exv10w12



 





Exhibit 10.12




DOLAN MEDIA COMPANY



EXECUTIVE CHANGE IN CONTROL PLAN




     The purpose of this Dolan Media Company Executive Change in Control Plan (the “Plan”) is to
secure the continued services of certain senior executives of Dolan Media Company and to ensure
their continued dedication to their duties in the event of any threat or occurrence of a Change in
Control of the Company. The Plan was approved by the Board of
Directors on June 22, 2007,
effective contingent upon the consummation of an initial public offering of the Shares of Common
Stock of the Company. The Plan is effective on the date that such initial public offering is
consummated (the “Effective Date”).



ARTICLE I



DEFINITIONS




     Section 1.1 Definitions




     Whenever used in this Plan, the following capitalized terms shall have the meanings set forth
in this Section 1.1. Certain other capitalized terms are defined elsewhere in this Plan.




     (a) “Annual Target Bonus Amount” means the annual target bonus for each Participant, if
any, as set by the Compensation Committee in accordance with the Company’s annual bonus plan
or policy for the calendar year in which the Participant incurs a termination of employment.




     (b) “Base Salary” means (i) for a Participant who has an individual employment
agreement with the Company, the annual base salary as specified in such employment agreement
as in effect during the calendar year in which the Participant incurs a termination of
employment (including any increases approved by the Compensation Committee), or (ii) for a
Participant who does not have an individual employment agreement with the Company, the base
salary shall equal the product of (x) the monthly salary as in effect during the last full
month prior to the month in which the Participant incurs a termination of employment
multiplied by (y) twelve (12).




     (c) “Board” means the Board of Directors of the Company.




     (d) “Cash Severance Payment” means the cash payment of severance compensation as
provided in Section 4.2.




     (e) “Cause” means:




     (i) the willful and continued failure by a Participant to substantially perform
his or her duties for the Company (other than any such failure resulting from his or
her incapacity due to physical or mental illness or any such failure subsequent to
the delivery of a notice of the Company’s intent to terminate the Participant’s
employment without Cause or subsequent to the expiration of the Company’s remedy
period following the Participant’s delivery to the Company of a notice of his or her
intent to terminate employment for Good Reason), and such



 









 







willful and continued failure continues after a demand for substantial
performance is delivered to the Participant by the Company which specifically
identifies the manner in which the Participant has not substantially performed his
or her duties; or




          (ii) the willful engaging by the Participant in illegal conduct or gross
misconduct which is injurious to the business or reputation of the Company.




For purposes of determining whether “Cause” exists, no act or failure to act on the part of
the Participant shall be considered “willful” unless done, or omitted to be done, in bad
faith and without reasonable belief that the action or omission was in, or not opposed to,
the best interests of the Company. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the
Company or upon the instructions to a Participant by a more senior officer of the Company
shall be conclusively presumed to be done, or omitted to be done, in good faith and in the
best interests of the Company. Cause shall not exist unless and until the Company has
delivered to the Participant a copy of a resolution duly adopted by two-thirds (2/3) of the
entire Board (excluding the Participant if applicable) at a meeting of the Board called and
held for such purpose (after reasonable notice to the Participant and an opportunity for the
Participant, together with counsel, to be heard before the Board), finding that in the good
faith opinion of the Board an event set forth in clause (i) or (ii) has occurred and
specifying the particulars thereof in detail. The Company must notify the Participant of any
event constituting Cause within ninety (90) days following the Company’s knowledge of its
existence or such event shall not constitute Cause under this Plan. Notwithstanding the
foregoing, with respect to a Participant who has entered into an employment agreement with
the Company, “Cause” shall have the meaning specified in such agreement.




     (f) “Change in Control” means (a) the acquisition by any Person of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%)
of the outstanding voting Shares; provided, however, a Change in Control shall not be deemed
to occur solely because more than fifty percent (50%) of the outstanding voting Shares is
acquired by (i) a trustee or other fiduciary holding securities under one or more employee
benefit plans maintained by the Company or any of its subsidiaries, or (ii) any Person
which, immediately prior to such acquisition, is owned directly or indirectly by the
stockholders of the Company in approximately the same proportion as their ownership of
voting Shares immediately prior to such acquisition; (b) a merger, consolidation or other
reorganization involving the Company if the stockholders of the Company and their
affiliates, immediately before such merger, consolidation or other reorganization, do not,
as a result of such merger, consolidation, or other reorganization, own directly or
indirectly, more than fifty percent (50%) of the combined voting power of the then
outstanding voting shares of the entity resulting from such merger, consolidation or other
reorganization; (c) a complete liquidation or dissolution of the Company; or (d) the sale or
other disposition of all or substantially all of the assets of the Company and its
subsidiaries determined on a consolidated basis.



 









 






     (g) “Change in Control Period” means the period described in Section 9.7 hereunder.




     (h) “Code” means the Internal Revenue Code of 1986, as amended.




     (i) “Committee” means the committee appointed by the Chief Executive Officer of the
Company to administer the Plan pursuant to Section 8.1.




     (j) “Common Stock” means common stock, par value $.001 per share, of the Company.




     (k) “Company” means Dolan Media Company, a Delaware corporation, any successor or
assignee as provided in Article VI and any Subsidiary, as applicable.




     (l) “Compensation” means a Participant’s Base Salary plus Annual Target Bonus
Amount for the year in which the termination of employment occurs (determined without regard
to any diminution in such Base Salary or Annual Target Bonus Amount constituting Good Reason
for Participant’s resignation). Notwithstanding anything herein to the contrary,
“Compensation” shall not include a Participant’s income from the grant or vesting of
restricted stock, or from the grant, vesting, or exercise of stock options, or any other
awards under any of the Company’s equity incentive plans.




     (m) “Compensation Committee” means the compensation committee of the Board.




