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EXCEL - IDEA: XBRL DOCUMENT - NEUSTAR INC | Financial_Report.xls |
EX-31.1 - EX-31.1 - NEUSTAR INC | w79180exv31w1.htm |
EX-32.1 - EX-32.1 - NEUSTAR INC | w79180exv32w1.htm |
EX-31.2 - EX-31.2 - NEUSTAR INC | w79180exv31w2.htm |
EX-10.1.2 - EX-10.1.2 - NEUSTAR INC | w79180exv10w1w2.htm |
10-Q - FORM 10-Q - NEUSTAR INC | w79180e10vq.htm |
Exhibit 10.28
NEUSTAR, INC.
2010 KEY EMPLOYEE SEVERANCE PAY PLAN
INTRODUCTION
NeuStar, Inc. (the Company) believes that the best interests of the Company and its
shareholders will be served if certain Key Employees of the Company are entitled to the payment of
a severance benefit if they should be involuntarily terminated from employment with the Company
without Cause. Accordingly, the Company hereby establishes the NeuStar, Inc. 2010 Key Employee
Severance Pay Plan (the Plan) for the benefit of such Key Employees. This Plan is intended to
amend and supersede in its entirety the Companys 2007 Key Employee Severance Pay Plan.
I. PURPOSE
1.1 General Purpose. The purpose of the Plan is to enable the Company to offer a form of
protection to eligible Key Employees and to assist them in replacing the loss of income caused by
an involuntary termination of employment without Cause, a reduction in force, job elimination,
acceptance of a Company-initiated voluntary layoff program or closure, discontinuance of
operations, or sale of assets or other corporate event, provided that the employee is not offered
employment with the successor.
1.2 ERISA Coverage. The Plan is unfunded and is maintained primarily for the purpose of
providing severance benefits to a select group of management or highly compensated employees
within the meaning of ERISA, and is not intended to be covered by Parts 2 through 4 of Subtitle B
of Title I of ERISA.
II. DEFINITIONS
2.1 Board means the Board of Directors of the Company.
2.2 Bonus means, with respect to a Key Employee, the average annual incentive bonus actually
received (or to be received based on actual results, after taking into account any discretion
exercised by the Committee to pay the Key Employee an amount less than the Key Employees target
bonus or attained percentage thereof) by the Key Employee with respect to the three full calendar
years ending immediately prior to the Key Employees termination of employment; provided, however,
that if the Key Employee shall have been eligible to receive an annual incentive bonus for at least
one full calendar year but fewer than three full calendar years in his or her current position (or
the position held by the Key Employee immediately prior to such termination), the Bonus for
purposes of this Plan shall be the average of the annual incentive bonuses actually received (or to
be received based on actual results, after taking into account any discretion exercised by the
Committee to pay the Key Employee an amount less than the Key Employees target bonus or attained
percentage thereof) for the full calendar years served in such position; and provided further that
if the Key Employee has not been eligible to receive an annual incentive bonus for at least one
full calendar year in his or her current position
(or the position held by the Key Employee immediately prior to such termination), the Bonus
for purposes of this Plan shall be the Key Employees target annual incentive bonus for the year of
termination.
2.3 Cause means with respect to a Key Employees termination of employment, the following:
(a) in the case where there is an employment agreement, change in control agreement or similar
agreement between the Company or an affiliate and the Key Employee at the time of termination that
defines cause (or words or a concept of like import), cause as defined under such agreement;
provided, however, that with regard to any agreement under which the definition of cause applies
only on occurrence of a change in control (or words or a concept of like import), such definition
of cause shall not apply until a change in control actually takes place and then only with regard
to a termination in the period covered thereby; or (b) if such an agreement does not exist or
cause is not defined in any such agreement, termination due to the Key Employees (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 his or her duties or
responsibilities for any reason other than illness or incapacity, in each case as determined by the
Committee in its sole discretion.
