. The Optionee further agrees that he will not sell or otherwise dispose of the Shares unless such sale or other disposition has been registered or is exempt from registration under the 1933 Act and has been registered or qualified or is exempt from registration or qualification under applicable securities laws of any state. The Optionee understands that a restrictive legend consistent with the foregoing, and as set forth in Paragraph 8, will be placed on the certificates evidencing the Shares, and related stop transfer instructions will be noted in the stock transfer records of the Company and/or its stock transfer agent for the Shares.

7. WITHHOLDING

The Company shall have the power and right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes required by law to be withheld with respect to any grant made under or as a result of this Agreement. In the alternative, upon any taxable event hereunder, the Optionee may elect, subject to Company approval, to satisfy the withholding requirement in whole or in part, by having the Company withhold Shares that would otherwise be transferred to the Optionee having a fair market value, on the date the tax is to be determined, equal to the minimum marginal tax that could be imposed on the transaction. All elections shall be made in writing and signed by the Optionee.

8. LEGEND

The Optionee shall be bound by the provisions of the following legend
(or similar legend) which shall be endorsed upon the certificate(s)
evidencing the Shares issued pursuant to the grant of the Option hereunder.

"The shares of stock represented by this certificate have been acquired for investment and they may not be sold or otherwise transferred by any person in the absence of an effective registration statement for the shares under the 1933 Act or an opinion of counsel satisfactory to the Company that an exemption is then available."

"The shares of stock represented by this certificate are subject to the terms and conditions of a certain Stockholders' Agreement dated as of June 13, 2003, among the Company and certain of its stockholders, and the terms of the Management Agreement dated as of June 13, 2003, between the

Company and the Optionee. Copies of the Agreements are on file in the office of the Secretary of the Company. The Agreements provide, among other things, for restrictions upon the holder's right to transfer the shares represented hereby, and for certain prior rights to purchase and certain obligations to sell the shares of stock evidenced by this certificate at a designated purchase price determined in accordance with certain procedures. Any attempted transfer of these shares other than in compliance with the Agreements shall be void and of no effect. By accepting the shares of stock evidenced by this certificate, any permitted transferee agrees to be bound by all of the terms and conditions of said Agreements."

9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

If the outstanding Shares of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger or consolidation, or if a change is made to the stock of the Company by reason of any recapitalization, reclassification, change in par value, stock split, combination of shares or dividends payable in capital stock, or the like, the Company shall make adjustments to the Shares granted to, or available for, the Optionee as it may determine to be appropriate under the circumstances.

10. NON-ASSIGNABILITY

This Option shall not be transferable by the Optionee and shall be exercisable only by the Optionee, except as this Agreement may otherwise provide.

11. NOTICES

Any notices required or permitted by the terms of this Agreement shall be given by registered or certified mail, return receipt requested, addressed as follows:

To the Company:   VI Acquisition Corp.
                  c/o Wind Point Partners
                  Suite 3700
                  676 North Michigan Avenue
                  Chicago, Illinois  60611
                  Attention:  Michael Solot

To the Optionee:  Robert Kaltenbach
                  5425 S. Jasper Way
                  Aurora, Colorado 80015

or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given when mailed in accordance with the foregoing provisions.

12. GOVERNING LAW

This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware.

13. BINDING EFFECT

This Agreement shall (subject to the provisions of Section 10 hereof) be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

IN WITNESS WHEREOF, the Company and the Optionee have caused this Agreement to be executed on their behalf, by their duly authorized representatives, effective on the day and year first above written.

VI ACQUISITION CORP.                                 OPTIONEE

By: /s/ Debra Koenig                                /s/ Robert Kaltenbach
    -------------------------                       ----------------------------
Its: Executive Vice President                       Robert Kaltenbach

Exhibit 10.10

INSTRUCTIONS: PLEASE READ THE ACCOMPANYING LETTER FROM THE COMPANY CAREFULLY. IF YOU WISH TO EXERCISE YOUR PREEMPTIVE RIGHTS, YOU MUST COMPLETE AND SIGN THIS SUBSCRIPTION AGREEMENT AND RETURN IT TO: EVELYN C. ARKEBAUER AT SACHNOFF & WEAVER, LTD., 30 S. WACKER DRIVE, 29TH FLOOR, CHICAGO, IL 60611. (FAX: (312) 207-1000) NO LATER THAN OCTOBER 13, 2003.

