Exhibit 10.7**Vocus, Inc.****2005 STOCK AWARD PLAN****STOCK OPTION AGREEMENT**          Unless otherwise defined herein, the terms defined in the 2005 Stock Award Plan shall have thesame defined meanings in this Stock Option Agreement.**I.** **  NOTICE OF STOCK OPTION GRANT**   **Name:**        **Address:**               The undersigned Optionee has been granted an Option to purchase Common Stock of the Company,subject to the terms and conditions of the Plan and this Option Agreement, as follows:     **Date of Grant:**            **Vesting Commencement Date:**            **Exercise Price per Share:** $           **Total Number of Shares Granted:**            **Type of Option:** **o**  Incentive Stock Option       **þ**  Nonstatutory Stock Option     **ExpirationDate:** As provided in Section 3 of the Agreement.     **Vesting Schedule:** This Option shall be vested according to the following vestingschedule:     *1/3 of the Shares subject to the Option shall vest on each of the first, second,and third anniversaries of the Vesting Commencement Date, subject to Optionee’sContinuous Service on such dates.*     **Exercise Schedule:** To the extent vested, this Option shall be exercisable during itsterm as provided in Section 3 of the Stock OptionAgreement.
-1-

 
**II.** **AGREEMENT**     1. Grant of Option. The Plan Administrator of the Company hereby grants to the Optionee named in the Notice ofStock Option Grant (the “*Optionee*”), an option (the “*Option*”) to purchase the number of Shares setforth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Noticeof Stock Option Grant (the “*Exercise Price*”), and subject to the terms and conditions of the Plan,which is incorporated herein by reference. Subject to Section 10(e) of the Plan, in the event of aconflict between the terms and conditions of the Plan and this Option Agreement, the terms andconditions of the Plan shall prevail.     2. Accelerated Vesting. Notwithstanding any other provision in this Option Agreement,any unvested portion of the Option shall vest immediately following a Change in Control.     3. Exercise of Option.          (a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Scheduleset out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and thisOption Agreement.          (b) Method of Exercise. This Option shall be exercisable by Optionee contacting the Company’s third-party stockoption administrator (the “*Administrator*”) via telephone or its web site and informing theAdministrator of Optionee’s election to exercise the Option, the number of Shares with respect towhich the Option is being exercised, and such other representations and agreements as may berequired.     No Shares shall be issued pursuant to the exercise of an Option unless such issuance and suchexercise complies with Applicable Laws. Assuming such compliance, for income tax purposes theShares shall be considered transferred to the Optionee on the date on which the Option is exercisedwith respect to such Shares.     The Option shall be deemed exercised when the Administrator receives (i) telephonic orelectronic notice of exercise (in accordance with this Option Agreement) from the Optionee (orother person entitled to exercise the Option), and (ii) full payment for the Shares with respect towhich the Option is exercised, and (iii) any other documents required by this Option Agreement orthe Administrator. Full payment may consist of any consideration and method of payment permittedby this Option Agreement. Shares issued upon exercise of an Option shall be issued in the name ofthe Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse.Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company orof a duly authorized transfer agent of the Company), no right to vote or receive dividends or anyother rights as a stockholder shall exist with respect to the Shares, notwithstanding the exerciseof the Option. The Company shall issue (or cause to be issued) such Shares promptly after theOption is exercised. No adjustment will be made for a dividend or other right for which the recorddate is prior to the date the Shares are issued, except as provided in Section 10(c) of the Plan.     Exercise of this Option in any manner shall result in a decrease in the number of Sharesthereafter available for sale under the Option, by the number of Shares as to which the Option isexercised.     4. Term. Optionee may not exercise the Option before the commencement of its term or after its termexpires. During the term of the Option, Optionee may only exercise the Option to the extentvested. The term of the Option commences on the Date of Grant and expires upon the ***earliest***of thefollowing:
-2-

