Exhibit 10.54





Exhibit 10.54




CHANGE
OF CONTROL AND RETENTION AGREEMENT




This Change of Control and Retention Agreement (“Agreement”) is entered into by and
between David Asai and ProQuest Company (“ProQuest”) effective as of November 30, 2006
(“Effective Date”).



1. Purpose.



This Agreement is being provided to you because you are a key employee who performs
important, specialized or leadership duties that are critical to ProQuest. ProQuest
wishes to retain you during a period where it will need to make restructuring decisions
in order to enhance the profitability of its business or may consider strategic
alternatives. This Agreement is intended to enhance your job-related security so that you
may assist ProQuest in accomplishing this objective. This Agreement provides for (a) a
Guaranteed Minimum Bonus (as defined in Section 5 below) and (b) Enhanced Severance
Benefits (as set forth in Section 6 below) if your employment is terminated under certain
circumstances.



2. Term.



The term (the “Term”) of this Agreement shall commence on the Effective Date and end
on December 31, 2008 (“Termination Date”); provided, however, should a Change of Control
occur at any time prior to the Termination Date, all provisions of this Agreement shall
apply and continue in full force and effect for an additional 12 months and until all
obligations hereunder shall have been finally discharged in full by the parties. This
Agreement shall terminate if no Change of Control occurs on or before the Termination
Date. No provision of this Agreement shall be deemed to restrict any rights of ProQuest
to sell, transfer or otherwise dispose of any line of business or any part thereof on
such terms and conditions as ProQuest, in its sole discretion, deems appropriate. “A
Change of Control” for purposes of this Agreement shall have the meaning as defined in
Exhibit A.



3. Additional Employee Responsibilities.



(a) In addition to fulfilling current job responsibilities, you agree to cooperate
fully with ProQuest and its investment bankers, attorneys, accountants and advisors in
connection with any efforts to complete the restatement and related investigation or a
sale of any ProQuest business to any prospective buyer.



(b) If you are offered an opportunity to receive employment, an equity interest or
any other consideration from a prospective buyer during the Term hereof, by signing this
Agreement you agree to keep ProQuest advised of your negotiations with the prospective
buyer and to accept any such offer prior to any sale only with the advanced written
permission of ProQuest.


 


 









 





(c) While employed by ProQuest and thereafter, you shall reasonably cooperate with
ProQuest and its affiliates in any internal investigation, any administrative regulatory
or judicial investigation or proceeding or any dispute with a third party as reasonably
requested by ProQuest (including, without limitation, you being available to ProQuest
upon reasonable notice and at reasonable times for interviews and factual
investigations, appearing at ProQuest request upon
reasonable notice and at reasonable times to give testimony without requiring service of a
subpoena or other legal process, delivering to ProQuest requested information and relevant
documents which are or may come into your possession, all at times and on schedules that are
reasonably consistent with your other permitted activities and commitments). The obligations under
this Section 3(c) shall survive expiration of this Agreement. If your cooperation under Section
3(c) is requested after you terminate employment, ProQuest shall (i) reimburse you for all
reasonable travel expenses and other reasonable out-of-pocket expenses upon submission of receipts
and (ii) reimburse you for all reasonable fees and expenses, incurred by you in connection with
any such investigation or proceeding.



4. Confidentiality.



You agree that you will keep strictly confidential and will not disclose, directly or
indirectly, any document or information related to ProQuest, or its affiliates (including all
proprietary, confidential, or trade secret information that you have in your possession or of
which you are or may become aware) except as directed by ProQuest. You further agree that you will
not make any statement nor take any action which might adversely reflect upon ProQuest, its
affiliates or their respective officers, directors or employees. The obligations under this
Section 4 shall survive expiration of this Agreement and shall be in addition to all other
existing confidentiality obligations.



