exv10w2



 




Exhibit 10.2




VOCUS, INC.

EMPLOYMENT AGREEMENT




To: [employee’s name]:



This Employment Agreement (this “Agreement”),
dated as of December 6, 2005 (the
“Effective Date”), establishes the terms of your continued employment with Vocus, Inc., a
Delaware corporation (the “Company”).





	1)	 	Employment and Duties. You and the Company agree to your continued employment as
[employee’s title] on the terms contained herein. In such position, you will report directory
to [title of employee that employee reports to] (the “Direct Report”). You agree to
perform whatever duties the Direct Report may assign you from time to time that are reasonably
consistent with your position. During your employment, you agree to devote your full business
time, attention, and energies to performing those duties (except as the Company may otherwise
agree).
	 
	2)	 	Term. The initial term of this Agreement shall be for a period of three years,
commencing as of the Effective Date, unless terminated earlier pursuant to Section 7 below.
This Agreement shall automatically renew for successive one-year periods thereafter (the
initial term and each such renewal period are collectively referred to as the “Term”)
unless, at least six months prior to the expiration of the initial term or any such renewal
period, either party gives written notice to the other party specifically electing to
terminate this Agreement at the end of the then-current initial term or renewal period, as
applicable (a “Notice of Non-Renewal”). In the event a Notice of Non-Renewal is
delivered by either party as provided above then, as of the end of the Term, unless you are no
longer an employee of the Company as of such time, you shall become an at-will employee of the
Company (provided that the provisions of this Agreement that expressly survive termination
shall continue to apply to you).
	 
	3)	 	Compensation.






	 	a)	 	Salary. For all services rendered by you under this Agreement, the Company will
pay you an annual salary (the “Salary”) of not less than US$[employee’s annual
salary], which may be increased, but not decreased, from time to time in such amounts as
may be determined by the Company’s Board of Directors (the “Board”) or the
compensation committee thereof, in accordance with its generally applicable payroll
practices.
	 
	 	b)	 	Bonus. In addition to your Salary, you shall be eligible during the Term to
receive quarterly bonuses (the “Bonus”) based on the Company’s achievement of its
financial performance goals, as determined by the Board or its compensation committee.
Provided that the Company’s goals have been met with respect to any quarter, as so
determined by the Board or its compensation committee, the Bonus payable on account of such
quarter will be not less than $[______]. Any such Bonus earned hereunder will be paid within
90 days after the end of the Company’s quarter. You must be employed at the end of the
applicable quarter in order to receive any Bonus to which you are otherwise entitled
pursuant to the terms of this Section 3(b).
	 
	 	c)	 	Equity. You shall be eligible to receive equity awards under any incentive
compensation, stock option or other equity plans of the Company now in effect or which may
be in effect at any time during the Term, subject to the discretion of the Board or any
committee thereof designated to administer any such plan.
	 
	 	d)	 	Employee Benefits. During the Term, the Company will provide you with the same
benefits as it makes generally available from time to time to the Company’s senior
executives, as those benefits are amended or terminated from time to time. Your
participation in the Company’s benefit plans will be subject to the terms of the applicable
plan documents and the Company’s




Page 1 of 8









 












	 	 	 	generally applied policies, and the Company, in its sole discretion, may adopt, modify,
interpret, or discontinue such plans or policies.






	4)	 	Vacation. You shall accrue at least four weeks of paid vacation per year. All terms
and conditions of your vacation benefit will be governed by the Company’s policies in effect
from time to time.
	 
	5)	 	Expenses. The Company will reimburse you for reasonable travel and other
business-related expenses you incur for the Company in performing your duties under this
Agreement. You must itemize and substantiate all requests for reimbursement and submit such
reimbursement requests in accordance with the Company’s policies in effect from time to time.
	 
