Exhibit 10.34


 


NONQUALIFIED STOCK OPTION
AGREEMENT


UNDER THE


NEUSTAR, INC. 1999 EQUITY
INCENTIVE PLAN


 


THIS AGREEMENT, made as of April 10,
2000 (the “Effective Date”), by and between NeuStar, Inc., a Delaware
corporation (the “Company”), and Ken Pickar (the “Participant”).


 


W I  T  N  E  S
S  E  T  H:


 


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 he
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 (the “Plan”), the Company hereby grants to the
Participant, during the period commencing on the date of this Agreement and
ending on April 10, 2010 (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 59,088 (fifty-nine thousand eighty-eight) sharesof
Common Stock.  The Options shall have an
exercise price of $0.0934 per share, which represents the Fair Market Value per
share of the Common Stock as of the date hereof.


 


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 April 10, 2001, 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 by reason of a Normal Termination (as defined in the Plan), the
Options shall remain exercisable until the earlier of the Expiration Date or
three (3) months days after such date of termination (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.


 





















 


(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.  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, as to the
number, price or kind of Common Stock or other consideration subject to such
Options or as otherwise determined by the Committee 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.  The Committee shall
give the Participant written notice of an adjustment hereunder.


 


6.                                       Exercise: 
Payment For and Delivery of Common Stock.  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 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).  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 Participant shall pay to the Company, in cash, or by having the
Company withhold upon exercise of the Option a sufficient number of shares of
Common Stock otherwise deliverable to the Participant based on the Fair Market
Value of the Common Stock on the date of exercise, at the election of the
Participant, such minimum amount as the Company deems necessary to satisfy its
obligation to withhold Federal, state or local income or other taxes incurred
by reason of the exercise or the transfer of shares thereupon.  Payment in currency or by certified or
cashier’s check shall be considered payment in cash.


 


7.                                       Rights as Common Stockholder.  (a) 
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, and (ii) each notice of the exercise of any portion of this
Option 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 a view to or for sale
in connection with any distribution.


 





















 


(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.


 


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 the
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 them 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.                                 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 date of grant specified above.


 


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

  	
   

  
	
   

  	
  Jeffrey Ganek

  
	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  
	
   

  
	
  ACCEPTED:

  
	
   

  
	
   

  
	
       /s/ Ken
  Pickar

  	
   

  
	
  Ken Pickar