Exhibit 10.46



 Exhibit 10.46 
 DIRECTORS’ RESTRICTED STOCK UNIT AGREEMENT 
 UNDER THE NEUSTAR, INC.
2009 STOCK INCENTIVE PLAN 
 This DIRECTORS’ RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is
entered into as of [                ] (the “Grant Date”), between NEUSTAR, INC. (the “Company”) and
[                ] (“you”). 
 1.
Restricted Stock Unit Grant. Subject to the restrictions, terms and conditions of the Company’s 2009 Stock Incentive Plan (the “Plan”) and this Agreement, the Company hereby awards you
[            ] Restricted Stock Units. A Restricted Stock Unit is a unit of measurement equivalent to one share of Common Stock but with none of the attendant rights of a holder of a
share of Common Stock until a share of Common Stock is ultimately distributed in payment of the obligation (other than the right to receive dividend amounts in accordance with Section 8 hereof). 

2. The Plan. The Restricted Stock Units are entirely subject to the terms of the Plan, including its provisions regarding amendment of Awards.
Capitalized terms used but not defined in this Agreement have the meanings set forth in the Plan. 
 3. Restrictions on Transfer. You
shall not sell, transfer, pledge, hypothecate, assign or otherwise dispose of (any such action, a “Transfer”) the Restricted Stock Units, except as set forth in the Plan or this Agreement. Any attempted Transfer in violation of the
Plan or this Agreement shall be void and of no effect. 
 4. Vesting Schedule. The Restricted Stock Units shall become vested on the
earlier of the following dates (but shall remain subject to the terms of this Agreement and the Plan), unless you experience a Termination before such date: (i) the first anniversary of the Grant Date; or (ii) the day preceding the date in
calendar year [        ] on which the Company’s annual meeting of stockholders is held. All vesting shall occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to
such date. 
 5. Payment. The Company shall issue and deliver to you a stock certificate registered in your name, representing the number
of shares of Common Stock equal to the number of vested Restricted Stock Units, including any resulting from dividend equivalents (as provided in Section 8 hereof), on
[                ]. You will be permitted to Transfer such shares of Common Stock, but only to the extent permitted by applicable law. 

6. Forfeiture. Upon your Termination, all unvested Restricted Stock Units shall immediately be forfeited without compensation. 

7. Rights as Common Stockholder. You shall have no rights as a stockholder with respect to any shares covered by the Restricted Stock Units until
you shall have become the holder of record of such shares, and, except as provided in Section 8 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 you shall become the holder of record thereof. 
 8. Dividend Equivalents. As of each dividend payment date for each
cash dividend on the Common Stock, the Company shall award you, for each unpaid and non-forfeited Restricted Stock Unit granted pursuant to this Agreement that you hold, additional restricted stock units, which shall be subject to the same terms and
conditions as the Restricted Stock Units. The number of additional restricted stock units to be granted shall equal the product of (x) the per-share cash dividend payable with respect to each share of Common Stock, multiplied by (y) the
total number of Restricted Stock Units that have not been paid or forfeited as of the record date for such dividend, divided by the Fair Market Value of one share of Common Stock on the payment date of such dividend. In addition, stock dividends on
the Common Stock shall be credited to a dividend book entry account on your behalf with respect to each Restricted Stock Unit, provided that you shall not be entitled to such dividends unless and until the Restricted Stock Unit vests and is paid.








 9. Adjustments. In the case of any change in corporate structure as contemplated under
Section 4.2(b) of the Plan, an equitable adjustment shall be deemed necessary and shall be made in accordance with such Section 4.2(b). 
 10. Section 409A of the Code. This Agreement is intended to comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and shall be limited, construed and interpreted in a manner so as to comply therewith. 
 11. Not a Retention
Agreement. The issuance of this Award does not constitute an agreement by the Company to continue to retain you as a director during the entire, or any portion of, the vesting period or otherwise. 

12. Notice. Any notice or communication to the Company concerning the Restricted Stock Units must be in writing and delivered in person, or
by U.S. mail, to the following address (or another address specified by the Company): Neustar, Inc., Attn: General Counsel, 21575 Ridgetop Circle, Sterling, VA 20166. 
 You will not have any rights with respect to your Restricted Stock Unit award unless and until you deliver an executed copy of this Agreement to the Company within 60 days of the Grant Date.

  

							
	NEUSTAR, INC.	 		 	
				
	 By:
	 	  
	 		 	  

		 	Lisa Hook	 		 	[                    ]