VOCUS, INC. EMPLOYMENT AGREEMENT

VOCUS, INC.
EMPLOYMENT AGREEMENT

To: Mark Heys:

This Employment Agreement (this “Agreement”), dated as of March 31, 2014 (the “Effective Date”), establishes the terms of your continued employment with Vocus, Inc., a Delaware corporation (the “Company”).

Term, you will be eligible to receive an annual bonus (the “Bonus”). The minimum and maximum potential Bonus amount for each fiscal year shall be set by the Board or the Compensation Committee. The actual Bonus amount payable for a fiscal year shall be determined by the Board or the Compensation Committee based on the extent to which performance criteria established for such fiscal year by the Board or the Compensation Committee have been satisfied. The Bonus, if any, earned by you for a fiscal year will be paid within 90 days after the end of such fiscal year; provided, that the Board or the Compensation Committee, in its sole discretion, may authorize the calculation and payment of your Bonus for a fiscal year in periodic installments, which may begin during such fiscal year and which shall end no later than the last day of such 90-day period. Notwithstanding the foregoing, in order to receive a Bonus payment for a fiscal year, you must be employed by the Company in good standing on the date such Bonus payment is scheduled to be made.

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 condition that it deems to constitute Cause and give you 15 days after you receive such notice to cure such condition (and thus avoid termination for Cause), if such condition is capable of being cured (as determined by the Company, in its sole discretion), unless the Company agrees to extend the time for cure.

In order to resign for Good Reason, 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 become 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 or Notice of Non-Renewal as of the date of your notice of resignation.

In the event that you are entitled to payments under both Section 8(b) and Section 8(c), you shall receive the payments under Section 8(c) in lieu of (and not in addition to) the payments under Section 8(b); provided, that, if you become eligible for payments pursuant to Section 8(c) as a result of the occurrence of a Change in Control, and prior to the effective date of such Change in Control payments have begun pursuant to Section 8(b), the payments pursuant to Section 8(b) shall reduce the amount payable to you pursuant to Section 8(c).

For all purposes of this Agreement, a “Change in Control” means and shall be deemed to have occurred on the earliest of the occurrence of the following events:

i) 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) of 50% or more of the combined voting power of the Company’s then outstanding securities;

ii) the consummation by the Company of a merger, consolidation, reorganization or similar transaction, other than a transaction in which the holders of the Company’s common stock immediately prior to the consummation of the transaction hold 50% or more of the common equity interests of the surviving entity in such transaction or a parent company of such surviving entity;

iii) the consummation of a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, 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 an Excluded Owner; or

iv) the replacement of a majority of the members of the Board over a two-year period from the directors who constituted the Board at the beginning of such period (the “Incumbent 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.

“Excluded Owner” means 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.

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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:             /s/ Stephen A. Vintz      

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

      /s/ Mark Heys     
Signature

      Mark Heys     
Printed Name

      3/31/14     
Date

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EXHIBIT A

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Agreement”) is made by and between [      ] (“Employee”) and        (the “Company”) (collectively, referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of       , 201       (the “Employment Agreement”); and

WHEREAS, in connection with the Employee’s termination of employment with the Company or a subsidiary or affiliate of the Company effective       , 20      , the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined below related to Employee’s employment with or separation from the Company or its subsidiaries or affiliates but, for the avoidance of doubt, nothing herein will be deemed to release any rights or remedies in connection with Employee’s ownership of vested equity securities of the Company or Employee’s right to indemnification by the Company or any of its affiliates pursuant to the Company’s bylaws or pursuant to any contract (including without limitation an insurance policy) or applicable law (collectively, the “Retained Claims”).

NOW, THEREFORE, in consideration of the Severance Payments described in Section 8(b) or Section 8(c) of the Employment Agreement, as applicable, which, pursuant to the Employment Agreement, are conditioned on the Employee’s execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:

1. Severance Payments and Benefits. The Company agrees to provide Employee with the payments and benefits described in Section 8(b) or Section 8(c), as applicable, of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to the Employee all other payments or benefits described in Section 8(a) of the Employment Agreement, subject to and in accordance with the terms thereof.

