FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS
FIRST AMENDMENT, by and between Dolan Media Company, a Delaware
corporation (the “Company”); and Mark W.C. Stodder
(“Executive”), is entered into on this 29th day of
December 2008, but effective as of the applicable dates set
forth below.
A.
Employment Agreement . The Company and Executive have
entered into a written Employment Agreement (the “Employment
Agreement”), dated as of April 1, 2007 (the
“Original Effective Date”), which remains in effect.
Since then, Executive has continued to serve as Executive Vice
President-Business Information of the Company, pursuant to the
Employment Agreement. Any capitalized terms used in this Amendment,
and not defined herein, shall have the meanings specified in the
Employment Agreement.
B.
Purpose of Amendment . The Company and Executive desire to
minimize the risk to Executive of premature income taxation and
unnecessary penalties under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), by
amending certain provisions of the Employment Agreement to comply
with Section 409A of the Code or applicable guidance or
regulations thereunder.
NOW,
THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree to amend
the Employment Agreement as follows:
1.
As of the Original Effective Date, an new sentence is hereby added
at the end of Section 2.2, reading as follows:
The Annual
Bonus for a fiscal year shall be paid to Executive in a cash lump
sum in accordance with the terms of the Company’s annual
bonus plan, but in any event shall be paid within two and one-half
months after such fiscal year.
2.
As of the Original Effective Date, the definition of “Good
Reason” in Section 3.1(b) is hereby amended to read as
follows:
“Good
Reason” means the occurrence, without Executive’s
express written consent, of any of the following events;
provided , however , that Executive gives the Company
written notice of circumstances giving rise to any of the following
events no later than n
