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Exhibit 10.2
February 1, 2007
Dear Alan:
We have agreed that you resign from all your positions with
ProQuest Company and its affiliates (collectively, the "Company")
effective January 30, 2007. This letter sets forth the
separation agreement (the "Agreement") that the Company is offering
to you in consideration for your release and waiver contained
herein and the other covenants on your part that are set forth
below.
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1.
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Separation and Payments
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(a) Your last day of employment with the Company
and your employment termination date was January 30, 2007 (the
"Separation Date").
(b) You hereby confirm your resignation effective
January 30, 2007 from your position as Chairman of the Board,
President, Chief Executive Officer and director of the Company as
well as from any other offices and positions you hold with the
Company and with any affiliated entities, all such resignations to
be effective on the Separation Date. You agree to cooperate fully,
at the Company’s request, to promptly sign and execute all
documents and to do all such deeds, acts and things as the Company
may reasonably request, which may be necessary or appropriate to
effectuate the termination of your employment and affiliation with
the Company, its affiliated entities and their respective employee
benefit plans.
(c) The Company will pay you all of your accrued salary and all
accrued and unused vacation earned through the Separation Date. You
will be entitled to the Supplemental Executive Retirement Plan
contribution for 2006 but no bonus of any kind will be paid to you
for your service in 2006 or in 2007.
(d) In consideration for the release and waiver which are
contained herein and for your other covenants contained in this
Agreement and subject to subparagraphs (e),(f) and (g) of this
Paragraph 1, the Company will:
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(i)
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provide 24 months of base salary ($56,250 per
month) designed to be payable over the 24 months after your
Separation Date; provided however no such payments shall be made if
the sale of ProQuest Information & Learning does not occur
by March 31, 2007 with no material change from the terms set
forth in the Subscription Agreement and Plan of Merger by and among
ProQuest Company, ProQuest Information and Learning
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Alan W. Aldworth
February 1, 2007
Page 2
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Company, ProQuest Canada/U/K Holdings, LLC, and
I&L Holdings, Inc., I&L Operating LLC, Cambridge Scientific
Abstracts, Limited Partnership, dated as of December 14, 2006;
and
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(ii)
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Subject to your continued co-payment of premiums,
continued participation for two years in all medical, dental and
vision plans which cover you (and eligible dependents) upon the
same terms and conditions (except for the requirements of your
continued employment) in effect for active employees of the
Company. If you obtain other employment that offers substantially
similar or improved benefits, as to any particular medical, dental
or vision plan, such continuation of coverage by the Company for
such similar or improved benefit under such plan under this
Paragraph 1(d)(ii) shall immediately cease. The continuation of
health benefits under this subparagraph shall reduce and count
against your rights under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended. To the extent that such
post-employment coverage cannot be provided under any such plan,
the Company, at its election, will either (i) arrange to make
available to you coverage through an insured arrangement that
provides benefits substantially similar and on the same terms and
conditions to those provided under such plan, or (ii) pay such
benefits as described in (i) above directly. The obligations
of the Company to provide any alternative coverage described in the
preceding sentence are expressly conditional on you taking all
reasonable actions and providing all reasonable information, as the
Company shall request, as is necessary for it to fulfill such
obligations.
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(e) The Company will make no payments of money in
the form of salary, bonus, or otherwise, no benefit contributions,
no transfer of stock or other thing of value except as provided in
subparagraphs (c) and (d) above, and the Company will not
continue to provide or pay for any perquisites of any kind after
the Separation Date.
(f) Notwithstanding anything herein to the contrary, if any
payments under this Agreement which otherwise would be made
pursuant to this Agreement either alone or together with any other
payments to you would constitute a "parachute payment" (as defined
in Section 280G(b)(2) of the Internal Revenue Code of 1986, as
amended) ("Parachute Payment"), then the payments under this
Agreement shall be reduced to the extent necessary such that they
do not constitute Parachute Payments.
(g) Notwithstanding anything herein to the contrary, no payments
shall be made pursuant to Paragraph 1(d) until payment in full in
cash of the Secured Obligations under, and as defined in, the
Waiver and Omnibus Amendment Agreement dated as of May 2, 2006
(as amended, supplemented or otherwise modified from time to time),
among ProQuest Company, certain of its subsidiaries, the lenders
thereunder and LaSalle Bank Midwest National Association, as
collateral agent ("Loan Repayment Date"). Within 10 business days
after the Loan Repayment Date, the Company shall deposit the
aggregate amount of payments not yet made pursuant to Paragraph
1(d)(i) into a rabbi trust with a third party financial institution
for
Alan W. Aldworth
February 1, 2007
Page 3
purposes of funding such payments; provided,
however, that the Company shall remain liable for your payments
under this Agreement if at any time assets in the rabbi trust are
insufficient to cover your payments, or if for any reason the rabbi
trust is otherwise unable to distribute your payments.
(h) If any payment or benefit permitted or required under this
Agreement is reasonably determined by either party to be subject
for any reason to a material risk of additional tax under
Section 409A(a)(1)(B) of the Code when final regulations are
issued thereunder, then you and the Company shall promptly agree in
good faith on appropriate provisions to avoid such risk without
materially changing the economic value of this Agreement to either
party; provided, however, nothing in this Paragraph 1(h) shall
delay the commencement of payments pursuant to Paragraph 1(d), and
both parties agree that if necessary, but only to the extent
necessary, to prevent taxation under Section 409A(a)(1)(B) of
the Code, and permitted under final 409A regulations, the
applicable portion of your 2008 and 2009 payments that would
subject you to taxation under Section 409A(a)(1)(B) shall be
paid prior to March 15, 2008.
(i) Within 10 business days after the expiration of the
revocation period set forth in Paragraph 6, the Company will pay
reasonable attorney fees incurred by you in connection with the
negotiation and execution of this Agreement.
This Agreement supersedes the ProQuest Company
Separation Benefits Plan (the "Separation Plan") and any other plan
or agreement that may provide separation pay or benefits and
extinguishes any rights you have thereunder.
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3.
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Other Compensation or Benefits
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You acknowledge that, except as expressly
provided in this Agreement, you will not earn or receive any
additional compensation, severance or benefits after the Separation
Date. By signing this Agreement, you specifically acknowledge that
the payments and benefits payable under this Agreement are in lieu
of any benefits under the Separation Plan.
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4.
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Return of Company Property
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On or before the Separation Date, you agree to
return to the Company all documents that you have had in your
possession acquired during the course of your employment (and all
copies thereof) and other Company property which you have had in
your possession at any time, including, but not limited to, Company
files, notes, drawings, records, plans, forecasts, reports,
studies, analyses, proposals, agreements, financial information,
research and development information, sales and marketing
information, operational and personnel information, specifications,
code, software, databases, computer-recorded information, tangible
property and equipment (including, but not limited to, computers,
facsimile machines, Blackberrys, PDAs, mobile telephones and
servers), credit cards, entry cards, identification badges and
keys; and any materials of any kind which contain or embody any
proprietary or confidential information of the Company (and all
reproductions thereof in whole or in part). If you have used any
personal
Alan W. Aldworth
February 1, 2007
Page 4
computer, server, or e-mail system to receive,
store, review, prepare or transmit any Company confidential or
proprietary data, materials or information, you agree to provide
the Company with a computer-useable copy of such information and
th
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