2. Release of Claims. Employee agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, any of the Company’s direct or indirect subsidiaries and affiliates, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns in their capacity as such (collectively, the “Releasees”). Employee, on his own behalf and on behalf of Employee’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 11 below) that relate to or arise from Employee’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and/or the termination of that relationship, including, without limitation:

(a) any and all such claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

(b) any and all such claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; [the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;] the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; Title 20 of the Maryland Code, State Government Title, the Maryland Flexible Leave Act, the Maryland Wage and Hour Law, the Maryland Wage, Payment and Collection Law;

(c) any and all such claims for violation of the federal or any state constitution;

(d) any and all such claims arising out of any other laws and regulations relating to employment or employment discrimination; and

(e) any and all such claims for attorneys’ fees and costs.

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Employee agree that this release should be interpreted as broadly as possible to achieve Employee’s intention to waive, to the maximum extent permitted by law, any and all claims against the Releasees arising through the Effective Date. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Releasee), claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and any Retained Claims. This release further does not release claims for breach of Section 8(a), Section 8(b) or Section 8(c) of the Employment Agreement.

3. [Acknowledgment of Waiver of Claims under ADEA. Employee understands and acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further understands and acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has [twenty-one (21)/forty-five (45)] days within which to consider this Agreement; (c) he has 7 days following his execution of this Agreement to revoke this Agreement pursuant to written notice to the        of the Company; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the [twenty-one (21)/forty-five (45)] day period identified above, Employee hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.]

4. Non-Admission; Inadmissibility. The execution of this Agreement and the performance of its terms (i) does not constitute an admission by the Company of any unlawful tortious action or any violation of any contract or any federal, state or local decisional law, statute, regulation or constitution, and the Company specifically denies any such wrongdoing or violation, and (ii) shall in no way be construed to be an admission of liability by either Employee or the Company with respect to any claims, disputes or controversies between Employee and the Company. This Agreement is entered into solely to resolve all matters related to or arising out of Employee’s employment with and the cessation thereof, and its execution and implementation may not be used as evidence, and shall not be admissible in a subsequent proceeding of any kind, except one alleging a breach of this Agreement.

5. Bar. Employee acknowledges and agrees that, except as provided in Paragraph 3 of this Agreement, if he/she should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against any of the Releasees with respect to any cause, matter or thing which is the subject of the release under Paragraph 2 of this Agreement, this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable Company Releasee may recover from Employee all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees.

6. No Pending Claims. Employee represents and warrants that Employee does not presently have on file, and further covenants and agrees that, except as otherwise provided in Paragraph 2 or Paragraph 3 of this Agreement, Employee will not hereafter file, any claims, grievances or complaints against any of the Releasees in or with any court, or before any other tribunal or panel of arbitrators, public or private, based upon any actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, and demands whatsoever against any of the Releasees relating to the Employee’s employment by the Company or its affiliates, Employee’s termination of employment thereof and the Employment Agreement.

7. Survival of Certain Provisions. Employee acknowledges and agrees that the Restrictive Covenants and the provisions of the Employment Agreement that by the terms of the Employment are intended to survive Employee’s termination of employment shall remain in full force and effect and survive the termination of Employee’s employment.

8. Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.

9. No Oral Modification. This Agreement may only be amended in a writing signed by Employee and a duly authorized officer of the Company.

10. Governing Law; Dispute Resolution. This Agreement shall be subject to the provisions of Section 18 of the Employment Agreement.

11. Effective Date. If the Employee has attained or is over the age of 40 as of the date of Employee’s termination of employment, then Employee has seven days after Employee signs this Agreement to revoke it and this Agreement will become effective on the eighth day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by Employee before that date (the “Effective Date”). If the Employee has not attained the age of 40 as of the date of Employee’s termination of employment, then the “Effective Date” shall be the date on which Employee signs this Agreement.

12. Voluntary Execution of Agreement. Employee understands and agrees that he executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of his claims against the Company and any of the other Releasees except as expressly set forth herein. Employee acknowledges that: (a) he has read this Agreement; (b) he has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement; (c) he has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel; (d) he understands the terms and consequences of this Agreement and of the releases it contains; and (e) he is fully aware of the legal and binding effect of this Agreement.

13. Counterparts. This Agreement may be executed by the Parties in counterparts, which taken together shall be deemed one original.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

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