SUBSCRIPTION AGREEMENT

The undersigned has preemptive rights to purchase shares of Series A Preferred Stock and shares of Common Stock of VI Acquisition Corp., a Delaware corporation (the "COMPANY"), as described in a letter to the undersigned from the Company dated September 22, 2003. The undersigned hereby subscribes for:

(CHOOSE ONE OF THE FOLLOWING OPTIONS:)

X The full amount of the undersigned's preemptive rights: 29.028 shares of Series Preferred Stock and 629 shares of Common Stock of the Company, for an aggregate purchase price of $29,657 ($1000.00 per share of Series A Preferred Stock and $1.00 per share of Common Stock).

[ ] Such lesser amount of Series A Preferred Stock and Common Stock of the Company as would be represented by an aggregate purchase price of $_______________. ($1000.00 per share of Series A Preferred Stock and $1.00 per share of Common Stock, and required ratio that 98.287 cents of every dollar invested be allocated toward the purchase of preferred shares and the balance to the purchase of common shares, with all issued shares rounded to the third decimal place.)

(If no box is checked but this form is signed and returned to company counsel, the undersigned will be deemed to have subscribed for the full amount of his, her or its preemptive rights.)

The undersigned hereby represents and warrants to the Company that (i) he/she/it is purchasing these securities for his/her/its own account, for investment and not with a view towards their resale; (ii) he/she/it understands that these securities have not been registered under the Securities Act of 1933 or any state securities laws, based on exemptions from such laws, and that these securities may not be sold or otherwise transferred without registration under or exemption from the provisions of applicable securities laws, and that a legend to such effect may be placed on the certificate evidencing these securities referring to these restrictions on transferability and sale of the securities; and (iii) he/she/it is qualified by previous experience to evaluate the risks and merits on this investment.

The undersigned agrees to indemnify and hold harmless the Company, its affiliates, successors, and anyone acting on its behalf from and against all damages, losses, costs, and expenses (including reasonable attorneys' fees) which they may incur by reason of the inaccuracy or falsity of any representation or breach of any warranty made herein or in any document provided by the undersigned to the Company.

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as of the date indicated below and agrees to execute such reasonable further documentation as may be necessary to effect the foregoing subscription.

MID OAKS INVESTMENTS, LLC

Dated:  September 28, 2003                               /s/ Wayne Kocourek
                                                     ---------------------------
                                                     By:  Wayne Kocourek
                                                     Its:  Chairman and CEO

(NOTE: Subscription Agreements dated and/or delivered after October 13, 2003 will not be accepted by the Company.)

Accepted:

VI ACQUISITION CORP.

By: /s/ Debra Koenig
   ---------------------------------
     Debra Koenig, Executive Vice President

Dated: November 19, 2003

Exhibit 10.11

SUBSCRIPTION AGREEMENT

(CHOOSE ONE OF THE FOLLOWING OPTIONS:)

X The full amount of the undersigned's preemptive rights: 3.325 shares of Series Preferred Stock and 72 shares of Common Stock of the Company, for an aggregate purchase price of $3,397 ($1000.00 per share of Series A Preferred Stock and $1.00 per share of Common Stock).

(If no box is checked but this form is signed and returned to company counsel, the undersigned will be deemed to have subscribed for the full amount of his, her or its preemptive rights.)

Dated: September 23, 2003                        /s/ Walter Van Benthuysen
                                                 ------------------------------
                                                 Name: Walter Van Benthuysen

(NOTE: Subscription Agreements dated and/or delivered after October 13, 2003 will not be accepted by the Company.)

Accepted:

VI ACQUISITION CORP.

By: /s/ Debra Koenig
   ---------------------------
   Debra Koenig, Executive Vice President

Dated: November 19, 2003

Exhibit 10.12

VI ACQUISITION CORP.

