EX-10.2






AMENDMENT TO STOCK OPTION AGREEMENT




This AMENDMENT TO STOCK OPTION 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 (the “Optionee”).



R E C I T A L S




WHEREAS, the Company and the Optionee are parties to a Stock Option Agreement entered into
with respect to the grant of an Option dated        (the “Stock Option
Agreement”) under the Company’s 2005 Stock Award Plan, pursuant to which the Optionee acquired
an option to purchase shares of the Common Stock of the Company; and



WHEREAS, the Company and the Optionee desire to amend the Stock Option 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 Stock Option Agreement. Effective as of the Effective Date,
Section 2 of the Stock Option Agreement is deleted in its entirety and the following is substituted
in lieu thereof:



“2. Continued and Accelerated Vesting. Notwithstanding any other provision
in this Option Agreement:



(a) If the Company terminates the Optionee’s employment without Cause (other than as a result
of the Optionee’s death or disability) or the Optionee resigns for Good Reason, any unvested
portion of the Option shall continue to vest in accordance with the vesting schedule set forth
herein and shall remain exercisable for the period set forth in the Optionee’s employment agreement
with the Company dated May 30, 2013 (the “Employment 



Agreement”) after the date of termination of the Optionee’s employment, as though the
Optionee were to continue to be employed by the Company during such period.



(b) 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 the Optionee’s employment without Cause (other than as a result of Optionee’s
death or disability) or the Optionee resigns for Good Reason, and if the Option has not then
expired, then the unvested portion of the Option will become fully vested and exercisable upon the
later of the effective date of the Change in Control or such termination of employment.



(c) For purposes of this Agreement, 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 Section 2 shall be subject to such additional requirements, including without limitation
the execution of a release by the Optionee, as shall be provided under the Employment Agreement.”



2. No Other Amendments. Except as expressly amended hereby, the provisions of the
Stock Option 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 Stock Option 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 the Optionee in
counterparts, which taken together shall be deemed one original.



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




OPTIONEE




      




Signature




VOCUS, INC., a Delaware corporation




By:       

Name:

Title:





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