Exhibit 10.15A
INCENTIVE COMPENSATION AGREEMENT AMENDMENT
THIS INCENTIVE COMPENSATION AGREEMENT AMENDMENT ("Amendment"),
is made and entered into effective as of December __, 2001, by and between
ProQuest Company (the "Company"), and Xxxxx Xxxxxx (the "Employee").
RECITALS:
WHEREAS, the Company and Employee are parties to an Incentive
Compensation Agreement dated December 31, 2000 (the "Incentive Agreement"),
pursuant to which the Company has agreed to provide Employee with certain
incentive compensation if the terms and conditions set forth therein are met;
WHEREAS, in recognition of the successful divestiture of the
Company's Imaging division during 2001, the Company desires to accelerate the
vesting and payment of a portion of the Mirror Payment (as defined in the
Incentive Agreement), as provided herein;
WHEREAS, Employee desires to accept such acceleration and
payment of a portion of the Mirror Payment;
NOW, THEREFORE, in consideration of the premises and of the
mutual promises herein contained, and intending to be legally bound hereby, the
Company and Employee agree as follows:
Section 1. Incentive Payment.
The Company hereby agrees to provide Employee with an incentive
compensation payment in the amount of [Three Million Dollars ($3,000,000.00)]
(the "Incentive Payment"), in part in 2001 and in full not later than June 30,
2002, as determined by the Chairman of the Compensation Committee of the
Company. The
Incentive Payment shall be net of all applicable income and employment taxes
required by the Company to be withheld therefrom.
Section 2. Amendment to Incentive Agreement.
(a) The Company and Employee hereby agree that the Mirror
Payment to which Employee may otherwise be entitled to under the Incentive
Agreement shall be reduced (but not below zero) by the amount of the Incentive
Payment provided by this Amendment.
(b) The Company and Employee further agree that Section 1(a)
of the Incentive Agreement shall be amended and replaced in its entirety by the
following:
(a) Continuous Employment through December 31, 2003. If
Employee remains in the continuous employment of the Company at all
times from the effective date of this Agreement through and including
December 31, 2003, the Company will credit to an account (the "Deferral
Account") set up in Employee's name under the ProQuest Company Executive
Deferred Compensation Plan (the "Plan"), not later than March 31, 2004,
an amount (the "Mirror Cash Payment") equal to the product of (i) the
Price Appreciation, multiplied by (ii) the Reference Shares. For
purposes of this Agreement, the "Price Appreciation" means the excess,
if any, of (1) the closing price per share of the Company's Common
Stock, in consolidated reporting for securities listed on the New York
Stock Exchange, as reported in the Wall Street Journal, on December 31,
2003 (or the immediately preceding trading day if the shares are not
traded on such day), over (2) $16.50 per share. The "Reference Shares"
means the product of (1) 406,250, multiplied by (2) the Performance
Percentage. The "Performance Percentage" shall mean the percentage
calculated in accordance with the following table based on the highest
Stock Price Target (as determined below) achieved with respect to the
Company's Common Stock at any time during the period beginning January
1, 2001, and ending December 31, 2003:
Stock Price Performance
Target Percentage
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Less than $21.30 0%
$21.30 to $24.329 25%
$24.33 to $27.649 50%
$27.65 to $31.249 75%
$31.25 to $35.149 100%
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For purposes of this Agreement, a "Stock Price Target" will be deemed to
have been achieved at a particular level only if the closing price per
share of the Company's Common Stock, in consolidated reporting for
securities listed on the New York Stock Exchange, is within the price
range specified in the table above for such level for not less than 60
trading days during any period of 90 consecutive trading days, as
reported in the Wall Street Journal.
Section 3. Miscellaneous.
(a) Continuing Agreement. This Amendment and the Incentive
Agreement contains the entire understanding and agreement between the parties
with respect to the subject matter hereof. As herein amended, the Incentive
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. After the date hereof, all references in the
Incentive Agreement to the "Agreement" shall refer to the Incentive Agreement as
so amended by this Amendment.
(b) Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original but all such
counterparts shall together constitute one and the same Third Amendment.
(c) Binding Effect. This Agreement shall be binding upon the
Company, Employee and their respective heirs, legal representatives, executors,
administrators, successors and assigns. Any rights given or duties imposed upon
the estate of Employee upon his death shall inure to the benefit of and be
binding upon the fiduciary of the decedent's estate in his fiduciary capacity.
(d) Governing Law. This Agreement and all actions taken in
connection herewith shall be governed and construed in accordance with the laws
of the State of Illinois (regardless of the law that might otherwise govern
under applicable principles of conflict of laws).
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(e) Headings. The headings are intended only for convenience
in finding the subject matter and do not constitute part of the text of this
agreement and shall not be considered in the interpretation of this option.
IN WITNESS WHEREOF, the Company has caused the execution of this
Amendment by its duly authorized officer and Employee has agreed to the terms
and conditions of this Amendment, all as of the date first above written.
ProQuest Company
By
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Xxxxxxx Xxxxxxxxx
Chairman, Compensation Committee
Board of Directors
ProQuest Company
By
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Xxxxx Xxxxx-Xxxxxxxx
Vice President, Human Resources
EMPLOYEE
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Xxxxx Xxxxxx
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