2.4 Code shall mean the Internal Revenue Code of 1986, as amended.
2.5 Committee shall mean the Compensation Committee of the Company, or, if no such Committee
shall have been appointed, the Board.
2.6 Company shall mean NeuStar, Inc., a Delaware corporation, any successor as provided in
Section 7.1 hereof and any company that has adopted the Plan with the consent of the Committee as
provided in Section 7.2 hereof.
2.7 Corporate Transaction means any of the following events: (i) the consummation of any
merger or consolidation of the Company, if following such merger or consolidation the holders of
the Companys 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) ceasing 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 Companys assets, other than a transfer of the Companys 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 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
Companys 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. Notwithstanding the foregoing, with respect to any payment or benefit under this Plan that
constitutes non-qualified deferred compensation pursuant to Section 409A of the Code, no
Corporate Transaction shall occur for purposes of this Plan providing for a change in the time
and/or form of such payment or benefit unless such event is also a change in control event for
purposes of Section 409A, or unless such change is otherwise permissible pursuant to Section 409A.
2.8 Effective Date of the Plan shall mean September 22, 2010. The Plan supersedes in its
entirety the NeuStar, Inc. 2007 Key Employee Severance Pay Plan, which was effective on October 9,
2007 and terminated on the Effective Date.
2.9 Exchange Act means the Securities Exchange Act of 1934, as amended.
2.10 Good Reason means, with respect to a Key Employees termination of employment, the
following: (a) if there is an employment agreement, change in control agreement or similar
agreement in effect between the Company or an affiliate and the Key Employee at the time of the
termination that defines good reason (or words or a concept of like import), a termination due to
good reason (or words or a concept of like import) as defined therein; provided, however, that with
regard to any agreement under which the definition of good reason applies only on occurrence of a
change in control (or words or a concept of like import), such definition of good reason shall
not apply until a change in control actually takes place and then only with regard to a termination
in the period covered thereby; or (b) if such an agreement does not exist or if good reason is
not defined in any such agreement, any of the following events or conditions (without the Key
Employees prior written consent) occurring solely within two years following a Corporate
Transaction 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 the Key Employee, provided
that the Key Employee serves notice of such event and intended termination within sixty (60) days
of its occurrence and such termination occurs no later than the expiration of the 30-day cure
period: (i) a material reduction in the Key Employees annual base salary, except pursuant to a
policy generally applicable to employees at the Key Employees level and above resulting in a
reduction of 10% or less for such Key Employee; (ii) the Successor Corporations material failure
to cover the Key Employee under employee benefit plans, programs and practices that, in the
aggregate, provide substantially comparable benefits (from an economic perspective) to the Key
Employee relative to the benefits and total costs for such Key Employee under the material employee
benefit plans, programs and practices in which the Key Employee and/or his or her family or
dependents were participating immediately preceding the Corporate Transaction; (iii) the Successor
Corporations requiring the Key Employee to be based at any office location that is more than fifty
(50) miles further from the Key Employees office location immediately prior to the Corporate
Transaction, except for reasonable required travel for the Successor Corporations 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 the Key Employee under the Plan.
2.11 Key Employee shall mean any person that the Committee designates from time to time as a
Key Employee who is eligible for the payment of a Severance Benefit in accordance with the terms of
the Plan. Each Key Employee shall be notified of his or her eligibility for a Severance Benefit
under the Plan, and the Committee shall retain a current list of all Key Employees. Each Key
Employee shall be provided with a copy of the Plan.
2.12 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.
2.13 Plan shall mean the NeuStar, Inc. 2010 Key Employee Severance Pay Plan.
2.14 Salary shall mean a Key Employees regular annual base salary from the Company based on
the rate of pay in effect on the Termination Date, exclusive of overtime, bonuses, awards, imputed
income and all other incentive compensation, supplemental compensation, and extraordinary payments.
