EMPLOYMENT AGREEMENT
Exhibit 10.17
EXECUTION COPY
This EMPLOYMENT AGREEMENT (this “Agreement”), is effective this 14th day of April, 2004, (the
“Effective Date”) between Vocus Europe Limited, a private company registered in England and Wales
as company number 04462780 and having its registered office at 000X Xxxxx Xxx Xxxx, Xxxxxxxx,
Xxxxxxxxx, XX0 0XX (the “Corporation”), and Xxxxxx Xxxx (the “Executive”).
W I T N E S S E T H :
WHEREAS, the Corporation is a wholly-owned subsidiary of the Vocus, Inc., a corporation
organised under the laws of the State of Maryland, United States of America (the “Parent”);
WHEREAS, the Corporation wishes to employ the Executive on the terms and conditions in this
Agreement; and
WHEREAS, the Executive desires to accept such employment;
NOW THEREFORE, in consideration of the promises and mutual agreements herein contained, the
parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE 1
Employment
Employment
Section 1.01. Agreement and Term. The Corporation hereby employs the Executive subject to the
terms of this Agreement as Managing Director — Vocus International, or in a similar senior manager
level position responsible for the Parent’s international business operations conducted outside of
North America, and the Executive hereby accepts said employment and agrees to render such services
to the Corporation, on the terms and conditions set forth in this Agreement. If deemed appropriate
by the Corporation, the Executive may be assigned to another subsidiary of the Parent (a
“Subsidiary”) or to the Parent itself, and he will serve as an officer and/or director or in any
such capacity as the Corporation may direct of such Subsidiary or of the Parent under the same
terms and conditions as are set forth in this Agreement. This Agreement shall expire in accordance
with Article 3 hereof.
Section 1.02. Duties. During the term of this Agreement, the Executive shall: (a) devote his
full working time and attention and use his best efforts to further the interests of the
Corporation (and any Subsidiary); and (b) perform such services for the Corporation as may be
directed from time to time by the President, Chief Executive Officer, or the Board of Directors of
the Parent.
Section 1.03. Directorships.
(a) The Executive shall accept appointment as a director of the Corporation and of any such
other company as the Board of Directors may require in connection with his appointment under this
Agreement and he shall resign without claim for compensation from office as a director of any such
company at any time on request by the Corporation, which resignation shall not affect the
continuance in any way of this Agreement. The Executive shall immediately account to the
Corporation for any director’s fees or other emoluments, remuneration or payments either receivable
or received by him by virtue of his holding office as such director as aforesaid (or waive any
right to the same if so required by the Corporation).
(b) Upon the termination of the Executive’s employment with the Corporation however arising
and for whatsoever reason the Executive shall, upon the resolution of the Board of Directors (in
such respect of which the Executive’s vote shall be disregarded for all purposes relating to his
employment by the Corporation or his continued membership on the Board of Directors), resign
without claim for compensation (but without prejudice to any claim he may have for damages for
breach of this Agreement) from:
(1) office as a director of the Corporation or of any other company in which he holds a
directorship at the Corporation’s request; and
(2) from all offices held by him in any or all of such companies; and
(3) all trusteeships held by him of any pension scheme or other trusts established by the
Corporation or any other company with whom the Executive has had dealings as a consequence of his
employment by the Corporation.
(c) Should the Executive fail to resign from office as a director or from any other office or
trusteeship in accordance with Section 1.03(a) or (b), either during his employment, when so
requested by the Corporation, or on termination thereof, the Corporation is hereby irrevocably
authorised to appoint a person in his name and on his behalf to execute any documents and to do all
things required to give effect to the resignation.
(d) Save with the prior agreement in writing of the Board of Directors of the Parent, the
Executive shall not, during the continuance of this Agreement, resign from any office as a director
of the Corporation, of any other company in which he holds a directorship at the Corporation’s
request or do anything that would cause him to be disqualified from continuing to act as a
director.
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Section 1.04. Place of Employment. While the Executive’s initial place of employment will be
London, England, he will work and/or travel to such places (inside and outside the United Kingdom)
as the Corporation may reasonably require from time to time.
