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EXHIBIT
10.1




EMPLOYMENT AGREEMENT




     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of April
1, 2007 (the “Effective Date”), between Dolan Media Company, a Delaware corporation (the
“Company”), and James P. Dolan (“Executive”) amends, restates and supersedes that certain
Employment Agreement, dated as of April 1, 2002, between Dolan Media Company, a predecessor company
(also with the same company name) to the Company that later assumed that Employment Agreement, and
Executive (the “Prior Agreement”).



PRELIMINARY RECITALS




     The Company currently employs Executive as its Chief Executive Officer and President and
Executive is currently serving as Chairman of the Board of Directors of the Company (the “Board”).



     The Company and Executive desire to amend, restate and supersede the Prior Agreement.



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



AGREEMENT




     In consideration of the premises, the mutual covenants of the parties hereinafter set forth
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



1. Employment.




     1.1 Engagement of Executive. The Company agrees to employ Executive as the Chief
Executive Officer and President of the Company and Executive accepts such employment by the Company
for a period of two (2) years beginning on the Effective Date and ending on March 31, 2009 (the
“Employment Period”); provided, however, that, effective on April 1, 2008, the Employment Period
shall, on a daily basis, be automatically extended by one (1) day, such that at any time, the
remaining Employment Period shall be one (1) year; provided further that such day-to-day extensions
shall cease in the event either the Company or Executive, as the case may be, provides written
notice of such cessation to the other party and such cessation of the automatic extensions shall be
effective as of the date of delivery of such notice as determined pursuant to Section 5.2 below.
Notwithstanding anything to the contrary contained herein, the Employment Period is subject to
termination by the Company or Executive pursuant to Section 3 below.



     1.2 Duties and Powers.



          (a) Service with the Company. During the Employment Period, Executive shall (i) serve
as the Company’s Chief Executive Officer and President and shall report directly to the Board, (ii)
have such responsibilities, duties and authorities, and render such services for




 









 







the Company, that Executive has or renders for the Company as of the Effective Date, and (iii) have
such other responsibilities, duties and authorities, and render such other services for the
Company, that are consistent with Executive’s position as Chief Executive Officer and President, as
the Board may from time to time reasonably direct.




          (b) Service with Subsidiaries and other Affiliates. During the Employment Period,
Executive shall (i) have such responsibilities, duties and authorities, and render such services
for the Company’s subsidiaries and other affiliates that (x) Executive renders for such
subsidiaries and other affiliates as of the Effective Date and (y) that are consistent with
Executive’s position as Chief Executive Officer and President of the Company, as the Board may from
time to time reasonably direct; and (ii) at the reasonable request of the Board, serve as the
President and Chief Executive Officer and director of each subsidiary or other affiliate of the
Company; provided that Executive shall not be entitled to any additional compensation for
serving as an officer or director of the Company’s subsidiaries and other affiliates.




          (c) Performance of Duties. Executive will devote his best efforts, energies and
abilities and his full business time, skill and attention (except for permitted vacation periods
and reasonable periods of illness) to the business and affairs of the Company, its subsidiaries and
other affiliates and shall perform the duties and carry out the responsibilities assigned to him,
to the best of his ability and in a diligent, trustworthy, businesslike and efficient manner.
Executive acknowledges that his duties and responsibilities will require his full-time business
efforts and agrees that during the Employment Period he will not engage in any other business
activity or have any business pursuits or interests, except activities or interests which do not
conflict with the business of the Company, its subsidiaries and other affiliates and do not
interfere with the performance of Executive’s duties hereunder; provided that Executive
shall be permitted to (i) continue to serve on (x) civic and charitable boards and committees
(provided that in March of each year hereunder, Executive furnishes the Board with a list of the
civic and charitable boards and committees that Executive is then serving on) and (y) the board of
directors of Advisor Media, Inc. and Peoples Educational Holdings, Inc., and (ii) manage his
personal investments and affairs, in each case so long as the activities referred to in clauses (i)
and (ii) above otherwise comply with the terms and conditions of this Agreement, including the
provisions of this Section 1.2(c); provided further that, other than the positions
and entities listed in clause (i)(y) above, Executive shall not, without the prior written consent
of the Board, be permitted to serve on any for profit entity’s board of directors or committee or
hold any similar position with respect to any such entity.




