exv10w52



 





Exhibit 10.52




INCENTIVE STOCK OPTION AGREEMENT

UNDER THE

NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN




          THIS
AGREEMENT, made as of November 18, 2004 (the “Effective Date”), by and between NeuStar,
Inc., a Delaware corporation (the “Company”), and John
Spirtos (the “Participant”).



WITNESSETH:




          WHEREAS, the Company desires to afford the Participant the opportunity to acquire an ownership
of the Company’s common stock, par value $.002 per share (“Common Stock”), so that the Participant
may have a direct proprietary interest in the Company’s success.



          NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the
parties hereto hereby agree as follows:



     1. Grant of Option. Subject to the terms and conditions set forth herein and in
the Company’s 1999 Equity Incentive Plan, as restated as of
March 13, 2002 and as amended as of June
21, 2004 and September 22, 2004 (the “Plan”), the
Company hereby grants to the Participant, during
the period commencing on the date of this Agreement and ending on
November 18, 2014 (the “Expiration
Date”), the right and option (the right to purchase any one share of Common Stock hereunder being
an “Option”) to purchase from the Company 29,176 shares of Common Stock. The Options shall have an
exercise price of $11.75 per share. Each of the Options granted pursuant to this Section 1 is
intended to constitute Incentive Stock Options to the extent permissible under Section 422 of the
Code and the Plan; however, no assurances can be made that the Options will in form or substance
comply with all of the requirements for such treatment. To the extent that the Options do not
qualify as “incentive stock options,” it shall not affect the validity of the Options and shall
constitute Nonqualified Stock Options.



     2. Limitations
on Exercise of Options. Subject to the terms and conditions set forth herein
and the Plan, the Options shall vest and become exercisable, on a cumulative basis, with respect to
25% of the shares on October 18, 2005 so long as the Participant continues in the Service of the
Company from the Effective Date through October 18, 2005, and with respect to 2.083% of the shares
on the last day of each succeeding calendar month thereafter so long as the Participant continues
in the Service of the Company; provided, however, the Participant may not exercise any Option for
fractional shares of Common Stock. The Committee or the Board may accelerate the vesting and
exercisability of any or all of the then-unvested Options at any time.



     3. Termination of Service. (a) If, prior to the Expiration Date, the Participant’s
Service with the Company shall terminate (the date of termination being the “Date of Termination”)
by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable
until the earlier of the Expiration Date or the day three (3) months after the Date of Termination
to the extent the Options were vested and exercisable as of the Date of Termination.



          (b) If the Participant’s Service with the Company shall cease prior to the Expiration
Date by reason of death or disability, or the Participant shall die or become




 









 





disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the
Participant or the Participant’s legal representative, or in the case of death, the executor or
administrator of the estate of the Participant or the person or persons to whom the Options shall
have been validly transferred by the executor or administrator pursuant to will or the laws of
descent and distribution, shall have the right, until the earlier of the Expiration Date or one
year after the date of death or disability, to exercise the Options to the extent that the
Participant was entitled to exercise them on the date of death or disability. For purposes of this
Agreement, the term “disability” shall mean a permanent and total disability as defined in Section
22(e)(3) of the Code.



          (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated
for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options,
to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii)
all shares of Common Stock received pursuant to an exercise of the Options after such termination,
in contravention of subsection (i) above, may be purchased by the Company at its discretion for the
exercise price of such shares paid by the Participant. If the Participant’s Service relationship
with the Company is suspended pending an investigation of whether the Participant shall be
terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended
during the period of investigation.



          (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated
other than for Cause, a Normal Termination, death or disability, the Options, to the extent then
vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of
the Expiration Date or thirty (30) days after the Date of Termination.



          (e) After
the expiration of any exercise period described in any of Sections 3(a) - (d)
hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the
Participant’s rights hereunder, to the extent not previously exercised.



     4. Non-Transferable. Except as specifically authorized by the Committee, the
Participant may not transfer the Options except by will or the laws of descent and distribution and
the Options shall be exercisable during the Participant’s lifetime only by the Participant or, in
the event of the Participant’s legal incapacity, his guardian or legal representative. Except as so
authorized, no purported assignment or transfer of the Options, or of the rights represented
thereby, whether voluntary or involuntary, by operation of law or otherwise (except by will or the
laws of descent and distribution), shall vest in the assignee or transferee any interest or right
herein whatsoever.



