Common use of Bonus and Equity Incentive Compensation Clause in Contracts

Bonus and Equity Incentive Compensation. For each calendar year during the term of this Agreement, the Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of one hundred percent (100%) of his then current base salary pursuant to the Company’s then current Management Incentive Program (“MIP”). As currently constituted the MIP is based upon (i) the Company’s satisfaction of operating objectives specified by the Company’s Board of Directors each year in its sole discretion, and (ii) individual members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by the Company’s Board of Directors in their sole discretion. The Executive acknowledges that Company reserves the right to change the structure of the MIP from time to time, provided that any change will not affect the Executive’s ability to receive an Annual Cash Bonus of up to a target amount of one hundred percent (100%) of the Executive base salary. The Executive shall be paid his Annual Cash Bonus on or about March 1st of the calendar year following the year to which such bonus relates, and in all events on or before March 15th of such year. The parties acknowledge that the determination of the Annual Cash Bonus for the year in which the Executive’s employment terminates (and possibly for the prior year) shall not be known on the date the Executive’s employment terminates, and, if any, shall be paid by Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before March 15th of the calendar year following the calendar year of termination. The Executive acknowledges and agrees that as required under law or Company policy, bonus and equity incentive compensation to the extent received based on erroneous information, is subject to recoupment for a three year period in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.” 5. The following sentence is added to the end of Section 2(D) of the Employment Agreement: “All reimbursements under this Section 2(D) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.” 6. A new section 2(G) is hereby added to the Employment Agreement, to read in its entirety as follows:

Bonus and Equity Incentive Compensation. (i) As soon as practicable following Executive’s commencement of employment with the Company, he shall be paid a one-time, taxable cash bonus of $500,000 (the “Sign On Bonus”). The after-tax portion of the Sign On Bonus (i.e., net of income and employment tax withholding) shall be subject to repayment if the Executive resigns voluntarily (as defined in Section 5A) or is terminated by the Company with Cause (as defined in Section 5B) before his second anniversary with the Company. Repayment shall be made within five (5) business days of the Executive’s last date of employment with the Company. This Sign On Bonus is being granted to help with Executive’s transition of employment from his current company to VSI and is intended to cover any and all such potential costs, including without limitation forfeited equity and expenses related to relocation. No additional payments will be made to Executive under any other Company policy or plan, unless specifically provided for in this Agreement. To the extent permitted by law, the Company may offset any repayment owed by the Executive to the Company pursuant to this Section against any amounts payable to the Executive by the Company at the time that any such repayment is due and owing. The Sign On Bonus will not be included as earnings for calculation of the annual MIP award (defined below) or any other benefit or compensation plan. (ii) For each calendar year during the term of this Agreement, the Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of one hundred percent (100%) of his then current base salary Base Salary pursuant to the Company’s then current Management Incentive Program (“MIP”). Executive’s Annual Cash Bonus for the 2015 calendar year shall be calculated under the MIP based on the Executive’s Base Salary for the portion of the calendar year from the Effective Date through December 31, 2015, and the amount of the Annual Cash Bonus for 2015 will not be less than $230,000. As currently constituted the MIP is based upon (i) the Company’s satisfaction of operating objectives specified by the CompanyParent’s Board of Directors each year in its sole discretion, and (ii) individual members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by the CompanyParent’s Board of Directors in their its sole discretion. The Executive acknowledges that Company the Parent’s Board of Directors reserves the right to change the structure of the MIP from time to time, provided that any change will not affect the Executive’s ability to receive an Annual Cash Bonus of up to a target amount of one hundred percent (100%) of the Executive base salaryExecutive’s Base Salary, in any year after the first calendar year of this Agreement. The Executive shall be paid his Annual Cash Bonus on or about March 1st of the calendar year following the year to which such bonus relates, and in all events on or before March 15th of such year. The parties acknowledge that the determination of the Annual Cash Bonus for the year in which the Executive’s employment terminates (and possibly for the prior year) shall not be known on the date that the Executive’s employment terminates, and, if any, shall be paid by the Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before March 15th of the calendar year following the calendar year to which such Annual Cash Bonus relates. (iii) Executive will be eligible to take part in the Company’s stock incentive program at an amount and form determined by the Parent’s Board of terminationDirectors each year in its sole discretion. Subject to the terms and conditions of the equity plan approved by the Parent’s Board of Directors, Executive will be eligible for an equity grant in 2015 in a target amount of $1,000,000, to be awarded in a form substantially similar to the annual equity grant approved by the Parent’s Board of Directors for other senior executives of the Company. Equity grants are made at the sole discretion of the Parent’s Board of Directors and subject to the terms and conditions of the equity plan and form of grant agreement. (iv) The Executive acknowledges and agrees that as required under law or Company policy, bonus and equity incentive compensation to the extent received based on erroneous information, is are subject to recoupment for a three year period in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.” 5. The following sentence is added to the end of Section 2(D) of the Employment Agreement: “All reimbursements under this Section 2(D) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.” 6. A new section 2(G) is hereby added to the Employment Agreement, to read in its entirety as follows:

Bonus and Equity Incentive Compensation. For each calendar year during the term of this Agreement, the Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of one hundred seventy percent (10070%) of his then current base salary pursuant to the Company’s then current Management Incentive Program (“MIP”). As currently constituted the MIP is based upon (i) the Company’s satisfaction of operating objectives specified by the Company’s Board of Directors each year in its sole discretion, and (ii) individual members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by the Company’s Board of Directors and Chief Executive Officer in their sole discretion. The Executive acknowledges that the Company reserves the right to change the structure of the MIP from time to time, provided that any change will not affect the Executive’s ability to receive an Annual Cash Bonus of up to a target amount of one hundred seventy percent (10070%) of the Executive Executive’s base salary. The Executive shall be paid his Annual Cash Bonus on or about before March 1st of the calendar year following the year to which such bonus relates, and but in all events on or before March 15th of such year. The parties acknowledge that the determination of the Annual Cash Bonus for the year in which the Executive’s employment terminates (and possibly for the prior year) shall not be known on the date the Executive’s employment terminates, and, if any, shall be paid by the Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before March 15th of the calendar year following the calendar year of termination. The Executive acknowledges and agrees that as required under law or Company policy, bonus and equity incentive compensation to the extent received based on erroneous information, is subject to recoupment for a three year period in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.” 5. The following sentence is added to the end of Section 2(D) of the Employment Agreement: “All reimbursements under this Section 2(D) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.” 6. A new section 2(G2(F) is hereby added to the Employment Agreement, to read in its entirety as follows:

Bonus and Equity Incentive Compensation. For Effective April 4, 2011, each calendar year during the term of this Agreement, the Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of one hundred seventy percent (10070%) of his then current base salary pursuant to the Company’s then current Management Incentive Program (“MIP”). As currently constituted the MIP is based upon (i) the Company’s satisfaction of operating objectives specified by the Company’s Board of Directors each year in its sole discretion, and (ii) individual members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by the Company’s Board of Directors and Chief Executive Officer in their sole discretion. The Executive acknowledges that Company reserves the right to change the structure of the MIP from time to time, provided that any change will not affect the Executive’s ability to receive an Annual Cash Bonus of up to a target amount of one hundred seventy percent (10070%) of the Executive base salary. The Executive shall be paid his Annual Cash Bonus on or about March 1st of the calendar year following the year to which such bonus relates, and in all events on or but before March 15th the end of such calendar year. The parties acknowledge that the determination of the Annual Cash Bonus for the year in which the Executive’s employment terminates (and possibly for the prior year) shall not be known on the date the Executive’s employment terminates, and, if any, shall be paid by Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before after March 15th 1st of the calendar year following the calendar year of termination, but before the end of such calendar year. The As promptly as practicable after April 4, 2011, but in all events no later than 15 days after the Effective Date, Parent shall issue to the Executive restricted shares Parent common stock (“Restricted Shares”) under the Parent 2009 Equity Incentive Plan (the “Plan”) worth $1,000,000. Such Restricted Shares shall (i) subject to earlier vesting as provided in the Plan or the Restricted Stock Award Agreement, vest 50% on the third anniversary of the Award and the remaining 50% shall vest on the fourth anniversary of the Award, and (ii) to the extent not inconsistent with this Agreement or the Restricted Stock Award Agreement, be subject to all terms and conditions of the Plan. In addition, on the same above date of award, Parent shall grant Executive options to purchase shares of Parent Common Stock (“Options”) under the Plan with an aggregate Black Scholes Model value of $450,000. These 2011 Options shall be 50% pure time vested and 50% time vested together with performance vesting hurdles as determined by the Compensation Committee of the Board of Directors. In fiscal year 2012, Executive will be eligible for a target equity grant estimated at $700,000, subject to the recommendation by the Compensation Committee and approval of the Board of Directors and comprised as follows: (i) 75% in Options, 50% of which will be pure time vested Options and 50% will be time vested together with performance vesting hurdles as determined by the Compensation Committee of the Board of Directors, and (ii) 25% in Restricted Shares which shall, subject to earlier vesting as provided in the Plan or the Restricted Stock Award Agreement, vest 50% on the third anniversary of the Award and the remaining 50% shall vest on the fourth anniversary of the Award. Each of the Options described in this section shall: (i) have a strike price not less than the Fair Market Value of the Common Stock on the Date of Grant, (ii) subject to earlier vesting as provided in the Plan or the Stock Option Agreement, vest 25% per year on the annual anniversary of the Date of Grant, over a four (4) year vesting period, (iii) expire on the tenth anniversary of the date of grant, and (iv) to the extent not inconsistent with this Agreement or the Stock Option Agreement, be subject to all terms and conditions of the Plan. Executive acknowledges and agrees that as required under law or Company policy, bonus and equity incentive compensation to the extent received based on erroneous information, is would be subject to recoupment for a three year period in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.” 54. The following sentence is added to the end of Section 2(D) of the Employment Agreement: “All reimbursements under this Section 2(D) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.” 6. A new section 2(G) 11 is hereby added to the Employment Agreement, to read amended and restated in its entirety as follows: