AMENDMENT TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT



 Exhibit 10.5.1 
 AMENDMENT TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT 
 This AMENDMENT TO SECOND AMENDED
AND RESTATED STOCKHOLDERS AGREEMENT (this “Amendment”) is made as of this 9th day of November, 2006, by and among Salary.com, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the
“Company”), (ii) G. Kent Plunkett and Cathal S. Brown (the “Management Stockholders”) and (iii) the holders of a majority of the outstanding shares of the Company’s preferred stock, par value $.0001 per share (the
“Majority Interest”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in that certain Second Amended and Restated Stockholders Agreement, dated as of December 18, 2003 (the
“Stockholders Agreement”). 
 WHEREAS, in preparation for the proposed public offering of the Company’s common stock, par
value $.0001 per share (the “Common Stock”), the Company desires to increase the size of its Board of Directors; 
 WHEREAS, the
Stockholders Agreement currently provides that the number of directors may not be more than seven (7) and the parties hereto desire to permit up to ten (10) directors to be elected to the Company’s Board of Directors; 
 WHEREAS, pursuant to Section 14 of the Stockholders Agreement, the Stockholders Agreement may not be amended except by the written agreement of the
Company, the Management Stockholders and a Majority Interest; and 
 WHEREAS, the undersigned hereby consent to amend the Stockholders
Agreement as set forth herein. 
 NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set
forth, the parties hereto agree as follows: 
  

	1.	Section 8(a)(i) of the Stockholders Agreement is hereby amended by replacing “seven (7)” with “ten (10)” 

  

	2.	Section 8(b) of the Stockholders Agreement is hereby amended by replacing “final director” in the fourth sentence of Section 8(b) with “remaining
directors.” 

  

	3.	Except as provided herein, each of the other provisions of the Stockholders Agreement shall remain in full force and effect. The parties hereto hereby confirm and agree that the
amendment or waiver provisions of the Stockholders Agreement shall remain in full force and effect and any amendment or waiver of any terms of the Stockholders Agreement (as modified hereby) shall be governed by, and be effect in accordance with,
the terms of the Stockholders Agreement. 

  

	4.	This Agreement shall be governed by Delaware law without regard to conflicts of law principles. 

  








	5.	This Agreement may be executed in one or more counterparts (including via facsimile), each of which shall be deemed an original but all of which together shall constitute one and
the same instrument. 

  

	6.	This Agreement (including any exhibit or schedule hereto) and the Stockholders Agreement constitute the full and entire understanding and agreement between the parties hereto with
respect to the subject matter hereof. 

  

	7.	Each of the parties to this Amendment severally represents and warrants to the other parties to this Amendment that it is authorized to enter into this Amendment.


 Remainder of Page Left Intentionally Blank 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by
their proper and duly authorized representatives as of the day and year first above written. 
 SALARY.COM, INC.

 By:
        /s/    G. Kent Plunkett                       
                                
 Name:    G. Kent Plunkett 
 Title:      Chief Executive Officer 
  
 Signature Page to Amendment to Stockholders Agreement 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized representatives as of the day and year first above written. 
 ASCENDANT PARTNERS, LP 
 By:  /s/  Robert
Stein                                       
              
         Robert Stein 
         Partner 
 AINSLIE A. GARDNER TRUST 1982 
 By:  /s/  John P. M.
Higgins                                       
  
         John P. M. Higgins 
         Trustee 
 AINSLIE A. GARDNER TRUST 1971 
 By:  /s/  John P. M.
Higgins                                       
  
         John P. M. Higgins 
         Trustee 
 DAVID ALLIO 
 By:  /s/  David
Allio                                       
                
         David Allio 
 ROBERT ALLIO 
 By:  /s/  Robert
Allio                                       
              
         Robert Allio 
 DANIEL B. BERESFORD 
 By:  /s/  Daniel B.
Beresford                                       
  
         Daniel B. Beresford 
 CATHAL SEAN BROWN 
 By:  /s/  Cathal Brown
                                        
             
         Cathal Brown 
 Signature Page to Amendment to Stockholders Agreement 
  







 PHILIP M. BYRNE 
 By:  /s/  Philip M.
Byrne                                       
              
         Philip M. Byrne 
 MARTHA ANNE DORMINY 
 By:  /s/  Martha Anne
Dorminy                                       
    
         Martha Anne Dorminy 
 EVE GARDNER TRUST 1958 
 By:  /s/  John P. M.
Higgins                                       
          
         John P. M.
Higgins 
         Trustee 
 EVE GARDNER TRUST 1971 
 By:  /s/  John P. M.
Higgins                                       
          