     5. Adjustments and Corporate Reorganizations; Changes in Organization.



          (a) In accordance with and subject to the applicable terms of the Plan and this
Agreement, the Options shall be subject to adjustment or substitution, as determined by the
Committee in its sole discretion, as to the number, price or kind of Common Stock or other
consideration subject to such Options or as otherwise determined



 









 




by the Committee in its sole discretion to be equitable (i) in the event of changes in the
outstanding Common Stock or in the capital structure of the Company by reason of stock dividends,
stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges, or other relevant changes in capitalization occurring after the date
hereof or (ii) in the event of any change in applicable laws or any change in circumstances which
results in or would result in any substantial dilution or enlargement of the rights granted to, or
available for, the Participant, or which otherwise warrants equitable adjustment because it
interferes with the intended operation of the Plan. The Committee shall give the Participant
written notice of an adjustment hereunder. Neither the foregoing, nor any similar provision in the
Plan, shall apply to changes in tax laws, tax interpretations or tax rates.




          (b) In the event that the Company undertakes a change in its organization, including but not
limited to a combination of business units, the creation of a new business unit, the elimination of
a business unit, or the acquisition, sale or transfer of an interest in a business unit, the
Options shall be subject to adjustment or substitution (including but not limited to the
substitution of common stock of or other ownership interest in a Related Entity, other
consideration or another Award under the Plan), as to the number, price or kind of Common Stock or
other consideration subject to such Options or as otherwise determined by the Committee in its sole
discretion to be equitable. For purposes of this Agreement, a “business unit” shall mean any
Related Entity or any division or other unit or group within the Company that the Committee
designates as a “business unit”.



          (c) Subject to the provisions of Section 13(b) of the Plan, in the event of a Corporate
Transaction (as defined below), if the Options evidenced by this Agreement are not assumed or
continued or a substantially equivalent option or right is not substituted by the surviving
corporation, the successor corporation or its parent corporation, as applicable (the “Successor
Corporation”), the Participant shall, as of the date of the Corporate Transaction, fully vest in
and have the right to exercise such Options as to all shares of Common Stock then subject thereto
that would otherwise have vested and become exercisable during the twelve-month period commencing
on the date of the Corporate Transaction and, subject to the next sentence, unvested Options with
respect to any other shares of Common Stock shall continue to vest as
set forth in Section 2. If
any Options evidenced by this Agreement are assumed or replaced (and any such Options shall be
considered assumed if the Company in a Corporate Transaction reaffirms the Options) in connection
with a Corporate Transaction and do not otherwise vest at that time, and if Participant’s Service
with the Company is subsequently terminated within one (1) year following such Corporate
Transaction, unless such Service is terminated by the Successor Corporation for Cause or by the
Participant voluntarily other than for Good Reason (as defined below), the Participant shall fully
vest in and have the right to exercise the Options as to all shares of Common Stock then subject
thereto that, but for such termination, would have otherwise vested and become exercisable during
the twelve-month period commencing on the effective date of such termination, and unvested Options
with respect to any other shares of Common Stock shall continue to
vest as set forth in Section 2.



 









 





          (d) For purposes of this Agreement, a “Corporate Transaction” shall mean any of the following
events:




     (i) The consummation of any merger or consolidation of the Company, if immediately
following such merger or consolidation the holders of the Company’s outstanding voting
securities immediately prior to such merger or consolidation do not own at least a majority
of the outstanding voting securities of the surviving corporation in approximately the same
proportion as they did immediately prior to such merger or consolidation.




     (ii) The consummation of any sale, lease, exchange or other transfer in one transaction
or a series of related transactions of all or substantially all of the Company’s assets,
other than a transfer of the Company’s assets to a majority-owned subsidiary of the
corporation, or to an entity in which the holders of the majority of the outstanding voting
securities of the entity immediately prior to the transfer own at least the majority of the
outstanding securities immediately after such transfer in approximately the same proportion
as immediately prior to such transfer.




     (iii) The approval by the holders of the Common Stock of any plan or proposal for
the liquidation or dissolution of the Company.




     (iv) The acquisition by a person, within the meaning of Section 3(a)(9) or of Section
13 (d)(3) of the Exchange Act of a majority or more of the Company’s outstanding voting
securities (whether directly or indirectly, beneficially or of record), other than a person
who held such majority on the date of adoption of the Plan. Ownership of voting securities
shall take into account and shall include ownership as determined by applying Rule
13d-3(d)(l )(i) pursuant to the Exchange Act.



          (e) For purposes of this Agreement, “Good Reason” shall mean, without the Participant’s prior
written consent, any of the following events or conditions and the failure of the Successor
Corporation to cure such event or condition within thirty (30) days after receipt of written notice
from the Participant:




     (i) A substantial diminution or material adverse change in the Participant’s status,
title, position, authority, duties or responsibilities (including reporting
responsibilities) as in effect immediately prior to a Corporate Transaction, except in
connection with the Participant’s termination of Service either by the Company for Cause or
by the Participant voluntarily other than for Good Reason or temporarily while the
Participant is incapacitated.




     (ii) A reduction in the Participant’s annual base salary.




     (iii) The Successor Corporation’s failure to cover the Participant under employee
benefit plans, programs and practices that, in the aggregate, provide substantially
comparable benefits (from an economic perspective) to the Participant relative to the
benefits and total costs under the material employee benefit plans, programs and practices
in which the Participant (and/or his family or dependents) is participating immediately
preceding the Corporate Transaction.



 









 






     (iv) The Successor Corporation’s requiring the Participant to be based at any
office location that is more than fifty (50) miles further from the Participant’s office
location immediately prior to a Corporate Transaction; except for reasonable required travel
for the Successor Corporation’s business that is not materially greater than such travel
requirements prior to such Corporate Transaction.




     (v) A material breach by the Successor Corporation of its obligations to the
Participant under the Plan.



          6. Exercise;
Payment For and Delivery of Common Stock; Shareholders Agreement.
(a) The Options shall be exercised by delivering written notice to the Committee stating the
number of whole shares of Common Stock to be purchased, the person or persons in whose name the
shares of Common Stock are to be registered and each such person’s address and social security
number. Such notice shall not be effective unless accompanied by the full purchase price for all
shares to be purchased, and any applicable withholding (as described below). The purchase price
shall be payable in cash, in shares of Common Stock, any combination of cash or shares of Common
Stock or such other method of payment as is authorized by the Plan with the consent of the
Committee; provided, however, that the Participant may use Common Stock in payment
of the exercise price only if the shares so used are considered “mature” for purposes of generally
accepted accounting principles (i.e., (i) been held by the Participant free and clear for
at least six (6) months (or such other period necessary to avoid a charge, for accounting purposes,
against the Company’s earnings as reported in the Company’s financial statements) prior to the use
thereof to pay part of an Option exercise price, (ii) been purchased by the Participant in other
than a compensatory transaction, or (iii) meet any other requirements for “mature” shares as may
exist on the date of the use thereof to pay part of an Option exercise price) and the Participant
has good title free and clear of any liens and encumbrances. In the event that all or part of the
purchase price is paid in shares of Common Stock, the shares used in payment shall be valued at
their Fair Market Value on the date of exercise of the Options. At the time of exercise, the
Committee shall require the Participant to pay to the Company an amount sufficient to pay all
federal, state and local withholding taxes incurred, in the Committee’s judgment, by reason of the
exercise of the Options and the Participant’s right to receive shares of Common Stock shall be
contingent upon such payment. Such payment to the Company may be effected through (a) payment by
the Participant to the Company of the aggregate withholding taxes in cash or cash equivalents; (b)
at the discretion of the Committee, the Company’s withholding from the number of shares of Common
Stock that would otherwise be delivered to the Participant upon exercise of the Options, a number
of shares of Common Stock with an aggregate Fair Market Value on the Settlement Date equal to the
aggregate amount of minimum required withholding taxes; or (c) at the discretion of the Committee,
any combination of these two methods.



          (b) Notwithstanding anything herein to the contrary, in accordance with Section 12(q) of
the Plan, as a condition to the receipt of a certificate or certificates representing shares of
Common Stock acquired pursuant to the exercise of Options, to the extent required by the Committee,
the Participant shall execute and deliver a shareholders agreement or such other documentation
which shall provide for restrictions on



 









 







transferability of the shares of Common Stock acquired hereunder, a right of first refusal of the
Company with respect to the shares of Common Stock acquired hereunder and such other terms as the
Board or Committee shall from time to time require.