5. Guaranteed Minimum Bonus for 2006.



You will be receiving separately a letter setting forth your 2006 target bonus opportunity
and 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 bonus
opportunity (“Guaranteed Minimum Bonus”), Notwithstanding the foregoing, if there is a Change of
Control other than an Asset Sale (as defined in Exhibit A) before December 31, 2006, then you shall
be entitled to a bonus not less than a pro-rata portion of the Guaranteed Minimum Bonus (based on
the 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 90
days immediately following the Change of Control (the “Retention Period”), except to the extent
your employment is terminated hereunder in such a manner that you become entitled to Enhanced
Severance Benefits under Section 6 below, and (2) you otherwise fulfill your duties and obligations
under this Agreement. Payment of any Guaranteed Minimum Bonus amount in the event of a Change of
Control 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 set
forth in Exhibit B if your employment is terminated by ProQuest without Cause (as defined in
Section 6(c) below) or by you for Good Reason (as defined in Section 6(d) below) during the Term.



(b) Enhanced
Severance Benefits shall be in lieu of any severance you would have been
otherwise eligible for under the terms of any other severance plan or arrangement, including but
not limited to the ProQuest Company Separation Benefits Plan and will be subject to completion of
a general release as set forth in Exhibit C and the withholding of applicable taxes and
deductions. The Enhanced Severance Benefits will commence as soon as reasonably practical after
the 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 by
reason of:




(i) an act of fraud, embezzlement or theft in connection with your duties or in the
course 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 been
delivered to you at least sixty days prior to such termination
identifying the manner in which ProQuest believes that you failed to
perform; and

	 
	 	2.	 	you thereafter failed to remedy such failure to perform;







(iii) you engage in willful, reckless, or grossly negligent misconduct which is or may
be 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 its
affiliates or their respective directors, officers or employees, if ProQuest has requested
your cooperation.



(d) “Good Reason” shall mean (a) for periods prior to a Change of Control, the
relocation of your principal office location more than 50 miles from its location immediately
before 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 immediately
before the Change of Control or a material reduction in the aggregate dollar amount of either
your base salary or your target bonus opportunity, unless you specifically agree in writing
that
such events shall not be Good Reason (regardless of whether any other reason, other than
Cause,
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 the
subject matter contained in this Agreement and, except as otherwise provided herein, shall
supersede all prior agreements, promises and representations regarding the payments or any other
matter 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 executed
and delivered by ProQuest’s President and you. A waiver of any term, covenant or condition
contained 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 waiver
of any later default thereof.



9. Taxes.




The parties agree to modify this Agreement, the timing (but not the amount) of the severance
payments, or both to the extent necessary to comply with Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), Notwithstanding any other provision of this Agreement to the
contrary, the aggregate amount of compensation or benefits payable by ProQuest or its affiliates to
you pursuant to this Agreement or otherwise shall be reduced to the maximum amount that can be so
provided without any portion of such compensation and benefits being subject to any excise tax
imposed by Section 4999 of the Code. If a reduction is required under this Section, then ProQuest
shall 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 parachute
payment 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 you
constituted misconduct, breach of fiduciary duty to ProQuest, fraud, or grounds for termination for
Cause, then ProQuest may recover all of any award or payment made to you pursuant to this
Agreement, 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 by
ProQuest 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 be
unlawful or invalid, such unlawfulness or invalidity shall not invalidate any part of this
Agreement not declared to be unlawful or invalid. Any part so declared to be unlawful or invalid
shall, if possible, be construed in a manner that will give effect to the terms of such part to
the fullest extent possible while remaining lawful and valid.



12. Descriptive Headings.



The descriptive headings of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.




 


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13. Notices.



All notices hereunder shall be in writing and delivered by hand, by nationally-recognized
delivery service that guarantees overnight delivery, or by first-class, registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:



	 	 	 
	If to ProQuest, to:

	 	ProQuest Company
	 

	 	789 Eisenhower Parkway 
P.O.
Box 1346 
Ann Arbor, MI
48106
 Attention: General
Counsel
	 
	 	 
	If to you, to:

	 	Your last known address on file with
	 

	 	ProQuest






Either party may from time to time designate a new address by notice given in accordance with this
Section 13. Notice shall be effective when actually received by the addressee.



