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NON-DISCLOSURE, NON-SOLICITATION
AND NON-COMPETITION AGREEMENT
This Non-Compete Agreement is made by and among Randy Best
("Best"),
ProQuest Company (the "Company") and Voyager Expanded Learning,
Inc. ("Voyager")
simultaneously with the execution and delivery of a consulting
agreement between
the parties dated December 13, 2004 (the "Consulting
Agreement").
WHEREAS, Best is currently employed by Voyager as its Chief
Executive
Officer and holds shares of Voyager's Common Stock (the "Voyager
Stock").
WHEREAS, pursuant to an Agreement and Plan of Merger dated as
of
December 13, 2004 ("Merger Agreement"), Voyager will be merged
with VEL
Acquisition Corp., a Texas corporation ("Merger Sub"), which is
an indirect
subsidiary of the Company.
WHEREAS, upon the completion of the merger, the parties desire
to
terminate Best's employment relationship with Voyager and to
enter into a
consulting relationship with the Company and Voyager upon the
terms and
conditions set forth in the Consulting Agreement and to bind
Best to certain
restrictive covenants in favor of the Company and Voyager as set
forth in this
Non-Disclosure, Non-Solicitation and Non-Competition Agreement
(the "Non-Compete
Agreement").
NOW, THEREFORE, in consideration of the mutual premises and
agreements
contained herein, and intending to be legally bound hereby, the
parties agree as
follows:
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1. The execution and delivery of this Non-Compete Agreement and
the
Consulting Agreement is a precondition to the merger of Voyager
with the
Merger Sub in accordance with the Merger Agreement. This
Non-Compete
Agreement shall only become effective at the "Effective Time,"
as defined
in the Merger Agreement (the "Effective Date"). In the event
that the
merger does not close by such time as contemplated by the
Merger
Agreement, the Non-Compete Agreement shall terminate and become
void.
2. Best and the Company acknowledge and agree that this
Non-Compete
Agreement is ancillary to the Merger Agreement and the
Consulting
Agreement to the fullest extent permitted under Texas Business
and
Commercial Code 15.50-.52, and is intended to be enforceable to
the
fullest extent of Texas law, which the parties agree shall
govern.
3. Best acknowledges that he has been exposed to, and has
knowledge of
certain trade secrets and confidential business information
owned by
Voyager as a result of his employment with Voyager Additionally,
the
Company and Voyager will provide Best with trade secrets and
confidential
business information of the Company, Voyager and their
affiliates in the
future as a result of his performing services under the
Consulting
Agreement and, to the extent that he becomes a member of the
Board of
Directors of the Company, his duties as a director
(collectively, the
"Confidential Information").
4. Best agrees that he will not disclose the Confidential
Information or use
it in any way, except on behalf of the Company and Voyager,
whether or
not such Confidential Information is produced by Best's own
efforts. Best
further agrees, upon termination of the Consulting Agreement,
promptly to
deliver to the Company all Confidential Information, whether or
not such
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Confidential Information is produced by Best's own efforts, and
to
refrain from making, retaining or distributing copies
thereof.
5. Best agrees that, during the term of the Consulting Agreement
and for a
period of three (3) years after the Effective Date, he will not,
directly
or indirectly (including but not limited through R. Best
Associates,
Inc., a subsidiary of R. Best Associates, Inc. or an entity in
which
Best, R. Best Associates, Inc. or a subsidiary of R. Best
Associates,
Inc. is a controlling stakeholder), engage or participate in:
(i) any
capacity, anywhere in the United States, for or on behalf of any
person
or entity that is engaged in a business that is Competitive to
the
business operated by Voyager or in which Voyager has currently
planned to
engage; (ii) recruiting or soliciting any person to leave his or
her
employment with the Company or Voyager; and (iii) hiring or
engaging any
person who is or was an employee of Voyager from Closing through
and
including the time of such hiring or engagement.
6. For purposes of determining whether
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