EX-10.36






Exhibit 10.36




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 July
1, 2009 (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 2010 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 the six-month anniversary of your Termination, except that with respect to any
fractional shares of Common Stock, the Company shall pay to you a lump-sum cash amount equal to the
Fair Market Value of such fractional shares of Common Stock. 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, 46000 Center Oak
Plaza, 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:
	 	 	 	 	 	 	 	 
	 

	 	 

Jeffrey E. Ganek
	 	 
	 	 

[                    ]