(c) While employed by ProQuest and thereafter, you shall reasonably cooperate withProQuest and its affiliates in any internal investigation, any administrative regulatoryor judicial investigation or proceeding or any dispute with a third party as reasonablyrequested by ProQuest (including, without limitation, you being available to ProQuestupon reasonable notice and at reasonable times for interviews and factualinvestigations, appearing at ProQuest request uponreasonable notice and at reasonable times to give testimony without requiring service of asubpoena or other legal process, delivering to ProQuest requested information and relevantdocuments which are or may come into your possession, all at times and on schedules that arereasonably consistent with your other permitted activities and commitments). The obligations underthis Section 3(c) shall survive expiration of this Agreement. If your cooperation under Section3(c) is requested after you terminate employment, ProQuest shall (i) reimburse you for allreasonable travel expenses and other reasonable out-of-pocket expenses upon submission of receiptsand (ii) reimburse you for all reasonable fees and expenses, incurred by you in connection withany such investigation or proceeding.4. Confidentiality.You agree that you will keep strictly confidential and will not disclose, directly orindirectly, any document or information related to ProQuest, or its affiliates (including allproprietary, confidential, or trade secret information that you have in your possession or ofwhich you are or may become aware) except as directed by ProQuest. You further agree that you willnot make any statement nor take any action which might adversely reflect upon ProQuest, itsaffiliates or their respective officers, directors or employees. The obligations under thisSection 4 shall survive expiration of this Agreement and shall be in addition to all otherexisting confidentiality obligations.5. Guaranteed Minimum Bonus for 2006.You will be receiving separately a letter setting forth your 2006 target bonus opportunityand your performance goals. If you remain employed with ProQuest through December 31,2006, your bonus for fiscal year 2006 shall not be less than 75% of your 2006 target bonusopportunity (“Guaranteed Minimum Bonus”), Notwithstanding the foregoing, if there is a Change ofControl other than an Asset Sale (as defined in Exhibit A) before December 31, 2006, then you shallbe entitled to a bonus not less than a pro-rata portion of the Guaranteed Minimum Bonus (based onthe number of days you remained employed in 2006 prior to the Change of Control) provided that:(1) you remain actively employed with ProQuest from the date of this Agreement until the end of 90days immediately following the Change of Control (the “Retention Period”), except to the extentyour employment is terminated hereunder in such a manner that you become entitled to EnhancedSeverance Benefits under Section 6 below, and (2) you otherwise fulfill your duties and obligationsunder this Agreement. Payment of any Guaranteed Minimum Bonus amount in the event of a Change ofControl shall be paid to you in cash, within thirty (30) calendar days after a Change of Control,but not later than March 31,2007, subject to the withholding of applicable taxes and deductions.
 
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6. Eligibility to Receive Enhanced Severance Benefits.(a) ProQuest shall pay or cause the buyer to pay Enhanced Severance Benefits setforth in Exhibit B if your employment is terminated by ProQuest without Cause (as defined inSection 6(c) below) or by you for Good Reason (as defined in Section 6(d) below) during the Term.(b) EnhancedSeverance Benefits shall be in lieu of any severance you would have beenotherwise eligible for under the terms of any other severance plan or arrangement, including butnot limited to the ProQuest Company Separation Benefits Plan and will be subject to completion ofa general release as set forth in Exhibit C and the withholding of applicable taxes anddeductions. The Enhanced Severance Benefits will commence as soon as reasonably practical afterthe termination of the revocation period set forth in the release agreement.(c) “Cause” for purposes of this Agreement shall mean the termination of your employment byreason of:(i) an act of fraud, embezzlement or theft in connection with your duties or in thecourse of your employment;(ii) unreasonable neglect or refusal by you to perform your material duties(other than as a result of illness, accident or other physical or mental incapacity),provided that: 1. a demand for performance of services has beendelivered to you at least sixty days prior to such terminationidentifying the manner in which ProQuest believes that you failed toperform; and  2. you thereafter failed to remedy such failure to perform;(iii) you engage in willful, reckless, or grossly negligent misconduct which is or maybe materially injurious to ProQuest, the buyer or their respective affiliates;(iv) your conviction of or plea of guilty or nolo contendere to, a felony; or(v) your failure to cooperate in good faith with an investigation of ProQuest or itsaffiliates or their respective directors, officers or employees, if ProQuest has requestedyour cooperation.(d) “Good Reason” shall mean (a) for periods prior to a Change of Control, therelocation of your principal office location more than 50 miles from its location immediatelybefore the Change of Control, and (b) for a period of one year after the Change of Control,the relocation of your principal office location more than 50 miles from its location immediatelybefore the Change of Control or a material reduction in the aggregate dollar amount of eitheryour base salary or your target bonus opportunity, unless you specifically agree in writingthatsuch events shall not be Good Reason (regardless of whether any other reason, other thanCause,for such termination exists or has occurred).7. Relation to Other Plans, Agreements and Arrangements.This Agreement forms the entire agreement between the parties hereto with respect to thesubject matter contained in this Agreement and, except as otherwise provided herein, shallsupersede all prior agreements, promises and representations regarding the payments or any othermatter set forth in this Agreement.
 
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8. Amendment; Waiver.The provisions of this Agreement may be amended or waived only by a written agreement executedand delivered by ProQuest’s President and you. A waiver of any term, covenant or conditioncontained in this Agreement shall not be deemed a waiver of any other term, covenant or condition,and any waiver of any default in any such term, covenant or condition shall not be deemed a waiverof any later default thereof.9. Taxes.The parties agree to modify this Agreement, the timing (but not the amount) of the severancepayments, or both to the extent necessary to comply with Section 409A of the Internal Revenue Codeof 1986, as amended (the “Code”), Notwithstanding any other provision of this Agreement to thecontrary, the aggregate amount of compensation or benefits payable by ProQuest or its affiliates toyou pursuant to this Agreement or otherwise shall be reduced to the maximum amount that can be soprovided without any portion of such compensation and benefits being subject to any excise taximposed by Section 4999 of the Code. If a reduction is required under this Section, then ProQuestshall first reduce your taxable cash-based benefits under this Agreement, and then, if necessary,your equity-based compensation (based on the value of such equity-based compensation as a parachutepayment under Section 280G of the Code).10. Company Right to Recover Payments under This Agreement.You hereby agree that, if it is ever determined by ProQuest that any action or inaction by youconstituted misconduct, breach of fiduciary duty to ProQuest, fraud, or grounds for termination forCause, then ProQuest may recover all of any award or payment made to you pursuant to thisAgreement, and you agree to repay and return any such award or payment to ProQuest. ProQuest may,in its sole discretion, affect any such recovery by (i) obtaining repayment directly from you; (ii)setting off the amount owed to it against any amount or award that would otherwise be payable byProQuest to you, or (iii) any combination of (i) and (ii) above.11. Severability.If any court or governmental authority declares one or more parts of this Agreement to beunlawful or invalid, such unlawfulness or invalidity shall not invalidate any part of thisAgreement not declared to be unlawful or invalid. Any part so declared to be unlawful or invalidshall, if possible, be construed in a manner that will give effect to the terms of such part tothe fullest extent possible while remaining lawful and valid.12. Descriptive Headings.The descriptive headings of this Agreement are inserted for convenience only and do notconstitute a part of this Agreement.
 
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13. Notices.All notices hereunder shall be in writing and delivered by hand, by nationally-recognizeddelivery service that guarantees overnight delivery, or by first-class, registered or certifiedmail, return receipt requested, postage prepaid, addressed as follows:   If to ProQuest, to: ProQuest Company  789 Eisenhower Parkway