COMSCORE, INC. — Director's Dealing 2010

May 6, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSCORE, INC. (SCOR)
CIK: 0001158172
Period of Report: 2010-05-04

Reporting Person: Dale Gregory T (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-04	Common Stock Option	$18.21	A	46650	Acquired	2020-05-04	Common Stock (46650)	Direct

Footnotes

F1: The above listed stock option award is subject to market-based vesting, whereby 100% of the number of shares subject to option shall vest in the event that comScore, Inc.'s (the "Company") common stock closing price as reported by the NASDAQ Stock Market exceeds an average of $30 per share for a thirty-day period prior to May 4, 2012 (the "Trigger"). 50% of the number of shares subject to option would vest upon achievement of the Trigger and the remaining 50% of the number of shares subject to option would vest on the one year anniversary of the date of achievement of the Trigger, subject to the optionee's continued status as a service provider of the Company as of such date.

In addition to the performance-based conditions to vesting, the above stock option may vest in part or entirely upon a change of control, which is generally defined as an acquisition of at least 50% of the voting control of the Company, a sale or merger of the Company, or the sale of substantially all the assets of the Company. Upon a change of control, if the Company's common stock closing price as reported by the NASDAQ Stock Market exceeds an average of $24.10 per share for the thirty-day period immediately preceding the change of control, 50% of the number of shares subject to option shall vest upon the consummation of a change of control. The percentage of the total number of shares subject to option that vest upon a change of control shall increase linearly from 50% at $24.10 per share to 100% at $30 per share based on the thirty-day average of the Company's common stock closing price as reported by the NASDAQ Stock Market immediately preceding the change of control.

In the event of (a) an indictment, plea of nolo contendere or conviction, of any felony or of any crime involving dishonesty by the named executive officer; (b) a material breach of the named executive officer duties or to a Company policy, including repeated unsatisfactory performance of job duties; or (c) a commission of any act of dishonesty, embezzlement, theft, fraud or misconduct by the named executive officer with respect to the Company, any of which in the good faith and reasonable determination of the Compensation Committee (the "Committee") or the Board of Directors of the Company is materially detrimental to the Company, its business or its reputation, the Committee has the right to deny vesting of the above stock option.