     (n) “Disability” means a Participant’s inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less
than twelve (12) months, as determined by the Committee. Notwithstanding the foregoing,
with respect to a Participant who has entered into an employment agreement with the Company,
“Disability” shall have the meaning specified in such agreement as “Disability” or
“Permanent Disability.”




     (o) “Eligible Employee” means a regular full-time salaried employee of the Company who
is a member of a select group of management or highly compensated employees of the Company.




     (p) “Employee Grade” means the grade to which a Participant is designated in accordance
with Section 3.1 or assigned by the Compensation Committee in accordance with Section 3.2.




     (q) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.




     (r) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




     (s) “Good Reason” means the occurrence, without a Participant’s express written
consent, of any of the following events, provided that the Participant gives the



 









 







Company written notice of circumstances giving rise to any of the following events no
later than ninety (90) days after the date that such circumstances come into existence:




     (i) a reduction by the Company of a Participant’s Base Salary and Annual Target
Bonus Amount (if any) as in effect immediately before a Change in Control;




     (ii) (A) any material and adverse change in a Participant’s authority, duties
and responsibilities as in effect immediately before the Change in Control, or an
adverse change, after the occurrence of a Change in Control, in the duties,
responsibilities, authority or the managerial level of the individual or body of
individuals to whom a Participant reports; provided, however, that
Good Reason shall not be deemed to occur upon a change in duties or responsibilities
(other than reporting responsibilities) that is solely and directly a result of the
Company no longer being a publicly traded entity and does not involve any other
event set forth in this paragraph (ii), or (B) a material and adverse change in a
Participant’s titles or offices (excluding, if applicable, membership on the Board)
with the Company as in effect immediately prior to a Change in Control;



     (iii) the Company’s requiring a Participant to be based more than fifty (50)
miles from the location of such Participant’s place of employment immediately before
a Change in Control, except for normal business travel in connection with the
Participant’s duties with the Company; or



     (iv) the failure of the Company to obtain the assumption agreement from any
successor as contemplated in Article VI hereof.




Good Reason shall not exist unless, following receipt by the Company of the Participant’s
notice under this Section 1.1(s), the Company is provided with thirty (30) days to remedy
the circumstances that would constitute Good Reason. After receipt, Participant’s right to
terminate employment for Good Reason shall not be affected by incapacities due to mental or
physical illness and a Participant’s continued employment shall not, subject to the
requirements under this Section 1.1(s), constitute consent to, or a waiver of rights with
respect to, any event or condition constituting Good Reason; provided that any termination
of a Participant’s employment for Good Reason as a result of such event or condition must
occur no later than the second anniversary of the date that such condition arises.
Notwithstanding the foregoing, with respect to a Participant who has entered into an
employment agreement with the Company, “Good Reason” shall have the meaning specified in
such agreement.




     (t) “Multiplier” for each Employee Grade shall be the number set forth opposite such
Employee Grade below:



	 	 	 
	Employee Grade	 	Multiplier
	Grade One
	 	2.0
	Grade Two
	 	1.0






 









 






     (u) “Participant” means an Eligible Employee designated (i) as of the Effective Date,
in Section 3.1 as a participant in the Plan or (ii) after the Effective Date, by the
Compensation Committee to participate in the Plan pursuant to Section 3.2; provided,
however, that with respect to an Eligible Employee who has not entered into an
employment agreement with the Company, such Eligible Employee shall not become a Participant
eligible to receive any benefits under the Plan until the Employee has executed a copy of,
and delivered to the Company, the Restrictive Covenant Agreement attached as Exhibit “A”.




     (v) “Person” means any individual, sole proprietorship, corporation, partnership, joint
venture, limited liability company, association, joint-stock company, trust, unincorporated
organization, institution, public benefit corporation, entity or government instrumentality,
division, agency, body or department.




     (w) “Release” means, (i) with respect to a Participant who has entered into an
employment agreement with the Company that has a release attached as an exhibit to such
employment agreement, such release, or (ii) with respect to a Participant who has not
entered into an employment agreement with the Company or who has entered into an employment
agreement that does not have a release attached as an exhibit, a release acceptable to the
Company and in a form substantially similar to the Separation and General Release Agreement
attached hereto as Exhibit “B”.




     (x) “Separation from Service” means a Participant’s termination of employment from the
Company which constitutes a “separation from service,” as such term is defined under Section
409A of the Code or applicable guidance or regulations thereunder.




     (y) “Severance Benefit” means the Cash Severance Payment and all other payments and
benefits as provided in Articles II and IV.




     (z) “Share” means a share of the Common Stock.




     (aa) “Subsidiary” means any corporation or other Person, a majority of the voting
power, equity securities or equity interest of which is owned directly or indirectly by the
Company. (bb)



ARTICLE II



INDEMNIFICATION AND GROSS-UP FOR EXCISE TAXES




     Section 2.1 Gross-Up




     (a) In the event that a Participant shall become entitled to amounts pursuant to
Article IV hereof (collectively, the “Company Payments”), and such Company Payments will be
subject to the tax imposed by Section 4999 of the Code or any similar provision
of state or local income tax law (the “Excise Tax”), the Company shall pay to such
Participant at the time specified in Section 2.1(c) below, an additional amount (the
“Gross-Up Payment”) such that the net amount retained by the Participant, after deduction of
any Excise Tax on the Company Payments and any federal, state and local income or payroll
tax on the Gross-Up Payment provided hereby, but before deduction for any federal, state,
and local



 









 







income or payroll tax on the Company Payments, shall be equal to the Company
Payments. Notwithstanding the foregoing provisions of this Section 2.1(a) to the contrary,
if it shall be determined that the Participant is entitled to a Gross-Up Payment, but the
Company Payments do not exceed one hundred ten percent (110%) of the greatest amount that
could be paid to the Participant without the Company Payments giving rise to any Excise Tax
(the “Reduced Amount”), then no Gross-Up Payment shall be made to the Participant and the
Company Payments, in the aggregate, shall be reduced to the Reduced Amount.