	6)	 	No Other Employment. While the Company employs you, you agree that you will not,
directly or indirectly, provide services to any person or organization for which you receive
compensation or otherwise engage in activities that would conflict or interfere significantly
with your faithful performance of your duties as an employee without the Company’s prior
written consent. Notwithstanding the foregoing, you may (a) make and manage personal passive
business investments of your choice and serve in any director or similar type capacity with up
to three civic, educational or charitable organizations, or any trade association, without
seeking or obtaining the approval of the Company, provided such activities do not materially
interfere or conflict with the performance of your duties hereunder, and (b) with the approval
of the Company, serve on the boards of directors of other corporations.
	 
	7)	 	Termination. Subject to the provisions of this Section and of Section 8, you and the
Company agree that it may terminate your employment, or you may resign, prior to the
expiration of the Term, except that, if you voluntarily resign, you must provide the Company
with 30 prior written notice (unless the Board or your Direct Report has previously waived
such notice in writing or authorized a shorter notice period).






	 	a)	 	For Cause. The Company may terminate your employment for “Cause” if you:






	 	i)	 	commit a material breach of (A) your obligations or agreements under this
Agreement or (B) any of the covenants regarding non-disclosure of confidential
information, assignment of intellectual property rights, non-competition and/or
non-solicitation (collectively, “Restrictive Covenants”) applicable to you
under any Stock Option Agreement or other agreement entered into (whether before, on or
after the date hereof) between you and the Company;
	 
	 	ii)	 	willfully neglect or fail to perform your material duties or responsibilities
to the Company, such that the business or reputation of the Company is (or is
threatened to be) materially and adversely affected;
	 
	 	iii)	 	commit an act of embezzlement, theft, fraud or any other act of dishonesty
involving the Company or any of its customers; or
	 
	 	iv)	 	are convicted of or plead guilty or no contest to a felony or other crime that
involves moral turpitude.






	 	 	Your termination for Cause will be effective immediately upon the Company’s mailing or written
transmission of notice of such termination. Before terminating your employment for Cause under
clauses (i) or (ii) above, the Company will specify in writing to you the nature of the breach,
act, omission, refusal, or failure that it deems to constitute Cause and give you 30 days after
you receive such notice to the correct the situation (and thus avoid termination for Cause), if
such situation is capable of being corrected, unless the Company agrees to extend the time for
correction.






	 	b)	 	Without Cause. Subject to the applicable provisions in Sections 8 below, the
Company may terminate your employment under this Agreement before the end of the Term
without Cause.




Page 2 of 8









 












	 	c)	 	Disability. If you become disabled (as defined below), the Company may terminate
your employment. You are “disabled” if you are unable, despite whatever reasonable
accommodations the law requires, to render services to the Company for more than 90
consecutive days because of physical or mental disability, incapacity, or illness. You are
also “disabled” if you are found to be disabled within the meaning of the Company’s
long-term disability insurance coverage as then in effect (or would be so found if you
applied for the coverage or benefits).
	 
	 	d)	 	Good Reason. You may resign for “Good Reason” if the Company, without your
consent, (i) materially reduces your Salary, (ii) materially reduces your title, authority
or responsibilities, (iii) requires you to work in an office which is outside of a 30-mile
radius from the location of the Company’s principal executive office as of the Effective
Date, or (iv) fails to obtain the assumption of and agreement to perform this Agreement by
a successor as contemplated in Section 12 hereof.
	 
	 	 	 	You must give notice to the Company of your intention to resign for Good Reason within 30
days after the occurrence of the event that you assert entitles you to resign for Good
Reason. In that notice, you must state the condition that you consider provides you with
Good Reason and must give the Company an opportunity to cure the condition within 30 days
after your notice (with the 30 day period shortened to ten days if the failure relates to
non-payment of Salary and such nonpayment is not cured within five days after you provide
written notice of such non-payment to the Company). If the Company fails to cure the
condition, your resignation will be effective upon the expiration of the applicable cure
period (unless the Board has previously waived such notice period in writing or agreed to a
shorter notice period or unless mediation is proceeding in good faith, in which case such
resignation will be come effective 15 days after the end of such mediation, if not
previously cured).
	 