14. Construction.



The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rule of strict construction will be applied against any
party. Any reference to any federal, state, local or foreign statute or law will be deemed also to
refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.
The use of the word “including” in this Agreement means “including without limitation” and is
intended by the parties to be by way of example rather than limitation.



15. Successors.




This Agreement shall be binding upon any successor or assign of ProQuest, including any entity
that (whether directly or indirectly, by purchase, merger, reorganization, consolidation,
acquisition of property or stock, liquidation or otherwise) is the survivor of ProQuest or that
acquires ProQuest and/or substantially all of the assets of ProQuest in accordance with the
operation of law, and such successor entity shall assume sole and exclusive responsibility to
fulfill the duties and obligations of ProQuest for purposes of this Agreement. In addition,
ProQuest may assign this Agreement, and its duties and obligations hereunder to any buyer. This
Paragraph will continue to apply in the event of any subsequent merger or consolidation or transfer
of assets of ProQuest or a buyer that assumes this Agreement. You shall not be entitled to assign
your obligations under this Agreement.



16. Miscellaneous.



This Agreement will not be construed to provide you any right of continued employment by
ProQuest or its affiliates. The construction, interpretation and validity of this Agreement shall
be determined in accordance with and governed by the laws of the State of Michigan applicable to
contracts executed and performed in such state without giving effect to conflicts of laws
principles.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.






	 	 	 	 	 
	 	ProQuest Company

 	 
	 	By:  	/s/ Richard Surratt
 	 
	 	 	Name:  	Richard Surratt 	 
	 	 	Title:  	SVP and CFO 	 
	 
	 	 	David Asai

 	 
	 	 	/s/ David Asai
 	 




 


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EXHIBIT A




DEFINITION OF CHANGE OF CONTROL





A “Change of Control” for purposes of this Agreement shall be deemed to have occurred if:



(a) there shall be consummated any consolidation or merger of ProQuest pursuant to which
shares of ProQuest’s common stock would be converted into or exchanged for cash, securities or
other property, other than a merger of ProQuest in which the holders of ProQuest’s common stock
immediately prior to the merger have, directly or indirectly, at least a 50% ownership interest in
the outstanding common stock of the surviving corporation immediately after the merger;



(b) any “person” or “group” (as such terms are used in Section 13(d) and 14(d)
of the Exchange Act), other than ProQuest or its subsidiaries or any employee benefit plan of
ProQuest or its subsidiaries, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), directly or indirectly, of
at least 50% of ProQuest’s voting securities;



(c) a sale, lease or transfer of all or substantially all of the properties or assets of
ProQuest to an unrelated entity less than 50% of the outstanding voting securities of which are
owned in aggregate by ProQuest, its subsidiaries or any employee
benefit plan of ProQuest or its
subsidiaries (an “Asset Sale”);



(d) ProQuest’s stockholders approve any plan or proposal for the liquidation or dissolution
of ProQuest; or



(e) as the result of, or in connection with, any cash tender offer, exchange offer, merger or
other business combination, sale of assets, proxy or consent solicitation (other than by
ProQuest’s Board of Directors (the “Board”), contested election or substantial stock accumulation
(“Control Transaction”), the members of the Board immediately prior to the first public
announcement relating to such Control Transaction shall thereafter cease to constitute a majority
of the Board.



For the purposes of this Exhibit A, a sale, lease or transfer of all or substantially all of the
properties or assets of ProQuest means a sale, lease or transfer of ProQuest’s assets such that the
gross revenues attributable to the remaining ProQuest’s assets during the immediately preceding 12
month period does not exceed $170.1 million. ProQuest shall measure whether there has been a sale,
lease or transfer of all or substantially all of the properties or assets of ProQuest as of the
first business day of each month commencing after the date of this Agreement.



