EX-10.5






Exhibit 10.5




FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT




          THIS FIRST AMENDMENT, by and between Dolan Media Company, a Delaware corporation (the
“Company”); and James P. Dolan (“Executive”), is entered into on this 29th day of December 2008,
but effective as of the applicable dates set forth below.




PRELIMINARY RECITALS




          A. Employment Agreement. The Company and Executive have entered into a written
Employment Agreement (the “Employment Agreement”), dated as of April 1, 2007 (the “Original
Effective Date”), which remains in effect. Since then, Executive has continued to serve as Chief
Executive Officer and President of the Company, pursuant to the Employment Agreement; and Executive
is also currently serving as Chairman of the Board of Directors of the Company. Any capitalized
terms used in this Amendment, and not defined herein, shall have the meanings specified in the
Employment Agreement.




          B. Purpose of Amendment. The Company and Executive desire to minimize the risk to
Executive of premature income taxation and unnecessary penalties under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), by amending certain provisions of the Employment
Agreement to comply with Section 409A of the Code or applicable guidance or regulations thereunder.




AMENDMENT




          NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree to amend the Employment Agreement as follows:




          1. As of the Original Effective Date, the last sentence of Section 2.2 is hereby amended to
read as follows:





The Annual Bonus for a fiscal year shall be paid to Executive in a cash lump sum in
accordance with the terms of the Company’s annual bonus plan, but in any event shall
be paid within two and one-half months after such fiscal year.



          2. As of the Original Effective Date, the definition of “Good Reason” in Section 3.1(b) is
hereby amended to read as follows:





“Good Reason” means the occurrence, without Executive’s express written consent, of
any of the following events; provided, however, that Executive gives
the Company written notice of circumstances giving rise to any of the following
events no later than ninety (90) days after the date that such circumstances come
into existence; and provided further that any termination of Executive’s
employment for Good Reason, as a result of any such event or condition that is not
timely cured, must occur no later than the second anniversary of the date that such
event occurs: (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 otherwise substantially diminishes Executive’s duties or responsibilities with
respect to the Company; (iii) the Company breaches any of its obligations hereunder,



1









 







which breach remains uncured thirty (30) days after receipt by the Company of written
notice of such breach; (iv) a material diminution in Executive’s Base Salary or the
target amount of any Annual Bonus, or a material diminution in Benefits available to
Executive on the Effective Date or as hereafter may be made available to Executive,
other than, in each case under this clause (iv): (x) any such diminution that is
cured within thirty (30) days after receipt by the Company of written notice of such
diminution, or (y) any diminution of Benefits that also applies to the other senior
executives of the Company.



          3. As of the Original Effective Date, the last sentence of Section 3.2(b) (concerning certain
payments due after termination of Executive’s employment by the Company without Cause or by
Executive with Good Reason) is hereby deleted and replaced by three sentences reading as follows:





If the Company does not execute and deliver any such release to Executive at least
sixty (60) days before the end of the six (6) month period following Executive’s
Separation from Service, the Company shall be deemed to have elected not to require
Executive’s execution of such a release. If the Company shall have timely executed
and delivered such a release to Executive, and Executive either fails to execute and
deliver the release to the Company at least thirty (30) days before the end of that
six (6) month period, or he does so but rescinds such release before any payment is
otherwise due under Section 3.2(b)(iii) or Section 3.2(b)(iv), the Company shall have
no obligations under Sections 3.2(b)(iii) and (iv). Except for the Company’s
obligations, if any, 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.



          4. Except as expressly amended in this First Amendment, the Employment Agreement shall remain
in full force and effect according to its terms.




          IN WITNESS WHEREOF, the undersigned Executive and the Company have executed this Amendment on
the date first stated above, but effective retroactively as of the applicable effective dates
stated above.




	 	 	 	 	 
	 

	 	COMPANY:
	 	 
	 
	 	 	 	 
	 

	 	DOLAN MEDIA COMPANY	 	 
	 
	 	 	 	 
	 

	 	/s/ Scott J. Pollei	 	 
	 

	 	 	 	 
	 

	 	By: Scott J. Pollei, Executive Vice	 	 
	 

	 	President and Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	/s/ John Bergstrom	 	 
	 

	 	 	 	 
	 

	 	By: John Bergstrom, Chairman of the	 	 
	 

	 	Compensation Committee	 	 
	 
	 	 	 	 
	 

	 	EXECUTIVE:	 	 
	 
	 	 	 	 
	 

	 	/s/ James P. Dolan	 	 
	 

	 	 	 	 
	 

	 	James P. Dolan	 	 






2