Exhibit 10.30


 


PHANTOM
STOCK UNIT AGREEMENT


UNDER THE


NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN


 


THIS
AGREEMENT, made as of July 19, 2004 (the “Grant Date”), by and between
NeuStar, Inc., a Delaware corporation (the “Company”), and Michael R. Lach
(the “Participant”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS,
the Company desires to grant the Participant Phantom Stock Units with respect
to 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 Phantom Stock Units.  Subject to
the terms and conditions set forth herein and in the Company’s 1999 Equity
Incentive Plan, as restated as of March 13, 2002 and thereafter amended
(the “Plan”), the Company hereby grants to the Participant, effective as of the
Grant Date, Phantom Stock Units with respect to 250,000 shares of Common
Stock.  Each Phantom Stock Unit shall
represent the right to receive one share of Common Stock subject to the terms
and conditions set forth herein.


 


2.                                       Vesting;
Forfeiture.


 


(a)                                  The
Phantom Stock Units granted hereunder shall vest on the date five years after December 18,
2003 (December 18, 2003 being referred to herein as the “Effective Date”),
provided that the Participant has continuously remained in Service from the
Grant Date through the fifth anniversary of the Effective Date.  In the event that the Participant’s Service
terminates (i) at any time on account of death or Disability, or (ii) on
or after the second anniversary of the Effective Date by the Participant for
Good Reason (as defined below) or by the Company other than for Cause, a
pro-rata portion of the Phantom Stock Units shall vest immediately upon such
termination.  The number of Phantom Stock
Units that will vest pursuant to the immediately preceding sentence shall be
the total number of Phantom Stock Units granted hereunder multiplied by a
fraction, the numerator of which is the number of days the Participant was
continuously in Service from the Effective Date through the date of termination
of such Service, and the denominator of which is one thousand eight hundred
twenty five (1,825).  Notwithstanding the
vesting schedule above, the Committee shall have absolute discretion to
accelerate the vesting of the Phantom Stock Units at any time and for any
reason.


 


(b)                                 In
the event that the Participant’s Service is terminated for any reason, all
unvested Phantom Stock Units (except as set forth in Sections 2(a) and 5(c) hereof)
shall be


 





















 


forfeited, and the
Participant shall have no further rights with respect to such Phantom Stock
Units.


 


3.                                       Non-Transferable.  Except as specifically authorized by the
Committee, the Participant may not transfer the Phantom Stock Units, or the
rights represented thereby, except by will or the laws of descent and
distribution.  Except as specifically
authorized by the Committee, no purported assignment or transfer of the Phantom
Stock Units, 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.


 


4.                                       Delivery
and Possession of Share Certificates; Shareholders Agreement.


 


(a)                                  As
soon as practicable (the “Settlement Date”) following vesting of the Phantom
Stock Units, the Company shall deliver to the Participant (or the Participant’s
estate in the event of death) a certificate or certificates representing the
number of shares of Common Stock equal to the number of vested Phantom Stock
Units, including any resulting from Dividend Equivalents (as defined in Section 7
hereof), and the Participant (or, if applicable, the Participant’s estate)
shall take delivery thereof. 
Alternatively, to the extent that this provision will not result in a
different accounting treatment than if only Common Stock were issuable or
issued, the Committee may at such time elect to pay to the Participant the Fair
Market Value of such Common Stock in cash, or in a combination of cash and
Common Stock.


 


(b)                                 Notwithstanding
anything herein to the contrary, in accordance with Section 12(q) of the
Plan, as a condition to the receipt of a certificate or certificates pursuant
to Section 4(a) hereof, to the extent required by the Committee, the
Participant shall execute and deliver a shareholders agreement or such other
documentation which shall provide for restrictions on transferability of the
shares of Common Stock acquired hereunder, a right of first refusal of the
Company with respect to the shares of Common Stock acquired hereunder and such
other terms as the Board or Committee shall from time to time require.


 


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 Phantom Stock Units 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
Phantom Stock Units or as otherwise determined by the Committee in its sole
discretion to be equitable (i) in the event of changes in the outstanding
Common Stock or in the capital structure of the Company by reason of stock
dividends, stock splits, reverse stock splits, recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges, or other
relevant changes in capitalization occurring after the date hereof or (ii) in
the event of any change in applicable laws or any change in circumstances which
results in or would result in any substantial dilution or enlargement of the
rights granted to, or available for, the Participant, or which otherwise
warrants equitable adjustment because it interferes with the intended operation
of the Plan.  The Committee shall give
the Participant


 


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written notice of an
adjustment hereunder.  Neither the foregoing,
nor any similar provision in the Plan, shall apply to changes in tax laws, tax
interpretations or tax rates.


 


(b)                                 In
the event that the Company undertakes a change in its organization, including
but not limited to a combination of business units, the creation of a new
business unit, the elimination of a business unit, or the acquisition, sale or
transfer of an interest in a business unit, the Phantom Stock Units 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 Phantom
Stock Units 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 Phantom Stock Units evidenced
by this Agreement are not assumed or continued or a substantially equivalent
right is not substituted by the surviving corporation, the successor
corporation or its parent corporation, as applicable (the “Successor
Corporation”), the Participant shall, immediately prior to the date of the
Corporate Transaction, fully vest in all unvested Phantom Stock Units
immediately prior to the Corporate Transactions.  Any such Phantom Stock Units that are assumed
or replaced (and any such Phantom Stock Units shall be considered assumed if
the Company in a Corporate Transaction reaffirms the Phantom Stock Units) in
connection with a Corporate Transaction and do not otherwise vest at that time
shall be fully vested 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 other than for 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 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.