          (c) The Committee reserves the right to require, upon exercise of all or any portion of
the Option while the Company is not a reporting company under Section 12 of the Securities Exchange
Act of 1934, as amended, the deposit of the shares issued into a trust (with a trustee designated
by the Company) to the extent the Committee determines in its discretion that such an arrangement
is appropriate to ensure compliance with applicable laws, rules or regulations governing ownership
of Company shares. The trust would be the shareholder of record, and would hold the shares for the
benefit of the Participant. Any transferee of the shares would be required to retain the shares in
the voting trust. The trust would end at such time as the Company has become a reporting Company
under such Section 12 of the Securities Exchange Act of 1934, as
amended. The trust would provide
that the trustee would exercise voting rights with respect to the shares in trust, and would
contain such other provisions and limitations governing transfer and other ownership rights as the
Committee determines in its discretion are necessary or desirable.



     7. Rights as Common Stockholder. The Participant or a transferee of the Options
shall have no rights as a stockholder with respect to any shares covered by the Options until he
shall have become the holder of record of such shares (and the Company shall use its reasonable
best efforts to cause the Participant promptly to become the holder of record of such shares), and,
except as provided in Section 5 hereof, no adjustment shall be made for dividends or distributions
or other rights in respect of such shares for which the record date is prior to the date upon which
he shall become the holder or record thereof.



     8. Company,
Participant. (a) The term “Company” as used in this Agreement with
reference to employment shall include the Company and its affiliates.



          (b) Whenever the word “Participant” is used in any provision of this Agreement under
circumstances where the provision should logically be construed to apply to the executors, the
administrators, legal representatives or the person or persons to whom the Options may be
transferred by will or by the laws of descent and distribution, the word “Participant” shall be
deemed to include such person or persons.



     9. Requirements
of Law. (a) By accepting the Options, the Participant represents and
agrees for himself and his transferees (whether by will or the laws of descent and distribution)
that, unless a registration statement under the Securities Act of
1933. as amended (the “Act”), is
in effect as to shares purchased upon any exercise of the Options, (i) any and all shares so
purchased shall be acquired for his personal account and not with a view to, or for sale in
connection with, any distribution, (ii) each notice of the exercise of any portion of the Options
shall be accompanied by a representation and warranty in writing, signed by the person entitled to
exercise the same, that the shares are being so acquired in good faith for his personal account and
not with any present



 









 







intention of distributing or selling any of such shares of Common Stock; and (iii) the shares have
not been registered under the Securities Act on the ground that no distribution or public offering
of the shares is to be effected (it being understood, however, that the shares are being issued and
sold in reliance on the exemption provided under Rule 701 under the Securities Act), and in this
connection the Company is relying in part on the Participant’s representations set forth in this
Section.



          (b) No certificate or certificates for shares of Common Stock may be purchased, issued or
transferred if the exercise hereof or the issuance or transfer of such shares shall constitute a
violation by the Company or the Participant of any (i) provision of any Federal, state or other
securities law. (ii) requirement of any securities exchange listing agreement to which the Company
may be a party, or (iii) other requirement of law or of any regulatory body having jurisdiction
over the Company. Any reasonable determination in this connection by the Board or the Committee,
upon notice given to the Participant, shall be final binding and conclusive.



          (c) The certificates representing shares of Common Stock acquired pursuant to the exercise of
Options shall carry such appropriate legend, and such written instructions shall be given to the
Company’s transfer agent, as may be deemed necessary or advisable by counsel to the Company in
order to comply with the requirements of the Act or any state securities laws.



          (d) The Participant hereby confirms that the Participant has been informed that any shares of
Common Stock acquired hereunder are restricted securities under Rule 144 promulgated under the
Securities Act and may not be resold or transferred unless the Common Stock is first registered
under the Federal securities laws or unless an exemption from registration is available. The
Company shall in no event be obligated to register any securities pursuant to the Securities Act or
to take any other affirmative action in order to cause the issuance or transfer of shares acquired
pursuant to this Agreement to comply with any law or regulation of any governmental authority.



     10. Notices. Any notice to be given to either party shall be in writing and shall be
given by hand delivery to such party or by registered or certified mail, return receipt requested,
postage prepaid, addressed to the Company in care of its Secretary at its principal office, and to
the Participant at the address given beneath his signature hereto, or at such other address as
either party shall have furnished to the other in writing in accordance herewith. Notice and
communications shall be effective when actually received by the addressee.