2. Compensation.




     2.1 Base Salary. Beginning on January 1, 2007 and ending December 31, 2007, the
Company will pay Executive a base salary (“Base Salary”) at the annual rate of Four Hundred and
Sixty-Three Thousand Dollars ($463,000). For the calendar year beginning January 1, 2008, and for
each subsequent calendar year during the Employment Period, the Company will pay Executive a Base
Salary equal to the Base Salary for the previous calendar year increased by the positive percentage
change, if any, in the CPI (as defined below) from the month of December from two (2) years prior
to the month of December from the previous year (e.g., the Base Salary effective for the 2008
calendar year will be equal to the Base Salary from 2007 increased by an amount equal to the
positive percentage change, if any, in the CPI from the month of December in 2006 to the month of
December in 2007). The Base Salary shall be payable in regular



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installments in accordance with the Company’s general payroll practices for salaried employees.
For purposes hereof, “CPI,” for any month of December, means Consumer Price Index for All Urban
Consumers, U.S. City Average, all items, not seasonally adjusted, for such month and compiled upon
data (with the base 1982-84 equals 100) for such month (the “Index”). In the event that
publication or issuance of the Index is discontinued or suspended, the CPI shall be an index
published or issued by the United States Department of Labor or any bureau or agency thereof that
computes information from substantially the same statistical categories and substantially the same
geographic areas as those computed in the Index and that weights such categories in a substantially
similar way to the weighting of the Index at the Effective Date. In the event that the Index is
calculated upon a base year other than 1982-84, such adjustments to the CPI for each calendar year
shall be calculated as necessary to ensure that the CPI for each such calendar year is based on the
same Index. Executive’s Base Salary shall be subject to annual review by the Compensation
Committee of the Board (the “Committee”) and may be further increased (but not decreased) from time
to time as the Board determines.



     2.2 Annual Bonus. During the Employment Period, in addition to the Base Salary,
Executive shall be eligible to receive an annual performance-based cash bonus (“Annual Bonus”) of
at least 60% of Executive’s Base Salary (the “Target Amount”) with respect to each fiscal year of
the Company. The Annual Bonus shall be based upon quantitative and qualitative performance goals
for the applicable fiscal year. Those goals shall be established by the Committee in its sole
discretion in accordance with the Company’s annual bonus plan. The Annual Bonus shall be paid in a
cash lump sum in accordance with the terms of the Company’s annual bonus plan.



     2.3 Discretionary Bonus. In addition to any Annual Bonus, the Committee may, in its
sole discretion, decide at any time to award the Executive with a discretionary bonus in an amount
determined by the Committee if it determines that such discretionary bonus is appropriate.



     2.4 Benefits. In addition to the Base Salary and Annual Bonus (if any) payable to
Executive hereunder, the Executive shall be entitled to four (4) weeks of paid vacation time per
year hereunder; club membership(s) as may be approved from time to time by the Committee; and all
other pension, welfare and fringe benefits and perquisites that are generally made available to
other senior executive officers of the Company (to the extent possible under applicable law) during
the Employment Period (the “Benefits”); provided that the Company does not guarantee the
adoption or continuance of any particular benefit plan or program or particular benefit.



     2.5 Reimbursement of Expenses. The Company shall pay or reimburse Executive for
reasonable expenses incurred in the discharge of his duties hereunder, in accordance with the
Company’s executive expense reimbursement policy as in effect from time to time. Executive shall
provide the Company with such vouchers or receipts as the Company deems reasonably necessary to
verify the amount of such expenses. The Company shall pay the reasonable fees, expenses and
disbursements incurred by Executive in connection with the negotiation and preparation of this
Agreement; provided, however, that such amount shall be paid as soon as
administratively possible and in no event later than March 15, 2008.



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     2.6 Taxes, etc. All compensation payable to Executive hereunder is stated in gross
amount and shall be subject to all applicable withholding taxes, other normal payroll deductions
and any other amounts required by law to be withheld.



     2.7 Indemnification. Executive shall be indemnified, and shall have his expenses
advanced with respect thereto, by the Company to the fullest extent authorized or permitted by
applicable law (as the same now exists or may hereafter be amended) by reason of the fact that he
is or was serving as a director, officer, employee or agent of any of the Company or its
subsidiaries or affiliates (or is or was serving at the request of the Company as a director,
officer, employee or agent of another enterprise) and the Company shall maintain directors and
officers liability insurance during the Employment Period and thereafter to the same extent as the
maximum amount of such coverage provided from time to time to other members of the Board.



     2.8 Legal Fees and Expenses. It is the intent of the Company that Executive shall not
be required to incur any legal expenses associated with the enforcement of his rights under this
Agreement by litigation or other legal action because the cost and expense thereof would
substantially detract from the benefits intended to be extended to Executive hereunder.
Accordingly, if the Company has failed, or is alleged to have failed, to comply with any of its
obligations under this Agreement, or in the event that the Company or any other person takes any
action to declare this Agreement void or unenforceable, in whole or in part, or institutes any
litigation designed to deny, or to recover from, Executive any benefits intended to be provided to
Executive hereunder, the Company irrevocably authorizes Executive from time to time to retain
counsel of his choice, at the expense of the Company as hereinafter provided, to represent
Executive in connection with the initiation or defense of any litigation, arbitration or other
legal action, whether by or against the Company or any director, officer, stockholder or other
person affiliated with the Company in any jurisdiction. The Company shall reimburse the Executive
within thirty (30) days after each written request therefore any and all reasonable attorneys’ and
related fees and expenses actually incurred by Executive in any such proceeding or otherwise as a
result of the Company’s failure to perform this Agreement or any provision hereof or as a result of
the Company or any other person contesting the validity or reasonableness of this Agreement.
Without limiting the generality of the forgoing, if any amount is not paid hereunder when due,
including, but not limited to, any amount of Base Salary, Annual Bonus (if any), fees or expenses,
the amount thereof shall bear interest from the due date thereof until paid in full at the rate of
10% per annum; provided, however, that the reimbursement for fees and expenses pursuant to this
Section 2.8 shall be made no later than the end of the calendar year following the calendar year in
which such legal fees or expenses were incurred. This Section 2.8 shall remain in effect
throughout the Employment Period and for a period of five (5) years following the termination of
the Employment Period.



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3. Termination.




     3.1 Termination.



          (a) The Employment Period (i) shall automatically terminate immediately upon Executive’s
death, (ii) may be terminated at any time by the Board as set forth herein for Cause or without
Cause, or by reason of Executive’s Permanent Disability, upon written notice to Executive, (iii)
may be terminated at any time by Executive with Good Reason upon written notice to the Company, or
(iv) may be terminated at any time by Executive without Good Reason and without liability upon
thirty (30) days prior written notice to the Company.




          (b) In addition to the capitalized terms defined elsewhere in this Agreement, the following
capitalized terms shall have the following meanings when used in this Agreement:




     “Cause” means the occurrence of any of the following events:



          (i) a material breach by Executive of any of the terms and conditions of this Agreement, which
breach remains uncured thirty (30) days after receipt by Executive of written notice of such
breach;




          (ii) Executive’s willful and material failure to perform his duties hereunder, including
willful excessive absenteeism unrelated to illness or permitted leave, which willful and material
failure remains uncured thirty (30) days after receipt by Executive of written notice of such
failure from the Board or its written representative, such written notice to specifically identify
the alleged failure;




          (iii) Executive is convicted of, or pleads guilty or nolo contendere to, theft, fraud,
misappropriation or embezzlement in connection with the Company’s or its subsidiaries’ or
affiliates’ business; or




          (iv) Executive is convicted of, or pleads guilty or nolo contendere to, criminal misconduct
constituting a felony;




          provided that, (x) for purposes of this definition, no act or failure to act by
Executive shall be “willful” if it is done, or omitted to be done, in good faith by Executive with
a reasonable belief that Executive’s act or omission was in the best interests of the Company, (y)
the Board shall not be permitted to terminate the Employment Period for Cause unless and until the
Board shall have delivered to Executive a copy of a resolution duly adopted by the affirmative vote
of not less than three-quarters (3/4) of the members of the Board (other than Executive) at a
meeting of the Board called and held for such purpose (after reasonable notice is provided to
Executive and Executive is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the
conduct described in the definition of “Cause” and specifying the particulars thereof in reasonable
detail, and (z) the definition of “Cause” hereunder shall supersede any definition of “cause”
contained in any employee benefit or incentive compensation plan or agreement now or hereafter
adopted by the Company and applicable to Executive that provides for a forfeiture or payment upon
the Executive’s violation of a Company policy or similar such conduct under such plan or agreement.