AMENDED AND RESTATED
SUBSCRIPTION AGREEMENT

This Amended and Restated Subscription Agreement, dated as of November 19, 2003 is made by and among WIND POINT PARTNERS IV, L.P., WIND POINT
PARTNERS V, L.P. and WIND POINT IV EXECUTIVE ADVISOR PARTNERS, L.P., each of which is a Delaware limited partnership, WIND POINT ASSOCIATES IV, LLC, a Delaware limited liability company (collectively, the "Purchasers"), and VI ACQUISITION CORP., a Delaware corporation (the "Corporation") and amends, restates and replaces in its entirety that certain Subscription Agreement, dated as of July 31, 2003 among the Purchasers and the Corporation.

Each of the Purchasers hereby subscribes for that number of shares of Common Stock and shares of the Series A Preferred Stock (collectively, the "Shares") of the Corporation set forth opposite its name on the attached Exhibit A and each of them hereby agrees to pay to the Corporation the subscription price of $1.00 per share of Common Stock and $1,000.00 per share of Series A Preferred Stock representing the aggregate investment purchase price reflected on Exhibit A.

Each of the Purchasers hereby represents and warrants to the Corporation that (i) it is purchasing these Shares for its own account, for investment only and not with a view towards their resale; (ii) it understands that these Shares have not been registered under the Securities Act of 1933, as amended or any state securities laws, based on exemptions from such laws, and that these Shares may not be sold or otherwise transferred without registration under or exemption from the provisions of applicable securities laws, and that a legend to such effect may be placed on the certificates evidencing these Shares referring to these restrictions on transferability and sale of the Shares, and
(iii) it is qualified by previous experience to evaluate the risks and merits of this investment.

Each of the undersigned hereby agrees to indemnify and hold harmless the Corporation, its affiliates, successors, and anyone acting on its behalf from and against all damages, losses, costs, and expenses (including reasonable attorneys' fees) which they may incur by reason of the inaccuracy or falsity of any representation or breach of any warranty or covenant made herein or in any document provided by the undersigned to the Corporation in connection herewith.

Dated: November 19, 2003

Subscribing Parties:

WIND POINT PARTNERS IV, L.P.,
WIND POINT PARTNERS V, L.P.,
WIND POINT IV EXECUTIVE ADVISOR PARTNERS, L.P.
WIND POINT ASSOCIATES IV, LLC

[SIGNATURES BEGIN ON FOLLOWING PAGE]

WIND POINT IV EXECUTIVE ADVISOR
PARTNERS, L.P.

By: Wind Point Investors IV, L.P.
Its: General Partner

By: Wind Point Advisors LLC
Its: General Partner

By: /s/ Jeffrey A. Gonyo
   ------------------------------------------
Name: Jeffrey A. Gonyo
Its: Managing Member

WIND POINT ASSOCIATES IV, LLC

By: Wind Point Investors IV, L.P.
Its: Manager

By: Wind Point Advisors LLC
Its: General Partner

By: /s/ Jeffrey A. Gonyo
   ------------------------------------------
Name:  Jeffrey A. Gonyo
Its:  Managing Member

WIND POINT PARTNERS IV, L.P.

By: Wind Point Investors IV, L.P.
Its: General Partner

By: Wind Point Advisors LLC
Its: General Partner

By: /s/ Jeffrey A. Gonyo
   ------------------------------------------
Name: Jeffrey A. Gonyo
Its: Managing Member

By: /s/ Robert L. Cummings
   ------------------------------------------
Name:    Robert L. Cummings
Its:   Managing Member

WIND POINT PARTNERS V, L.P.

By: Wind Point Investors V, L.P.
Its: General Partner

By: Wind Point Advisors LLC
Its: General Partner

By: /s/ Jeffrey A. Gonyo
    -----------------------------------------
Name: Jeffrey A. Gonyo
Its: Managing Member

By: /s/ Robert L. Cummings
    -----------------------------------------
Name: Robert L. Cummings
Its: Managing Member

Accepted and agreed
as of this 19th day of November, 2003:

VI ACQUISITION CORP.