 


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(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 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 Company or, as applicable, 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 title,
position, authority, duties or responsibilities (including reporting
responsibilities) (which, with respect to a Corporate Transaction, means such
duties or responsibilities as in effect immediately prior to the Corporate Transaction),
except in connection with the Participant’s termination of Service either by
the Company for Cause or by the Participant voluntarily other than for Good
Reason or temporarily while the Participant is incapacitated.


 


(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)                            In the
case of a Corporate Transaction, 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
Company’s or 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, following a Corporate Transaction, 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 Company or the Successor Corporation of its obligations
to the Participant under the Plan.


 


(f)                                    The
existence of this Agreement will not affect in any way the right or power of
the Company or its stockholders to make or authorize any Corporate Transaction
or any other corporate act or proceeding.


 


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6.                                       Rights
as Common Stockholder.  The
Participant or a transferee of the Phantom Stock Units shall have no rights as
a stockholder with respect to any shares covered by the Phantom Stock Units
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
or Section 7 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.


 


7.                                       Dividends.  No dividends or dividend equivalents shall
accrue or be paid with respect to any outstanding unvested Phantom Stock Units.  With respect to each vested Phantom Stock
Unit for which a certificate has not been delivered pursuant to Section 4(a) as
of the dividend record date, an amount equal to any cash dividends paid by the
Company in respect of a share of Common Stock shall be paid to the Participant
at the time such dividends are paid to stockholders.


 


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 Phantom Stock Units 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 Phantom Stock Units 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 “Securities Act”), is in effect as to shares acquired upon the
vesting of the Phantom Stock Units, (i) any and all shares so received
shall be acquired for his personal account and not with a view to, or for sale
in connection with, any distribution, (ii) the shares are being acquired
by the Participant in good faith for his personal account and not with any
present intention of distributing or selling any of such shares of Common
Stock; and (iii) the shares have not been registered under the Securities
Act on the ground that no distribution or public offering of the shares is to
be effected (it being understood, however, that the shares are being issued and
sold in reliance on the exemption provided under Rule 701 under the
Securities Act), and in this connection the Company is relying in part on the
Participant’s representations set forth in this Section.


 


(b)                                 No
certificate or certificates for shares of Common Stock may be purchased, issued
or transferred if the 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


 


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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 upon the vesting of
Phantom Stock Units pursuant to Section 2 hereof 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 Securities Act or any
state securities laws.


 


(d)                                 The
Participant hereby confirms that the Participant has been informed that any
shares of Common Stock acquired hereunder are restricted securities under Rule 144
promulgated under the Securities Act and may not be resold or transferred
unless the Common Stock is first registered under the Federal securities laws
or unless an exemption from registration is available.  The Company shall in no event be obligated to
register any securities pursuant to the Securities Act or to take any other
affirmative action in order to cause the issuance or transfer of shares
acquired pursuant to this Agreement to comply with any law or regulation of any
governmental authority.


 


10.                                 Tax
Withholding.  At the time of vesting
and/or settlement of the Phantom Stock Units, as appropriate, the Committee
shall require the Participant to pay to the Company an amount sufficient to pay
all federal, state and local withholding taxes applicable, in the Committee’s
judgment, to the settlement of the Phantom Stock Units, and the Participant’s
right to vesting and/or settlement, as appropriate, shall be contingent upon
such payment.  Such payment to the
Company may be effected through (a) payment by the recipient to the
Company of the aggregate withholding taxes in cash or cash equivalents; (b) at
the discretion of the Committee, the Company’s withholding from the number of
shares of Common Stock [(or cash)] that would otherwise be delivered to the
Participant upon settlement of the Phantom Stock Units, a number of shares of
Common Stock with an aggregate Fair Market Value on the Settlement Date [or
cash] equal to the aggregate amount of minimum required withholding taxes; or (c) at
the discretion of the Committee, any combination of these two methods.


 


11.                                 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.


 


12.                                 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 any shares of
Common Stock obtained upon the vesting of Phantom Stock Units.


 


13.                                 Binding
Effect.  Subject to Section 3
hereof, this Agreement shall be binding upon the heirs, executors,
administrators, successors and permitted assigns of the parties hereto.


 


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14.                                 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.


 


15.                                 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.


 


16.                                 Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


17.                                 No
Right to Continued Service.  This
Agreement does not confer upon the Participant any right to continue as an
employee of the Company, nor shall it interfere in any way with the right of
the Company to terminate the Participant’s employment at any time for any
reason (subject to any employment agreement).


 


18.                                 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 these Phantom Stock Units 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
  Ganek

  	
   

  
	
   

  	
  Name: Jeffrey E. Ganek

  
	
   

  	
  Title:   Chairman
  and Chief Executive Officer

  
	
   

  	
   

  
	
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  /s/ Michael Lach

  	
   

  	
   

  
	
  Michael R. Lach

  	
   

  
					



 


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