Exhibit 10.11


 


INCENTIVE
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 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,
the Company hereby grants to the Participant, during the period commencing on
the date of this Agreement and ending on November 30,
2009 (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 649,965 shares of
Common Stock.  The Options shall have an
exercise price of $0.0934 per
share, which is not less than the Fair Market Value per share of the Common
Stock as of the date hereof.  Each of the
Options granted pursuant to this Section 1 shall constitute Incentive
Common Stock Options to the extent permissible under Section 422 of the
Code and the Plan.


 


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 November 30, 2000,
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.


 


(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 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”.


 


(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 in which the Company
is not the continuing or surviving corporation, or pursuant to which shares of
Common Stock are converted into cash, securities or other property, if
following such merger or consolidation the holders of the Company’s outstanding
voting securities immediately prior to such merger or consolidation own less
than a majority of the outstanding voting securities of the surviving
corporation.


 


(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.


 


(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) (as in effect on the date of adoption of the Plan) 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)(1)(i) (as
in effect on the date of adoption of the Plan) 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 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.


 


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 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.


 


(b)  The Participant acknowledges and
agrees that the Common Stock shall be “Shares” as such term is used in the
NeuStar Corporation Common Stockholders Agreement, dated as of November 30,
1999, and, as such, will be subject to certain restrictions, including
restrictions on resale and such other transfers.


 


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

  	
   

  
	
   

  	
  Name: Jeffrey Ganek

  
	
   

  	
  Title: 
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
     /s/ Mark Foster

  	
   

  	
   

  	
   

  
	
  Mark Foster