     (b) To the extent a Participant is eligible to receive a Gross-Up Payment pursuant to
this Article II, the Company shall provide such Participant with a written statement (the
“Statement”) showing the computation of such Gross-Up Payment and the Excise Tax to which it
relates, and setting forth the determination of the amount of gross income the Participant
is required to recognize as a result of such payments and the Participant’s liability for
the Excise Tax. All computations and determinations required to be made under this Article
II, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up
Payment and the assumptions to be utilized in arriving at such computations and
determinations, shall be made by the public accounting firm that is retained by the Company
as of the date immediately prior to the Change in Control (the “Accounting Firm”), which
shall provide detailed supporting calculations both to the Company and the Participant
within fifteen (15) business days of the receipt of notice from the Company or the
Participant that there has been a Company Payment, or such earlier time as is requested by
the Company (the “Determination”). For purposes of the Determination, the Participant shall
be deemed to (i) pay federal income taxes at the highest marginal rates of federal income
taxation for the calendar year in which the Gross-Up Payment is to be made, and (ii) pay
applicable state and local income taxes at the highest marginal rate of taxation for the
calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and local taxes.




     (c) The Company shall pay the Gross-Up Payment to the Participant within thirty (30)
days following receipt of the Statement; provided, however, that any such
Gross-Up Payment shall not be made later than the last day of the calendar year following
the year in which the Participant remits the Excise Tax to the relevant tax authority.




     (d) The Participant shall cause his or her federal, state and local income tax returns
for the period in which such Participant receives such Gross-Up Payment to be prepared and
filed in accordance with the Statement, and, upon such filing, the Participant shall certify
in writing to the Company that such returns have been so prepared and filed. At the
Participant’s request, the Company shall furnish to the Participant, at no cost, assistance
in preparing his or her federal, state and local income
tax returns for the period in which the Participant receives such Gross-Up Payment in
accordance with such statement. Notwithstanding the provisions of Section 2.1(a), the
Company shall not be obligated to indemnify the Participant from and against any tax
liability, cost or expenses (including, without limitation, any liability for the Excise Tax



 









 







or attorney’s fees or costs) to the extent such tax liability, cost or expense is
attributable to the Participant’s failure to comply with the provisions of this Section
2.1(d).




     (e) The costs for the Accounting Firm’s actions taken pursuant to this Article II shall
be borne one hundred percent (100%) by the Company.



ARTICLE III



ELIGIBILITY




     Section 3.1 Named Participants




     The following Eligible Employees are hereby designated as Participants at the applicable
Employee Grade as listed below:



	 	 	 
	Participant	 	Employee Grade
	James P. Dolan
	 	One
	Scott Pollei
	 	One
	Mark Stodder
	 	One
	Mark Baumbach
	 	Two
	Vicki Duncomb
	 	Two






     Section 3.2 Appointed Participants




     In addition to the Participants named in Section 3.1, the Compensation Committee shall have
the authority to designate an Eligible Employee as a Participant, and to designate such matters as
the date that participation by the Eligible Employee shall commence and the appropriate Employee
Grade, in each case at its sole discretion.



ARTICLE IV



SEVERANCE BENEFITS




     Section 4.1 Right to Severance Benefit; Release




     Subject to the execution and delivery by the Participant of the Release, and to such Release
becoming effective, the Participant shall be eligible to receive (i) a Cash Severance Payment from
the Company in the amount provided in Section 4.2 at such time as provided in Section 4.4, and (ii)
such other benefits and rights provided in Article II and Sections 4.5 and 4.6, in each case
provided that the Participant incurs a termination of employment from the Company within ninety
(90) days immediately preceding or twelve (12) months immediately following the occurrence of a
Change in Control for any reason other than:




     (a) Death,




     (b) Disability,




     (c) Termination by the Company for Cause,




     (d) Voluntary termination by the Participant for other than Good Reason, or



 









 






     (e) A corporate transaction by the Company selling the Subsidiary which employed the
Participant before such transaction, but only if such Participant is offered employment with
the purchaser of such Subsidiary on substantially the same terms and conditions under which
such Participant worked for the such subsidiary before the transaction.



     Section 4.2 Amount of Cash Severance Payment



     The amount of the Cash Severance Payment shall equal the product of the Participant’s
Compensation multiplied by the Multiplier for the Participant’s Employee Grade, less applicable
withholdings.



     Section 4.3 No Mitigation; Offset



     The Company acknowledges and agrees that the Participant shall be entitled to receive all
amounts due pursuant to this Article IV regardless of any income which the Participant may receive
from other sources following termination of employment from the Company. Notwithstanding anything
herein to the contrary, any Severance Benefit payable or benefit provided to a Participant
hereunder shall be reduced by severance payments or comparable benefits to which the Participant is
entitled under any plan or program sponsored by the Company or under any similar arrangement
entered into by the Company and the Participant, including, but not limited to, employment
agreements.



     Section 4.4 Payment of Severance Benefit



     The Participant’s ability to receive the Severance Benefit is contingent upon (i) the
Participant executing, timely delivering to the Company and not revoking the Release provided to
the Participant by the Company and (ii) the Participant’s compliance with the restrictive covenants
set forth in the employment agreement or any other agreement entered into by the Participant and
the Company, including, but not limited to, the Restrictive Covenant Agreement attached as Exhibit
“A”; provided, that, if a Participant breaches any such restrictive covenant, then,
in addition to other available remedies provided in such agreement or under applicable law, such
Participant shall cease to be eligible for any Severance Benefit or other benefits under this Plan,
and, upon the Company’s written request, must promptly repay to the Company any Severance Benefit
and monetary value of other benefits previously received under the Plan; provided
further that any amount to be repaid shall be on a gross basis, without reduction
for any taxes incurred. Provided that the Participant meets these conditions, the Cash Severance
Payment shall be paid to the Participant, in one lump sum cash payment, on the six (6) month
anniversary of the Participant’s Separation from Service.



