exv10w8



 




Exhibit
10.8




Vocus, Inc.



2005 STOCK AWARD PLAN

STOCK OPTION AGREEMENT




     Unless otherwise defined herein, the terms defined in the 2005 Stock Award Plan shall have the
same 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:
	 		 
	 	 	 	 	 
	 

	 	Total Exercise Price:
	 	$	 
	 	 	 	 	 





	 	 	 	 	 
	 

	 	Type of Option:
	 	                      Incentive Stock Option
	 

	 	 	 	                      Nonstatutory Stock Option







Expiration Date: As provided in Section 3 of the Agreement.




Vesting Schedule: This Option shall be vested according to the following vesting
schedule:





Exercise Schedule: To the extent vested, this Option shall be exercisable during
its term as provided in Section 3 of the Stock Option Agreement.



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II. AGREEMENT




     1. Grant of Option. The Plan Administrator of the Company hereby grants to the
Optionee named in the Notice of Stock Option Grant (the “Optionee”), an option (the “Option”) to
purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price
per Share set forth in the Notice of 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 a conflict between the terms and conditions of the Plan and this
Option Agreement, the terms and conditions of the Plan shall prevail.



     If designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this
Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option
shall be treated as a Nonstatutory Stock Option (“NSO”).



     2. Exercise of Option.



          (a) Right to Exercise. This Option shall be exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable
provisions of the Plan and this Option Agreement.




          (b) Method of Exercise. This Option shall be exercisable by delivery of an exercise
notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the
election to exercise the Option, the number of Shares with respect to which the Option is being
exercised, and such other representations and agreements as may be required by the Company.




     No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such
exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the
Shares shall be considered transferred to the Optionee on the date on which the Option is exercised
with respect to such Shares.



     The Option shall be deemed exercised when the Company receives (i) written or electronic
notice of exercise (in accordance with this Option Agreement) from the Optionee (or other person
entitled to exercise the Option), and (ii) full payment for the Shares with respect to which the
Option is exercised, and (iii) any other documents required by this Option Agreement or the
Exercise Notice. Full payment may consist of any consideration and method of payment permitted by
this Option Agreement. Shares issued upon exercise of an Option shall be issued in the name of the
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 or
of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise
of the Option. The Company shall issue (or cause to be issued)
such Shares promptly after the Option is exercised. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the Shares are issued, except as
provided in Section 10(c) of the Plan.



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     Exercise of this Option in any manner shall result in a decrease in the number of Shares
thereafter available for sale under the Option, by the number of Shares as to which the Option is
exercised.



     3. Term. Optionee may not exercise the Option before the commencement of its term or
after its term expires. During the term of the Option, Optionee may only exercise the Option to
the extent vested. The term of the Option commences on the Date of Grant and expires upon the
earliest of the following:



          (a) With respect to the unvested portion of the Option, upon termination of Optionee’s
Continuous Service;




          (b) With respect to the vested portion of the Option, [three (3) months] after the termination
of Optionee’s Continuous Service for any reason other than Optionee’s Disability, death or
termination for Cause;




          (c) With respect to the vested portion of the Option, immediately upon the termination of
Optionee’s Continuous Service for Cause;




          (d) With respect to the vested portion of the Option, [twelve (12)] months after the
termination of Optionee’s Continuous Service due to Optionee’s Disability or death;




          (e) Immediately prior to the close of certain Corporate Transactions, pursuant to Section
10(c) of the Plan; or




          (f) The day before the [tenth (10th)] anniversary of the Date of Grant.




     4. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:



          (a) cash or check;




          (b) consideration received by the Company under a formal cashless exercise program adopted by
the 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 the
date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of the Exercised Shares.




     5. Optionee’s Representations. In the event the Shares have not been registered under
the Securities Act of 1933, as amended, 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 an investment representation statement in a form satisfactory to the
Company.



     6. Lock-Up Period. Optionee hereby agrees that Optionee shall not offer, pledge,
sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to



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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 other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any Common Stock (or other securities) of the Company held by
Optionee (other than those included in the registration) for a period specified by the
representative of the underwriters 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 under the Securities Act of 1933, as amended.




     Optionee agrees to execute and deliver such other agreements as may be reasonably requested by
the Company or the underwriter which are consistent with the foregoing or which are necessary to
give further effect thereto. In addition, if requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within
ten (10) days of such request, such information as may be required by the Company or such
representative in connection with the completion of any public offering of the Company’s securities
pursuant to a registration statement filed under the Securities Act. The obligations described in
this Section shall not apply to a registration relating solely to employee benefit plans on Form
S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating
solely to a Rule 145 (promulgated under the Securities Act of 1933, as amended) transaction on Form
S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions with respect to the shares of Common Stock (or other securities) subject to the
foregoing restriction until the end of said two hundred ten (210) day period. Optionee agrees that
any transferee of the Option or shares acquired pursuant to the Option shall be bound by this
Section.



