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PREHEAT oven to 250°F.
SPRAY large shallow roasting pan with cooking spray.
Add popcorn and place in oven while preparing glaze.
COMBINE brown sugar, corn syrup, butter and salt in a heavy 2-quart saucepan.
BRING to a boil over medium heat while stirring constantly. Boil 5 minutes without stirring. Remove from heat. Stir in baking soda and vanilla and mix well. Pour syrup over warm popcorn, stirring to coat well.
BAKE for 45 minutes, stirring occasionally. Remove from oven and spread on foil that has been sprayed with cooking spray. Cool; break apart. Store in tightly covered container.
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