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          “Change of Control” means any of (i) a sale or conveyance to any Person of assets of the
Company constituting (x) the business information operating division, (y) the professional services
operating division, or (z) all or substantially all of the Company’s assets, (ii) a merger,
reorganization, consolidation or other transaction pursuant to which the beneficial owners of the
voting securities of the Company immediately before such transaction are not expected to
beneficially own, immediately after such transaction, directly or indirectly, more than 50% of the
voting securities of the surviving entity (or its parent) resulting from such transaction in
substantially the same proportions as immediately before such transaction, or (iii) the approval by
the stockholders of the Company of a complete liquidation or dissolution of the Company, as the
case may be.




     “Good Reason” means (i) the Company moves its principal offices from the Minneapolis-St. Paul
metropolitan area and requires Executive to relocate to the vicinity of such new offices; (ii) the
Company removes Executive as the Company’s Chief Executive Officer or substantially diminishes
Executive’s duties or responsibilities with respect to the Company; (iii) the Company breaches any
of its obligations hereunder, which breach remains uncured thirty (30) days after receipt by the
Company of written notice of such breach; (iv) a diminution in Base Salary or the target amount of
any Annual Bonus, or a material diminution in Benefits available to the Executive on the Effective
Date or as hereafter may be made available to the Executive, in each case other than: (x) an
inadvertent and isolated act or omission that is promptly cured upon notice by Executive to the
Company or (y) any diminution of Benefits applicable to the other senior executives of the Company;
(v) the failure of the Company’s successor in a Change of Control (pursuant to (i)(z) or (ii) of
the definition thereof) to assume this Agreement in connection with such Change of Control, (vi)
the occurrence of a Change of Control pursuant to clauses (i)(x) or (i)(y) of the definition
thereof, or (vii) on or after a Change of Control, a notice by the Company to Executive, pursuant
to Section 1.1, to terminate the automatic daily extension of the Employment Period; provided,
however that subsections (v), (vi) and (vii) of this definition of Good Reason shall no longer be
effective upon and following an initial public offering of the Company’s common stock.



     “Permanent Disability” as used herein shall mean that (i) Executive has begun receiving
long-term disability income insurance payments under any long-term disability income insurance
policy that the Company is then maintaining for the benefit of executive-level employees or (ii) if
the Company is not then maintaining long-term disability income insurance for executive-level
employees, Executive is unable to perform, by reason of physical or mental incapacity, his duties
or obligations under this Agreement for a period of ninety (90) days in any consecutive 120-day
period. The Board shall determine, according to the facts then available, whether and when
Executive’s Permanent Disability has occurred. Such determination shall be reasonable and the
Board, in making such determination, shall take into consideration the opinion of Executive’s
personal physician, if reasonably available.



     “Person” means any individual, partnership, limited liability company, corporation, joint
venture, trust, or other entity.



     “Separation from Service” means Executive’s termination of employment from the Company which
constitutes a “separation from service,” as such term is defined under Section



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409A of the Internal Revenue Code of 1986, as amended (the “Code”) or applicable guidance or
regulations thereunder.



     3.2 Compensation After Termination. (a) If the Employment Period is terminated (i) by
reason of Executive’s death, (ii) by the Company for Cause or by reason of Executive’s Permanent
Disability, or (iii) by Executive without Good Reason, then the Company shall have no further
obligations hereunder, including under Section 2, or otherwise with respect to Executive’s
employment from and after the termination date, except (x) for payment of Executive’s Base Salary
and Benefits accrued through the date of termination and any Annual Bonus due for the immediately
preceding fiscal year to the extent unpaid on the date of such termination, and (y) in the event
the Employment Period is terminated due to Executive’s death or Permanent Disability, Executive
shall receive a pro rata Annual Bonus as provided in Section 3.2(b)(iv), and the Company shall
continue to have all other rights available hereunder at law, in equity or otherwise in connection
with such termination; provided, however, such pro rata Annual Bonus, if any, shall
be paid at such time as such Annual Bonus would normally be required to be paid under the Company’s
annual bonus plan; provided further, that if the Employment Period is terminated by
reason of Executive’s Permanent Disability and such pro rata Annual Bonus would be payable under
the Company’s annual bonus plan earlier than the date which is six (6) months following the date on
which Executive incurs a Separation from Service with the Company, payment of such Annual Bonus
shall be made on the date which is six (6) months following Executive’s Separation from Service.