     7. Restrictions on Exercise. This Option may not be exercised until such time as the
Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a
violation of any Applicable Law.



     8. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the Optionee.



9. Tax Obligations.




          (a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the
Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all
Federal, state, local and foreign 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 to deliver 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 otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of





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Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify
the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income
tax withholding by the Company on the compensation income recognized by the Optionee.




     10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference.
The Plan and this Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee’s interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws but not the choice of law
rules of the State of Delaware.



     11. No Guarantee of Continued Service. Optionee acknowledges and agrees that the
vesting of shares pursuant to the vesting schedule hereof is earned only by continuing as an
Employee, Consultant or Director (not through the act of being hired, being granted this Option or
acquiring shares hereunder). Optionee further acknowledges and agrees that this Agreement, the
transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an
express or implied promise of continued engagement as an Employee, Consultant or Director for the
vesting period, for any period, or at all, and shall not interfere in any way with Optionee’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 familiar
with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Plan Administrator upon any
questions arising under the Plan or this Option. Optionee further agrees to notify the Company
upon any change in the residence address indicated below.



	 	 	 	 	 
	Optionee

	 	Vocus, Inc.	 	 
	 
	 	 	 	 
	 	 	 
	Signature

	 	By	 	 
	 
	 	 	 	 
	 	 	 
	Print Name

	 	Title	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	Residence Address

	 	 	 	 






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EXHIBIT A




2005 STOCK AWARD PLAN

EXERCISE NOTICE




Vocus, Inc.

4296 Forbes Blvd.

Lanham, MD 20706




Attention:




     1. Exercise of Option. Effective as of today,                                         ,                     , the undersigned
(“Optionee”) hereby elects to exercise Optionee’s option to purchase                      shares of the Common
Stock (the “Shares”) of Vocus, Inc. (the “Company”) under and pursuant to the 2005 Stock Award Plan
(the “Plan”) and the Stock Option Agreement dated                                         ,                      (the “Option Agreement”).
Unless otherwise defined herein, the terms defined in the 2005 Stock Award Plan or the Stock Option
Agreement shall have the same defined meanings in this Exercise Notice.



     2. Delivery of Payment. Optionee herewith delivers to the Company the full purchase
price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in
connection with the exercise of the Option.



     3. Representations of Optionee. Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their
terms and conditions.



     4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall
be issued to the Optionee as soon as practicable after the Option is exercised in accordance with
the Option Agreement. No adjustment shall be made for a dividend or other right for which the
record date is prior to the date of issuance except as provided in Section 10(c) of the Plan.



     5. Tax Consultation. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents
that Optionee has
consulted with any tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for any tax advice.



     6. Restrictive Legends and Stop-Transfer Orders.



          (a) Legends. Optionee understands and agrees that the Company shall cause the legends
set forth below or legends substantially equivalent thereto, to be placed upon any






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certificate(s)
evidencing ownership of the Shares together with any other legends that may be required by the
Company or by state or federal securities laws:





     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER FOR A PERIOD NOT TO EXCEED 210 DAYS FOLLOWING THE EFFECTIVE DATE OF AN
UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT BE SOLD OR
OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE COMPANY OR THE
MANAGING UNDERWRITER.



          (b) Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance with
the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.




          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or
pay dividends to any purchaser or other transferee to whom such Shares shall have been so
transferred.




     7. Successors and Assigns. The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the
benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs,
executors, administrators, successors and assigns.



     8. Interpretation. Any dispute regarding the interpretation of this Exercise Notice
shall be submitted by Optionee or by the Company forthwith to the Plan Administrator which shall
review such dispute at its next regular meeting. The resolution of such a dispute by the Plan
Administrator shall be final and binding on all parties.



     9. Governing Law; Severability. This Exercise Notice is governed by the internal
substantive laws but not the choice of law rules of the State of Delaware. In the event that any
provision hereof becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Option Agreement will continue in full force and effect.



     10. Entire Agreement. The Plan and Option Agreement are incorporated herein by
reference. This Exercise Notice, the Plan, the Option Agreement and the Investment Representation
Statement constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the Company and Optionee
with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee.



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	Optionee

	 	Vocus, Inc.	 	 
	 
	 	 	 	 
	 	 	 
	Signature

	 	By	 	 
	 
	 	 	 	 
	 	 	 
	Print Name

	 	Title	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	Residence Address
	 	 	 	 






SIGNATURE PAGE OF STOCK OPTION EXERCISE NOTICE





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