EX-10.3






AMENDMENT TO RESTRICTED STOCK AGREEMENT




This AMENDMENT TO RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of
May 30, 2013 (the “Effective Date”), by and between Vocus, Inc., a Delaware corporation
(the “Company”), and Richard Rudman (“Recipient”).



R E C I T A L S




WHEREAS, the Company and Recipient are parties to a Restricted Stock Agreement entered into
with respect to the grant of Restricted Stock dated        (the “Restricted Stock
Agreement”) under the Company’s 2005 Stock Award Plan, pursuant to which Recipient acquired
shares of the Common Stock of the Company subject to the terms and conditions of the Restricted
Stock Agreement; and



WHEREAS, the Company and Recipient desire to amend the Restricted Stock Agreement in certain
respects.



NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the
parties hereto hereby agree as follows:



1. Amendment to the Restricted Stock Agreement. Effective as of the Effective Date,
Paragraph (c) of Section 2 of the Restricted Stock Agreement is deleted in its entirety and the
following is substituted in lieu thereof:



“(c) Notwithstanding any other provision in this Agreement:



(i) If the Company terminates Recipient’s employment without Cause (other than as a result of
Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall
continue to vest in accordance with the vesting schedule set forth herein for the period
set forth in Recipient’s employment agreement with the Company dated May 30, 2013 (the
“Employment Agreement”) after the date of termination of Recipient’s employment, as though
Recipient were to continue to be employed by the Company during such period.



(ii) If, during the period that begins 90 days prior to the effective date of a Change in
Control and ends on the six month anniversary of the effective date of the Change in Control, the
Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s
death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become
fully vested upon the later of the effective date of the Change in Control or such termination of
employment.



(iii) For purposes of this Paragraph (c), the terms “Cause”, “Good Reason” and “Change in
Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights
provided under this Paragraph (c) shall be subject to such additional requirements, including
without limitation the execution of a release by Recipient, as shall be provided under the
Employment Agreement.”



2. No Other Amendments. Except as expressly amended hereby, the provisions of the
Restricted Stock Agreement are and will remain in full force and effect.



3. Capitalized Terms. Capitalized terms used and not otherwise defined in this
Agreement shall have the meanings given such terms in the Restricted Stock Agreement.



4. Governing Law. This Agreement shall be governed by the laws of the State of
Delaware exclusive of its choice of law provisions.



5. Counterparts. This Agreement may be executed by the Company and Recipient in
counterparts, which taken together shall be deemed one original.



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IN WITNESS WHEREOF, the Company and Recipient have executed this Agreement as of the Effective
Date.




RECIPIENT




      




Signature




VOCUS, INC., a Delaware corporation




By:       

Name:

Title:





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