     (b) If the Employment Period is terminated by the Company without Cause or by Executive with
Good Reason, then, in either case, the Company shall pay, or provide, to Executive:



          (i) Executive’s Base Salary and Benefits accrued through the date of termination;




          (ii) any Annual Bonus due for the immediately preceding fiscal year to the extent unpaid on
the date of such termination;




          (iii) an amount equal to one (1) year of the annual Base Salary (at such amount before any
diminution of Base Salary constituting Good Reason for Executive’s resignation), payable to
Executive in a lump sum on the date which is six (6) months following Executive’s Separation from
Service; and




          (iv) a pro-rated portion (based upon the number of days elapsed in the fiscal year in which
the Employment Period is terminated through the date of such termination) of the Annual Bonus, if
any, that would have been payable to Executive for such fiscal year (before any diminution in the
target amount of such Annual Bonus constituting Good Reason for Executive’s resignation) had
Executive remained employed by the Company for the entire fiscal year. Such pro rata Annual Bonus,
if any, shall be paid at such time as such Annual Bonus would normally be required to be paid under
the Company’s annual bonus plan; provided, however, that if such pro rata Annual
Bonus would be payable under the Company’s annual bonus plan earlier than the date which is six (6)
months following the date on which Executive incurs a Separation from Service with the Company,
payment of such Annual Bonus shall be made on the date which is six (6) months following
Executive’s Separation from Service;




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provided that the Company’s obligation under Sections 3.2(b)(iii) and (iv) is contingent
on, if the Company so elects in its sole discretion, Executive’s and Company’s execution, delivery
and non-rescission of a mutual release of all claims against the Company and the Executive, as
applicable, in the form of Exhibit A attached hereto.



Except for its obligations under this Section 3.2(b) and as otherwise provided in Section 3.3, the
Company shall have no further obligations hereunder, including under Section 2, or otherwise with
respect to Executive’s employment from and after the termination date.




     3.3 Continuation of Medical and Dental Benefits. (a) If the Employment Period is
terminated (i) by the Company without Cause or (ii) by Executive with Good Reason, then, during the
eighteen (18) months following such termination (such period, the “Benefits Period”), the Company
shall provide medical and dental benefits to Executive and his covered dependents (in all events
below determined without regard for any diminution of such coverage constituting Good Reason for
his resignation hereunder), at the Company’s expense, subject to Executive timely electing coverage
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) on the
following terms and conditions:



          (A) So long as the terms of the medical and dental plan (the “Plan”) under which the medical
and dental benefits are provided allow Executive’s continued participation therein, the Company
will continue to offer Executive medical and dental coverage substantially equivalent to the
medical and dental coverage which Executive was receiving immediately prior to such termination;




          (B) If during the Benefits Period Executive is no longer eligible to receive the medical and
dental coverage provided under subparagraph (A) under the Plan but is eligible for a conversion
option providing comparable benefits (with full coverage credit for any preexisting condition
limitation) as those provided to Executive and his covered dependents under the Plan as he was
receiving immediately prior to such termination, then Executive shall exercise such conversion
option if directed by the Company and the Company shall thereafter pay the premium for such medical
and dental coverage to be provided under such conversion option for the duration of the Benefits
Period; and




          (C) If during the Benefits Period Executive and his covered dependents are no longer eligible
to receive medical and dental coverage under the Plan and are not eligible (or are no longer
eligible) for conversion coverage under the Plan, in both cases comparable to such coverage that
Executive and his covered dependents were receiving immediately prior to such termination as
provided under subparagraphs (A) and (B) above, then the Company shall reimburse Executive for the
duration of the Benefits Period for the premiums that Executive incurs to acquire medical and
dental coverage which is comparable to the medical and dental coverage which Executive was
receiving immediately prior to the end of coverage under the Plan or conversion option.




     (b) Any medical and dental coverage provided by the Company under this Section 3.3 shall run
simultaneously with any benefits to which Executive or his dependents may be entitled under COBRA.