	 	 	 	You will not be treated as resigning for Good Reason if the Company already had given notice
of termination for Cause as of the date of your notice of resignation.
	 
	 	e)	 	Death. If you die during the Term, the Term will end as of the date of your death.






	8)	 	Consequences of Termination Prior to the Expiration of the Term.






	 	a)	 	Payments on Termination. If you resign or the Company terminates your employment
with or without Cause or because of disability or death, the Company will pay you any
unpaid portion of your Salary pro-rated through the date of actual termination, reimburse
any substantiated but unreimbursed business expenses, pay any accrued and unused vacation
time (to the extent consistent with the Company’s policies), and provide such other
benefits as applicable laws or the terms of the benefits require. Except to the extent the
law requires otherwise or as otherwise provided in this Agreement or in your option,
restricted stock or other equity instrument agreements, neither you nor your beneficiary or
estate will have any rights or claims under this Agreement or otherwise to receive
severance or any other compensation, or to participate in any other plan, arrangement, or
benefit, after such termination or resignation.
	 
	 	b)	 	Termination Due to Death. If your employment is terminated prior to the expiration
of the Term by reason of your death, the Company shall, in addition to the payments set
forth in Section 8(a), continue to pay your Salary, as then in effect, for a period of 12
months after the date of termination of your employment (after which time the Company shall
have no further obligation to pay Salary hereunder). The entitlement of any beneficiary of
yours to benefits under any benefit plan shall be determined in accordance with applicable
law and the provisions of such plan. In lieu of payments to your estate following your
death, you may designate a beneficiary or beneficiaries to whom all payments which may be
due under this Agreement will be made in the event of your death. Such designation shall
be made on a form delivered to the Company. You shall have the right to change or revoke
any such designation from time to time by filing a new




Page 3 of 8









 












	 	 	 	designation or notice of revocation with the Company, and no notice to any beneficiary nor
consent by any beneficiary shall be required to effect any such change or revocation. If
you shall fail to designate a beneficiary before your death, or if no designated beneficiary
survives you, any payments which may be due under this Agreement following your death will
be paid to your estate.
	 
	 	c)	 	Termination Due to Disability. If your employment is terminated prior to the end
of the Term due to disability, as determined in accordance with Section 7(c), the Company
shall, in addition to the payments set forth in Section 8(a), continue to pay your Salary,
as then in effect, for a period of 12 months after the date of termination of your
employment (after which time the Company shall have no further obligation to pay Salary
hereunder).
	 
	 	d)	 	Termination by the Company without Cause or by You with Good Reason. Anything
contained herein to the contrary notwithstanding, if before the end of the Term the Company
terminates your employment without Cause (other than as a result of your death or
disability) or you resign for Good Reason, you shall be entitled to the following, in
addition to the payments set forth in Section 8(a):






	 	i)	 	the Company shall continue to pay your Salary, as then in effect, for a period
of six months after the date of termination of your employment (the “Separation
Period”) (after which time the Company shall have no further obligation to pay
Salary hereunder);
	 
	 	ii)	 	any options, restricted stock or other equity instruments you have received or
do receive from the Company shall continue to vest in accordance with the vesting
schedule set forth therein and shall remain exercisable throughout the Separation
Period, as though you were to continue to be employed by the Company during the
Separation Period, notwithstanding any provision to the contrary in any agreement
evidencing an option, restricted stock or other equity grant;
	 
	 	iii)	 	the Company shall provide you and your beneficiaries, throughout the
Separation Period and at the Company’s expense, with continued coverage under the group
medical care, disability and life insurance benefit plans or arrangements in which you
are participating at the time of termination; provided, however, that if such coverage
is precluded by the terms of the Company’s benefit or insurance policies, the Company
shall make a cash payment to you in an amount sufficient to allow you to obtain
comparable benefits for such period; and provided, further, that the Company’s
obligation to provide such coverage shall be terminated if you obtain equivalent
substitute coverage from another employer at any time during the Separation Period; and
	 
