* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
One-third of the restricted stock units vest on each of July 25, 2017, 2018 and 2019. |
(2) |
Following a Change in Control (as defined in the Neustar, Inc. Amended and Restated 2009 Stock Incentive Plan (the "Plan")) following which any portion of the Reporting Person's RSUs remains unvested, upon the Reporting Person's Termination (as defined in the Plan) (i) by reason of the Reporting Person's death or Disability (as defined in the Plan), (ii) by the Company without Cause (as defined in the Plan), (iii) by the Reporting Person with Good Reason (as defined in the Plan), in each case, within two (2) years after such Change in Control (as defined in the Plan), the Reporting Person's RSUs shall immediately vest in full upon such Termination. |
(3) |
Upon the Reporting Person's Termination due to Retirement (as defined in the Plan), a number of unvested RSUs (if any) equal to the product of (i) the number of RSUs that would have become vested on the next scheduled Vesting Date (as defined in the Plan) had the Reporting Person's employment continued through such Vesting Date and (ii) a fraction, the numerator of which is the number of days from the last Vesting Date preceding the date of such Termination (or in the case of a Termination prior to the first such Vesting Date, the number of days from the Grant Date (as defined in the Plan)) through the date of such Termination, and the denominator of which is the number of days from the last Vesting Date preceding the date of such Termination (or in the case of a Termination prior to the first such Vesting Date, the number of days from the Grant Date) through the next scheduled Vesting Date, shall immediately vest. |
(4) |
Upon the Reporting Person's Termination (as defined in the Plan) (i) by the Company for Cause (as defined in the Plan) or (ii) by the Reporting Person (x) voluntarily, and (y) other than due to the Reporting Person's Retirement (as defined in the Plan), any unvested RSUs shall immediately be forfeited without compensation. |
(5) |
38.9% vests on January 31, 2017 and 61.1% vests on January 31, 2018. |