ARTICLE 2
Compensation and Benefits
Compensation and Benefits
Section 2.01. Base Salary. For services rendered hereunder by the Executive, the Corporation
shall compensate and pay the Executive for his services during the term of this Agreement at a base
salary of GBP 95,000 per year (the “Base Salary”), payable monthly. The Executive will not be
entitled to any overtime payment for services rendered in connection with this Agreement.
Section 2.02. Incentive Compensation.
(a) In addition to the Base Salary in Section 2.01, the Executive shall receive the following
commissions and bonuses in connection with Vocus International subscriptions and services sold by
or under the direction of the Executive during the Term:
(1) a commission of ten percent (10%) of the aggregate Net Sales under each Subscription
Agreement through each calendar year or earlier if the termination of this Agreement. “Net Sales”
means the sum total of all sales under a Subscription Agreement less any applicable third party
reseller royalties and sales charge backs for uncollected amounts, as determined solely by the
Corporation;
(2) for the first GBP 280,000 in Net Sales from the Executive’s efforts during any calendar
year, a bonus of GBP 14,000 (which amount shall not be pro-rated); and
(3) for each GBP 55,000 in Net Sales from the Executive’s effort during any calendar year
which exceeds GBP 280,000, a bonus of GBP 5,500 (which amount shall not be pro-rated.
(b) In the event of termination of this Agreement, the Corporation shall pay to Executive all
commissions and bonuses due under this Section 2.02 based on sales closed during a calendar year
and subsequently collected by the Corporation, provided that such sales are collected by the
Corporation within 60 days after termination of this Agreement.
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Section 2.03. Contingent Stock Option Grant. If the Corporation has GBP 280,000 in Net Sales
from the Executive’s efforts during calendar year 2004, the Executive shall receive, in addition to
such other commissions and bonuses described in Section 2.02, an incentive stock option grant from
the Parent providing for: (1) 25,000 shares of the Parent’s “Incentive Stock” (as such term is
defined in the Parent’s 1999 Stock Incentive Plan (the “Plan”)), (2) an “Exercise Price” equal to
100% of the “Fair Market Value” (as each such term is defined in the Plan) of the Parent’s
Incentive Stock on the date of the grant, and (3) vesting in four equal annual installments
beginning on the first anniversary of the option grant (i.e., 25% to vest on each of the first,
second, third and fourth anniversaries of the grant). The option grant will be made pursuant to a
stock option agreement in substantially the same form attached hereto as Exhibit A,
subject, however, to such changes, if any, as the Parent may make from time to time to its form of
stock option agreement or to the Plan.
Section 2.04. Pension. The Corporation does not have an occupational pension scheme and the
Executive is therefore responsible for making his own pension provision. However, the Corporation
will contribute an amount equal to 7% of the Executive’s base salary in each pay period to an
approved plan of the Executive’s choice.
Section 2.05. Tax Withholding. All payments required to be made by the Corporation hereunder
to the Executive shall be subject to the withholding of such amounts, if any, relating to tax and
other payroll deductions as the Corporation may reasonably determine should be withheld pursuant to
any applicable law or regulation.
Section 2.06. Policies and Benefits. Except as otherwise provided herein, the Executive’s
employment shall be subject to the personnel policies which apply generally to the Corporation’s
employees (or if Executive is employed by a Subsidiary or the Parent, such Subsidiary’s or the
Parent’s employees) as the same may be interpreted, adopted, revised or deleted from time to time,
during the term of this Agreement, by the Corporation in its sole discretion.
Section 2.07. Expenses. The Corporation shall reimburse the Executive or otherwise provide for or pay for all
authorized expenses reasonably incurred by the Executive in furtherance of, or in connection with
the business of the Corporation, including, but not by way of limitation, travelling expenses,
communication expenses, and all reasonable entertainment expenses, subject to the travel and
entertainment or expense reimbursement policies established by the Corporation from time to time.
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Section 2.08. Holidays.
(a) The Corporation’s holiday year commences on January 1 and expires on December 31 (the
“Holiday Year”).
