exv10w7



 



Exhibit 10.7




DOLAN MEDIA COMPANY




2007 INCENTIVE COMPENSATION PLAN




FORM
OF



RESTRICTED STOCK AWARD




     DOLAN MEDIA COMPANY, a Delaware corporation (the “Company”), hereby grants to [INSERT
NAME] (the “Grantee”) under the Dolan Media Company 2007 Incentive Compensation Plan (the
“Plan”) an Award of
                     shares of Restricted Stock (the “Shares”), pursuant to and
evidencing the grant thereof by the Committee on                      ___,                      (the “Award Date”) all in
accordance with and subject to the following terms and conditions. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Plan.



     1. Restrictions.



[INSERT TIME OR PERFORMANCE BASED RESTRICTIONS]




     2. Voting and Dividend Rights. Upon issuance of the certificate or certificates for
the Shares in the name of the Grantee, the Grantee shall thereupon be a stockholder with respect to
all the Shares represented by such certificate or certificates and, subject to the Restrictions
shall have the rights of a stockholder with respect to such Shares, including the right to vote
such Shares and to receive all dividends and other distributions paid with respect to such Shares.



     3. Escrow. Upon issuance, the certificates for the Shares shall be held in escrow by
the Company until, and to the extent, the Shares shall cease to be Restricted Stock because such
Shares have become non-forfeitable and vested hereunder, and the Grantee shall own such vested and
nonforfeitable Shares free of all Restrictions otherwise imposed by this Award Agreement in
accordance with Paragraph 1. Shares of Restricted Stock, together with any assets or securities
held in escrow hereunder, shall be (i) surrendered to the Company for cancellation upon forfeiture,
if any, of such Shares of Restricted Stock by the Grantee hereunder or (ii) subject to the
provisions of Paragraph 1, released to the Grantee to the extent the Shares are no longer subject
to any of the Restrictions otherwise imposed by this Award Agreement.



     4. Transfer Restrictions; Forfeitures. The Award and the Shares (until they become
unrestricted pursuant to the terms hereof) are non-transferable and may not be assigned, pledged or
hypothecated and shall not be subject to execution, attachment or similar process. Upon any
attempt to effect any such disposition, or upon the levy of any such process, the Award shall
immediately become null and void and the Shares shall be forfeited.



     5. Termination of Service. In the event the Grantee incurs a Termination of Service
for any reason, the Grantee will have such rights with respect to the Shares as are provided for in
the Plan.



     6. Taxes. In general, as Shares vest and the restrictions lapse, the Grantee
receives ordinary income equal to the fair market value of the vested Shares as of the date of
vesting, unless the Grantee elects within 30 days of the Award Date, to include in his or her gross
income for the year in which the Award Date occurs, the fair market value of the Shares at the



 









 







Award Date (an “83(b) election”). A Grantee should consult his or her own tax advisor
for information concerning the tax consequences of the grant of an Award or lapse of restrictions
with respect to the Shares.



     7. Withholding Taxes. No later than the date as of which an amount first becomes
includible in the gross income of the Grantee for Federal income tax purposes with respect to any
Award under the Plan, the Grantee shall pay to the Company, or make arrangements satisfactory to
the Committee regarding the payment of, any Federal, state, local or foreign taxes of any kind
required by law to be withheld with respect to such amount, in accordance with Section 18 of the
Plan. The obligations of the Company under the Plan shall be conditional on such payment or
arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the Grantee. A Grantee should consult his or her own
tax advisor for more information concerning the tax consequences of the grant of an Award.



     8. Death of Grantee. In the event of the death of the Grantee, the Shares shall be
registered in the name of the Beneficiary designated by the Grantee according to the terms of the
Plan. In the event that no Beneficiary has been designated, the Shares shall be registered in the
name of the estate of the Grantee.



     9. Change in Control. Upon a Change in Control, the Grantee will have such rights
with respect to the Shares as are provided for in the Plan.



     10. Effect of Amendment of Plan. No discontinuation, modification, or amendment of
the Plan may, without the express written consent of the Grantee, adversely affect the rights of
the Grantee under this Award, except as expressly provided under the Plan.



     This Award Agreement may be amended as provided under the Plan, but except as provided
thereunder any such amendment shall not adversely affect Grantee’s rights hereunder without
Grantee’s consent.



     11. No Limitation on Rights of the Company. The grant of this Award shall not in any
way affect the right or power of the Company to make adjustments, reclassifications, or changes in
its capital or business structure or to merge, consolidate, dissolve, liquidate, sell, or transfer
all or any part of its business or assets.



     12. Compliance with Applicable Law. Notwithstanding anything herein to the contrary,
the Company shall not be obligated to cause to be issued or delivered any certificates for Shares,
unless and until the Company is advised by its counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of governmental authority, and
the requirements of any exchange upon which Shares are traded. The Company may require, as a
condition of the issuance and delivery of such certificates and in order to ensure compliance with
such laws, regulations, and requirements, that the Grantees make such covenants, agreements, and
representations as the Company, in its sole discretion, considers necessary or desirable.



     13. Agreement Not a Contract of Employment or Other Relationship. This Agreement is
not a contract of employment, and the terms of employment of the Grantee or other



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relationship of the Grantee with the Company shall not be affected in any way by this
Agreement except as specifically provided herein. The execution of this Agreement shall not be
construed as conferring any legal rights upon the Grantee for a continuation of an employment or
other relationship with the Company, nor shall it interfere with the right of the Company to
discharge the Grantee and to treat him or her without regard to the effect which such treatment
might have upon him or her as a Grantee.



     14. Notices. Any notice or other communication required or permitted hereunder shall
be in writing and shall be delivered personally or sent by certified, registered, or express mail,
postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any such
notice shall be deemed given when received by the intended recipient.



     15. Governing Law. Except to the extent preempted by Federal law, this Agreement
shall be construed and enforced in accordance with, and governed by, the laws of the State of
Delaware without regard to the principles thereof relating to the conflicts of laws.



     16. Receipt of Plan. The Grantee acknowledges receipt of a copy of the Plan, and
represents that the Grantee is familiar with the terms and provisions thereof, and hereby accepts
this Award subject to all the terms and provisions of this Agreement and of the Plan. The Award is
granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference,
and the Award shall in all respects be interpreted in accordance with the Plan. The Committee
shall interpret and construe the Plan and this Agreement, and its interpretation and determination
shall be conclusive and binding upon the parties hereto and any other person claiming an interest
hereunder, with respect to any issue arising hereunder or thereunder. The Company may, in its sole
discretion, decide to deliver any documents related to the Shares of Restricted Stock by electronic
means and Grantee hereby consents to receive such documents by electronic delivery.



     17. Other Terms and Conditions. The foregoing does not modify or amend any terms of
the Plan. To the extent any provisions of the Agreement are inconsistent or in conflict with any
terms or provisions of the Plan, the Plan shall govern.



[Signature Page Follows]




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     IN WITNESS WHEREOF, this Agreement has been duly executed as of                     .



	 	 	 	 	 	 	 
	 	 	DOLAN MEDIA COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 







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