This excerpt taken from the VCI DEF 14A filed Mar 23, 2009.
Participation by Executive Officers
Our Board of Directors believes it is in our and our stockholders best interests to permit executive officers to participate because the new stock options granted in the Option Exchange Program will likely provide much stronger incentives than the existing stock options to remain in our service during these challenging economic times and to take actions that drive revenue growth, profitability and our other business objectives, and thereby create stockholder value. Additionally, our executive officers may be subject to competing offers of employment with new attractive long-term incentive opportunities while our grants are underwater without any material retention or incentive value. The Option Exchange Program will require an additional year of service for any stock options that have already vested and an additional two years of service for any unvested stock options, thereby providing an opportunity to participate in future stockholder value creation through appreciation in our stock price.