Exhibit
10.12


 


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 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 38,000 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 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

  	
   

  
							



 





















 


INCENTIVE
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 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 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 38,000 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 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
(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”.


 


(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.  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,
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

  	
   

  
	
   

  	
  Name:  Jeffrey Ganek

  
	
   

  	
  Title:   Chairman and Chief Executive Officer

  



 


 


	
  ACCEPTED:

  
	
   

  
	
  /s/ Michael
  Lach

  	
   

  
	
  Michael Lach