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     3.4 Payment Delay. Any amount to be paid or benefit to be provided by the Company to
the Executive under Section 3.3 (and any other payment under this Agreement made in connection with
Executive’s termination of employment) which is deferred compensation subject to Section 409A of
the Code or applicable guidance or regulations thereunder, shall be paid to Executive in a lump sum
on the date which is six (6) months following the date of Executive’s Separation from Service.



     3.5 No Mitigation; No Set-Off. The Company’s obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by
any set-off, counterclaim, recoupment, defense or other claim, right or action (provided Executive
enters into and does not rescind the general release provided in Section 3.2(b) and subject to the
proviso in the succeeding sentence) which the Company may have against Executive or others, other
than any action the Company may need to take pursuant to Section 304 of the Sarbanes-Oxley Act of
2002. In no event shall Executive be obligated to seek other employment or take any other action
by way of mitigation of the amounts payable to Executive under any of the provisions of this
Agreement and such amounts shall not be reduced whether or not Executive obtains other employment;
provided that the Company’s obligation under Section 3.3 with respect to medical and dental
benefits shall be limited to the extent that Executive obtains any such medical or dental benefits
from another employer during the benefit continuation period provided thereunder, in which case the
Company may reduce the coverage of any medical and dental benefits it is required to provide
Executive under Section 3.3 as long as the aggregate coverages of the combined benefits provided by
the Company and such other employer are comparable to the benefits to be provided to Executive by
the Company under Section 3.3. The provisions of this Section 3.5 shall survive the expiration or
earlier termination of this Agreement for any reason.



4. Negative Covenants.




     4.1 Confidential Information. Other than in the performance of his duties hereunder,
during the Employment Period 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 Section 4.1 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.



     4.2 Non-Competition and Interference with Relationships. During the Employment Period
and for a period of twelve (12) months following the expiration or earlier termination of the
Employment Period (the “Restricted Term”), Executive shall not, directly or indirectly, alone or in
combination with any other firm, partnership, company, corporation or person:



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          (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 5% 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 termination of the Employment Period)
to terminate or otherwise alter his, 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, persuade 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 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.




     4.3 Mutual Non-Disparagement. Neither party shall, at any time during the Employment
Period 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 Section 4.3 shall preclude either party from making truthful statements or
disclosures that are required by applicable law, regulation or legal process.



     4.4 Scope and Severability. The parties acknowledge that the Business of the Company
is and will be national and international in scope and thus the covenants in this Section



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4 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 Section 4 not fully enforceable, the other provisions of Section 4, 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 Section 4.2, 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 Section 4.2).



     4.5. Remedies. Executive acknowledges and agrees that the covenants set forth in
this Section 4 (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. The provisions of Section 4 shall survive the expiration or
earlier termination of this Agreement for any reason.



5. Miscellaneous.




     5.1 Determinations by the Board or the Committee. Except as specifically provided
herein to the contrary (such as, without limitation, Executive’s rights to appear before the Board
in connection with any determination of Cause with respect to a termination of the Employment
Period by the Company), with respect to any determinations to be made by the Board or the Committee
in connection with Executive’s employment hereunder, Executive shall not have the right to
participate in the deliberations of such determination and shall abstain from any vote of the Board
or the Committee with respect thereto.



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     5.2 Notices. Any notices required hereunder shall be in writing and shall be deemed
delivered upon actual receipt (or refusal to accept receipt) and may be sent by (i) personal
delivery, (ii) U.S. certified or registered mail, return receipt requested, or (iii) reputable
overnight air courier service; for the Company, to the address listed below or for the Executive,
to the last address on file with the Company (or such other addresses as may be designated by
either party by giving notice in accordance with this Section 5.2):



          To the Company:



Dolan Media Company

706 Second Avenue South

Minneapolis, Minnesota 55402

Attention: John Bergstrom, Compensation Committee




     5.3 Entire Agreement. This Agreement embodies the complete agreement and
understanding among the parties and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related to the subject
matter hereof in any way, including, without limitation, the Prior Agreement.



     5.4 Counterparts. This Agreement may be executed on separate counterparts, each of
which is deemed to be an original and both of which taken together constitute one and the same
agreement.



     5.5 Successors and Assigns. This Agreement is intended to bind and inure to the
benefit of and be enforceable by Executive and the Company and their respective successors and
permitted assigns. Executive may not assign any of his rights or obligations hereunder without the
written consent of the Company.