(b) In addition to statutory and bank holidays, the Executive shall be entitled to paid
holiday in each Holiday Year of twenty-five (25) calendar days and as shall be approved by the
Board of Directors in advance. In the absence of the Board of Director’s agreement, holiday must
be taken in the Holiday Year in which it accrues.
(c) Upon termination of this Agreement the Executive shall be entitled to payment in lieu of
any untaken outstanding holiday entitlement in the Holiday Year during which his employment
terminates.
(d) Upon termination of the Executive’s employment under this Agreement, the Corporation shall
be entitled to deduct from any sum owed by the Corporation to the Executive a sum representing
overpayment of salary with respect to holiday which the Executive has taken in excess of his
accrued holiday entitlement as at the date of the termination of his employment and the Executive
hereby authorises the Corporation pursuant to the Employment Rights Xxx 0000 to make such
deduction.
(e) For the purposes of calculation of holiday entitlement under paragraphs (c) and (d) above,
holiday entitlement shall be taken to accrue at the rate of two (2) days per completed month in a
Holiday Year and payments in lieu of or deductions with respect to holidays shall be calculated as
1/365th of the Executive’s salary for each day’s holiday.
ARTICLE 3
Termination
Termination
Section 3.01. General Provisions. The date on which this Agreement (and the employment of the
Executive) shall terminate (the “Termination Date”) will be the earlier of: (1)
ninety days written notice of termination by either party in the manner set forth in Section
5.02 of this Agreement; or (2) the date of the Executive’s death.
Section 3.02. Consequences of Termination of the Executive’s Employment. If the Executive’s
employment hereunder is terminated for any reason including death then the Corporation’s obligation
to pay any Base Salary and the Executive’s participation in any Benefit Plan shall cease as of the
date of termination (in accordance with applicable law and the provisions of such plan).
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Section 3.03. Garden Leave. The Executive agrees:
(a) that the Corporation may, in its absolute discretion, require the Executive not to render
all or any of his duties under this Agreement and/or exclude him from any premises of the
Corporation or of any Controlled Group (without providing any reason therefor); and
(b) that such action taken on the part of the Corporation shall not constitute a breach of
this Agreement of any kind whatsoever in respect of which the Executive has any claim against the
Corporation;
provided always that throughout the period of any such action the Executive shall have no
entitlement to contractual benefits (other than salary).
Section 3.04. Payment in Lieu of Notice. (a) As an alternative to serving notice pursuant
to Section 3.01, the Corporation may, in its absolute discretion, terminate this Agreement without
prior notice and make a payment in lieu of the basic salary (but not the other benefits) to which
the Executive would have been entitled during the period of notice of termination provided under
Section 3.01.
(a) Once notice has been given, either by the Corporation or the Executive pursuant to Section
3.01, the Corporation may, in its absolute discretion, at any time during such notice terminate
this Agreement and make a payment in lieu of the basic salary (but not the other benefits) to which
the Executive would have been entitled during the unexpired period of notice.
Section 3.05. Survival. All provisions of this Agreement, including this Article 3 and
Article 4, shall survive the termination of the Executive’s employment hereunder.
Section 3.06. Cooperation with Corporation after Termination of Employment. Following termination of the Executive’s employment for any reason, the Executive shall
fully cooperate with the Corporation in all matters relating to the winding up of his pending work
on behalf of the Corporation, including any litigation in which the Corporation is involved, and
the orderly transfer of any such pending work to other employees of the Corporation as may be
designated by the Corporation. The Corporation agrees to reimburse the Executive for any
authorized out-of-pocket expenses he reasonably incurs in performing any work on behalf of the
Corporation following the termination of his employment, subject to the travel and entertainment or
expense reimbursement policies established by the Corporation from time to time.
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ARTICLE 4
Confidentiality, Non-Solicitation,
Non-Competition And Inventions
Confidentiality, Non-Solicitation,
Non-Competition And Inventions
Section 4.01. General Provisions. The consideration for the provisions of this Article 4
includes the employment of the Executive by the Corporation and other good and valuable
consideration. This Article 4 shall survive any termination of this Agreement. This Article 4 is
entered into by the Corporation as agent for the Parent and for the Controlled Group (as defined in
Section 4.02 below) and for the avoidance of doubt shall be enforceable by the Corporation for and
on behalf of the Parent and/or the Controlled Group.
