Exhibit 10.17


 


NONQUALIFIED STOCK OPTION AGREEMENT

UNDER THE

NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN


 


THIS AGREEMENT, made as of June 6, 2002 (the “Effective Date”), by and between
NeuStar, Inc., a Delaware corporation (the “Company”), and Mark Foster (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 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
(the “Plan”), the Company hereby grants to the Participant, during the period
commencing on the date of this Agreement and ending on June 6, 2012 (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 19,863 shares of Common Stock.  The Options shall have an exercise price of $ 6.00 per share, which is not less than
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 the Effective Date; 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.


 





















 


(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.  The Committee shall
give the Participant written notice of an adjustment hereunder.


 


(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”.


 


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.  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 or she
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 or her 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 and the Common Stockholders Agreement, 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 Ganek

  	
   

  
	
   

  	
   

  	
  Jeffrey Ganek

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
     /s/
  Mark Foster

  	
   

  	
   

  	
   

  
	
  Mark Foster