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EX-10.27 11 w09871a6exv10w27.htm EX-10.27 exv10w27

Exhibit 10.27

VOCUS, INC.

COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS

Effective upon the consummation of the proposed initial public offering (the “IPO”) of Vocus, Inc. (the “Company”), the compensation payable to the non-employee members of the board of directors of the Company shall be as follows:

•

An annual retainer of $12,000.

	•		$1,000 per board meeting of four hours or more which a director attends in person.

	•		$500 per board meeting of less than four hours which a director attends in person, and per board meeting in which a director participates telephonically.

	•		Similar fees may be paid for attending committee meetings, depending on factors such as the length and significance of the meetings.

	•		The chairperson of the audit committee shall receive an additional retainer of $10,000.

	•		The chairperson of any other standing committee shall receive an additional retainer of $3,000.

	•		Each director shall be reimbursed for customary expenses for attending all board of directors, committee and stockholder meetings.

	•		All retainers payable to directors who are affiliated with the Company’s pre-IPO preferred stockholders shall be paid in stock, and other directors shall have the option of receiving their retainers in cash or stock.

	•		Each director shall receive an annual grant of options to purchase shares of the Company’s common stock, or an equivalent equity award, with an estimated value of approximately $67,000 on the grant date, based on the Black-Scholes pricing model. Such grants shall vest at a rate of 33-1/3% each year, and shall have an exercise price equal to the fair market value on the date of grant.