By: /s/ Debra Koenig
    --------------------------
     Name: Debra Koenig
     Its:  Executive Vice President

EXHIBIT A

SHARES SUBSCRIBED; AGGREGATE PURCHASE PRICE

                                                                 SHARES OF SERIES A        AGGREGATE PURCHASE
           INVESTOR                   SHARES OF COMMON                PREFERRED                  PRICE
------------------------------- ----------------------------- -------------------------- --------------------
WIND POINT PARTNERS IV, L.P.                  1,324                     61.075                 $ 62,399.00
WIND POINT PARTNERS V, L.P.                   3,520                    162.331                 $165,851.00
WIND POINT IV EXECUTIVE                          10                      0.459                 $    469.00
ADVISOR PARTNERS, L.P.
WIND POINT ASSOCIATES IV, LLC                     5                      0.226                 $    231.00

Exhibit 10.13

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of February 12, 2004, between VI Acquisition Corp., a Delaware corporation (the "Company"), and Anthony Carroll ("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 14,295 shares of the Company's Common Stock, par value $.0001 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, 14,295 shares of Common Stock at a price of $1.00 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 $14,295.00.

(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:

(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;

(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 of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject;

(vii) Executive is a resident of the State of Colorado.

(d) As an inducement for the Company to commit to issue the Executive Shares to Executive, and as a condition thereto, Executive acknowledges and agrees that neither any future issuance of capital stock of the Company to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company, or any Subsidiary of the Company, or affect the right of the Company or any Subsidiary to terminate Executive's employment at any time for any reason, subject to the terms and conditions of the Employment Agreement.

2. Vesting of Shares.

                                              CUMULATIVE PERCENTAGE OF
                  DATE                     EXECUTIVE SHARES TO BE VESTED
                 ----                      -----------------------------
1st Anniversary of this Agreement                      20%
2nd Anniversary of this Agreement                      40%
3rd Anniversary of this Agreement                      60%
4th Anniversary of this Agreement                      80%
5th Anniversary of this Agreement                      100%

or other cash proceeds resulting from any distributions on or dispositions of any Preferred Stock or Common Stock in an aggregate amount equal to the product of (i) two (2), multiplied by (ii) the aggregate purchase price paid by the Investors to the Company for all Preferred Stock, 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 to the capital of the Company). Executive Shares which have become vested hereunder are referred to herein as "Vested Shares," and all other Executive Shares are referred to herein as "Unvested Shares."

3. Repurchase Option.

(c) In the event of a Separation, any other Executive Securities not otherwise described in Section 3(b) above shall be subject to repurchase as follows: (i) the purchase price for each share of Common Stock will be the Fair Market Value for such share and (ii) the purchase price for each share of Preferred Stock will be Executive's Original Cost for such share.

elected to be purchased from the other holder(s) of Executive Securities under this Agreement, pro rata according to the number of the applicable type of Executive Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares and Vested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Executive Securities (if any) pro rata according to the number of the applicable type of Executive Securities to be purchased from such Person.

(e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than 2 months nor less than 5 days after the delivery of such notice. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price to the extent reasonably permissible under the Company's and its Subsidiaries' equity financing agreements and agreements evidencing indebtedness for borrowed money and to the extent the Company has the financial wherewithal at the time to make such payments, by a check or wire transfer of funds and, if not, by a subordinate note or notes, each on terms acceptable to banks and other financial institutions loaning money to the Company and its Subsidiaries, payable in up to three substantially equal, semi-annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time, in the aggregate amount of the purchase price for such securities. The Company will be entitled to receive customary representations and warranties from the sellers of Executive Securities (including representations and warranties regarding good title to the Executive Securities, the absence of any liens on such title or other encumbrances with respect to the Transfer of the Executive Securities and the ability of such sellers to consummate the sale).

