January 15, 2009 Mr. Paul Lalljie c/o NeuStar, Inc. 46000 Center Oak Plaza Sterling, VA 20166 Re: Employment Agreement Dear Paul:
Exhibit
99.2
January 15, 2009
Xx. Xxxx Xxxxxxx
c/o NeuStar, Inc.
00000 Xxxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000
Xx. Xxxx Xxxxxxx
c/o 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.
1. Position. Effective as of the date set forth above, you will serve as Senior Vice
President and Interim Chief Financial Officer (CFO) of the Company. You will also continue in your
capacity as Treasurer of the Company. You will perform such duties as are customary for CFOs and
Treasurers of comparable entities to the Company.
2. Salary. Effective January 1, 2009, you will receive a base salary at a rate of no less
than $300,000 per year (the “Base Salary”), payable in biweekly installments through the Company’s
normal payroll processes.
3. Bonus. You will remain eligible to receive a bonus pursuant to the Annual Performance
Incentive Plan (the “PIP”) for 2008, based on your salary and performance targets for 2008 and
subject to all of the terms and conditions of the PIP. In lieu of a bonus pursuant to the PIP for
the period during which you serve as Interim CFO and for three months thereafter (provided you
remain employed by the Company during such three-month period), you will receive a guaranteed bonus
of 50% of the Base Salary, prorated based on your days of service and payable in monthly
installments through the Company’s normal payroll processes. In the event that the guaranteed
bonus paid pursuant to the preceding sentence is less than the amount that you would have received
under the PIP for the same period (assuming a target award of 50% of the Base Salary and
performance goals to be established by the Compensation Committee in the first quarter of the
relevant fiscal year), then you will receive an additional payment representing the difference
between the amount that you would have received under the PIP and the guaranteed bonus, payable on
the date that bonuses are paid to the Company’s other senior employees under the PIP for the
relevant fiscal year. Following your term as Interim CFO and the three-month period described
above, you will be eligible to receive a bonus pursuant to the PIP for the remainder of the
then-current fiscal year, based on performance goals to be established by the Compensation
Committee in the first quarter of such fiscal year and a target award of 50% of your then-current
salary. Any PIP award for such fiscal year will be subject to all of the terms and conditions of
the PIP and payable on the date that such bonuses are paid to the Company’s other senior employees
under the PIP.
4. Equity Award. As promptly as practicable, the Compensation Committee will grant you an
award of 20,000 shares of restricted stock (the “Award”) pursuant to the Company’s 2005 Stock
Incentive Plan, which Award will be evidenced by an agreement setting forth the terms thereof in
the Company’s form (the “Award Agreement”).
5. Severance Plan. Effective upon your appointment as Interim CFO, you will be eligible
for severance benefits pursuant to the terms and conditions of the Company’s 2007 Key Employee
Severance Pay Plan (the “Plan”). For purposes of the Plan, the definition of “Good Reason” in
respect of a termination of your employment is set forth on Annex A to this Agreement, and the
definition of “Salary” is the Base Salary. In consideration of the guaranteed bonus to be received
by you under Section 3 of this Agreement, you will not be eligible to receive the additional bonus
described in Section 3.3(c) of the Plan for the period covered by the guaranteed bonus. For the
avoidance of doubt, all other terms and conditions of the Plan, including those relating to
execution of a release and compliance with Article V of the Plan, will apply.
6. Additional Payment. In the event that your employment is terminated by the Company
without Cause or by you with Good Reason prior to the date on which the Award vests in full
(resulting in the forfeiture of the Award), you will receive an additional payment of $400,000,
payable in a single lump sum on the first day of the seventh month following the date of such
termination. For purposes of this Agreement, “Cause” means acts by you that constitute
(i) insubordination, (ii) dishonesty, (iii) fraud, (iv) moral turpitude, (v) willful misconduct, or
(vi) willful failure or refusal to attempt in good faith to perform your duties or responsibilities
for any reason other than illness or incapacity, in each case as determined by the Board of
Directors, or a committee thereof, in its sole discretion. “Good Reason” has the meaning set forth
on Annex A to this Agreement.
7. Section 409A. If you are deemed on the date of termination of your employment to be a
“specified employee” as defined under Internal Revenue Code Section 409A(a)(2)(B), then with regard
to any payment or the provision of any benefit that is considered to be nonqualified deferred
compensation under Section 409A payable on account of a “separation from service,” such payment or
benefit shall be made or provided on the earlier of (A) the first day of the seventh month
following the date of such separation from service, and (B) the date of your death. On the first
day of the seventh month following the date of such separation from service, all payments and
benefits delayed pursuant to this Section 7 (whether they otherwise would have been payable in a
single lump sum or in installments in the absence of such delay) shall be paid or reimbursed to you
in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or
provided in accordance with the normal payment dates specified for them herein.
8. Noncompetition Agreement. The validity of this Agreement is contingent upon your
concurrent execution of an Agreement Respecting Noncompetition, Nonsolicitation and Confidentiality
in the Company’s standard form (the “Noncompetition Agreement”), which will be in force until the
date that is eighteen (18) months after your termination of employment from the Company.
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9. Additional Policies. You will be subject to the Company’s management selling guidelines
and management stock ownership guidelines for the duration of your service as Interim CFO, 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 be subject to, and will comply
with, all other Company policies, including the Company’s policies regarding xxxxxxx xxxxxxx and
service on outside boards of directors.
10. Termination. The Company may terminate this Agreement at any time for Cause, or as a
result of violation by you of your obligations set forth herein.
11. 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, the Award Agreement, the Plan, and the
Noncompetition Agreement 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.
(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
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legal representatives. The Company hereby agrees to make commercially reasonable efforts to
assure that any counter-party to a Corporate Transaction (as defined in the Plan) expressly assumes
and agrees to perform the Company’s obligations under this Agreement. Neither this Agreement nor
any right or obligation hereunder may be assigned by you. As used in the 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.
(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.
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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: |
1/15/2009 | |||
[Signature Page to Xxxxxxx Employment Agreement]
Annex A
“Good Reason” means, with respect to a termination of your employment, any of the following
events or conditions (without your prior written consent) occurring solely within two years
following a Corporate Transaction (as defined in the Plan) and the failure of the Company (or the
Successor Corporation) to cure such event or condition within thirty (30) days after receipt of
written notice from you, provided that you serve notice of such event and intended termination
within sixty (60) days of its occurrence: (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 for you; (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
for you under the material employee benefit plans, programs and practices in which you and/or your
family or dependents were 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 the 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. “Good Reason”
further means either of the following events or conditions, provided that the termination of your
employment pursuant to this sentence occurs within two years after the occurrence of such event or
condition: (A) the appointment of your successor as Chief Financial Officer of the Company;
provided, however, that a termination of your employment shall not be considered to be with Good
Reason pursuant to this clause prior to the date that is three months after such appointment; or
(B) the occurrence of a Corporate Transaction after which you are not appointed as Chief Financial
Officer of the continuing or surviving entity.
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