     5.6 Amendments and Waivers. Any provision of this Agreement may be amended or waived
only with the prior written consent of the Company and Executive.



     5.7 Governing Law. This Agreement shall be construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and performance of this
Agreement shall be governed by, the laws of the State of Delaware, without giving effect to
provisions thereof regarding conflict of laws.



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     5.8 Section 409A. It is intended that any income or payments to Executive provided
pursuant to this Agreement (any such income or payments being referred to as “Payments”) will not
be subject to the additional tax and interest under Section 409A (a “Section 409A Tax”). The
provisions of the Agreement will be interpreted and construed in favor of complying with any
applicable requirements of Section 409A necessary in order to avoid the imposition of a Section
409A Tax. The Company and Executive agree to amend (including retroactively) the Agreement in
order to comply with Section 409A, including amending to facilitate the ability of Executive to
avoid the imposition of, or reduce the amount of, any Section 409A Tax. The Company and Executive
shall reasonably cooperate to provide full effect to this provisions and the consent to any
amendment described in the preceding sentence shall not be unreasonably withheld by either party.
The parties agree that neither party has (a) an obligation to bring any potential Section 409A Tax
to the attention of the other party or (b) any liability for any Section 409A Tax or any other
reporting or withholding obligation to the other party.



     IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first
written above.



	 	 	 	 	 
	 

	 	COMPANY:	 	 
	 

	 	DOLAN MEDIA COMPANY	 	 
	 
	 	 	 	 
	 

	 	/s/ Scott J. Pollei 

Scott J. Pollei
	 	 
	 

	 	Executive Vice President and	 	 
	 

	 	Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	/s/ John Bergstrom 

John Bergstrom
	 	 
	 

	 	Chairman of the Compensation Committee	 	 
	 
	 	 	 	 
	 

	 	EXECUTIVE:	 	 
	 
	 	 	 	 
	 

	 	/s/ James P. Dolan 

James P. Dolan
	 	 







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EXHIBIT A




MUTUAL RELEASE




     THIS MUTUAL RELEASE (this “Release”) is made as of this ___day of                     ,                     , by and
between Dolan Media Company, a Delaware corporation (the “Company”), and James P. Dolan
(“Executive”).



PRELIMINARY RECITALS




     A. Executive and the Company entered into that certain Amended and Restated Employment
Agreement, dated as of April 1, 2007 (the “Agreement”).



     B. Executive’s employment with the Company as Chief Executive Officer and President has
terminated.



     C. In connection with the termination of Executive’s employment, under the Agreement, the
Company may elect to require that Executive enter into a mutual release of claims in consideration
of the Company providing him with certain payments, benefits and a release of claims.



     D. This Mutual Release will not become effective unless both parties have signed it and the
rescission period has expired without any rescission by Executive.



AGREEMENT




     In consideration of the payments and other benefits due Executive under the Agreement, the
parties’ mutual execution of this release and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Executive’s Release: Executive, intending to be legally bound, does hereby, on behalf of
himself and his agents, representatives, attorneys, assigns, heirs, executors and administrators
(collectively, the “Executive Parties”) REMISE, RELEASE AND FOREVER DISCHARGE the Company, its
affiliates, subsidiaries, parents, joint ventures, and its and their officers, directors,
shareholders, members, managers and employees, and its and their respective successors and assigns,
heirs, executors, and administrators (collectively, the “Company Parties”) from all causes of
action, suits, debts, claims and demands whatsoever in law or in equity, which Executive or any of
the Executive Parties ever had, now has, or hereafter may have, by reason of any matter, cause or
thing whatsoever, through the date of this Release, and particularly, but without limitation of the
foregoing general terms, any claims arising from or relating in any way to Executive’s employment
relationship with Company, the terms and conditions of that employment relationship, and the
termination of that employment relationship, including, but not limited to, any claims arising
under the Age Discrimination in Employment Act (“ADEA”), as amended, 29 U.S.C. § 621 et seq., Title
VII of The Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of
1966, 42 U.S.C. § 1981, the Civil Rights Act of 1991, Pub. L. No. 102-166, the Americans with
Disabilities Act, 42 U.S.C. § 12101 et seq., the Fair Labor Standards Act, 29 U.S.C. § 201, et
seq., the National Labor Relations Act, 29 U.S.C. § 151 et seq., the Constitution for the State of
Minnesota or the Minnesota Human Rights Act, and any other claims under any federal, state or local
common