 
          (a) With respect to the unvested portion of the Option, upon termination of Optionee’sContinuous Service;          (b) With respect to the vested portion of the Option, ninety (90) days after the terminationof Optionee’s Continuous Service for any reason other than Optionee’s Disability, death ortermination for Cause;          (c) With respect to the vested portion of the Option, immediately upon the termination ofOptionee’s Continuous Service for Cause;          (d) With respect to the vested portion of the Option, twelve (12) months after the terminationof Optionee’s Continuous Service due to Optionee’s Disability or death;          (e) Immediately prior to the close of certain Corporate Transactions, pursuant to Section10(c) of the Plan; or          (f) The day before the tenth (10th) anniversary of the Date of Grant.     5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combinationthereof, at the election of the Optionee:          (a) cash or check;          (b) consideration received by the Company under a formal cashless exercise program adopted bythe Company in connection with the Plan, if any; or          (c) surrender of other Shares which, (i) in the case of Shares acquired from the Company,either directly or indirectly, have been owned by the Optionee for more than six (6) months on thedate of surrender, and (ii) have a Fair Market Value on the date of surrender equal to theaggregate Exercise Price of the Exercised Shares.     6. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, asamended, at the time this Option is exercised, the Optionee shall, if required by the Company,concurrently with the exercise of all or any portion of this Option, deliver to the Company aninvestment representation statement in a form satisfactory to the Company.     7. Lock-Up Period. Optionee hereby agrees that Optionee shall not offer, pledge, sell, contract to sell, sellany option or contract to purchase, purchase any option or contract to sell, grant any option,right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,any Common Stock (or other securities) of the Company or enter into any swap, hedging or otherarrangement that transfers to another, in whole or in part, any of the economic consequences ofownership of any Common Stock (or other securities) of the Company held by Optionee (other thanthose included in the registration) for a period specified by the representative of theunderwriters of Common Stock (or other securities) of the Company not to exceed two hundred ten(210) days following the effective date of any registration statement of the Company filed underthe Securities Act of 1933, as amended.     Optionee agrees to execute and deliver such other agreements as may be reasonably requested bythe Company or the underwriter which are consistent with the foregoing or which are necessary togive further effect thereto. In addition, if requested by the Company or the representative of theunderwriters of Common Stock (or other securities) of the Company, Optionee shall provide, withinten (10) days of such request, such information as may be required by the Company or suchrepresentative in connection
-3-

 
with the completion of any public offering of the Company’s securities pursuant to aregistration statement filed under the Securities Act. The obligations described in this Sectionshall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8or similar forms that may be promulgated in the future, or a registration relating solely to a Rule145 (promulgated under the Securities Act of 1933, as amended) transaction on Form S-4 or similarforms that may be promulgated in the future. The Company may impose stop-transfer instructionswith respect to the shares of Common Stock (or other securities) subject to the foregoingrestriction until the end of said two hundred ten (210) day period. Optionee agrees that anytransferee of the Option or shares acquired pursuant to the Option shall be bound by this Section.     8. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by thestockholders of the Company, or if the issuance of such Shares upon such exercise or the method ofpayment of consideration for such shares would constitute a violation of any Applicable Law.     9. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws ofdescent or distribution and may be exercised during the lifetime of Optionee only by Optionee. Theterms of the Plan and this Option Agreement shall be binding upon the executors, administrators,heirs, successors and assigns of the Optionee.     10. Tax Obligations.          (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent orSubsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local andforeign income and employment tax withholding requirements applicable to the Option exercise.Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse todeliver Shares if such withholding amounts are not delivered at the time of exercise.          (b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwisedisposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the datetwo years after the Date of Grant, or (2) the date one year after the date of exercise, theOptionee shall immediately notify the Company in writing of such disposition. Optionee agrees thatOptionee may be subject to income tax withholding by the Company on the compensation incomerecognized by the Optionee.     11. Covenants Not to Compete or Hire Employees. The Company faces competition on aworldwide basis and Optionee, through his/her association with the Company as a director, shallacquire a considerable amount of valuable knowledge of the business of the Company. Therefore, itis necessary to afford fair protection to the Company from competition by Optionee. Consequently,as a material inducement to the Company to grant Optionee the Option, Optionee covenants and agreesthat for the period commencing with the Grant Date and ending one (1) year after Optionee’stermination of service with the Company (i) Optionee shall not engage, directly, indirectly or inconcert with any other person or entity (including, without limitation, those persons or entitiesin actual competition with the Company such as Aristotle International, Inc., Bacon’s Information,Inc., Biz360, Inc., BurrellesLuce, Cymfony, Inc., Democracy Data and Communications, LLC, GetActiveSoftware, Inc., Grassroots Enterprise, Inc., Legislative Demographic Services, Inc., PoliticalAction Committee Services LLC, Public Affairs Support Services, Inc., or TEKgroup International,Inc. or any other company directly engaged in public relations or government relations automation),in the business of public relations or government relations automation, broadcast news monitoringor in the business of designing, selling, developing, marketing, licensing, distributing orproviding to others any software, technology or services which perform functions which are the sameor similar to those performed by any software, technology or services being
-4-

