Exhibit 10.36


 


NONQUALIFIED STOCK OPTION AGREEMENT


UNDER THE


NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN


 


THIS
AGREEMENT, made as of February 14, 2005 (the “Effective Date”), by and between
NeuStar, Inc., a Delaware corporation (the “Company”), and Frank Schiff (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 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 February 14, 2015 (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 shares of Common Stock.  The Options shall have an exercise price
of  $15.20 per share.  None of the Options granted pursuant to this
Section 1 is intended to constitute Incentive 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 100% of the shares
on February 14, 2005; 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 provided below or as otherwise
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.  Without limiting the generality of the
foregoing, the Participant may transfer the Options to one family member (as
defined in under Regulation 701(c)(3) of the Securities Act of 1933, as amended
(the “Act”)) in whole or in part. 
An Option that is transferred pursuant to the preceding sentence, absent
further action by the Committee, (i) may not be subsequently transferred
otherwise than by will or by the laws of descent and distribution and (ii)
remains subject to the terms of the Plan and this Agreement.  Any shares of Common Stock acquired upon the
exercise of an Option by a permitted transferee shall be subject to the terms
of the Plan and this Agreement.


 


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”.


 


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 permitted transferees that, unless a registration statement under 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 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.           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

  	
   

  
	
   

  	
  Jeffrey Ganek

  
	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  /s/ Frank Schiff

  	
   

  	
   

  
	
  Frank Schiff