be responsible for the full cost of COBRA coverage should they elect to continue suchcoverage.     (B) Stock Options. Notwithstanding any provisions set forth in any plan documents oragreements, any stock options granted by Vocus to Employee as of the Resignation Date shallcontinue to vest for twelve (12) months following the Resignation Date, in accordance with theterms and conditions (other than the vesting terms) of the applicable plan documents associatedwith any such stock options, provided that such continued vesting shall only occur if Employeecontinues acting as a strategic consultant as set forth in Section III(A) below.**III. CONSULTANT AND BOARD OF DIRECTORS.**     (A) Employee agrees that from the Resignation Date through February 8, 2009 (hereinafter the“Consultation Period”), and for no additional compensation other than as provided in thisAgreement, Employee shall continue as a strategic consultant of Vocus and, as such, shall makehimself available to provide such advice and assistance as Vocus may from time to time reasonablyrequest during the Consultation Period. Provided, however, that Employee shall not be required towork more than eight (8) hours per day, two (2) days per week, eight (8) days per month orninety-six (96) days per year as a strategic consultant during the Consultation Period. During theConsultation Period, Employee shall report directly to Vocus’ Chief Executive Officer. The partiesagree that during the Consultation Period the relation created by this Agreement is that ofcontractee and independent contractor. Employee shall not be an employee of Vocus during theConsultation Period. During the Consultation Period Employee shall have control over the mannerand means of performing his job functions as a Strategic Consultant and shall complete it accordingto his own means and methods of work.     (B) Employee agrees to continue to serve as a member of Vocus’ Board of Directors until hiscurrent term as a member of the company’s Board of Directors terminates. For the remainder of histerm as a member of Vocus’ Board of Directors, Employee shall not receive any compensation beyondthe compensation set forth herein and, hereby, waives any rights to any monetary or equity basedconsideration normally paid to non-employee members of the company’s Board of Directors.     (C) Vocus shall promptly reimburse Employee for all appropriate and reasonable expensesincurred by Employee in performing services under this Agreement as a member of Vocus’ Board ofDirectors and as a strategic consultant, provided that Employee properly accounts for thoseexpenses in accordance with Vocus’ policies as they may be amended during the course of thisAgreement.**IV. GENERAL RELEASE BY EMPLOYEE**. Except as set forth in Paragraph V below or as otherwise setforth in this Agreement, Employee on his own behalf and for his spouse, heirs, successors, assigns,executors and representatives of any kind, hereby releases and forever discharges Vocus, itssubsidiaries and affiliates, and its
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and their present and former employees, directors, officers, agents, shareholders, and insurers andeach of their respective predecessors, heirs, executors, administrators, successors and assigns(collectively, the “Released Parties”), from any and all claims, demands, rights, liabilities, andcauses of action of any kind or nature, known or unknown, arising prior to or on the execution dateof this Agreement, including but not limited to any claims, demands, rights, liabilities and causesof action arising or having arisen out of or in connection with his employment or his terminationof employment with Vocus. This release specifically includes, but is not limited to, a release ofany and all claims pursuant to the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621etseq.**V. CLAIMS NOT WAIVED OR RELEASED**. This Agreement does not waive any claims that Employee may have(a) under any worker’s compensation law; (b) under any plan currently maintained by Vocus thatprovides for retirement benefits; (c) under any law or any policy or plan currently maintained byVocus that provides health insurance continuation or conversion rights; (d) that Employee by lawmay not waive; (e) not arising out of or in connection with his employment or the termination ofhis employment; (f) for indemnity for third party claims against Employee for actions taken whilehe was an employee or director of Vocus, as provided under Vocus by-laws or otherwise; (g) for anyclaims relating to relating to any stock options granted to Employee by Vocus; and (h) for anyclaims relating to any breach of this Agreement by Vocus.**VI. INDEMNIFICATION**. Vocus will indemnify and save Employee harmless from and against every claim,demand, liability, cost (including attorneys’ fees), charge, suit, judgment and expense of anynature which Employee may pay or incur as a consequence of serving as a strategic consultant.**VII. NOTICES**. Any notice to be given under this Agreement will be in writing, and will be deemedto have been duly given: (a) when delivered personally; (b) by facsimile, upon confirmation ofreceipt; (c) one day after delivery by overnight courier; or (d) on the fifth day following thedate of deposit in the United States mail if sent first class, postage prepaid, by registered orcertified mail. The addresses for such notices will be as follows:     For notices and communications to Vocus:Vocus, Inc.