Exhibit 10.13


 


NONQUALIFIED STOCK OPTION AGREEMENT AMENDMENT


 


This Nonqualified Stock Option Agreement Amendment dated as of June 22,
2004 (this “Amendment”) is made by and between NeuStar, Inc. a Delaware
corporation having its principal place of business in Sterling, Virginia (the “Company”),
and Michael Lach (the “Participant”). Capitalized terms not otherwise defined
herein shall have the meaning ascribed to such terms in the Option Agreement
(as defined below).


 


W I T N E S S E T H:


 


WHEREAS, Company granted Participant the right and option to purchase
from the Company 516,000 shares (the “Option Shares”) of Company’s common
stock, par value $.002 per share;


 


WHEREAS, Company and Participant entered into an Nonqualified Stock
Option Agreement under the NeuStar, Inc. 1999 Equity Incentive Plan (the “Option
Agreement”) dated March 26, 2002;


 


WHEREAS, the Company and Participant desire to amend the Option
Agreement to revise the definitions of “Corporate Transaction” under Section
5(d) thereof and the definition of  “Good
Reason” under Section 5(e) thereof 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 (d) and 5(e) of the Option Agreement.  Subject to the terms and conditions set forth
herein, Sections 5 (d) and 5(e) of the Option Agreement are hereby amended and
restated in their entirety as follows:


 


“(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)(1)(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 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, except in connection with an
across-the-board salary reduction of less than ten percent (10%) affecting all
senior executives of the Company.


 





















 


(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.


 


5.                                       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.


 





















 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment 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:

  
	
   

  	
   

  	
   

  
	
   

  	
  Michael Lach

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael
  Lach

  	
   

  
							



 





















 


NONQUALIFIED STOCK OPTION AGREEMENT


UNDER THE


NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN


 


THIS AGREEMENT, made as of March 26,
2002 (the “Effective Date”), by and between NeuStar, Inc., a
Delaware corporation (the “Company”), and Michael
Lach (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, 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 March 26, 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 516,000 shares of Common Stock.  The Options shall have an exercise price of $6.00 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 March 26, 2003, 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.


 


(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”.


 


(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 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 Ganek

  	
   

  
	
   

  	
   

  	
  Name:  Jeffrey Ganek

  
	
   

  	
   

  	
  Title: 
    Chairman and Chief Executive Officer

  



 


 


ACCEPTED:


 


	
  /s/ Michael Lach

  	
   

  
	
  Michael Lach