Section 4.02. Certain Definitions. The following terms shall have the meanings set forth
below:
“Affiliate” shall mean with respect to any Person, any other Person that directly or
indirectly, controls, is controlled by, or is under common control with, such Person. For
the purposes of this definition, “control,” “controlled by,” and “under common control
with” means the direct or indirect possession of ordinary voting powers to elect a
majority of the board of directors or comparable body of any Person.
“Conflicting Services” means any product, service or process of any person or
organization other than the members of the Controlled Group, which directly competes with
a product, service or process performed, offered or owned by any member of the Controlled
Group with which the Executive was concerned during his employment under this Agreement or
in respect of which the Executive had within the twelve (12) months prior to the
Termination Date access to any Protected Information.
“Controlled Group” means the Parent and any other entity which the Parent directly or
indirectly controls.
“Customer or Potential Customer” means each and every
Person: (A) with whom or with which at any time in the twelve (12) months prior to
the Termination Date the Executive (or any individual directly supervised by the
Executive) had business dealings; and (B) who or which, at any time during the twelve (12)
months prior to the Termination Date: (a) contracted for, was billed for, or received
services from any member of the Controlled Group; (b) was in contact with the Executive
concerning the Controlled Group’s products or services or with another representative of
the Controlled Group of which contact the Executive knew or should have been aware; (c)
the Controlled Group solicited or planned to solicit, to the extent that the Executive was
involved, or was aware, or should have been aware; or (d) had any distribution, supply,
partnering, alliance, or other agreement or arrangement with the Controlled Group.
“Person” means an individual, corporation, limited liability company, partnership,
joint venture, trust or unincorporated organization, or a federal, state, city, municipal
or foreign government, or any agency or political subdivision thereof.
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Section 4.03. Confidentiality and Return of the Corporation’s Property.
(a) The Executive acknowledges that, in and as a result of his employment by the Corporation,
the Executive shall or may be making use of, acquiring and/or adding to Protected Information. The
Executive agrees that he shall not, except with the prior written consent of the Corporation, at
any time during or following the term of the Executive’s employment by the Corporation, directly or
indirectly, disclose, divulge, reveal, report, publish, transfer or use, for any purpose
whatsoever, any of such Protected Information.
(b) For purposes of this Agreement, the term “Protected Information” shall mean any and all
confidential or proprietary information or trade secrets of the Controlled Group (whether or not
reduced to writing and whether or not patentable or protectible by copyright) which the Executive
receives, receives access to, or develops or has received, received access to, or developed, in
whole or in part, directly or indirectly, in connection with the Executive’s employment with any
member of the Controlled Group (in any capacity, whether executive, managerial, planning,
technical, sales, research, development, manufacturing, engineering or otherwise) or through the
use of any member of the Controlled Group’s facilities or resources, including any of the following
materials and information:
(1) Application, Internet, operating system, data base, communication and other computer
software, whether now or hereafter existing, developed for use on any operating system or platform,
all modifications, enhancements and versions and all options available with respect thereto, and
all future products developed or derived therefrom;
(2) Source and object codes, flowcharts, algorithms, coding sheets, routines, sub-routines,
compilers, assemblers, design concepts and related documentation and manuals;
(3) Production processes, marketing techniques and arrangements, mailing lists, purchasing
information, pricing policies, quoting procedures, financial information, customer and prospect
names and requirements, employee, customer, supplier and distributor data, and the manner in which
the Controlled Group does business;
(4) Discoveries, concepts and ideas including the nature and results of research and
development activities, processes, formulas, inventions, computer-related equipment or technology,
techniques, “know-how,” designs, drawings and specifications;
(5) Trade secrets, systems, programs, procedures, manuals, confidential information, reports
and communications, agreements with or terms of any relationship or agreement with or proposal to,
and lists, contacts, and/or electronic mail addresses of, Customers or Potential Customers,
distributors, and strategic partners; and any information or materials received by the Controlled
Group from third parties in confidence (or subject to nondisclosure or similar covenants);
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(6) Any other materials or information related to the business or activities of the Controlled
Group which are not generally known to others engaged in similar businesses or activities; and
(7) All ideas which are derived from or relate to the Executive’s access to or knowledge of
any of the above enumerated materials and information.