2.15 Severance Benefit shall mean the benefit paid or payable to a Key Employee by the
Company in accordance with Section 3.3 hereof.
2.16 Successor Corporation shall mean a surviving corporation, successor corporation or
parent corporation, as applicable.
2.17 Termination Date shall mean the last official work day through which the Key Employee
is employed by the Company and specifically excludes any period for which a Severance Benefit is
paid; provided, however, that a termination of employment, and the Termination Date, shall not be
deemed to have occurred for purposes of any provision of this Plan providing for the payment of any
amounts or benefits considered nonqualified deferred compensation under Section 409A of the Code
upon or following a termination of employment unless such termination is also a separation from
service within the meaning of Section 409A and, for purposes of any such provision of this Plan,
references to a termination, termination of employment, Termination Date or like terms shall
mean separation from service.
III. BENEFITS
3.1 Eligibility for Benefits. Except as otherwise provided in Section 3.2 hereof and subject
to the Key Employees obligations under Article V, a Key Employee shall be eligible for a Severance
Benefit if he or she is terminated from employment with the Company for any of the following
reasons, after written notice of termination:
(a) Permanent reduction in force;
(b) Job elimination;
(c) Acceptance of a Company-initiated layoff program;
(d) Closure, discontinuance of operations, sale of assets or other corporate event, provided
the Key Employee is not offered comparable employment with the Companys successor or an affiliate
thereof; or
(e) An involuntary termination of employment from the Company without Cause or a termination
of employment from the Company by the Key Employee for Good Reason.
3.2 Loss of Eligibility. A Key Employee will not be eligible for a Severance Benefit if such
Key Employee:
(a) Voluntarily resigns, unless such termination is for Good Reason or pursuant to the terms
of a Company-initiated layoff program that affirmatively solicits such Key Employees resignation;
(b) Ceases to be a Key Employee as a result of disability, normal retirement or death;
(c) Ceases to be a Key Employee as a result of discharge by the Company for Cause;
(d) Has a separation from employment resulting from the Companys sale of the Companys stock
or assets or sale or subcontracting of operations or any other arrangement or corporate
reorganization whereby control of the Company, a parent, subsidiary or a business unit of either is
transferred to another person or group, and the Key Employee has been offered comparable
employment, whether or not the offer is accepted;
(e) Violates a provision of Article V of the Plan or any other covenant or obligation to the
Company or its affiliates under any employment or other agreement in effect between the Company or
an affiliate and the Key Employee, in each case as determined by the Committee in its sole
discretion; or
(f) Is entitled, pursuant to an individual written employment agreement or any other agreement
providing cash benefits, to cash severance in an amount in excess of the Severance Benefit upon the
Key Employees termination of employment.
3.3 Amount of Benefits. Subject to a Key Employees timely execution of a release of all
claims that such Key Employee may have against the Company and an acknowledgment of his or her
obligations under the Plan, substantially in the form annexed hereto as Exhibit A or such other
similar form as may be provided by the Company (a Release) within 21 days following the
Termination Date (or if required by applicable law based on the circumstances of the termination,
within 45 days following the Termination Date) and the expiration of the seven-day right of
revocation with respect to the Release, the Key Employee will be entitled to the benefits as
follows:
(a) For a Key Employee who is the Chief Executive Officer of the Company, the Severance
Benefit shall be equal to 150% of his or her Salary; provided, however, that for a qualifying
termination within two (2) years following a Corporate Transaction, the Severance
Benefit shall be equal to 150% of the sum of his Salary and Bonus; provided, however, that if
the Chief Executive Officer has resigned for Good Reason due to a reduction in annual base salary,
the Salary for purposes of the preceding formula shall be the Salary in effect prior to such
reduction.