ProQuest’s Chairman of the Compensation Committee and Chief Executive Officer shall determine in
their sole discretion whether there has been a Change of Control for purposes of this Agreement.




 


 









 







EXHIBIT B


ENHANCED SEVERANCE BENEFITS




Your Enhanced Severance Benefits payable under this Agreement shall equal:



(a) continued payment of your base pay at the effective rate of your last day of
employment with ProQuest for a period of 26 weeks (the “Severance Period”), including
continuation coverage of the group medical, dental and vision insurance plans; plus



(b) if your employment is terminated by ProQuest without Cause or by you for Good Reason
before December 31, 2006 and before a Change of Control, a lump sum payment of a pro-rata portion
of the Guaranteed Minimum Bonus (based on the number of days you remained employed in 2006 prior to
employment termination), payable within 30 days after employment termination.



You acknowledge and agree that the contents of this Agreement shall be deemed to be confidential
and you shall not disclose the contents hereof to any third person, except for family members and
legal or financial advisors. In the event you breach this obligation, ProQuest may immediately
terminate this Agreement and you will forfeit any and all benefits set forth in this Agreement.



Your Enhanced Severance Benefits, payable under this Agreement shall be subject to you
executing a release as set forth in Exhibit C.




 


 









 







Exhibit C

ASSOCIATE GENERAL RELEASE AGREEMENT




THIS GENERAL RELEASE AGREEMENT is made by Name, residing at Address, City State, ZIP
(hereinafter referred to as “Associate”), and ProQuest Company, for the benefit of ProQuest
Company, its subsidiaries and affiliates (hereinafter referred to as the “Company”) and the other
Releasees referred
to herein.



WHEREAS, the Associate has been advised by the Company that the date on which his employment
wilh the Company shall terminate is Date (“Effective Termination Date”); and



WHEREAS, the parties desire to fully and expeditiously settle any and all potential claims,
charges, or issues of law or fact or resolve any and all disputes that have been raised or could
have been raised by the Associate against the Company, including without limitation disputes
arising out of or in any way related to the Associate’s employment with or separation of employment
from the Company, and without the Company acknowledging any liability whatsoever.



NOW, THEREFORE, in consideration of the monies, mutual promises and mutual covenants
contained herein, the parties agree as follows:



1. The Associate understands that under the Company’s separation benefits plan (the
“Plan”), the pay and benefits to which he would otherwise be entitled without his execution of
this Agreement is limited to two (2) weeks of pay. In consideration for the agreements and
subject to
and conditioned upon the Associate’s performance of the conditions and undertakings set forth
herein,
the Company, in full and final settlement of all of the Associate’s stated and unstated
claims, agrees to
pay to the Associate separation pay benefits set forth below, including without limitation,
the amount
determined in accordance with the Plan:




a. Separation Pay, beginning on the Effective Termination Date and continuing for [spell
out
weeks (# of weeks)] weeks, through DATE, is payable at the same time as the Associate’s
regular
payroll, with the weekly pay amount determined by dividing the Associate’s annual base
salary rate
by 52 (or in the case of sales commissions, by dividing the annual average of the
associate’s
commissions over the prior three calendar years by 52), less any and all appropriate
deductions and
withholdings;



b. The Associate shall be eligible for continuation of current coverage elections under the
Company’s group medical, dental and vision insurance plans during the period set forth in
paragraph
1(a), provided the Associate timely pays the Associate’s portion of any and all premiums
for such
coverage. The Associate shall be entitled to the continuation and/or conversion privileges
which are
available to former employees under the law and under the terms of the Company’s employee
benefit
plans as of the Effective Termination Date and must be exercised by the Associate, if at
all, within the
time period established by law and by the plans as measured from that date. If the
Associate obtains
employment with any other entity, venture, association or business and becomes eligible for
group
medical, dental and vision insurance as a result of such employment, the Associate shall
immediately
cease to be eligible for continuation coverage under Company’s group medical, dental and
vision
insurance plans.