     11. Disposition of Common Stock. The Participant agrees to notify the Company, in
writing, within thirty (30) days of any disposition (whether by sale, exchange, gift or otherwise)
of shares of Common Stock purchased under this Agreement.



     12. Binding Effect. Subject to Section 4 hereof, this Agreement shall be binding upon
the heirs, executors, administrators, successors and permitted assigns of (he parties hereto.



 









 





     13.  Plan. The terms and provisions of the Plan are incorporated herein by
reference and made a part hereof as though fully set forth herein. In the event of any
conflict or inconsistency between discretionary terms and provisions of this Agreement, this
Agreement shall govern and control. In all other instances of conflicts or
inconsistencies or omissions, the terms and provisions of the Plan shall govern and control.
All capitalized terms not otherwise expressly defined in this Agreement shall have the
meaning ascribed to than in the Plan.



     14. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware, without regard to the principles of
conflicts of law thereof.



     15. Counterparts. This Agreement may be signed in counterparts, each of which
shall be an original with the same effect as if the signatures thereto and hereto were upon
the same instrument.



     16. No
Right to Continued Service. This Agreement does not confer upon the
Participant any right to continue as an employee of the Company, nor shall it interfere in
any way with the right of the Company to terminate the Participant’s employment at any time
for any reason (subject to any employment agreement).



     17. Entire
Agreement. This Agreement, together with the Plan, contains the
entire agreement and understanding between the parties with respect to the subject matter
hereof and supersedes all prior agreements, written or oral, with respect thereto.



          IN WITNESS WHEREOF, the Company has granted this Option on the Effective Date.



          This instrument may be executed in any number of counterparts, each of which
shall be deemed to be an original, and such counterparts together shall constitute one
and the same instrument.



	 	 	 	 	 
	 	NEUSTAR, INC

 	 
	 	By:  	/s/ Jeffrey E. Ganek
 	 
	 	 	Name:  	Jeffrey E. Ganek              	 
	 	 	Title:  	Chairman and Chief Executive Officer 	 
	 



	 	 	 
	ACCEPTED:
	 	 
	 
	 	 
	/s/ John Spirtos
 

John Spirtos

	 	 







 









 





INCENTIVE STOCK OPTION AGREEMENT AMENDMENT




     This Incentive Stock Option Agreement Amendment dated as of May 20, 2005 (this
“Amendment”) is made by and between NeuStar, Inc. a Delaware corporation having its principal
place of business in Sterling, Virginia (the “Company”), and John Spirtos (the “Participant”).
Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the
Option Agreement (as defined below).



WITNESSETH:




     WHEREAS, Company granted Participant the right and option to purchase from the Company 29,176
shares (the “Option Shares”) of Company’s common
stock, par value $.002 per share;



     WHEREAS, Company and Participant entered into an Incentive Stock Option Agreement under the
NeuStar, Inc. 1999 Equity Incentive Plan (the “Option
Agreement”) dated November 18, 2004.



     WHEREAS, the Company and Participant desire to amend the Option Agreement to provide for,
among other things, accelerated vesting of a certain number of the Option Shares under the
circumstance and terms as set forth below.



     NOW, THEREFORE, in consideration of the premises and further valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Amendment
to Section 5 of the Option Agreement. Subject to the terms and conditions
set forth herein, Section 5 of the Option Agreement is hereby amended by deleting Sections 5 (c),
(d) and (e) thereof and replacing such Sections with the following language:




     “(c) Subject to the provisions of Section 13(b) of the Plan, in the event of
a Corporate Transaction (as defined below), if the Option evidenced by this Agreement is not
assumed or continued or a substantially equivalent option or right is not substituted by the
surviving corporation, the successor corporation or its parent corporation, as applicable
(the “Successor Corporation”), the Participant shall fully vest in and have the right to
exercise the Option as to all shares of Common Stock then subject thereto, including shares
as to which the Option would not otherwise be vested or exercisable. Any such Options that
are assumed or replaced (and any such Option shall be considered assumed if the Company in a
Corporate Transaction reaffirms the Option) in connection with a Corporate Transaction and do
not otherwise vest at that time shall be fully vested and exercisable in the event the
Participant’s Service with the Company should



 









 







subsequently be terminated within two (2) years following such Corporate Transaction,
unless such Service is terminated by the Successor Corporation for Cause or by the
Participant voluntarily without Good Reason (as defined below).