     Section 4.5 Medical and Dental Benefits Continuation



     Any Participant who is entitled to the Cash Severance Payment hereunder, shall, for the
eighteen (18) month period following his or her termination of employment with the Company, be
eligible to continue coverage in the medical and dental plans maintained by the Company during such
period on the same terms and conditions as if the Participant remained an active employee of the
Company during such eighteen (18) month period. The coverage required by this Section 4.5 need
only be provided by the Company if the Participant (on behalf of himself or



 









 




herself and his or her
eligible dependents) makes the appropriate election as required by Section 4980B of the Code and
otherwise complies with the requirements of Section 4980B of the Code.




     Section 4.6 Outplacement Services



     Any Participant who is entitled to the Cash Severance Payment hereunder shall also receive
from the Company, in addition to amounts due pursuant to Section 4.2 hereof, an amount equal to
forty-five thousand dollars ($45,000). It is intended by the Company that such amount be used by
the Participant for outplacement services. Amounts due pursuant to this Section 4.6 shall be
payable on the date that the Cash Severance Payment becomes due pursuant to Section 4.4 hereof.



     Section 4.7 Withholding of Taxes



     The Company shall withhold from any amounts or benefits payable to the Participant under this
Plan all federal, state, local, city, employment or other taxes required by applicable law to be
withheld by the Company.



ARTICLE V



OTHER RIGHTS AND BENEFITS NOT AFFECTED




     Section 5.1 Other Benefits



     Subject to Section 4.3, neither the provisions of this Plan nor the Severance Benefit provided
for hereunder shall reduce any amounts otherwise payable, or in any way diminish a Participant’s
rights as an employee, whether existing now or hereafter, under any employee benefit, incentive,
retirement, welfare, stock option, stock bonus or stock-based, or stock purchase plan, program,
policy or arrangement or any written employment agreement or other plan, program policy or
arrangement not related to severance.



     Section 5.2 Employment Status



     This Plan does not constitute a contract of employment or impose on a Participant any
obligation to remain in the employ of the Company, nor does it impose on the Company any obligation
to retain a Participant in his or her present or any other position, nor does it change the status
of a Participant’s employment as an employee at will (or otherwise). Nothing in this Plan shall in
any way affect the right of the Company in its absolute discretion to change or reduce a
Participant’s compensation at any time, or to change or terminate at any time one or more of its
employee benefit plans.



ARTICLE VI



SUCCESSOR TO THE COMPANY




     The Company shall require any successor or assignee, whether direct or indirect, by purchase,
merger, consolidation or otherwise, to all or substantially all the business or assets of the
Company, unconditionally to assume and agree to perform the Company’s obligations under this Plan,
in the same manner and to the same extent that the Company would be required to perform if no
succession or assignment had taken place. In such event, the term “Company”, as



 









 




used in this Plan,
shall mean (from and after, but not before, the occurrence of such event) the Company as herein
before defined and any successor or assignee to the business or assets which by reason hereof
becomes bound by the terms and provisions of this Plan.




ARTICLE VII



CLAIMS




     Section 7.1 Claims Procedure



     If a Participant has (a) a claim for compensation or benefits which are not being paid under
the Plan, (b) another claim for benefits under the Plan, or (c) a claim for clarification of rights
under this Plan, then such Participant (or his or her designee) (a “Claimant”) may file with the
Committee a written claim setting forth the amount and nature of the claim, supporting facts, and
the Claimant’s address. The Committee shall notify each Claimant of its decision in writing by
written or electronic means within 90 days after its receipt of a claim, unless otherwise agreed by
the Claimant. In special circumstances, the Committee may extend for a further 90 days the
deadline for its decision, provided the Committee notifies the Claimant of the need for the
extension within 90 days after its receipt of a claim. If a claim is denied, the written notice of
denial shall set forth the reasons for such denial, refer to pertinent provisions of the Plan on
which the denial is based, describe any additional material or information necessary for the
Claimant to realize the claim, and explain the claims review procedure under the Plan and a
statement of a Participant’s right to bring a cause of action under Section 502(a) of ERISA after
receiving a denial upon appeal.



     Section 7.2 Claims Review Procedure



     A Claimant whose claim has been denied or such Claimant’s duly authorized representative may
file, within 60 days after notice of such denial is received by the Claimant, a written request for
review of such claim by the Committee. If a request is so filed, the Committee shall review the
claim and notify the Claimant in writing of its decision within 60 days after receipt of such
request, unless otherwise agreed by the Claimant. In special circumstances, the Committee may
extend for up to 60 additional days the deadline for its decision, provided the Committee notifies
the Claimant of the need for the extension within 60 days after its receipt of the request for
review. The notice of the final decision of the Committee shall include the reasons for its
decision, specific references to the Plan on which the decision is based and a statement of a
Participant’s right to receive, upon request and without charge, reasonable access to and copies of
all documents, records and other information relevant to the claim for benefits. The decision of
the Committee shall be final and binding on all parties.



 









 





ARTICLE VIII



ADMINISTRATION




     Section 8.1 Committee



          The Chief Executive Officer of the Company (the “CEO”) shall appoint not less than three (3)
members of a committee, to serve at the pleasure of the CEO to administer the Plan. Members of the
Committee may but need not be employees of the Company and may but need not be participants in the
Plan, but a member of the Committee who is eligible to participate in the Plan shall not vote or
act upon any matter which relates solely to such member as a Plan participant. All decisions of
the Committee shall be by a vote or written evidence of intention of the majority of its members
and all decisions of the Committee shall be final and binding.



