December 9, 2009 Mr. Paul Lalljie Senior Vice President and Chief Financial Officer Neustar, Inc. 46000 Center Oak Plaza Sterling, VA 20166 Re: Compensation Agreement Dear Paul:
Exhibit 99.1
December 9, 2009
Xx. Xxxx Xxxxxxx
Senior Vice President and Chief Financial Officer
Neustar, Inc.
00000 Xxxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000
Senior Vice President and Chief Financial Officer
Neustar, Inc.
00000 Xxxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000
Dear Xxxx:
This agreement (the “Agreement”) shall govern the terms of your continued employment with Neustar,
Inc. (the “Company”) and any termination arrangements thereafter. This Agreement supersedes and
replaces the Employment Agreement, dated January 15, 2009, between you and the Company (the “Prior
Employment Agreement”).
1. Salary. Effective June 25, 2009, your base salary is $325,000 per year
(the “Base Salary”). As soon as practicable (but in no event later than December
31, 2009), you will receive a lump-sum payment of $11,538.46, less applicable
withholding, representing the difference between the Base Salary and the salary
already paid to you for the period of June 25, 2009 through December 9, 2009.
2. Bonus. For the period of January 1, 2009 through June 30, 2009 (the
“First Period”), you will be eligible to receive a bonus based on performance goals
established by the Compensation Committee and a target award of 50% of your previous
base salary of $300,000, prorated for the First Period, less any guaranteed bonus
payments previously made to you for the First Period pursuant to the Prior
Employment Agreement. For the period of July 1, 2009 through December 31, 2009 (the
“Second Period”), you will be eligible to receive a bonus based on performance goals
established by the Compensation Committee and a target award of 60% of the Base
Salary, prorated for the Second Period, less any guaranteed bonus payments
previously made to you for the Second Period pursuant to the Prior Employment
Agreement. Amounts earned pursuant to this paragraph will be determined by the
Compensation Committee and paid on the date in 2010 that bonuses are paid to the
Company’s other senior employees for 2009. For the avoidance of doubt, you will not
be required to repay any guaranteed bonus payments previously made to you under the
Prior Employment Agreement.
3. Equity Awards. As promptly as practicable, the Compensation
Committee will grant you 15,000 nonqualified stock options and 7,000
performance share units (the “Awards”) pursuant to the Company’s 2009 Stock
Incentive Plan, which Awards will be evidenced by agreements setting forth the
terms thereof in the Company’s form. Your other
outstanding equity awards, including the 20,000 shares of restricted stock
granted to you on January 12, 2009, will continue to vest, be exercisable,
or be forfeited in accordance with the terms and conditions of the
applicable plan and award agreement.
4. Severance Plan. You are eligible for severance benefits pursuant to the
terms and conditions of the Company’s 2007 Key Employee Severance Pay Plan (the
“Plan”). In the event of your termination, in consideration of the guaranteed bonus
received by you under the Prior Employment Agreement, you will not be eligible to
receive for 2009 any portion of the additional bonus described in Section 3.3(c) of
the Plan that has already been paid to you as guaranteed bonus. All other terms and
conditions of the Plan, including those relating to the definition of “Good Reason,”
the execution of a release, and compliance with Article V of the Plan, will apply.
5. Noncompetition Agreement. The Agreement Respecting Noncompetition,
Nonsolicitation and Confidentiality, dated January 15, 2009, between you and the
Company will remain in force in accordance with its terms.
6. Additional Policies. You will continue to be subject to the Company’s
management selling guidelines and management stock ownership guidelines for the
duration of your service as Chief Financial Officer, or for so long as you are
otherwise an “officer” of the Company for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended. Moreover, you will continue to be subject to, and
will comply with, all other Company policies, including without limitation the
Company’s policies regarding xxxxxxx xxxxxxx and service on outside boards of
directors.