 
designed, sold, developed, marketed, licensed, distributed or provided by the Company, in eachcase as of the date of such termination of service, and (ii) Optionee shall not collaborate with inany way whatsoever, or directly or indirectly work for or with, any person or entity with which theCorporation has any distribution, partnering, alliance or other similar agreement or arrangement,whether as a proprietor, partner, co-venturer, financier, investor or stockholder, director,officer, employer, employee, servant, agent, representative or otherwise.     Optionee further covenants and agrees that for the period commencing on the date of Optionee’stermination of service for any reason whatsoever and ending one (1) year after Optionee’stermination of service, Optionee shall not, directly or indirectly, (x) hire or engage or attemptto hire or engage any individual who shall have been an employee of the Company at any time duringthe two (2) year period prior to the date of Optionee’s termination of service, whether for or onbehalf of Optionee or for any entity in which Optionee shall have a direct or indirect interest (orany subsidiary or affiliate of any such entity), whether as a proprietor, partner, co-venturer,financier, investor or stockholder, director, officer, employer, employee, servant, agent,representative or otherwise, or (y) induce or attempt to induce any customer, developer, client,member, supplier, licensee, licensor, franchisee or other business relation of the Company to ceasedoing business with the Company, or in any way interfere with the relationship between any suchcustomer, developer, client, member, supplier, licensee or business relation and the Company(including, without limitation, making any negative statements or communications regarding theCompany).     12. Treatment of Information. Optionee acknowledges that, in and as a result ofhis/her service as a director, Optionee shall or may be making use of, acquiring and/or adding toconfidential information of a special and unique nature and value relating to such matters as theCorporation’s trade secrets, systems, programs, procedures, manuals, confidential reports andcommunications, the agreements with or terms of any relationship or agreement with any distributor,customer or strategic partner, and lists and/or electronic mail addresses of customers andprospective customers. Optionee further acknowledges that any information and materials receivedby the Corporation from third parties in confidence (or subject to nondisclosure or similarcovenants) shall be deemed to be and shall be confidential information within the meaning of thisSection. Optionee covenants and agrees that Optionee shall not, except with the prior writtenconsent of the Corporation, or except if Optionee is acting as a director of the Corporation solelyfor the benefit of the Corporation in connection with the Corporation’s business and in accordancewith the Corporation’s business practices policies, at any time during or following the term ofParticipant’s service as a director, directly or indirectly, disclose, divulge, reveal, report,publish, transfer or use, for any purpose whatsoever, any of such information which has beenobtained by or disclosed to Optionee as a result of his/her service as director of the Corporation.Disclosure of any such information of the Corporation shall not be prohibited if such disclosureis directly related to a valid and existing order of a court or other governmental body or agencywithin the United States; provided, however, that (i) Optionee shall first have given prompt noticeto the Corporation of any possible or prospective order (or proceeding pursuant to which any suchorder may result) and (ii) the Corporation shall have been afforded a reasonable opportunity toprevent or limit any such disclosure.     13. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreementconstitute the entire agreement of the parties with respect to the subject matter hereof andsupersede in their entirety all prior undertakings and agreements of the Company and Optionee withrespect to the subject matter hereof, and may not be modified adversely to the Optionee’s interestexcept by means of a writing signed by the Company and Optionee. This agreement is governed by theinternal substantive laws but not the choice of law rules of the State of Delaware.     14. No Guarantee of Continued Service.Optionee acknowledges and agrees that the vesting of shares pursuant to the vestingschedule hereof is earned only by continuing as
-5-

 
an Employee, Consultant or Director (not through the act of being hired, being grantedthis Option or acquiring shares hereunder). Optionee further acknowledges and agrees that thisAgreement, the transactions contemplated hereunder and the vesting schedule set forth herein do notconstitute an express or implied promise of continued engagement as an Employee, Consultant orDirector for the vesting period, for any period, or at all, and shall not interfere in any way withOptionee’s right or the company’s right to terminate Optionee’s relationship as an Employee,Consultant or Director, as applicable, at any time, with or without cause.     Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiarwith the terms and provisions thereof, and hereby accepts this Option subject to all of the termsand provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has hadan opportunity to obtain the advice of counsel prior to executing this Option and fully understandsall provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and finalall decisions or interpretations of the Plan Administrator upon any questions arising under thePlan or this Option. Optionee further agrees to notify the Company upon any change in theresidence address indicated below.   **Optionee** **Vocus, Inc.**      *Signature* *By*     Stephen A. Vintz, CFO   *Print Name*              Residence Address  
-6-