     (d) For purposes of this Agreement, a “Corporate Transaction” shall mean any of the
following events:




     (i) The consummation of any merger or consolidation of the Company, if
immediately following such merger or consolidation the holders of the
Company’s outstanding voting securities immediately prior to such merger or
consolidation do not own at least a majority of the outstanding voting
securities of the surviving corporation in approximately the same proportion
as they did immediately prior to such merger or consolidation.




     (ii) The consummation of any sale, lease, exchange or other transfer in
one transaction or a series of related transactions of all or substantially
all of the Company’s assets, other than a transfer of the Company’s assets to
a majority-owned subsidiary of the corporation, or to an entity in which the
holders of the majority of the outstanding voting securities of the entity
immediately prior to the transfer own at least the majority of the outstanding
securities immediately after such transfer in approximately the same
proportion as immediately prior to such transfer.




     (iii) The approval by the holders of the Common Stock of any plan or
proposal for the liquidation or dissolution of the Company.




     (iv) The acquisition by a person, within the meaning of Section 3(a)(9)
or of Section 13(d)(3) of the Exchange Act of a majority or more of the
Company’s outstanding voting securities (whether directly or indirectly,
beneficially or of record), other than a person who held such majority on the
date of adoption of the Plan. Ownership of voting securities shall take into
account and shall include ownership as determined by applying Rule
13d-3(d)(l)(i) pursuant to the Exchange Act.”




     (e) For purposes of this Agreement, “Good Reason” shall mean, without the Participant’s
prior written consent, any of the following events or conditions and the failure of the
Successor Corporation to cure such event or condition within thirty (30) days after receipt
of written notice from the Participant:




	 	(i)	 	A substantial diminution or material adverse change in the
Participant’s status, title, position, authority, duties or responsibilities
(including reporting responsibilities) as in effect immediately prior to a
Corporate Transaction, except in connection with the Participant’s termination of








2









 






	 	 	 	Service with the Company for Cause, disability, death or by the
Participant other than for Good Reason.







	 	(ii)	 	A reduction in the Participant’s annual base salary.
	 
	 	(iii)	 	The Successor Corporation’s failure to cover the
Participant under employee benefit plans, programs and practices that, in the aggregate, provide
substantially comparable benefits (from an economic perspective) to the
Participant relative to the benefits and total costs under the material
employee benefit plans, programs and practices in which the Participant (and/or
his family or dependents) is participating immediately preceding the Corporate
Transaction.
	 
	 	(iv)	 	The Successor Corporation’s requiring the Participant to be
based at any office location that is more than fifty (50) miles further from the
Participant’s office location immediately prior to a Corporate Transaction; except
for reasonable required travel for the Successor Corporation’s business that is
not materially greater than such travel requirements prior to such Corporate
Transaction.
	 
	 	(v)	 	A material breach by the Successor Corporation of its
obligations to the Participant under the Plan.”





     2. Entire Agreement. This Amendment sets forth the entire understanding and agreement
of the parties hereto in relation to the subject matter hereof and supersedes any prior
negotiations and agreements among the parties relating to such subject matter. None of the terms or
conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise,
except in writing.



     3. Full Force and Effect of Agreement. Except as hereby specifically amended, modified
or supplemented, the Option Agreement is hereby confirmed and ratified in all respects and shall be
and remain in full force and effect according to their respective terms.



     4. Counterparts. This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original as against any party whose signature appears thereon, and all of which
shall together constitute one and the same instrument.


Governing
Law. This Amendment shall be construed and interpreted in accordance with the laws of the
Sate of Delaware, without regards to the principles of conflicts of law.




3









 





     IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the
Incentive Stock Option Agreement to be made, executed and delivered by their duly authorized
officers as of the day and year first above written.



	 	 	 	 	 
	 	NEUSTAR, INC. 

 	 
	 	By:  	/s/ Jeffrey E. Ganek
 	 
	 	 	Name:  	Jeffrey E. Ganek 	 
	 	 	Title:  	Chairman and Chief Executive Officer 	 
	 
	 	OPTIONEE: 



John Spirtos 

 	 
	 	/s/ John Spirtos
 	 
	 	 	 
	 	 	 
	 




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