ProQuest Offer Letter to David (Skip) Prichard for President Position

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You will be paid a base salary of $11,528.46 bi-weekly ($ 300,000.00 if annualized).

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As a key executive you will be eligible to participate in our Financial Bonus Plan at 70% of your base salary for on target performance. This bonus is capped at 200 percent of target and represents significant potential if the company over-achieves its targets. Your bonus participation will be pro-rated by month as of your start date.

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You will receive an initial two- year grant totaling 100,000 options on ProQuest Company stock. These options will be awarded upon acceptance of this offer, and priced as of market close on that date. They are subject to both price and service vesting as described in the attached option agreement. Your likely next consideration for a grant would be after October 2007. Nonetheless, the Compensation Committee and CEO have flexibility to make compensation decisions based on performance at any time.

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You will receive a monthly allowance of $926 for the business use of your personal car. This monthly allowance commences upon acceptance of this offer.

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You will be eligible for the executive perquisite benefit of up to a maximum of $7,000 annually beginning January 1, 2006.

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You will be eligible for four weeks of annual vacation, accrued at 13.33 hours per month, beginning January 1, 2006.

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You will be eligible to participate in the company’s benefits program, which includes our group insurance plan, a 401(k) profit sharing plan, for which you are immediately eligible, the Executive Deferred Compensation plan (enrollment needs to be completed within 30 days of your start date), and our executive LTD plan at our group rate. ProQuest reserves the right to modify, suspend or terminate these plans at its discretion.

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Effective January 1, 2006 you will be eligible to participate in the ProQuest Supplemental Executive Retirement Plan (SERP)-currently a contribution equal to

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Should you be involuntarily terminated by Proquest Company for reasons other than cause, you will be eligible for twelve months of base pay, paid as severance, contingent upon your signing a severance agreement and general release provided by the Company. This severance is in lieu of any other severance or separation pay you may be entitled to under Proquest Company policy.