(c) The undertakings and obligations of the Executive under this Section 4.03 shall not apply
to any Protected Information which:
(1) is published or is otherwise in the public domain at the time of disclosure other than as
a result of any act or omission by the Executive in breach of this Agreement;
(2) is approved for release by written authorization of the President, Chief Executive Officer
or Chief Financial Officer of the Parent;
(3) is required to be disclosed to be disclosed under applicable law or by a valid subpoena or
other court or government order, only after the Parent is notified in writing by the Executive in
advance of any purported required disclosure, and the Parent is provided the opportunity to seek a
protective order or other appropriate remedy and provided that the Executive cooperates reasonably
with the Parent in the Parent’s efforts to obtain such order or remedy;
(4) constitutes a “qualifying disclosure” within the meaning of the UK Public Xxxxxxxx
Xxxxxxxxxx Xxx 0000 and is disclosed in accordance with the provisions of that Act; or
(5) is demonstrated or shown by the Executive to prospective employers after the Executive’s
employment hereunder terminates, but only if (A) the Executive has delivered an executed release to
the Corporation in form and substance satisfactory to the Corporation, releasing the Corporation
from any and all claims under this Agreement, (B) the Executive demonstrates to the Corporation’s
satisfaction, that the Person to which the Protected Information is being demonstrated or shown
(the “Prospective Employer”) is not providing (and does not intend to provide directly or through
an Affiliate), any Conflicting Services and (C) the Prospective Employer executes and delivers to
the Corporation a confidentiality agreement, in form and substance satisfactory to the Corporation.
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(d) Failure to xxxx any of the Protected Information as confidential, proprietary or Protected
Information shall not affect its status as part of the Protected Information under the terms of
this Agreement.
(e) At any time requested by the Corporation and/or at termination of the Executive’s
employment for any reason, the Executive or his successors or agents will promptly deliver to the
Corporation all property and materials in any form belonging to or relating to any member of the
Controlled Group, or the business of the Controlled Group or any Customers or Potential Customers,
including the property listed on Schedule A to this Agreement, which may be amended from time to
time by the Corporation (the “Corporation Property”). Following such request by the Corporation or
termination of employment, the Executive agrees not to download or keep copies of Corporation
Property in any hard or soft format. The Executive further agrees that the Executive has no
ownership or interest in any Corporation Property.
(f) Third Party Information. The Executive recognizes that the Corporation has received and
in the future will receive from third parties their confidential or proprietary information subject
to a duty on the Corporation’s part to maintain the confidentiality of such information and to use
it only for certain limited purposes. The Executive agrees to hold all such confidential or
proprietary information in the strictest confidence and not to disclose it to any Person or to use
it except as necessary in carrying out his work for the Corporation consistent with the
Corporation’s agreement with such third party.
Section 4.04. Non-Solicitation.
(a) The Executive agrees that, during the Executive’s employment hereunder and for a period of
twelve (12) months following the Termination Date, the Executive will not directly, indirectly, or
in concert with any other Person,
whether as a proprietor, partner, co-venturer, financier, investor, director, officer,
employer, employee, servant, agent, representative, consultant or otherwise:
(1) request, induce, or attempt to induce any Customer or Potential Customer to terminate its
relationship with any member of the Controlled Group;
(2) perform any Conflicting Services for a Customer or Potential Customer; or
(3) offer employment to or solicit (directly or indirectly, individually or in connection with
any new employer or other business partner) any individual with whom the Executive had business
dealings during the twelve (12) months prior to the Termination Date and
(A) who is a senior employee of the Controlled Group, or
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(B) who was a senior employee of the Controlled Group and had left the
employ of the Controlled Group within the preceding one (1) year,
regardless of who initiates the contact or how the person comes to the Executive’s attention.