1









 







law, statutory, or regulatory provision, now or hereafter recognized, and any claims for
reasonable attorneys’ fees and costs, but not including such claims to payments, benefits and other
rights provided Executive under the Agreement or as may be due Executive under any employee benefit
plan of the Company in accordance with the terms of such plan. Executive does not release any
claims that the law does not allow to be waived or any claims that may arise after the date on
which he signs this Release. In addition, Executive does not release the right to file an
administrative charge of discrimination, or to cooperate with an administrative agency asserting
such claims on his behalf. This Release is effective without regard to the legal nature of the
claims raised and without regard to whether any such claims are based upon tort, equity, implied or
express contract or discrimination of any sort. Except as specifically provided herein, it is
expressly understood and agreed that this Release shall operate as a clear and unequivocal waiver
by Executive of any claim for accrued or unpaid wages, benefits or any other type of payment.



     Executive, on behalf of himself and the Executive Parties, agrees never to bring any action or
proceeding against the Company or any Company Party, regarding any matter released pursuant to the
previous first paragraph of this Section 1. Executive agrees that in the event that any claim,
suit or action released by this Release shall be commenced by him or any of the Executive Parties
against the Company or any Company Party, this Release shall constitute a complete defense to any
such claim, suit or action so instituted.



     Executive further agrees and recognizes that he has permanently and irrevocably severed his
employment relationship with the Company, that he shall not seek employment with the Company or any
presently-affiliated entity at any time in the future, and that the Company has no obligation to
employ him in the future.



     2. The Company’s Release: The Company hereby intending to be legally bound, does hereby
REMISE, RELEASE and FOREVER DISCHARGE Executive and his agents, representatives, attorneys,
assigns, heirs, executors and administrators from all debts, claims and demands whatsoever in law
or in equity, which Company ever had, now has, or hereafter may have, by reason of any matter,
cause or thing whatsoever, through the date of this Release, and particularly, but without
limitation of the foregoing general terms, any claims arising from or relating in any way to
Executive’s employment relationship with the Company. The Company does not release any claims that
the law does not allow to be waived or any claims that may arise after the date on which the
Company signs this Release. This Release is effective without regard to the legal nature of the
claims raised and without regard to whether any such claims are based upon tort, equity, implied or
express contract or discrimination of any sort.



     3. The parties agree and acknowledge that the Agreement, and the settlement and termination of
any asserted or unasserted claims against the Executive, the Executive Parties, the Company and the
Company Parties pursuant to this Release, are not and shall not be construed to be an admission of
any violation of any federal, state or local statute or regulation, or of any duty owed by the
Company or any of the Company Parties to Executive.



     4. Executive certifies and acknowledges as follows:



          (a) That he has read the terms of this Release, and that he understands its terms and effects,
including the fact that he has agreed to RELEASE AND FOREVER




2









 







DISCHARGE the Company and all Company Parties from any legal action or other liability of any type
related in any way to the matters released pursuant to this Release other than as provided in the
Agreement and in this Release;




          (b) That he has signed this Release voluntarily and knowingly in exchange for the
consideration described herein, which he acknowledges is adequate and satisfactory to him and which
he acknowledges is in addition to any other benefits to which he is otherwise entitled;




          (c) That he has been advised in writing to consult with an attorney prior to signing this
Release;




          (d) That he does not waive rights or claims that may arise after the date this Release is
executed other than those claims arising under the Agreement or any employee benefit plan of the
Company in accordance with the terms of such plan;




          (e) That the Company has provided him with a period of twenty-one (21) days within which to
consider this Release, and that Executive has signed on the date indicated below after concluding
that this Release is satisfactory to him; and




          (f) That he has fifteen (15) calendar days after signing this Release within which to rescind
this Release. To rescind his acceptance of this Release, Executive must deliver a written, signed
statement that he rescinds his acceptance to the Company by hand or by mail within the fifteen-day
revocation period. All deliveries must be made to the Company as provided in Section 5.2 of the
Agreement.




     Intending to be legally bound hereby, Executive and the Company executed the foregoing Release
this                      day of                     ,                     .



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	James P. Dolan
	 
	 	 	 	 	 	 	 	 
	Witness:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	DOLAN MEDIA COMPANY
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 
	Witness:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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