     Section 8.2 Committee Membership



          Any member of the Committee may resign at any time by giving thirty (30) days’ advance written
notice to the CEO and to the remaining members (if any) of the Committee. A member of the
Committee, who at the time of his or her appointment to the Committee was an employee or director
of the Company, and who for any reason ceases to be neither an employee nor a director, as
applicable, of the Company, shall cease to be a member of the Committee effective on the date he or
she ceases to be neither an employee nor director, as applicable, of the Company unless the CEO
affirmatively continues his or her appointment as a member of the Committee. If there is a vacancy
in the membership of the Committee, the remaining members shall constitute the full Committee. The
CEO may fill any vacancy in the membership of the Committee, or enlarge the Committee, by giving
written notice of appointment to the person so appointed and to the other members (if any) of the
Committee, effective as stated in such written notice. However, the CEO shall not be required to
fill any vacancy in the membership of the Committee if there remain at least three members of the
Committee. Any notice required by this Section may be waived by the person entitled thereto.



     Section 8.3 Duties



     Except as otherwise provided herein, the Committee shall have the power and duty in its sole
and absolute discretion to do all things necessary or convenient to effect the intent and purposes
of the Plan, whether or not such powers and duties are specifically set forth herein, and, by way
of amplification and not limitation of the foregoing, the Committee shall have the power in its
sole and absolute discretion to:




     (a) provide rules for the management, operation and administration of the Plan, and,
from time to time, amend or supplement such rules;




     (b) interpret and construe the Plan in its sole and absolute discretion to the fullest
extent permitted by law, which interpretation and construction shall be final and conclusive
upon all persons;




     (c) correct any defect, supply any omission, or reconcile any inconsistency in the Plan
in such manner and to such extent as it shall deem appropriate in its sole discretion to
carry the same into effect;



 









 






     (d) make all determinations relevant to eligibility for benefits under the Plan,
including determinations as to: whether a Participant has incurred a termination of
employment, the existence of Cause or Good Reason, whether the amounts or benefits to be
provided under the Plan would be subject to additional taxes and penalties under Section
409A of the Code, and compliance with applicable restrictive covenants;




     (e) enforce the Plan in accordance with its terms and the Committee’s interpretation or
construction of the Plan as provided in subsection (b) above; and




     (f) do all other acts and things necessary or proper in its judgment to carry out the
purposes of the Plan in accordance with its terms and intent.



     The Committee shall have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to
interpret the terms and provisions of the Plan and to otherwise supervise the administration of the
Plan.



ARTICLE IX



MISCELLANEOUS




     Section 9.1 Applicable Law



     This is an employee benefit plan subject to ERISA and shall be governed by and construed in
accordance with ERISA and, to the extent applicable and not preempted by ERISA, the law of the
State of Delaware applicable to contracts made and to be performed entirely within that State,
without regard to its conflict of law principle.



     Section 9.2 Construction



     No term or provision of this Plan shall be construed so as to require the commission of any
act contrary to law, and wherever there is any conflict between any provisions of this Plan and any
present or future law, ordinance, or regulation, the latter shall prevail, but in such event the
affected provision of this Plan shall be curtailed and limited only to the extent necessary to
bring such provision with the requirements of the law.



     Section 9.3 Severability; Equitable Modification



     If a provision of this Plan shall be held illegal or invalid, the illegality or invalidity
shall not affect the remaining parts of this Plan and this Plan shall be construed and enforced as
if the illegal or invalid provision had not been included. If any court of competent jurisdiction
shall deem any provision of the Agreement too restrictive, the other provisions shall stand, and
the court shall modify the provision at issue to the point of greatest restriction permissible by
law.



     Section 9.4 Headings



     The Section headings in this Plan are inserted only as a matter of convenience of reference,
and in no way define, limit, or extend or interpret the scope of this Plan or of any particular
Section.



 









 





     Section 9.5 Assignability



     A Participant’s rights or interests under this Plan shall not be assignable or transferrable
(whether by pledge, grant of a security interest, or otherwise), except by will or by the laws of
descent and distribution.



     Section 9.6 No Waiver



     Any waiver of breach of any of the terms, provisions, or conditions of this Agreement must be
in writing to be effective, and shall not be construed or held to be a waiver of any other breach,
or a waiver of, acquiescence in, or consent to any further succeeding breach thereof.



     Section 9.7 Term



     This Plan shall continue in full force and effect until its terms and provisions are
completely carried out, unless terminated by the Board with at least a majority vote before the
commencement of a Change in Control Period (as defined below). A “Change in Control Period” shall
commence upon the earlier of (i) the first day the Company (or any Person on its behalf) begins
negotiations to effect a Change in Control and (ii) the Company executing a letter of intent
(whether or not binding) or a definitive agreement to effect a Change in Control and shall expire
upon the first to occur of (A) the occurrence of a Change in Control and (B) the first anniversary
of the commencement of the Change in Control Period.



     Section 9.8 Amendment/Termination



     This Plan may be amended in any respect by resolution adopted by the Board until the
commencement of a Change in Control Period; provided, however, that this Section 9.8 shall not be
amended, and no amendment to the Plan shall be effective if made during a Change in Control Period
except to the extent that such amendment is agreed to by the affected Participants in writing.
After a Change in Control occurs, this Plan shall no longer be subject to amendment, change,
substitution, deletion, revocation or termination in any respect whatsoever until the second
anniversary of such Change in Control. No agreement or representations, written or oral, express or
implied, with respect to the subject matter hereof, have been made by the Company which are not
expressly set forth in this Plan. Amendment or termination of the Plan shall not accelerate (or
defer) the time of any payment under the Plan that is deferred compensation subject to Section 409A
of the Code if such acceleration (or deferral) would subject such deferred compensation to
additional tax or penalties under Section 409A.



     Section 9.9 Notices



     For purposes of this Plan, notices and all other communications provided for herein shall be
in writing and shall be deemed to have been duly given when personally delivered, or sent by
certified or overnight mail, return receipt requested, postage prepaid, addressed to the respective
addresses last given by each party to the other, provided that all notices to the Company shall be
directed to the attention of the Board. All notices and communications shall be deemed to have been
received on the date of delivery thereof if personally delivered, on the third business day after
the mailing thereof, or on the date after sending by overnight mail, except that notice of



 









 







change of address shall be effective only upon actual receipt. No objection to the method of
delivery may be made if the written notice or other communication is actually received.