(b) For a Key Employee other than the Chief Executive Officer, the Severance Benefit shall be
equal to such Key Employees Salary; provided, however, that for a qualifying termination within
two (2) years following a Corporate Transaction, the Severance Benefit shall be equal to the sum of
Salary and Bonus; provided, however, that if such Key Employee has resigned for Good Reason due to
a reduction in annual base salary, the Salary for purposes of the preceding formula shall be the
Salary in effect prior to such reduction.
(c) Additionally, the Key Employee shall be eligible to receive as additional severance (i) a
pro-rata bonus for the year of termination, based on actual results (ignoring any requirement that
the Key Employee be employed on the payment date) and the number of days worked by the Key Employee
in the year of termination through the Termination Date, payable on the date bonuses are paid to
similarly situated employees in the following calendar year (but no later than two-and-a-half
months after the end of the year of termination), and (ii) provided the Key Employee timely elects
continuation coverage pursuant to Part 6 of Title I of ERISA (COBRA) and pays the full monthly
premiums for such coverage, reimbursement of an amount equal to the full monthly premiums for COBRA
continuation coverage under the Companys medical plan with respect to the maximum level of
coverage in effect for the Key Employee as of the Termination Date, until the earlier of (A) the
expiration of the period when the Severance Benefit under Section 3.3(a) or (b), as applicable, is
payable (without regard to any extension pursuant to Section 3.3(e)) and (B) the date the Key
Employee qualifies for similar coverage under a plan of a subsequent employer.
(d) The benefits provided under this Section 3.3 are the maximum benefits that the Company
will pay under the Plan as a result of a termination of employment or for failure to provide
sufficient notice of termination, taking into account any benefits required to be paid under
applicable law or any other plan, program or arrangement of the Company. To the extent that a
federal, state or local law requires the Company to make a payment to an Employee because of
failure to provide sufficient notice of termination or to the extent that any other plan, program
or arrangement of the Company entitles the Key Employee to the payment of other severance benefits,
the amount of the benefit due under the Plan shall be reduced dollar-for-dollar (but not below
zero) by the benefits required to be paid under such law, plan, program or arrangement (other than
with respect to amounts which constitute nonqualified deferred compensation within the meaning of
Section 409A of the Code). No legal obligation is created by the Plan document to pay benefits
greater than the benefit determined in accordance with the preceding sentence.
(e) Notwithstanding the foregoing, the Committee may, in its sole discretion, by written
notice to the Key Employee, extend the obligations and restrictions of Sections 5.1 and 5.3 for an
additional one (1) year period, in which case the Company shall pay the Severance Benefit under
Section 3.3(a) or (b), as applicable (but not, for the avoidance of doubt, any benefits or amounts
under Section 3.3(c)) at the same rate through its normal payroll practices for an additional one
(1) year period. Such written notice shall be delivered to such Key
Employee prior to the date the Restricted Period as defined in Section 5.1 (without regard to
any extension) would otherwise expire.
3.4 Payment of Benefits.
(a) The Severance Benefit (other than amounts payable pursuant to Section 3.3(c) or (e)) shall
be paid to the Key Employee in substantially equal installments, without interest, over a one-year
period (or, for the Chief Executive Officer, a period of eighteen months) following the Termination
Date, through the Companys normal payroll practices, commencing with the first payroll date after
the Termination Date; provided, however, that any amounts that would otherwise be paid prior to the
60th day following the Termination Date shall instead be paid on the 60th day
following the Termination Date, subject to Section 3.7 hereof. Any amounts payable under Section
3.3(c)(ii) shall be paid on a monthly basis on the first business day of the calendar month next
following the calendar month in which the applicable COBRA premiums were paid by the Key Employee,
provided that any such amounts that would otherwise be paid prior to the 60th day
following the Termination Date shall instead be paid on the 60th day following the
Termination Date, subject to Section 3.7 hereof.
