Exhibit 10.18


 


INCENTIVE STOCK OPTION AGREEMENT AMENDMENT


 


This Incentive 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 John Malone (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 63,592 shares (the “Option Shares”)
of Company’s common stock, par value $.002 per share;


 


WHEREAS, Company and
Participant entered into an Incentive Stock Option Agreement under the NeuStar,
Inc. 1999 Equity Incentive Plan (the “Option Agreement”) dated January 16, 2003;


 


WHEREAS, Company and Participant amended the
Option Agreement, dated as of December 18, 2003, to provide for
accelerated vesting of the Options under certain circumstances;


 


WHEREAS, the Company and Participant
desire to further 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:

  	
   

  
	
   

  	
   

  
	
   

  	
  John Malone

  
	
   

  	
   

  
	
   

  	
  /s/ John S. Malone

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
							



 





















 


INCENTIVE STOCK OPTION AGREEMENT AMENDMENT


 


This Incentive Stock Option Agreement Amendment dated as of December
18, 2003 (this “Amendment”) is made by and between NeuStar, Inc. a
Delaware corporation having its principal place of business in Sterling,
Virginia (the “Company”), and John Malone (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 63,592 shares (the “Option Shares”)
of Company’s common stock, par value $.002 per share;


 


WHEREAS, Company and
Participant entered into an Incentive Stock Option Agreement under the NeuStar,
Inc. 1999 Equity Incentive Plan (the “Option Agreement”) dated January 16,
2003.


 


WHEREAS, the Company and Participant
desire to amend the Option Agreement to provide for, among other things,
accelerated vesting of a certain number of the Option Shares under the
circumstance and terms 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 of the Option Agreement. 
Subject to the terms and conditions set forth herein, the Section 5 of
the Option Agreement is hereby amended by adding the following language:


 


“(c)
Subject to the provisions of Section 13(b) of the Plan, in the event of a
Corporate Transaction (as defined below), if the Options evidenced by this
Agreement are 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, as of the date of the Corporate
Transaction, fully vest in and have the right to exercise such Options as to
all shares of Common Stock then subject thereto that would otherwise have
vested and become exercisable during the twelve-month period commencing on the
date of the Corporate Transaction and, subject to the next sentence, unvested
Options with respect to any other shares of Common Stock shall continue to vest
as set forth in Section 2.  If any
Options evidenced by this Agreement are assumed or replaced (and any such
Options shall be considered assumed if the Company in a Corporate Transaction
reaffirms the Options) in connection with a Corporate Transaction and do not
otherwise vest at


 





















 


that
time, and if Participant’s Service with the Company is subsequently terminated
within one (1) year 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), the Participant shall fully
vest in and have the right to exercise the Options as to all shares of Common
Stock then subject thereto that, but for such termination, would have otherwise
vested and become exercisable during the twelve-month period commencing on the
effective date of such termination, and unvested Options with respect to any
other shares of Common Stock shall continue to vest as set forth in Section 2.


 


(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.”


 


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 No. 1 to the Incentive Stock
Option Agreement 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 Ganek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  Ganek

  
	
   

  	
   

  	
  Title:

  	
  Chairman and
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE:

  	
   

  
	
   

  	
   

  
	
   

  	
  John Malone

  
	
   

  	
   

  
	
   

  	
  /s/ John Malone

  	
   

  
							



 





















 


INCENTIVE STOCK OPTION AGREEMENT


UNDER THE


NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN


 


THIS AGREEMENT, made as of January 16, 2003  (the “Effective
Date”), by and between NeuStar, Inc., a Delaware corporation (the “Company”),
and John Malone,
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 February 1, 2011  (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 63,592  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 a cumulative basis, with respect to 47.925% of the
shares on January 16, 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
(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/ Jeffrey Ganek

  	
   

  
	
   

  	
   

  	
  Jeffrey
  Ganek

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  
	
   /s/ John Malone

  	
   

  	
   

  
	
  John Malone