Section 4.05. Non-Disparagement. The Executive agrees that, during the Executive’s employment
hereunder and following the Termination Date, shall not disparage the Controlled Group, or any of
their business, employees, directors, officers, or shareholders.
Section 4.06. Non-Competition.
(a) The Executive agrees that, during the Executive’s employment hereunder and for a period of
nine (9) months following the Termination Date, the Executive will not directly, indirectly, or in
concert with any other Person: (1) acquire or have any interest in, whether as a proprietor,
partner, co-venturer, financier, or investor, any person, firm, partnership, corporation,
association, limited liability company, or other entity that directly or through an Affiliate,
either (A) offers, solicits, provides, or engages in Conflicting Services or (B) intends to offer,
solicit, provide or engage in Conflicting Services; or (2) be employed by or serve as director,
officer, servant, agent, representative, or consultant to any person, firm, partnership,
corporation, association, limited liability company, or other entity that directly or through an
Affiliate, either (A) offers, solicits, provides, or engages in Conflicting Services or (B) intends
to offer, solicit, provide or engage in Conflicting Services; provided, however, that nothing
contained herein shall be deemed to prevent the Executive from acquiring
through market purchases and owning, solely as an investment, less than three percent (3%) in
the aggregate of any publicly traded equity securities.
(b) the Executive and the Corporation agree that the market for the Controlled Group’s
products and services is multinational, so that this Section 4.06 applies to the Executive’s
activities within the United States, Europe and such other countries or territories in which the
Parent and/or the Controlled Group may carry on its business from time to time.
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Section 4.07. Ownership of Information.
(a) The Executive will make full and prompt disclosure to the Corporation and Parent of all
inventions, improvements, discoveries, methods, developments, software and works of authorship,
whether patentable or not, which are created, made or reduced to practice by the Executive or under
the Executive’s direction or jointly with others during the Executive’s employment by the
Corporation, whether or not during normal working hours or on the premises of the Corporation, and
which are directly related to the products and services provided by the Controlled Group, all of
which are collectively referred to in this Agreement as “Developments”; provided, however, the term
“Developments” shall not include any inventions, improvements, discoveries, methods, developments,
software and works of authorship which are generally known to others engaged in similar businesses
or activities and which are published or otherwise in the public domain other than through any act
or omission of the Executive in breach of this Agreement.
(b) The Executive agrees to assign and does hereby assign to the Corporation (or any person or
entity designated by the Corporation) all of the Executive’s right, title and interest in and to
all Developments and all related patents, patent applications, copyrights and copyright
applications, and to the extent that any Developments are not assignable, the Executive hereby
grants the Corporation a perpetual royalty-free, worldwide, non-exclusive right and license to
make, use, sell, distribute, license, create derivative works of such Development. The Executive
understands that, to the extent this Agreement shall be construed in accordance with the laws of
any jurisdiction which precludes a requirement in an employee agreement to assign certain classes
of inventions made by an employee, this Section 4.07 shall be interpreted not to apply to any
invention which a court of competent jurisdiction rules and/or the Corporation agrees falls within
such classes. The Executive also hereby waives all claims to moral rights in any Developments.
(c) The Executive agrees to cooperate fully with the Corporation, both during and after the
Executive’s employment with the Corporation, with respect to the procurement, maintenance and
enforcement of copyrights, patents and other intellectual property rights (both in England and in
foreign countries, including the United States) relating to Developments. In furtherance of the
foregoing obligations: (1) the Executive shall sign all papers, including copyright
applications, patent applications, declarations, oaths, formal assignments, assignments of
priority rights and powers of attorney, which the Corporation may deem necessary or desirable in
order to protect its rights and interests in any Development; and (2) if the Corporation is unable,
after reasonable effort, to secure the signature of the Executive on any such papers, any executive
officer of the Parent shall be entitled to execute any such papers as the agent and the
attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints
each executive officer of the Parent as the Executive’s agent and attorney-in-fact to execute any
such papers on the Executive’s behalf, and to take any and all actions as the Parent may deem
necessary or desirable in order to protect its rights and interests in any Development, under the
conditions described in this sentence.
