FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS
FIRST AMENDMENT, by and between Dolan Media Company, a Delaware
corporation (the “Company”); and James P. Dolan
(“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 Chief Executive
Officer and President of the Company, pursuant to the Employment
Agreement; and Executive is also currently serving as Chairman of
the Board of Directors of the Company. 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, the last sentence of
Section 2.2 is hereby amended to read 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 circums