     Section 9.10 Exculpation



     To the extent permitted by applicable law, no member of the Committee serving as Plan
administrator nor any other officer, employee or director of the Company acting on behalf of the
Company with respect to this Plan shall be directly or indirectly responsible or otherwise liable
by reason of any action or default as a member of that Committee, Plan administrator or other
officer or employee of the Company acting on behalf of the Company with respect to this Plan, or by
reason of the exercise of or failure to exercise any power or discretion as such person, except for
any action, default, exercise or failure to exercise resulting from such person’s gross negligence
or willful misconduct. To the extent permitted by applicable law, no member of the Committee shall
be liable in any way for the acts or defaults of any other member of the Committee, or any of its
advisors, agents or representatives.



     Section 9.11 Indemnification



     The Company shall indemnify and hold harmless each member of the Committee serving as Plan
administrator, and each other officer, employee or director of the Company acting on behalf of the
Company with respect to this Plan, against any and all expenses and liabilities arising out of his
or her own membership on the Committee, service as Plan administrator, or other actions respecting
this Plan on behalf of the Company, except for expenses and liabilities arising out of such
person’s gross negligence or willful misconduct. A person indemnified under this Section who seeks
indemnification hereunder (“Indemnitee”) shall tender to the Company a request that the Company
defend any claim with respect to which the Indemnitee seeks indemnification under this Section and
shall fully cooperate with the Company in the defense of such claim. If the Company shall fail to
timely assume the defense of such claim, then the Indemnitee may control the defense of such claim.
However, no settlement of any claim otherwise indemnified under this Section shall be subject to
indemnity hereunder unless the Company consents in writing to such settlement.



     Section 9.12 Information



     The Company and the Participant shall furnish to the Committee in writing all information the
Committee may deem appropriate for the exercise of their powers and duties in the administration of
the Plan. Such information may include, but shall not be limited to, the names of all Plan
participants, their earnings and their dates of birth, employment, termination or death. Such
information shall be conclusive for all purposes of the Plan, and the Committee shall be entitled
to rely thereon without any investigation thereof.



     Section 9.13 No Property Interest



     The Plan is unfunded. Severance pay shall be paid exclusively from the general assets of the
Company and any liability of the Company to any person with respect to benefits payable under the
Plan shall give rise solely to a claim as an unsecured creditor against the general assets of the
Company. Any claim a Participant may have, or any interest in or right to any compensation,
payment or benefit payable hereunder, shall rely solely upon the unsecured



 









 







promise of the Company for the payment thereof, and nothing herein contained shall be
construed to give to or vest in a Participant or any other person now or at any time in the future,
any right, title, interest or claim in or to any specific asset, fund, reserve, account, insurance
or annuity policy or contract, or other property of any kind whatsoever owned by the Company, or in
which the Company may have any right, title or interest now or at any time in the future.



     Section 9.14 Beneficiary



     Any payment due under this Plan after a Participant’s death shall be paid to such person or
persons, jointly or successively, as such Participant may designate, in writing filed with the
Committee during such Participant’s lifetime in a form acceptable to the Committee, which a
Participant may change without the consent of any beneficiary by filing a new designation of
beneficiary in like manner. If no designation of beneficiary is on file with the Committee or no
designated beneficiary is living or in existence upon such Participant’s death, such payments shall
be made to such Participant’s surviving spouse, if any, or if none, to such Participant’s estate.



     Section 9.15 Plan Year



     The fiscal records of the Plan shall be kept on the basis of a plan year which is the calendar
year.





 









 








Exhibit A




Restrictive Covenants Agreement




     THIS AGREEMENT (this “Agreement”), effective as of ___, 2007 (the “Effective Date”), is
between Dolan Media Company, a Delaware corporation (the “Company”), and                     
(“Executive”).



PRELIMINARY RECITALS




     The Company currently employs Executive as its                     .



     The Company desires to continue to employ Executive and Executive desires to be employed by
the Company as the                      of the Company on the terms and conditions contained herein.



     The Company has approved the Dolan Media Company Executive Change in Control Plan (the “Plan”)
and has designated the Executive as a Participant pursuant to Section 3.1 of the Plan.



     Upon the execution of this Agreement, the Executive shall be a Participant in the Plan.



AGREEMENT




     In consideration of the premises, the mutual covenants of the parties hereinafter set forth
and other good and valuable consideration, including, but not limited to, the continued employment
of the Executive and the benefits under the Plan, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Confidential Information. Other than in the performance of his or her duties
hereunder, while employed by the Company and thereafter, Executive shall keep secret and retain in
strictest confidence, and shall not, without the prior written consent of the Board, furnish, make
available or disclose to any third party or use for Executive’s own benefit or the benefit of any
third party, any Confidential Information. As used herein, “Confidential Information” shall mean
any information relating to the business or affairs of the Company, including, but not limited to,
the Company’s products, servicing methods, development plans, costs, finances, marketing plans,
equipment configurations, data, data bases, access or security codes or procedures, business
opportunities, names of customers, research and development, inventions, algorithms, know-how and
ideas, and other proprietary information used by the Company in connection with its business;
provided, however, that Confidential Information shall not include any information
which is in the public domain or becomes generally known in the industry other than as a result of
Executive’s breach of the covenant contained in this Paragraph 1 or the disclosure of which may be
required by law or in a judicial or administrative proceeding. Executive acknowledges that the
Confidential Information is vital, sensitive, confidential and proprietary to the Company.



