FORM OF RESTRICTED STOCK AGREEMENT UNDER THE NEUSTAR, INC. 2005 STOCK INCENTIVE PLAN
Exhibit 99.3
FORM OF RESTRICTED STOCK AGREEMENT
UNDER THE NEUSTAR, INC. 2005 STOCK INCENTIVE PLAN
UNDER THE NEUSTAR, INC. 2005 STOCK INCENTIVE PLAN
This RESTRICTED STOCK AGREEMENT is entered into as of [Date of Grant] (the “Grant
Date”), between NEUSTAR, INC. (the “Company”) and [Awardee] (“you”).
1. Restricted Stock Grant. Subject to the restrictions, terms and conditions of the Plan
and this Agreement, the Company hereby awards you [No. of Shares] shares of Common Stock
(the “Award”). The shares are subject to certain restrictions as set forth in the Plan and this
Agreement. Until vested, the shares are referred to herein as “Restricted Stock.”
2. The Plan. The Restricted Stock is subject to the terms of the Company’s 2005 Stock
Incentive Plan (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, 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. Subject to Section 6 below, the Restricted Stock shall become vested
and cease to be Restricted Stock (but shall remain subject to the terms of this Agreement and the
Plan) pursuant to the schedule set forth below, provided the Target (as defined below) is achieved,
as determined by the Committee in good faith, on or prior to ___. The term “Target” means a
period of 20 consecutive trading days during which the fair market value of the Common Stock
reaches or exceeds the target price of $___ per share (as may be adjusted in accordance with
Section 4.2(b) of the Plan). The term “Vesting Date” means the first, second or third anniversary
of the Grant Date, as applicable, on which all or a portion of your Award ceases to be Restricted
Stock based on the schedule set forth below:
| % Vested if Target | % Vested if Target Achieved | % Vested if Target Achieved | ||||||||||
| Achieved on or | after but on or | after but on or | ||||||||||
| Vesting Date | Prior to ___ | Prior to ___ | Prior to ___ | |||||||||
| 33.33 | % | 0 | % | 0 | % | |||||||
| 66.66 | % | 66.66 | % | 0 | % | |||||||
| 100 | % | 100 | % | 100 | % | |||||||
If the Target is not achieved on or prior to , the Restricted Stock shall immediately be
forfeited without compensation.
All vesting will occur only on the appropriate Vesting Dates, with no proportionate or partial
vesting in the period prior to any such date. To the extent any percentage would include a
fractional share it shall be rounded down to the nearest whole share and the fractional shares
accumulated for the final Vesting Date. When any Restricted Stock becomes vested, the Company
(unless it is using book entry) will promptly issue and deliver to you a stock certificate
registered in your name, subject to applicable federal, state and local tax withholding as set
forth in Section 5 (unless it determines a delay is required under applicable law or rules). You
will be permitted to Transfer shares of Restricted Stock following the expiration of the
Restriction Period, but only to the extent permitted by applicable law.
5. Taxes. You will be liable for any and all taxes, including withholding taxes, arising
out of this Award or the vesting of Restricted Stock hereunder, and the Company shall have the
right to require, prior to the issuance or delivery of Common Stock, payment of any federal, state
or local taxes required by law to be withheld. Upon vesting, you shall pay all required taxes to
the Company, which payment may be made in cash or by reducing the number of shares of Common Stock
otherwise deliverable under the Award, subject to the Company’s policies then in effect, unless the
Company has established alternative procedures for such payment. Any
fraction of a share of Common Stock required to satisfy such withholding shall be disregarded and the amount due paid
instead in cash by you.
6. Forfeiture. Upon your Termination, all unvested Restricted Stock shall immediately be
forfeited without compensation. Notwithstanding the foregoing, if a Corporate Transaction (as
defined below) occurs and a portion of your Restricted Stock remains unvested following the
Corporate Transaction, your Restricted Stock shall immediately vest in full if you experience a
Termination (other than by the Company for Cause or by you without Good Reason (as defined below))
within two (2) years after the Corporate Transaction.