2. Except for the payments and service described in this Agreement, Associate acknowledges
that
Associate’s rights to his regular wages and benefits shall cease upon his final separation
date, and that
Associate is entitled to no additional wages, payments, bonuses, compensation, severance pay,
consideration, or benefits of any kind, except that Associate will not forfeit any vested
retirement benefits as applicable.




 


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3. If the Associate breaches any of the terms of this Agreement, the separation benefits
shall
immediately cease and any separation benefits already paid by the Company shall be subject to
repayment by the Associate to the Company.



4. In addition, all other pay and other benefits due to the Associate as a “Participant” in
the Plan
shall be paid or made available to the Associate in accordance with the terms and conditions
of the Plan,
including, but not limited to, any benefit continuation rights or benefit conversion rights
existing under the Plan.




5. The Associate agrees that all separation benefits payable beyond two (2) weeks from the
Effective Termination Date are benefits to which the Associate would not be entitled under
the Plan. These benefits, along with the other benefits described in paragraph one (1), constitute
additional benefits to the Associate in exchange for the Associate signing (and not later revoking) this
Agreement.



6. In consideration of the promises made by the Company in this Agreement, the Associate
hereby releases and forever discharges the Company, and its subsidiaries, parent, and affiliates, and
each of its and their respective directors, officers, associates and agents, past, present and future, and
each of them (hereinafter collectively referred to as (“Releasees”), from any and all actions, causes
of action, claims or liabilities of any kind which have or could be asserted against the Releasees
arising out of or related to the Associate’s employment with or separation from employment with the Company
and/or any other occurrence up to and including the date of this Agreement (“Claims”). Such Claims
include, without limitation, claims, actions, causes of action or liabilities:




a. Arising under Title VII of the Civil Rights Act of 1964, as amended, the Age
Discrimination in Employment Act, as amended (the “ADEA”), the Older Workers Protection Act, as amended, the
Employee Retirement Income Security Act, as amended, the Americans with Disabilities Act of 1991,
as amended, the Worker Adjustment and Retraining Notification Act, or any other federal, state,
municipal or local employment discrimination statutes or ordinances (including, but not limited to,
claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital
status, ancestry, harassment, parental status, handicap, disability, retaliation, sexual orientation and
veteran status); and/or




b. Arising under any other federal, state, municipal or local statute, law, ordinance or
regulation; and/or




c. For breach of contract, wrongful termination, defamation, intentional infliction of
emotional distress, tort, personal injury, invasion of privacy, violation of public policy,
negligence and/or any other common law, statutory or other claim whatsoever arising out of or relating to the
Associate’s employment with or separation from employment with the Company and/or any of the other
Releasees, but excluding the filing of an administrative charge, any claims which the Associate may
make under state workers’ compensation or unemployment compensation laws and any claims which
by law the Associate cannot waive.



7. To the maximum extent permitted by law, the Associate covenants not to sue or to institute
or cause to be instituted any action in any federal, state or local agency or court or any other
tribunal against the Releasees regarding the matters covered by the release contained in paragraph #5
above (except to enforce the terms of this Agreement or to challenge this Agreement under the ADEA).
The Associate further waives his rights to any monetary recovery
should any federal, state or
local administrative agency pursue any claims on the Associate’s behalf against the Company or the Releasees.



				
	 	 	 	 
	 
	 	 	 