         John P. M.
Higgins 
         Trustee 
 CALEB P. GARDNER 
 By:  /s/  Caleb P.
Gardner                                       
              
         Caleb P. Gardner 
 EVE G. GARDNER 
 By:  /s/  Eve G.
Gardner                                       
                  
         Eve G. Gardner 
 NOAH G. GARDNER 
 By:  /s/  Noah G.
Gardner                                       
              
         Noah G. Gardner 
 ROBERT G. GARDNER 
 By:  /s/  Robert G.
Gardner                                       
            
         Robert G. Gardner 
 MARYBETH GILMARTIN 
 By:  /s/  Marybeth
Gilmartin                                       
          
         Marybeth
Gilmartin 
 Signature Page to Amendment to Stockholders Agreement 
  







 JOHN GREGG 
 By:  /s/  John
Gregg                                       
                  
         John Gregg 
         Managing Partner, Bluewater 
 KEVIN J. HANNA 
 By:  /s/  Kevin J. Hanna
                                        
         
         Kevin J. Hanna

 JEFFREY J. HOOD 
 By:  /s/  Jeffrey J. Hood
                                        
         
         Jeffrey J. Hood

 KEVIN R. JENKINS 
 By:  /s/  Kevin R. Jenkins
                                        
       
         Kevin R. Jenkins 
 LUKE G. GARDNER TRUST 71 
 By:  /s/  John P. M.
Higgins                                       
      
         John P. M. Higgins 
         Trustee 
 LYRIC CAPITAL PARTNERS, LP 
 By:  /s/  Terry
Temescu                                       
            
     Terry Temescu 

        Managing Member, General Partner 
 LYRIC OVERSEAS, LP 
 By:  /s/  Terry
Temescu                                       
              
     Terry Temescu

         Managing Member, General Partner 
 LYRIC VENTURES, LP 
 By:  /s/  Terry
Temescu                                       
              
         Terry Temescu 
         Managing Member, General Partner 
 JAMES J. MAHONEY, JR.

 By:  /s/  James J. Mahoney,
Jr.                                        

         James J. Mahoney, Jr. 
 Signature Page to Amendment to Stockholders Agreement 
  







 JOHN L. MARION, JR. 
 By:  /s/  John L. Marion,
Jr.                                     
         John L. Marion, Jr. 
 GREGORY P. MURDOCK 
 By:  /s/  Gregory P.
Murdock                                     
         Gregory P. Murdock 
 GREGORY KENT PLUNKETT 
 By:  /s/  Gregory Kent
Plunkett                                 
         Gregory Kent Plunkett 
 SALEH F. SHAHRABANI 
 By:  /s/  Saleh F.
Shahrabani                                     
         Saleh F. Shahrabani 
 PAMELA MARGARET SCHIATTAREGGIA 
 By:  /s/  Pamela Margaret Shiattareggia                   
         Pamela Margaret Shiattareggia 
 RHODA SCHILD 
 By:  /s/  Rhoda
Schild                                       
          
         Rhoda Schild

 CHRISTIAN O. SCHLEGEL 
 By:  /s/  Christian O.
Schlegel                                     
         Christian O. Schlegel 
 RALPH J. SPUEHLER, Jr. 
 By:  /s/  Ralph J. Spuehler,
Jr.                                     
         Ralph J. Spuehler, Jr. 
 Signature Page to Amendment to Stockholders Agreement 
  







 STEWART A. GARDNER TRUST 1971 
 By:  /s/  John P. M.
Higgins                             
         John P. M. Higgins 
         Trustee 
 THE STONEHARBOR GROUP, LLC 
 By:  /s/  Stewart A.
Gardner                             
         Stewart A. Gardner 
         Managing Director 
 SUSAN TEEMAN 
 By:  /s/  Susan
Teeman                                     
         Susan Teeman 
 KAY TORSHEN 
 By:  /s/  Kay
Torshen                                      

         Kay Torshen 
 VALHALLA VENTURE FUND 
 By:  /s/  Eric
House                                       
    
         Eric House 
         Sole Member, General Partner, Mercury Funds, Inc. 
 JAMES VITOUS 
 By:  /s/  James
Vitous                                      

         James Vitous 
 WINSTON D. WREN 
 By:  /s/  Winston D. Wren                              

         Winston D. Wren 
 JONATHAN C. YOUNGHANS 
 By:  /s/  Jonathan C. Younghans                     
         Jonathan C. Younghans 
 AXEL ZDARSKY 
 By:  /s/  Axel
Zdarsky                                     
         Axel Zdarsky 
  
 CONSTANTIN ZDARSKY 
 By:  /s/  Constantin
Zdarsky                             
         Constantin Zdarsky 
 Signature Page to Amendment to Stockholders Agreement