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 whe