A-1









 





     2. Non-Competition and Interference with Relationships. During employment and for a
period of twelve (12) months following the Separation of Service (as such term is defined in the
Plan) of the Executive (the “Restricted Term”), Executive shall not, directly or indirectly, alone
or in combination with any other firm, partnership, company, corporation or person:



          (a) (i) engage in, participate in or otherwise assist (whether as an owner, officer, partner,
principal, joint venturer, shareholder, director, member, manager, investor, employee, agent,
independent contractor, consultant or otherwise) any other person, entity or business (a
“Competitor”) engaged in or planning to engage in the Business of the Company (as defined below) in
any State of the United States of America, or in any foreign country in which the Company or an
affiliate or subsidiary of the Company is conducting such Business of the Company on the date of
such termination (the “Restricted Territory”), unless (x) at the time of the proposed action by
Executive, (1) the revenues of any such Competitor from a Business of the Company for the preceding
fiscal year of such Competitor constituted less than fifteen percent (15%) of the total revenues of
such Competitor for such fiscal year and (2) Executive provides the Company with a signed
certificate from the independent accountants for such Competitor stating that, in such independent
accountants’ good faith reasonable judgment, the annual revenues of such Competitor from a Business
of the Company will be less than fifteen percent (15%) of the total annual revenues of such
Competitor during the Restricted Term, or (y) the sole action of Executive with respect to a
Competitor that is a publicly traded company consists of acquiring not more than 1% of the
outstanding shares of such Competitor; or (ii) solicit or encourage any customer or partner of the
Company or its affiliates (determined as of the date of the Separation of Service) to terminate or
otherwise alter his or her, her or its relationship with the Company; or




          (b) employ, retain or solicit or attempt to solicit for employment or retention as an
independent contractor, or otherwise attempt to hire or assist in the hiring of (or assist any
other party to take any such action regarding), any individual employed or engaged by the Company
during the Restricted Term; or encourage, induce, or persuade any such person to terminate his or
her or her employment or other relationship with the Company.




          (c) For purposes hereof, “Business of the Company” means (i) the “court and commercial”
newspaper and/or “business journal” publishing business, (ii) the business of providing mortgage
default processing services and/or appellate services to the legal profession, or (iii) any
additional business in which the Company becomes engaged or has actively and substantially
implemented plans to become engaged as of the date of termination of the Employment Period;
provided that in the event any of the foregoing businesses are sold or are discontinued during the
Restricted Period, the “Business of the Company” shall cease to include such sold or discontinued
business as of the date of sale or discontinuation; provided further that if the Company becomes
re-engaged or implements plans to become re-engaged in any such sold or discontinued business, the
“Business of the Company” shall again include such business.




A-2









 








     3. Mutual Non-Disparagement. Neither party shall, at any time while the Executive is
employed by the Company or thereafter, make statements or representations, or otherwise
communicate, directly or indirectly, in writing, orally or otherwise, or take any action which may,
directly or indirectly, disparage or be damaging to the other party (including any of the Company’s
subsidiaries, other affiliates, officers, directors, employees, partners or stockholders);
provided that nothing in this Paragraph 3 shall preclude either party from making truthful
statements or disclosures that are required by applicable law, regulation or legal process.



     4. Scope and Severability. The parties acknowledge that the Business of the Company
is and will be national in scope and thus the covenants in this Agreement would be particularly
ineffective if the covenants were to be limited to a particular geographic area of the United
States. If any court of competent jurisdiction at any time deems the Restricted Term unreasonably
lengthy, or the Restricted Territory unreasonably extensive, or any of the covenants set forth in
this Agreement not fully enforceable, the other provisions of this Agreement, and this Agreement in
general, will nevertheless stand and to the fullest extent consistent with law continue in full
force and effect, and it is the intention and desire of the parties that the court treat any
provisions of this Agreement which are not fully enforceable as having been modified to the extent
deemed necessary by the court to render them reasonable and enforceable and that the court enforce
them to such extent (for example, that the Restricted Term be deemed to be the longest period
permissible by law, but not in excess of the length provided for in Paragraph 2, and the Restricted
Territory be deemed to comprise the largest territory permissible by law under the circumstances,
but not in excess of the territory provided for in Paragraph 2).



     5. Remedies. Executive acknowledges and agrees that the covenants set forth in this
Agreement (collectively, the “Restrictive Covenants”) are reasonable and necessary for the
protection of the Company’s business interests, that irreparable injury will result to the Company
if Executive breaches any of the terms of the Restrictive Covenants, and that in the event of
Executive’s actual or threatened breach of any of the Restrictive Covenants, the Company will have
no adequate remedy at law. Executive accordingly agrees that in the event of any actual or
threatened breach by him of any of the Restrictive Covenants, the Company shall be entitled to
immediate temporary injunctive and other equitable relief, without bond and without the necessity
of showing actual monetary damages. Nothing contained herein shall be construed as prohibiting the
Company from pursuing any other remedies available to it for such breach or threatened breach,
including the recovery of any damages or other remedies as specified in Section 4.4 of the Plan.
The provisions of this Agreement shall survive the expiration or earlier termination of this
Agreement for any reason.




	 	 	 	 	 	 	 
	 	 	 	 	DOLAN MEDIA COMPANY
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 	 	 	 	 
	Executive Signature	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Title:
	 	 	 	 	 
	Executive Name (print)	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:

	 	 	 	Dated:	 	 
	 

	 	 
	 	 	 	 





A-3









 








Exhibit B




Separation and General Release Agreement




     Dolan Media Company (“Company”), and                      (“Employee”), agree that this Separation
Agreement and General Release (“Agreement”) sets forth their complete agreement and understanding
regarding the termination of Employee’s employment with Company.



     1. Separation Date. Employee’s employment with Company will terminate/was terminated
effective                      (the “Separation Date”). Employee represents that the Employee has
returned all Company property to Company. Except as specifically provided below, Employee shall
not be entitled to receive any benefits of employment following the Separation Date.



