FIRST AMENDMENT TO
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.
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.
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