	 
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8. In the course of his employment with the Company, the Associate acknowledges that he
received proprietary and confidential information, including trade secrets, which are not generally known
outside of
the Company, which are the subject of reasonable efforts by the Company to maintain secrecy and
from which the Company derives economic benefit and value. This information includes, but is not
limited to, the Company’s specific plans and strategies, advertising and marketing promotions, new
products, operations, procurement, acquisitions, unit divestiture, cost savings, new technology,
recruiting and staffing, financial reports and documents. Consequently, the Associate shall not
without the prior consent from the Company, directly or indirectly, utilize, furnish, make
available or disclose to anyone outside of the Company any confidential information of the Company
or any information received in confidence from third parties by the Company, as long as such
matters remain trade secrets or confidential. Additionally, Associate agrees to hold the terms and
existence of this Agreement in confidence and shall not disclose to anyone the contents of the
Agreement. In connection with and in addition to such confidential information, the Associate will
immediately return to the Company all related reports, files, memoranda, records, software, credit
cards, card keys, passkeys, door and file keys, computer access codes disks and instructional
manuals and other physical or personal property which the Associate received, prepared or helped
prepare in connection with the Associate’s employment with the Company, including any copies or
excerpts of any of the above items. The Associate reaffirms his obligations under any
non-competition agreement or arrangement he signed with the Company, if any, and further
acknowledges and confirms his continuing obligations thereunder.



9. The Associate acknowledges and
agrees that the terms and facts of this Agreement will be
kept confidential and that the Associate will not hereafter disclose any information concerning
this Agreement to any third person except the members of his immediate family, his financial
advisor, and his attorney.



10. The Associate acknowledges and
agrees that in signing this Agreement the Associate does
not rely and has not relied on any representation or statement by any of the Releasees or by any of
the Releasee’s agents, representatives or attorneys with regard to the subject matter, basis or
effect of this Agreement or otherwise, except as stated herein or in the Plan.



11. This Agreement shall be binding upon the Associate and upon the Associate’s heirs,
administrators, representatives, executors, successors and assigns, and shall inure to the benefit
of Releasees and each of them. The Associate may not assign any of his rights under this Agreement
without the prior express written consent of the Company.




12. The Associate agrees that he will not in any way disparage the Company or other Releasees.



13. The Associate agrees to
cooperate with the Company in the truthful and honest prosecution
and/or defense of any claim in which the Releasees may have an interest (subject to reasonable
limitations concerning time and place), which may include without limitation (if following the
Effective Termination Date, for reasonable compensation for the time actually expended in such
endeavors at the Company’s prior and specific request and, in any case, subject to the payment of
reasonable expenses incurred by the Associate at the Company’s prior and specific request) making
himself available to participate in any proceedings involving any of the Releasees, allowing
himself to be interviewed by representatives of the Company, appearing for depositions and
testimony without requiring a subpoena, and producing and/or providing documents or names of other
persons with relevant information, all without a claim of privilege against the Releasees.




14. All references to “he” and “him” shall be read as “she” and “her,” as appropriate.



15. This Agreement is made and entered into in the State of Insert State and shall in all
respects be interpreted, enforced and governed under the laws of that State.



				
	 	 	 	 
	 
	 	 	 
	 
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16. If any provision, section, subsection or any portion of this Agreement shall be
determined by any court of competent jurisdiction to be illegal, invalid or unenforceable in whole
or in part, the parties hereby expressly empower the court to modify any term or provision of this
Agreement to the extent
necessary to comply with existing law and to enforce this Agreement as modified and, if such
modification is not possible, such provision or portion shall be deemed to be severed or limited,
but only to the extent required to render the remaining provisions and portions of this Agreement
enforceable. This Agreement as thus amended shall be enforced so as to give effect to the
intention of the parties insofar as that is possible.




17. The Associate agrees that neither this Agreement nor performance hereunder constitutes an
admission by the Company of any violation of any federal, state or local law, regulation,
common law, or any breach of any contract or any other wrongdoing of any type.



18. THE ASSOCIATE ACKNOWLEDGES AND AGREES THAT THE COMPANY HAS ADVISED HIM TO CONSULT WITH AN
ATTORNEY OF THE ASSOCIATE’S CHOOSING AT THE ASSOCIATE’S EXPENSE PRIOR TO SIGNING THIS AGREEMENT
AND THAT THE ASSOCIATE HAS BEEN GIVEN A PERIOD OF AT LEAST TWENTY-ONE (21) OR FORTY-FIVE (45) DAYS
WITHIN WHICH TO CONSIDER THIS AGREEMENT PRIOR TO HIS SIGNING BELOW.



