Exhibit 10.31


 


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 Henry
Geller (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/ Henry
  Geller

  	
   

  
	
  Henry Geller