	 	iv)	 	if your employment shall have been terminated hereunder within the 12 full
calendar month period following the effective date of a Change in Control (as defined
below), then a portion of any options, restricted stock or other equity instruments you
have received or do receive from the Company (each, an “Equity Award”) will
become fully exercisable upon such termination of employment, notwithstanding any
provision to the contrary in any agreement evidencing an Equity Award. The portion of
each such Equity Award that will become fully exercisable under such circumstances
shall be equal to the portion, if any, of such Equity Award that would otherwise become
exercisable during the one year period following the date of termination of employment,
provided that in any event at least 50% of the total number of shares (or equity
equivalents) originally subject to such Equity Award (less any shares or equity
equivalents previously exercised) shall be exercisable upon such termination of
employment. A “Change in Control” means and shall be deemed to have occurred
on the earliest of the following dates:




Page 4 of 8









 












	 	(A)	 	the date on which any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), other than an Excluded Owner, obtains “beneficial
ownership” (as defined in Rule 13d-3 of the Exchange Act) or a pecuniary interest
in 50% or more of the combined voting power of the Company’s then outstanding
securities (“Voting Stock”);
	 
	 	(B)	 	the consummation by the Company of a merger, consolidation,
reorganization or similar transaction, other than a transaction: (A) in which
substantially all of the holders of the Company’s Voting Stock immediately prior to
the consummation of the transaction hold or receive directly or indirectly 50% or
more of the voting stock of the resulting entity or a parent company thereof, in
substantially the same proportions as their ownership of the Company immediately
prior to the transaction; or (B) in which the holders of the Company’s capital
stock immediately before such transaction will, immediately after such transaction,
hold as a group on a fully diluted basis the ability to elect at least a majority
of the directors of the surviving corporation (or a parent company);
	 
	 	(C)	 	there is consummated a sale, lease, exclusive license or other
disposition of all or substantially all of the consolidated assets of the Company
and its subsidiaries (as determined by the Board), other than a sale, lease,
license or other disposition of all or substantially all of the consolidated assets
of the Company and its subsidiaries to (A) an Excluded Owner or (B) an entity, 50%
or more of the combined voting power of the voting securities of which are owned by
shareholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale, lease, license or other
disposition; or
	 
	 	(D)	 	individuals who, on the Effective Date, are members of the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority
of the members of the Board; provided, however, that if the appointment or election
(or nomination for election) of any new member of the Board was approved or
recommended by a majority vote of the members of the Incumbent Board then still in
office, such new member shall, for purposes hereof, be considered as a member of
the Incumbent Board.
	 
	 	 	 	An “Excluded Owner” consists of the Company, any entity owned, directly or
indirectly, at least 50% by the Company, any Company benefit plan, and any
underwriter temporarily holding securities for an offering of such securities.






	 	e)	 	Termination by You Following a Change in Control. Notwithstanding anything to the
contrary contained herein, you may resign, with or without Good Reason, effective at any
time during the one year period commencing on the six month anniversary of the effective
date of a Change in Control, upon not less than 30 days’ prior written notice to the
Company (which may be given prior to such six month anniversary date). Upon any such
resignation, you shall be entitled to the following, in addition to the payments set forth
in Section 8(a):






	 	i)	 	the Company shall continue to pay your Salary, as then in effect, during the
Separation Period; and
	 
	 	ii)	 	the Company shall provide you and your beneficiaries, throughout the
Separation Period, with continued coverage under the group medical care, disability and
life insurance benefit plans or arrangements in which you are participating at the time
of termination; provided, however, that if such coverage is precluded by the terms of
the Company’s benefit or insurance policies, the Company shall make a cash payment to
you in an amount sufficient to allow you to obtain comparable benefits for such period;
and provided, further, that the Company’s obligation to provide such coverage shall be
terminated if you obtain equivalent substitute coverage from another employer at any
time during such six month period.




