February __, 2007
David Prichard
1764 Stonebridge Drive S.
Ann Arbor, Michigan 48108
Dear Skip:
This letter sets forth the terms and
conditions regarding your transfer of employment from ProQuest
Information and Learning Company (“I&L”) to
ProQuest Company (“ProQuest”) effective upon
ProQuest’s sale of I&L to Cambridge Information Group
(the “I&L Sale”) and the additional compensation
that ProQuest’s Compensation Committee approved for you on
February 6, 2007. For purposes of this letter, the
“Company” refers to ProQuest and its subsidiaries and
affiliates.
1.
Transfer to ProQuest after the I&L Sale . You will be
removed from your current assignment with I&L and from any
office or other fiduciary position you currently hold in respect of
your employment with I&L upon the I&L Sale. Immediately
thereafter, you will be a regular full time employee of ProQuest.
By signing this letter, you commit to remaining employed with
ProQuest during the 60 day period immediately following the I&L
Sale (the “Transition Period”) and acknowledge that
this transfer of employment does not entitle you to any form of
severance benefits under your letter agreement with I&L dated
August 7, 2006 (the “Executive Letter”) or otherwise.
You will handle special projects as assigned and directed by
ProQuest’s Chief Executive Officer during the Transition
Period. You agree to diligently perform all of your duties and
responsibilities and to continue to serve the Company in a fully
professional and competent manner during the Transition Period. You
also agree not to take more than 5 vacation days during the
Transition Period. If at any time ProQuest determines that you are
not in compliance with your obligations to ProQuest, it will
provide you written notice
within 5 days of such default and
you shall have 5 business days to cure such default. In no case
shall a default be identified in the final 5 days of the 60 day
Transition Period.
2.
Compensation During the Transition Period . You will be paid
a salary at the rate of $44,233 per month, payable in accordance
with ProQuest’s normal payroll cycle, during the Transition
Period. You will be not be eligible to accrue any additional
amounts under the Company’s employee benefit and compensation
plans, arrangements, policies and practices (including but not
limited to vacation time) during the Transition Period except as
follows:
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(a)
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your coverage under the broad-based
general employee benefit programs you have elected for 2007 will
continue at normal contribution rates for yourself and your
eligible dependents through the Transition Period subject to plan
terms;
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(b)
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any 401(k) deferral election will
remain in effect through the Transition Period, but you will not be
eligible for additional company matching contributions.
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3.
Eligibility to Receive Enhanced Severance under the Executive
Letter after the Transition Period . You will be treated as
having terminated your employment for “Good Reason”
following a “Change of Control of the Company,” as each
such term is defined under the Executive Letter, immediately after
you remain employed with and fulfill your duties to the Company
throughout the Transition Period. The “Enhanced Severance
Benefits” payable under Section 5 of the Executive Letter
(subject to signing a release substantially in the form attached
hereto as Exhibit C) consist of the following:
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(a)
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a single lump sum payment of
$600,000, which represents two times your current base salary
(i.e., 2 times $300,000) under Section 5(a)(i) of the Executive
Letter, within 5 business days after expiration of the
release’s revocation period; and
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(b)
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continued coverage in the
Company’s group health insurance plan at normal contribution
rates for yourself and your eligible dependents for two years after
your employment termination date under the terms and conditions set
forth in Section 5(b) of the Executive Letter.
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ProQuest shall contribute to its
existing rabbi trust with Wachovia the cash severance amount of
$600,000 described in Section 3(a) above within five business days
after the I&L Sale. You shall then be entitled to payment of
$600,000 directly from Wachovia if you remain employed with and
fulfill your duties to the Company during the Transition
Period.
You shall then also be entitled to
payment from the Company of your accrued but unused vacation pay
($23,654 as of this letter) as described under Section 5(a)(ii) of
the Executive Letter, reduced by each vacation day you take during
the 60 day Transition Period.
4.
Eligibility to Receive Additional Compensation after Leaving
ProQuest . In addition to the Enhanced Severance Benefits as
described above, you will be entitled to the following additional
compensation if you remain employed with and fulfill your duties to
the Company during the Transition Period:
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(a)
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a single lump sum of $52,603
approved by the Compensation Committee on February 6, 2007, which
represents $29,589 in lieu of any 2007 SERP contribution and
$23,014 in lieu of a 2007 bonus; and
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(b)
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a single lump sum of $1,230,000 in
lieu of issuing restricted stock to you under Section 3 of the
Executive Letter as per the terms and conditions of your Restricted
Stock Termination Agreement with ProQuest dated January 23,
2007.
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The amounts described in
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