19. The Associate understands that he may revoke this Agreement within seven (7) days after he
signs it and that this Agreement shall not become effective or enforceable until eight (8) days
after the date on which the Associate signed below. Any revocation must be made in writing and
directed to the Vice President, Human Resources of the Company by 5:00 p.m. on the seventh (7th)
day after the Associate’s execution of this Agreement.



20. The terms of this offer set forth in this Agreement will expire if not accepted by the
Associate on or before the expiration of twenty-one (21) days or forty-five (45) days from the
offer. The Associate may accept the terms of this Agreement prior to the expiration of the
twenty-one (21) days or forty-five (45) days by executing this Agreement. If Associate elects to do
so, he acknowledges that he has done so voluntarily, with a full understanding of the terms of this
Agreement. The Associate further understands and agrees that the Company may revoke this Agreement
prior to the expiration of the twenty-one (21) day or forty-five (45) day period in the event the
Company reasonably believes the Associate has breached any terms of this Agreement and/or has
breached the terms of the Confidentiality and Restrictive Covenant Agreement dated Date.



21. THE ASSOCIATE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL
OF THE PROVISIONS OF THIS AGREEMENT AND THAT HE VOLUNTARILY ENTERS INTO THIS AGREEMENT BY SIGNING
THIS AGREEMENT BELOW.



	 	 	 	 	 	 	 
	PROQUEST COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

	 	 

	 	 
	 

	 	Human Resources
	 	Associate’s Signature	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

Date
	 	 






				
	 	 	 	 
	 
	 	 	 
	 
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March 14, 2007



David Asai

ProQuest Company




Dear David:



I am pleased to inform you that as a result of your promotion to Vice President and Chief
Financial Officer, effective January 31, 2007, your new base salary is $230,000 (annually) with a
50% bonus target. You will report directly to me. In addition, your current Change of Control and
Retention Agreement (the “Retention Agreement”) is amended by this letter to provide you with 52
weeks of severance and continued coverage under the Company’s group health insurance plan at
normal contribution rates for yourself and eligible dependents for one year if you are
involuntarily terminated without Cause (as defined in Section 6(c) of your Change in Control and
Retention Agreement) by ProQuest or you leave for Good Reason (as defined in Section 6(d) of your
Change in Control and Retention Agreement) at any time. This is in lieu of any other
severance benefits under Company policy and is subject to you signing a release satisfactory to
ProQuest.



Your 2006 bonus will be based on your salary and target bonus as of December 31, 2006, and
prorated for the time you were employed during 2006.



In lieu of a 2007 annual bonus, you are eligible for the following performance-based
incentive award (the “Award”) based on achieving specific performance criteria, provided
you are then employed by ProQuest Company on such dates, as follows:



	 	 	 	 	 
	Payable within 30 days after filing of the 2005 10-K
	 	$	115,000	 
	Payable within 30 days after filing of the 2006 10-K
	 	$	115,000	 






All payments under this letter will be subject to applicable tax withholding and deductions.
Payments will be excluded for purposes of determining all other compensation and employee
benefits.



If you are involuntarily terminated without Cause at any time before earning the 2007 Award
referenced above, you will be guaranteed a 2007 Award in the amount equal to at least $115,000.00.



All other terms contained within your Change of Control and Retention Agreement remains in force.



I would like to extend my personal thanks and appreciation to you for your hard work and
contributions to our business — past and future.



	 	 	 
	Sincerely,
	 	 
	 
	 	 
	/s/
Richard Surratt
 

Richard Surratt

	 	 
	President and CEO
	 	 







			
	cc:	 	Todd Buchardt

Brad Char
 Linda
Longo-Kazanova






	 	 	 
	Accepted:
	 	 
	 
	 	 
	/s/ David Asai
 

David Asai

	 	 






789 E. Eisenhower Parkway, P.O. Box 1346, Ann Arbor, Michigan 48106 USA tel:
734.761.4700 web: www.proquestcompany.com