7. Miscellaneous.
(a) Notice. Any notice or other communication required or permitted
under this Agreement shall be effective only if it is in writing and delivered
personally or sent by registered or certified mail, postage prepaid, addressed as
follows (or if it is sent through any other method agreed upon by the parties):
If to the Company:
NeuStar, Inc.
00000 Xxxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
00000 Xxxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
If to you:
at the last address on the books of the Company
or to such other address as either party hereto may designate by notice to the other, and
shall be deemed to have been given upon receipt.
(b) Entire Agreement. This Agreement and the documents expressly
referenced herein contain the entire understanding and agreement between the parties
concerning the subject matter hereof and supersede all prior agreements,
understandings, discussions, negotiations and undertakings, whether written or oral,
between the parties with respect thereto. For the avoidance of doubt, this
Agreement supersedes and replaces in its entirety the Prior Employment Agreement.
You agree that, in exchange for the benefits pursuant to this
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Agreement, the Prior
Employment Agreement is hereby null and void, and you shall have no right or
entitlement thereunder as of the date hereof (including but not limited to the
additional payment described in Section 6 of the Prior Employment Agreement).
(c) Amendment; Waiver. This Agreement may be amended only by an
instrument in writing signed by the parties hereto, and any provision hereof may be
waived only by an instrument in writing signed by the party against whom or which
enforcement of such waiver is sought. The failure of either party hereto at any
time to require the performance by the other party hereto of any provision hereof
shall in no way affect the full right to require such performance at any time
thereafter, nor shall the waiver by either party hereto of a breach of any provision
hereof be taken or held to be a waiver of any succeeding breach of such provision or
a waiver of the provision itself or a waiver of any other provision of this
Agreement.
(d) Assignment; Indemnification. This Agreement is binding on and is
for the benefit of the parties hereto and their respective successors, heirs,
executors, administrators and other legal representatives. Neither this Agreement
nor any right or obligation hereunder may be assigned by you. As used in this
Agreement, the “Company” shall mean both the Company as defined above and any
successor that assumes and agrees to perform this Agreement, by operation of law or
otherwise.
(e) Withholding. The Company may withhold from any amounts payable to
you hereunder all federal, state, city or other taxes that the Company may
reasonably determine are required to be withheld pursuant to any applicable law or
regulation.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT REFERENCE TO
ITS PRINCIPLES OF CONFLICTS OF LAW.
(g) Construction. The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or control or affect the
meaning of any provision hereof. Should any provision of this Agreement require
interpretation or construction, it is agreed by the parties that the entity
interpreting or constructing this Agreement shall not apply a presumption against
one party by reason of the rule of construction that a document is to be construed
more strictly against the party who prepared the document.
(h) Severability. All provisions of this Agreement are intended to be
severable. In the event any provision or restriction contained herein is held to be
invalid or unenforceable in any respect, in whole or in part, such finding will in
no way affect the validity or enforceability of any other provision of this
Agreement. The parties hereto further agree that any such invalid or unenforceable
provision will be deemed modified so that it will be enforced to the greatest extent
permissible under law, and to the extent that any court of competent jurisdiction
determines any restriction herein to be unreasonable in any respect, such court may
limit this Agreement to render it reasonable in light of the circumstances in which
it was entered into and specifically enforce this Agreement as limited.
(i) Legal Representation. You acknowledge and confirm that you have
had the opportunity to seek such legal, financial and other advice and
representation as you have deemed appropriate in connection with this Agreement.
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(j) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
(k) Acceptance of Agreement. You may accept this Agreement by signing
it and returning it to Xxxx Xxxxxx, Senior Vice President — Human Resources,
Neustar, Inc., 00000 Xxxxxx Xxx Xxxxx, Xxxxxxxx, XX 00000.
[Remainder of page intentionally left blank.]
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| NEUSTAR, INC. |
||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Chairman and Chief Executive Officer | |||
| /s/ Xxxx Xxxxxxx | ||||
| Xxxx Xxxxxxx | ||||
Date: December 10, 2009
[Signature Page to Xxxxxxx Compensation Agreement]