     2. Consideration of Company. In consideration for the releases and covenants by
Employee in this Agreement, Company will provide Employee with: describe severance benefits.



     3. Employee Release of Rights and Agreement Not to Sue. Employee (defined for the
purpose of this Paragraph 3 as Employee and Employee’s agents, representatives, attorneys, assigns,
heirs, executors, and administrators) fully and unconditionally releases the Released Parties
(defined as the Company and any of its past or present employees, agents, insurers, attorneys,
administrators, officials, directors, shareholders, divisions, parents, subsidiaries, predecessors,
successors, employee benefit plans, and the sponsors, fiduciaries, or administrators of the
Company’s employee benefit plans) from, and agrees not to bring any action, proceeding or suit
against any of the Released Parties regarding, any and all known or unknown claims, causes of
action, liabilities, damages, fees, or remunerations of any sort, arising or that may have arisen
out of or in connection with Employee’s employment with or termination of employment from the
Company, including but not limited to claims for:




(a) violation of any written or unwritten contract, agreement, policy, benefit plan,
retirement or pension plan, option plan, severance plan, or covenant of any kind, or failure
to pay wages, bonuses, employee benefits, other compensation, attorneys’ fees, damages, or
any other remuneration; and/or




(b) discrimination, harassment, or retaliation on the basis of any characteristic protected
under law, including but not limited to race, color, national origin, sex, sexual
orientation, religion, disability, marital or parental status, age, union activity or other
protected activity; and/or




(c) denial of protection or benefits under any statute, ordinance, executive order, or
regulation, including but not limited to claims under Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in
Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the
Family and Medical Leave Act, the Workers’ Adjustment and Retraining Notification, the
Employee Retirement Income Security Act of 1974, the Illinois Wage Payment and Collection
Act, the Illinois Human Rights Act, or any other federal, state or



B-1









 







local statute, ordinance, or regulation regarding employment, termination of employment, or
discrimination in employment; and/or




(d) violation of any public policy or common law of any state relating to employment or
personal injury, including but not limited to claims for wrongful discharge, defamation,
invasion of privacy, infliction of emotional distress, negligence, interference with
contract.



     4. No Disparagement or Encouragement of Claims. Except as required by lawful subpoena
or other legal obligation, Employee agrees not to make any oral or written statement that
disparages or places the Company (including any of its past or present officers, employees,
products or services) in a false or negative light, or to encourage or assist any person or entity
who may or who has filed a lawsuit, charge, claim or complaint against the Released Parties (as
defined in Paragraph 3, above). Employee affirms that Employee has not done anything before
signing this Agreement that would violate this paragraph. If Employee receives any subpoena or
becomes subject to any legal obligation that implicates this paragraph, Employee will provide
prompt written notice of that fact to the Company (as provided below) and enclose a copy of the
subpoena and any other documents describing the legal obligation. [OPTIONAL]



     5. Non-admission/Inadmissibility. This Agreement does not constitute an admission
that the Company took any wrongful, unlawful, or harmful action, and the Company specifically
denies any wrongdoing. This Agreement is offered solely to resolve fully all matters related to
Employee’s employment with and termination from Company. This Agreement shall not be used as
evidence in any proceeding, except one alleging a breach of this Agreement.



     6. Severability. The provisions of this Agreement shall be severable such that the
invalidity of any provision shall not affect the validity of other provisions; provided, however,
that if a court or other binding authority holds that any release in Paragraph 3 is illegal, void
or unenforceable, Employee agrees to promptly execute a release and agreement that is legal and
enforceable.



     7. Governing Law. This Agreement shall be governed by and construed in accordance
with Delaware law, without regard to its principles of conflicts of laws.



     8. Entire Agreement. This Agreement represents the entire agreement and understanding
concerning Employee’s separation from the Company. This Agreement supersedes and replaces any and
all prior agreements, understandings, discussions, negotiations, or proposals concerning the
matters addressed herein; provided, however, that the Company’s Executive Change in Control Plan,
including without limitation Employee’s obligations thereunder and the applicable restrictive
covenants to which the Employee is bound, shall remain in full force and effect. In deciding to
sign this Agreement, Employee has not relied on any express or implied promise, statement, or
representation by the Company, whether oral or written, except as set forth herein.



     9. [FOR EMPLOYEES AGE 40+ ONLY] Revocation Period. Employee has the right to revoke
this Agreement, solely with regard to Employee’s release of claims under the Age



B-2









 







Discrimination in Employment Act and the Older Workers Benefit Protection Act, for up to seven
days after Employee signs it. In order to revoke this Agreement, Employee must sign and send a
written notice of the decision to do so, addressed to [insert title, and address], and that
written notice must be received by the Company no later than the eighth day after Employee signed
this Agreement. If Employee revokes this Agreement, Employee will not be entitled to any of the
consideration from the Company described in paragraph 2 above or under the Company’s Change in
Control Plan.



     10. Voluntary Execution of Agreement. Employee acknowledges that:




	 	a.	 	Employee has carefully read this Agreement and fully understands its meaning;
	 
	 	b.	 	Employee had the opportunity to take up to 21 days [45 days for those age 40+
discharged in a termination affecting more than 1 employee] after receiving this
Agreement to decide whether to sign it;
	 
	 	c.	 	Employee understands that the Company is herein advising him, in writing, to
consult with an attorney before signing it;
	 
	 	d.	 	Employee is signing this Agreement, knowingly, voluntarily, and without any
coercion or duress; and
	 
	 	e.	 	everything Employee is receiving for signing this Agreement is described in the
Agreement itself, and no other promises or representations have been made to cause
Employee to sign it.





	 	 	 	 	 	 	 
	 	 	 	 	DOLAN MEDIA COMPANY
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 	 	 	 	 
	Employee Signature	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Title:
	 	 	 	 	 
	Employee Name (print)	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:

	 	 	 	Dated:	 	 
	 

	 	 
	 	 	 	 






B-3