Page 5 of 8









 












	 	f)	 	Conditions to Separation of Employment Benefits. Notwithstanding anything to the
contrary contained herein, it shall be a condition to the Company’s continued obligations
under Sections 8(c), (d) and (e) hereof that you comply with, and you agree to return any
payments previously made to you under Sections 8(c), (d) or (e) hereof if you fail to
comply with, any Restrictive Covenants applicable to you. You are not required to mitigate
amounts payable under this Section 8(f) by seeking other employment or otherwise, nor must
you return to the Company amounts earned under subsequent employment.






	9)	 	Section 409A.






	 	a)	 	To the extent that you would otherwise be entitled to any payment (whether pursuant
to this Agreement or otherwise) during the six months beginning on termination of
employment that would be subject to the additional tax imposed under Section 409A of the
Code (“Section 409A”), (i) the payment will not be made to you and instead will be
made to a trust in compliance with Revenue Procedure 92-64 (the “Rabbi Trust”) and
(ii) the payment, together with earnings on it, will be paid to you on the earlier of the
six-month anniversary of your Termination Date or your death or disability (within the
meaning of Section 409A). Similarly, to the extent you would otherwise be entitled to any
benefit (other than a payment) during the six months beginning on your termination date
that would be subject to the Section 409A additional tax, the benefit will be delayed and
will begin being provided (together, if applicable, with an adjustment to compensate you
for the delay) on the earlier of the six-month anniversary of your termination date or your
death or disability (within the meaning of Section 409A).
	 
	 	b)	 	The Company will not take any action that would expose any payment or benefit to
you to the additional tax of Section 409A unless (i) the Company is obligated to take the
action under an agreement, plan or arrangement to which you are a party, (ii) you request
the action, (iii) the Company advises you in writing that the action may result in the
imposition of the additional tax and (iv) you subsequently request the action in a writing
that acknowledges that you will be responsible for any effect of the action under Section
409A. The Company will hold you harmless for any action it may take in violation of this
Section, including any attorney’s fees you may incur in enforcing his rights.
	 
	 	c)	 	It is the Company’s intention that the benefits and rights to which you could
become entitled in connection with the termination of employment comply with Section 409A.
If you or the Company believe, at any time, that any of such benefit or right does not
comply, it will promptly advise the other and will negotiate reasonably and in good faith
to amend the terms of such arrangement such that it complies with Section 409A (with the
most limited possible economic effect on you and on the Company).






	10)	 	Expiration. The expiration of this Agreement upon the end of the Term following the
delivery of a Notice of Non-Renewal does not constitute termination with Cause nor provide
you with Good Reason and does not entitle you to any benefits under Section 8(d).
	 
	11)	 	Cooperation After Termination of Employment. Following the termination of your
employment with the Company for any reason, you shall fully cooperate with the Company in all
matters relating to the winding up of your pending work on behalf of the Company including,
but not limited to, any litigation in which you are involved, and the orderly transfer of any
such pending work to other employees of the Company as may be designated by the Company. The
Company shall reimburse you for any out-of-pocket expenses you incur in performing any work on
behalf of the Company following the termination of your employment.
	 
	12)	 	Restrictive Covenants. The Company and you acknowledge that the Restrictive
Covenants applicable to you pursuant to any agreement entered into between you and the Company
(a) shall remain in full force and effect, notwithstanding the execution and delivery of this
Agreement by the




Page 6 of 8









 












	 	 	parties, and (b) are intended by the parties to survive, and do survive, the expiration or
termination of this Agreement and your employment with the Company.
	 
