Vocus, Inc. Compensation Policy for Non-Employee Directors (Effective January 1, 2008)

Summary

This policy outlines the compensation for non-employee directors of Vocus, Inc. Each director receives an annual retainer of $40,000, with an additional $10,000 for the chairperson of the audit committee and the lead or chairperson of the compensation committee. Directors can choose to receive their retainer in cash or restricted stock, with payments or vesting occurring quarterly. Directors are also granted stock options and restricted stock, with amounts and vesting determined by the Board or its Compensation Committee. Additional stock options are provided to certain committee leaders.

EX-10.13 2 w51302exv10w13.htm EXHIBIT 10.13 exv10w13

Exhibit 10.13

VOCUS, INC.

COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS

Effective as of January 1, 2008, the compensation payable to the non-employee members of the board of directors of Vocus, Inc. shall be as follows:

Annual Retainer

	•		An annual retainer of $40,000. The retainer for service as a director includes meeting fees, service on one committee and informal meetings with the CEO and management as necessary.

	•		The chairperson of the audit committee and the lead director/chairperson of the compensation committee shall receive an additional retainer of $10,000.

	•		The annual retainer payable to directors shall be paid in restricted stock or cash. Each director will communicate his/her preference before January 31. Cash payments will be paid within a reasonable number of days after the end of the rolling quarter (i.e. 4/30, 7/31, 10/31 and 1/31) with 25% of the total retainer paid each quarterly. Restricted stock will be granted on January 31 and 25% of the shares vest on the last day of each rolling quarter of the service year.

Stock Based Compensation

	•		Each director shall receive a grant of options to purchase shares of the Company’s common stock with the amount and vesting of such awards determined by the Compensation Committee of the Board of Directors or the Board of Directors of the Company.

	•		Each director shall receive a restricted stock award with the amount and vesting of such awards determined by the Compensation Committee of the Board of Directors or the Board of Directors of the Company.

	•		The chairperson of the audit committee and the lead director/chairperson of the compensation committee shall receive additional grants of stock options with the amount and vesting of such awards determined by the Compensation Committee of the Board of Directors or the Board of Directors of the Company.