(f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and as may be required by other parties in the Company's or any Subsidiaries' equity financing agreements and agreements evidencing indebtedness for borrowed money, if any. If any such restrictions prohibit the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

(g) Notwithstanding anything to the contrary contained in this Agreement, if Executive delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board, the Company shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Shares elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Shares during (i) the thirty-day period beginning on the date the Company receives Executive's written notice of objection and (ii) the thirty-day period beginning on the date the Company is given written notice that the Fair Market Value of a Share was finally determined to be an amount more than 10% greater than the per share repurchase price for such Shares originally determined by the Board.

4. Restrictions on Transfer of Executive Securities.

6. Additional Restrictions on Transfer of Executive Securities.

(a) Legend. The certificates representing the Executive Securities will bear a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF FEBRUARY 20, 2004, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY DATED AS OF FEBRUARY 20, 2004. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE

HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT
CHARGE."

7. Definitions.

"Due Cause" has the meaning set forth in the Employment Agreement.

"Employment Agreement" means that certain Employment Agreement of even date herewith between VICORP Restaurants, Inc. and the Executive.

Board of Directors of the Company (the "Board Calculation"). If the Executive disagrees with the Board Calculation, the Executive may, within 30 days after receipt of the Board Calculation, deliver a notice (an "Objection Notice") to the Company setting forth the Executive's calculation of Fair Market Value. The Board and the Executive will negotiate in good faith to agree on such Fair Market Value, but if such agreement is not reached within 30 days after the Company has received the Objection Notice, Fair Market Value shall be determined by an appraiser selected by the Board, which appraiser shall submit to the Board and the Executive a report within 30 days of its engagement setting forth such determination. The determination of such appraiser shall be final and binding upon all parties. The expenses of such appraiser shall be borne by the Executive unless the appraiser's valuation is more than 10% greater than the amount determined by the Board of Directors, in which case, the costs of the appraiser shall be borne by the Company. If the Repurchase Option is exercised within 45 days after a Separation, then Fair Market 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 is exercised. A comparable process will be employed to determine the Fair Market Value of Preferred Stock.

"Good Reason" has the meaning set forth in the Employment Agreement.

"Investors" has the meaning set forth in the Stockholders Agreement.

"Original Cost" means, (i) with respect to each share of Common Stock purchased hereunder, $1.00 (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations) and (ii) with respect to each share of Preferred Stock, the price paid for such Preferred Stock, plus all accrued and unpaid dividends of the Preferred Stock (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations).

"Preferred Stock" means preferred stock issued by the Company.

"Qualified Public Offering" means the sale in an underwritten public offering registered under the Securities Act of shares of the Company's Common Stock approved by the Board of Directors pursuant to which the Investors have realized in cash a return of two or more times the amount of their investment in the Company.

proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company's assets determined on a consolidated basis; provided that the term "Sale of the Company" shall not include any sale of equity or debt securities by the Company in a private offering to other investors selected by the Investors; or (B) more than 50% of the assets of the Company (treating investments in Affiliates as assets for these purposes) is spun off, split off or 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 the Company, the Investors, and certain other parties, and joined by the Executive of even date herewith.

"Transfer" means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law).

If to the Company:

VI Acquisition Corp.
c/o Wind Point Partners
Suite 3700
676 North Michigan Avenue
Chicago, Illinois 60611
Attn: Michael Solot
Tel: (312) 255-4800
Fax: (312) 255-4820

If to the Executive:

Anthony Carroll

with a copy to:

Sachnoff & Weaver, Ltd.
30 South Wacker Drive
Suite 2900
Chicago, Illinois 60606
Fax: (312) 207-6400
Tel: (312) 207-1000
Attn: Seth M. Hemming, Esq.

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

9. General Provisions.

(a) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Executive Securities in violation of any provision of this Agreement shall be null and void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Securities as the owner of such securities for any purpose.

(d) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(e) Successors and Assigns.

succeed to all rights and obligations attributable to Executive as a holder of Executive Securities hereunder.

(iii) Each of the Investors is intended to be a third party beneficiary of this Agreement and may enforce any rights granted to it hereunder.

(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.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Management Agreement as of the date first written above.

VI ACQUISITION CORP.

