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Exhibit 10.25
Mr. Kenneth L.
Keymer
1065 Charles Towne
Square
Atlanta, Georgia
30328
Dear Ken:
We
are pleased that you will be joining the Board of Directors (the
“ Board ”) of VI Acquisition Corp. (the “
Company ”). The purpose of this letter is to
confirm the terms of the compensation you will receive in exchange
for your service on the Board.
Annual
Fee : You will be paid a
fee of $20,000 per annum in exchange for your services. These
fees will be earned and payable in substantially equal quarterly
installments for so long as you serve on the Board.
Stock
Purchase : Pursuant to a
Management Agreement to be executed by you and the Company, you
will purchase shares of common stock of the Company. These
shares will be subject to certain vesting, repurchase and other
obligations and restrictions as set forth in the Management
Agreement and in the Company’s Stockholders’ Agreement,
to which you will also become a party.
Expenses
: The Company agrees
to reimburse you for your reasonable out of pocket expenses
incurred in the performance of your services as a Board
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