	13)	 	Assignment. The Company shall assign this Agreement and its rights and obligations
hereunder in whole, but not in part, to any corporation or other entity with or into which the
Company may hereafter merge or consolidate or to which the Company may transfer all or
substantially all of its assets, if in any such case such corporation or other entity shall by
operation of law or expressly in writing assume all obligations of the Company hereunder as
fully as if it had originally been made a party hereto, but may not otherwise may not assign
or otherwise transfer this Agreement or any or all of its rights, duties, obligations, or
interests hereunder. You may not assign or otherwise transfer this Agreement or any or all of
your rights, duties, obligations, or interests hereunder.
	 
	14)	 	Severability. If the final determination of an arbitrator or a court of competent
jurisdiction declares, after the expiration of the time within which judicial review (if
permitted) of such determination may be perfected, that any term or provision of this
Agreement is invalid or unenforceable, the remaining terms and provisions will be unimpaired,
and the invalid or unenforceable term or provision will be deemed replaced by a term or
provision that is valid and enforceable and that comes closest to expressing the intention of
the invalid or unenforceable term or provision.
	 
	15)	 	Amendment; Waiver. Neither you nor the Company may modify, amend or waive the terms
of this Agreement other than by a written instrument signed by you and by another executive
officer of the Company duly authorized by the Board. Either party’s waiver of the other
party’s compliance with any provision of this Agreement is not a waiver of any other provision
of this Agreement or of any subsequent breach by such party of a provision of this Agreement.
	 
	16)	 	Withholding. All payments required to be made by the Company to you under this
Agreement shall be subject to the withholding of such amounts, if any, relating to tax and
other payroll deductions as the Company may reasonably determine should be withheld for
payment to the applicable taxing authorities pursuant to any applicable law or regulation.
	 
	17)	 	Governing Law. This Agreement shall be governed by the laws of the State of Maryland
exclusive of its choice of law provisions.
	 
	18)	 	Survival. Notwithstanding anything to the contrary contained in this Agreement, the
provisions of Sections 7 through 20 of this Agreement shall survive the termination or
expiration, for any reason, of this Agreement.
	 
	19)	 	Notices. Notices and other communications under this Agreement must be given in
writing by personal delivery, by certified mail, return receipt requested, or by overnight
delivery. You should send or deliver your notices to the Company’s corporate headquarters, to
the attention of the Company’s Secretary. The Company will send or deliver any notices given
to you at your address as reflected in the Company’s personnel records. You and the Company
may change the notice address by providing notice of such change. You and the Company agree
that notice is received on the date it is personally delivered, the date it is received by
certified mail, or the date of guaranteed delivery by overnight service, at the applicable
address set forth above.
	 
	20)	 	Entire Agreement. This Agreement supersedes any prior oral or written agreements,
negotiations, commitments, and writings between you and the Company with respect to the
subject matter hereof. All such other agreements, negotiations, commitments, and writings
will have no further force or effect; and the parties to any such other negotiation,
commitment, agreement, or writing will have no further rights or obligations thereunder.





[SIGNATURE PAGE FOLLOWS]




Page 7 of 8









 







If you accept the terms of this Agreement please sign in the space indicated below. You are
encouraged to consult with any advisors you choose regarding this Agreement.




	 	 	 	 	 
	 	 	Vocus, Inc.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:

Title:





I accept and agree to the terms of employment set forth in this Agreement:




	 	 	 
	 
 


	 	 
	Signature
	 	 
	 

	 	 
	 
 


	 	 
	Printed Name
	 	 
	 

	 	 
	 
 


	 	 
	Date
	 	 







Page 8 of 8










 






SCHEDULE OF MATERIAL DIFFERENCES TO EXHIBIT 10.2




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Initial Annual	 	 	Target Quarterly	 
	Name of Employee	 	Employee's Title	 	 	Salary	 	 	Bonus	 
	 
	 	 	 	 	 	 	 	 	 
	William Donnelly
	 	Vice President, Sales	 	$	175,000+	 	 	$	43,750	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Norman Weissberg
	 	Vice President, Account	 	$	165,000	 	 	$	41,250	 





+Salary to be increased effective January 1, 2006