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 do not
own a majority of the outstanding voting securities of the surviving corporation in approximately
the same proportion as before such merger or consolidation; (ii) individuals who constitute the
Board at the beginning of any 24-month period (“Incumbent Directors”) cease for any reason during
such 24-month period to constitute at least a majority of the Board, provided that any person
becoming a director during any such 24-month period whose election or nomination for election was
approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a
specific vote or by approval of the proxy statement for the Company in which such person is named
as a nominee for director, without objection to such nomination) shall be an Incumbent Director;
provided, however, that no individual initially elected or nominated as a director of the Company
as a result of an actual or threatened election contest with respect to directors or as a result of
any other actual or threatened solicitation of proxies by or on behalf of any person other than the
Board shall be an Incumbent Director; (iii) 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 Company or any other entity the majority of whose voting power is held by the shareholders of
the Company in approximately the same proportion as before such transaction; (iv) the approval by
the holders of the Common Stock of any plan or proposal for the liquidation or dissolution of the
Company; or (v) 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.
For purposes of this Agreement, “Good Reason” shall mean, without your prior written consent, any
of the following events or conditions and the failure of the surviving corporation, the successor
corporation or its parent corporation, as applicable (the “Successor Corporation”) to cure such
event or condition within thirty (30) days after receipt of written notice from you: (i) a
reduction in your annual base salary, except pursuant to a policy generally applicable to employees
at your level and above resulting in a reduction of 10% or less; (ii) the Successor Corporation’s
failure to cover you under employee benefit plans, programs and practices that, in the aggregate,
provide substantially comparable benefits (from an economic perspective) to you relative to the
benefits and total costs under the material employee benefit plans, programs and practices in which
you (and/or your family or dependents) are participating immediately preceding the Corporate
Transaction; (iii) the Successor Corporation’s requiring you to be based at any office location
that is more than fifty (50) miles further from your 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; or (iv) a material breach by the Successor Corporation of its obligations to you under
the Plan.
7. Detrimental Activity. For purposes of this Award, Detrimental Activity shall have the
meaning set forth in the Plan and additionally shall mean any of the activities set forth on Annex
A. In the event you engage in Detrimental Activity, the Committee may direct that all unvested
Restricted Stock, together with any Restricted Stock which has vested but with respect to which
Common Stock has not yet been issued and dividends declared but not yet paid to you, shall be
immediately forfeited to the Company, and you shall pay to the Company an amount equal to the Fair
Market Value at the time of vesting of any Restricted Stock previously delivered or issued to you,
together with the value of any dividends previously paid to you prior to the vesting date in
respect of the Restricted Stock.
8. 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).
9. Retention of Certificates. Promptly after the Grant Date, the Company will recognize
your ownership of the Restricted Stock through uncertificated book entry, another similar method,
or issuance of stock certificates representing the Restricted Stock. Any stock certificates will
be registered in your name, bear any legend that the Committee deems appropriate to reflect any
restrictions on Transfer, and be held in custody by the Company or its designated agent until the
Restricted Stock vests. If requested by the Company, you will deliver to the Company a duly signed
stock power, endorsed in blank, relating to the Restricted Stock. If you receive a stock dividend
on the Restricted Stock, the Restricted Stock shares are split, or you receive other shares,
securities, monies, warrants, rights, options or property representing a dividend or distribution
in respect of the Restricted Stock (other than regular cash dividends on and after the Grant Date),
you will immediately deposit with the Company any such rights or property (including any
certificates representing shares duly endorsed in blank or accompanied by stock powers duly
endorsed in blank), which shall be subject to the same restrictions as the Restricted Stock and be
encompassed within the term “Restricted Stock” as used herein.
