SEPARATION AGREEMENT AND RELEASE

Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

     This Separation Agreement and Release (hereinafter this “Agreement”) is entered into this 8th day of February 2008 (hereinafter the “Effective Date”), by and between Vocus, Inc. (hereinafter “Vocus”) and Robert Lentz (hereinafter “Employee”).

     WHEREAS, Employee has been employed by Vocus as Chief Technology Officer; and

     WHEREAS, Employee and Vocus are parties to an Employment Agreement dated December 6, 2005 (hereinafter the “Employment Agreement”) which is attached hereto as Exhibit A and is hereby incorporated by reference; and

     WHEREAS, Vocus and Employee have agreed that Employee will cease to be employed by VOCUS after February 8, 2008; and

     WHEREAS, Vocus and Employee desire to resolve all outstanding issues or future issues of any kind and reach a full and final settlement as to the Employment Agreement and all other issues relating to Employee’s employment with Vocus.

     NOW THEREFORE, for and in consideration of the foregoing and of the terms, conditions and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Employee and Vocus agree as follows:

I. RESIGNATION . Effective as of February 8, 2008, Employee voluntarily resigns from his position as Chief Technology Officer, and Vocus hereby accepts his resignation (hereinafter the “Resignation Date”). It is agreed that effective as of the Resignation Date, the Employee has no further privileges, duties, or obligations in his capacity as Chief Technology Officer. The parties agree that the payment of any sums after the Resignation Date by Vocus to Employee pursuant to this Agreement shall not be considered wages, and Employee shall be responsible for any tax liability associated with any payments made to him pursuant to this Agreement. Vocus shall, however, withhold the ordinary and customary federal and state taxes to such extent as required by law.

II. CONSIDERATION .

     (A)  Health Benefits . Employee, and his qualified beneficiaries, may be eligible for benefit continuation under Vocus’ group health plan in accordance with the provisions of the federal Consolidated Budget Reconciliation Act (“COBRA”). Vocus will pay One Hundred (100%) of Employee’s and Employee’s qualified beneficiaries’ COBRA costs, including all premiums, for a period of twelve (12) months following the Resignation Date. Thereafter, Employee and/or Employee’s qualified beneficiaries shall

be responsible for the full cost of COBRA coverage should they elect to continue such coverage.

     (B)  Stock Options . Notwithstanding any provisions set forth in any plan documents or agreements, any stock options granted by Vocus to Employee as of the Resignation Date shall continue to vest for twelve (12) months following the Resignation Date, in accordance with the terms and conditions (other than the vesting terms) of the applicable plan documents associated with any such stock options, provided that such continued vesting shall only occur if Employee continues acting as a strategic consultant as set forth in Section III(A) below.

     (A) Employee agrees that from the Resignation Date through February 8, 2009 (hereinafter the “Consultation Period”), and for no additional compensation other than as provided in this Agreement, Employee shall continue as a strategic consultant of Vocus and, as such, shall make himself available to provide such advice and assistance as Vocus may from time to time reasonably request during the Consultation Period. Provided, however, that Employee shall not be required to work more than eight (8) hours per day, two (2) days per week, eight (8) days per month or ninety-six (96) days per year as a strategic consultant during the Consultation Period. During the Consultation Period, Employee shall report directly to Vocus’ Chief Executive Officer. The parties agree that during the Consultation Period the relation created by this Agreement is that of contractee and independent contractor. Employee shall not be an employee of Vocus during the Consultation Period. During the Consultation Period Employee shall have control over the manner and means of performing his job functions as a Strategic Consultant and shall complete it according to his own means and methods of work.

     (B) Employee agrees to continue to serve as a member of Vocus’ Board of Directors until his current term as a member of the company’s Board of Directors terminates. For the remainder of his term as a member of Vocus’ Board of Directors, Employee shall not receive any compensation beyond the compensation set forth herein and, hereby, waives any rights to any monetary or equity based consideration normally paid to non-employee members of the company’s Board of Directors.

     (C) Vocus shall promptly reimb