Exhibit 10.14


 


INCENTIVE 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 Jeffrey
Ganek 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 14,022 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.  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 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/
  Martin K. Lowen

  
	
   

  	
    Name:

  	
  Martin K. Lowen

  
	
   

  	
    Title:

  	
  Vice President and General Counsel

  
				



 


 


ACCEPTED:


 


	
     /s/
  Jeffrey E. Ganek

  	
   

  
	
  Jeffrey
  Ganek