10. Rights with Regard to Restricted Stock. You will have the right to vote the
Restricted Stock and to receive and retain all regular cash dividends payable to other shareholders
of record on and after the Grant Date (although such dividends will be treated, to the extent
required by applicable law, as additional compensation for tax purposes), and to exercise all other
rights, powers and privileges of a holder of Common Stock with respect to the Restricted Stock set
forth in the Plan, except: (i) you will not be entitled to delivery of any unvested Restricted
Stock, and the Company (or its designated agent) will retain custody of any such shares; (ii) no
part of the Restricted Stock will bear interest or be segregated in separate accounts; and (iii)
you may not Transfer any unvested Restricted Stock.
11. Not an Employment Agreement. The issuance of this Award does not constitute an
agreement by the Company to continue to employ you during the entire, or any portion of, the
Restriction Period or otherwise.
12. Notice. Any notice or communication to the Company concerning the Restricted Stock
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, 00000 Xxxxxx Xxx Xxxxx,
Xxxxxxxx, XX 00000.
You will not have any rights with respect to your Restricted Stock 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: |
||||||||
| Xxxxxxx X. Xxxxx | [Awardee] |
Annex A
Detrimental Activity
“Detrimental Activity” shall have the meaning set forth in the Plan and additionally shall mean any
of the following:
(i) For the period commencing on your first day of employment with the Company and ending on the
date which is 18 months following your termination of employment with the Company for any reason
(such period hereinafter referred to as the “Restricted Period”), with respect to any state or
country in which the Company is engaged in business during your employment term, you participate or
engage, directly or indirectly, for yourself or on behalf of or in conjunction with any person,
partnership, corporation or other entity, whether as an employee, agent, officer, director,
shareholder, partner, joint venturer, investor or otherwise, in any business competitive with a
business undertaken by the Company or by you at any time during your employment term.
(ii) During the Restricted Period, you engage in Solicitation, whether for your own account or for
the account of any other individual, partnership, firm, corporation or other business organization
(other than the Company). “Solicitation” means any of the following, or an attempt to do any of the
following: (i) recruiting, soliciting or inducing any nonclerical employee or consultant of the
Company (including, but not limited to, any independent sales representatives or organizations) to
terminate his or her employment with, or otherwise cease or reduce his or her relationship with,
the Company; (ii) hiring or assisting another person or entity to hire any nonclerical employee or
consultant of the Company or any person who within 12 months before was such a person; or
(iii) soliciting or inducing any person or entity (including any person who within the preceding
12 months was a customer or client of the Company) to terminate, suspend, reduce, or diminish in
any way its relationship with or prospective relationship with the Company.
(iii) (a) You disclose to any person or entity or use, at any time, any information not in the
public domain or generally known in the industry (except as may be required by law or legal
process), in any form, acquired by the you while employed by the Company or any predecessor to the
Company’s business or, if acquired following the employment term, such information which, to your
knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of
confidentiality to the Company (or to which the Company owes a duty of confidentiality), including
but not limited to, information regarding customers, vendors, suppliers, trade secrets, training
programs, manuals or materials, technical information, contracts, systems, procedures, mailing
lists, know-how, trade names, improvements, price lists, financial or other data (including the
revenues, costs or profits associated with any of the Company’s products or services), business
plans, code books, invoices and other financial statements, computer programs, software systems,
databases, discs and printouts, plans (business, technical or otherwise), customer and industry
lists, correspondence, internal reports, personnel files, sales and advertising material, telephone
numbers, names, addresses or any other compilation of information, written or unwritten, which is
or was used in the business of the Company; (b) you fail to return to the Company the originals and
all copies of any such information in any form, and copies and extracts thereof, provided to or
acquired by you in connection with the performance of your duties for the Company (which are and
shall remain the sole and exclusive property of the Company); or (c) you fail to return to the
Company all files, correspondence and/or other communications received, maintained and/or
originated by you during the course of your employment whether for your own account or for the
account of any other individual, partnership, firm, corporation or other business organization
(other than the Company).
(iv) You issue or communicate, directly or indirectly, any public statement (or statement likely to
become public) that disparages, denigrates, maligns or impugns the Company, its affiliates, or
their respective officers, directors, employees, products or services, except truthful responses to
legal process or governmental inquiry or by you in carrying out your duties while employed by the
Company.
