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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 resu
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