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(d) Except to the extent previously disclosed to and acknowledged by the Corporation in
writing, there exist no inventions, improvements, discoveries, methods, developments, software or
works of authorship, whether patentable or not, made, conceived, discovered or reduced to practice
by the Executive alone or with others prior to the Executive’s employment by Corporation and/or its
predecessors (“Prior Developments”). The Executive covenants and agrees that the Executive (1)
shall not include or use any intellectual property of the Executive or third parties (including
Prior Developments) in Developments without first notifying and receiving Corporation’s written
consent to do so, and (2) the Executive hereby grants Corporation a perpetual, royalty-free,
worldwide, non-exclusive right and license to use, license, distribute, create derivative works of
and incorporate into Developments all Prior Developments that the Executive may from time to time
include or incorporate into Developments.
Section 4.08. Publication of Covenants.
(a) The Executive agrees that if the Executive is offered employment or the opportunity to
enter into any business venture as owner, partner, consultant or other capacity in a business while
the covenants in Article 4 of this Agreement are in effect, the Executive will inform the
Executive’s potential employer, partner, co-owner and/or others involved in managing the business
which the Executive had an opportunity to join of the existence of this Agreement and will provide
such person or persons with a copy of this Agreement.
(b) The Executive authorizes the Corporation to provide copies of this Agreement to any of the
persons or entities described in Section 4.08(a) above and to make such persons aware of the
Executive’s obligations under this Agreement.
Section 4.09. Injunctive Relief from Violation of Covenants. The Executive recognizes that
irreparable damage will result to the Parent and the Corporation in the event of the violation of
any covenant contained in this Article 4 and agrees that in the event of such violation, the Parent
and the
Corporation shall be entitled, in addition to its other legal or equitable remedies and
damages, to temporary and permanent injunctive relief to restrain against such violation(s) thereof
by the Executive and by all other persons acting for or with the Executive, including the cost of
reasonable attorney’s fees.
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Section 4.10. Reasonableness of Restrictions.
(a) Executive and the Corporation agree that they have attempted to restrict the Executive’s
activities to a reasonable degree appropriate to protect the interests of the Parent and the
Corporation. If any provision of this Agreement or of a clause hereof is determined to be illegal
or unenforceable by any court of law or any competent governmental or other authority, the
remaining provisions within that clause and the remainder of this Agreement shall be severable and
enforceable in accordance with their terms, so long as this Agreement, without such terms or
provisions, does not fail of its essential purpose. The parties shall negotiate in good faith to
replace any such illegal or unenforceable provisions with suitable substitute provisions which will
maintain as far as possible the purposes and the effect of this Agreement.
(b) The Executive further acknowledges that enforcement of the restrictions in this Agreement
by restraining order, injunction or otherwise will not prevent the Executive from earning a
livelihood or cause the Executive irreparable harm.
Section 4.11. Calculation of Time Periods. The periods specified in this Article 4 shall each
be reduced by the duration of any period immediately prior to the date of termination during which
the Corporation, in exercising its rights under the provisions of Section 3.03, suspends the
Executive from performance of his duties.
ARTICLE 5
General Provisions
General Provisions
Section 5.01. Assignment. The Corporation may assign this Agreement and any of its rights and
obligations hereunder to any member of the Controlled Group or to any successor to the
Corporation’s (or such member of the Controlled Group’s) business. The Executive may not assign or
transfer this Agreement or any rights or obligations hereunder.
Section 5.02. Notices. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given upon delivery or refusal by the party to accept delivery to the respective addresses set
forth below:
if to the Corporation, to:
Vocus Europe Limited
c/o Vocus, Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000
Xxxxxx Xxxxxx of America
Attention: Chief Financial Officer
Facsimile No.: (000) 000-0000
c/o Vocus, Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000
Xxxxxx Xxxxxx of America
Attention: Chief Financial Officer
Facsimile No.: (000) 000-0000
if to the Executive, to:
Mr. Xxxxxx Xxxx
0 Xxxxxxxxx Xxxx
Xxxxxx, X0 0XX
Xxxxxx Xxxxxxx
Facsimile No.: (00 00) 000-000-0000
0 Xxxxxxxxx Xxxx
Xxxxxx, X0 0XX
Xxxxxx Xxxxxxx
Facsimile No.: (00 00) 000-000-0000
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or to such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a
business day in the place of receipt. Otherwise, any such notice, request or communication shall
be deemed to have been received on the next succeeding business day in the place of receipt.