 By: /s/ Debra Koenig
    ------------------------
 Name: Debra Koenig
 Its: Executive Vice President

 /s/ Anthony Carroll
----------------------------
 ANTHONY CARROLL

EXHIBIT A

ELECTION TO INCLUDE VALUE OF
RESTRICTED PROPERTY IN GROSS INCOME
IN YEAR OF TRANSFER UNDER CODE SECTION 83(b)

The undersigned (the "TAXPAYER") hereby elects pursuant to Section 83(b) of the Internal Revenue Code to include the restricted property described below in his gross income for the tax year ending December 31, 2004 and supplies the following information in accordance with the regulations promulgated thereunder:

1. THE NAME, ADDRESS AND TAXPAYER IDENTIFICATION NUMBER OF THE TAXPAYER ARE:

Anthony Carroll

Social Security # _______________

2. DESCRIPTION OF PROPERTY WITH RESPECT TO WHICH THE ELECTION IS BEING MADE:

14,295 shares (the "SHARES") of Common Stock, par value $0.0001 per share, of VI Acquisition Corp., a Delaware corporation (the "COMPANY").

3. THE DATE ON WHICH PROPERTY WAS TRANSFERRED IS FEBRUARY 20, 2004.

The taxable year to which this election relates is calendar year 2004.

4. THE NATURE OF THE RESTRICTION(S) TO WHICH THE PROPERTY IS SUBJECT IS:

B. If the Taxpayer ceases to serve as an employee of the Company or a subsidiary, prior to certain specified time periods (the last day of each such period, a "VESTING DATE"), a portion of the Shares will be subject to repurchase by the Company at the amount the Taxpayer paid for the Shares (the "PURCHASE PRICE"). In certain circumstances (termination for cause, or resignation without good reason), the Purchase Price may be lowered to fair market value if that is less than the amount the Taxpayer paid for the Shares. On each specified Vesting Date, a portion of the Shares subject to repurchase at the Purchase Price will lapse and such portion will then be repurchasable at its fair market value in the event the Taxpayer ceases to serve as an employee of the Company (for a reason other than cause or resignation without good reason, in either case in which the Purchase Price may be lowered to the amount the Taxpayer paid for the Shares). On February 20, 2009, which is the last Vesting Date, all Shares then will be repurchasable at their fair market value in the event the Taxpayer ceases to serve as an employee of the Company (for a reason other than cause or resignation without good reason, in either case in which the Purchase Price may be lowered to the amount the Taxpayer paid for the Shares).

5. FAIR MARKET VALUE:

6. AMOUNT PAID FOR PROPERTY:

The amount paid by Taxpayer for said property is $1.00 per Share.

7. FURNISHING STATEMENT TO EMPLOYER:

A copy of this statement has been furnished to the Company.

Dated: February 20, 2004

Anthony Carroll

Exhibit 10.14

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of February 20, 2004, between VI Acquisition Corp., a Delaware corporation (the "Company"), and Debra Koenig ("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 3,575 shares of the Company's Common Stock, par value $.0001 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, 3,575 shares of Common Stock at a price of $1.00 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 $3,575.00.

(c) In connection with the purchase and sale of the Executive Shares pursuant hereto, Executive represents and warrants to the Company that:

(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;

(vii) Executive is a resident of the State of Colorado.

(d) As an inducement for the Company to commit to issue the Executive Shares to Executive, and as a condition thereto, Executive acknowledges and agrees that neither any future issuance of capital stock of the Company to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company, or any Subsidiary of the Company, or affect the right of the Company or any Subsidiary to terminate Executive's employment at any time for any reason, subject to the terms and conditions of the Employment Agreement.

2. Vesting of Shares.

                                                CUMULATIVE PERCENTAGE OF
               DATE                           EXECUTIVE SHARES TO BE VESTED
               ----                           -----------------------------
1st Anniversary of this Agreement                         20%
2nd Anniversary of this Agreement                         40%
3rd Anniversary of this Agreement                         60%
4th Anniversary of this Agreement                         80%
5th Anniversary of this Agreement                         100%