Section 5.03. Amendment and Waiver. No amendment or modification of this Agreement shall be
valid or binding upon (a) the Corporation unless approved by the Board of Directors and made in
writing and signed by an officer of the Corporation other than the Executive, and (b) upon the
Executive unless made in writing and signed by him.
Section 5.04. Non-Waiver of Breach. No failure by either party to declare a default due to
any breach of any obligation under this Agreement by the other, nor failure by either party to act
quickly with regard thereto, shall be considered to be a waiver of any such obligation, or of any
future breach.
Section 5.05. Governing Law. This Agreement shall be governed by, and construed in accordance
with, English law.
Section 5.06. Jurisdiction. In relation to any legal action or proceedings arising out of or in connection with Article
4 of this Agreement and/or any statutory implied rights of the Executive and/or the Corporation
(“Proceedings”), each of the parties irrevocably submits to the exclusive jurisdiction of the
English courts located in London, England and waives any objection to Proceedings in such courts on
the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate
forum.
Section 5.07. Entire Agreement. This Agreement contains all of the terms agreed upon by the
Corporation and the Executive with respect to the subject matter hereof and supersedes all prior
agreements, arrangements and communications between the parties dealing with such subject matter,
whether oral or written.
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Section 5.08. Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of the transferees, successors and assigns of the Corporation, including any company with
which the Corporation may merge or consolidate.
Section 5.09. Headings; Cross-References. The headings and captions contained in this
Agreement are for convenience only and shall not affect the meaning or interpretation of this
Agreement. All references to “GBP” or shall be to Great Britain Pound Sterling , and all
references to “days” shall be to calendar days unless otherwise specified. Whenever the words
“include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be
followed by the words “without limitation.”
Section 5.10. Counterparts. This agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which when taken together, shall be and constitute one and
the same instrument.
ARTICLE 6
Statutory Provisions under English Law
Statutory Provisions under English Law
Section 6.01. Commencement of Employment. The Executive’s continuous employment began on the
Effective Date.
Section 6.02. Collective Agreements. There are no collective agreements with trade unions which directly affect the terms and
conditions of the Executive’s employment.
Section 6.03. Discipline and Grievances. Details of the grievance and disciplinary
arrangements (if any) which apply to the Executive (which for the avoidance of doubt shall not form
part of the Executive’s contract of employment) are available from the Board of Directors.
[Remainder of page intentionally left blank; next page is signature page]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the
date and year first written above.
| VOCUS EUROPE LIMITED |
||||
| By: | ||||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Director | |||
| The Executive: |
||||
| Xxxxxx Xxxx | ||||
Undertaking:
The undersigned undertakes to ensure that the Corporation pays the Executive’s salary and provides
the benefits which the Corporation is obliged to provide to the Executive under this Agreement
during the term of the Executive’s employment.
| VOCUS, INC. |
||||
| By: | ||||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Chief Financial Officer | |||
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Schedule A
COMPANY PROPERTY
For purposes of this Agreement, Corporation Property shall include but not be limited to:
| 1. | All lists of and information pertaining to any Customer or Potential Customer | ||
| 2. | All Protected Information | ||
| 3. | All notes, files, correspondence (including copies of e-mail or voice mail messages) and memoranda prepared or received in the course of employment | ||
| 4. | All manuals reports, records, notebooks, plans, photographs, specifications, technical data and drawings prepared or received in the course of employment | ||
| 5. | All computers, printers, computer hardware and software, computer programs, program listings, diskettes, CD’s, DVD’s, audio and videotapes; downloads and source/object codes. | ||
| 6. | All information obtained from the Parent’s CRM system or Contract Management System. |
Exhibit A
Form of Stock Option Grant