(b) Payment of any Severance Benefit shall be conditional upon (i) the Key Employees having
no outstanding amounts due to the Company, including but not limited to amounts owing on the Key
Employees Company charge account, on the 60th day following the Termination Date, (ii)
the Key Employees timely execution of a Release within 21 days following the Termination Date (or
if required by applicable law based on the circumstances of the termination, within 45 days
following the Termination Date) and the expiration of the seven-day right of revocation with
respect to the Release, and (iii) the Key Employees satisfactory compliance following his or her
Termination Date with the requirements and obligations of Article V and any applicable requirements
and obligations in an employment or other agreement in effect between the Company or an affiliate
and the Key Employee.
3.5 Continuation of Benefits in the Event of Death. In the event a Key Employee dies prior to
receipt of his or her entire Severance Benefit, the remaining portion of such Severance Benefit
shall be paid to the Key Employees spouse, or, if the Key Employee is not married on the date of
death, to the Key Employees estate, subject to satisfaction of all conditions that would had to
have been satisfied to receive such benefit had the Key Employee survived.
3.6 No Duty to Mitigate/Right to Set-off. No Key Employee entitled to receive a Severance
Benefit hereunder shall be required to seek other employment or to reduce any amounts payable to
him or her pursuant to the Plan. Further, subject to Article V, the amount of the Severance
Benefit payable hereunder shall not be reduced by any compensation earned by the Key Employee as a
result of employment by another employer or otherwise. However, the Companys obligations to make
payment of a Severance Benefit and otherwise to perform its obligations hereunder (other than with
respect to amounts that constitute nonqualified deferred compensation within the meaning of Section
409A of the Code) shall be reduced by any amount owed by the Key Employee to the Company.
3.7 Section 409A.
(a) This Plan is intended to comply with the applicable requirements of Section 409A of the
Code and the regulations promulgated thereunder, or an exemption therefrom, and shall be limited,
construed and interpreted in a manner so as to comply therewith. No assurances are made to Key
Employees regarding the tax treatment of any Severance Benefit, and notwithstanding anything
contained in this Plan to the contrary, any tax liability incurred by a Key Employee under Section
409A is solely the responsibility of the Key Employee.
(b) Notwithstanding the foregoing, for any Key Employee who is a specified employee, as
defined in, and pursuant to, Treasury Reg. § 1.409A-1(i) or any successor regulation, on the
Termination Date, no amount payable under Section 3.3 that constitutes nonqualified deferred
compensation within the meaning of Section 409A of the Code shall be paid earlier than the date
which is six months from the Termination Date; provided, however, that such payments may be made
earlier in the event of the Key Employees death. If any payment to a Key Employee is delayed
pursuant to the foregoing sentence, such payment instead shall be made on the first business day
following the expiration of the six-month period referred to in the foregoing sentence or the date
of the Key Employees death, as applicable. Such delayed amount shall be paid in a cash lump sum,
less applicable withholding, and any remaining payments and benefits due under this Plan shall be
paid or provided in accordance with the normal payment dates specified for them herein.
(c) With regard to any provision herein that provides for reimbursement of costs and expenses
or in-kind benefits, except as permitted by Section 409A of the Code, (i) the right to
reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another
benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided
during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind
benefits to be provided, in any other taxable year (provided that the foregoing clause (ii) shall
not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b)
of the Code solely because such expenses are subject to a limit related to the period the
arrangement is in effect) and (iii) such payments shall be made on or before the last day of the
Key Employees taxable year following the taxable year in which the expense occurred.
(d) For purposes of Section 409A, a Key Employees right to receive any installment payments
pursuant to this Plan shall be treated as a right to receive a series of separate and distinct
payments. Whenever a payment under this Plan specifies a payment period with reference to a number
of days (e.g., payment shall be made within thirty (30) days following the date of termination),
the actual date of payment within the specified period shall be within the sole discretion of the
Company.
IV. ADMINISTRATION OF THE PLAN
4.1 Plan Administrator. The Committee shall have responsibility for the operation and
administration of the Plan. The Committee shall have full and final authority to make all
decisions regarding eligibility for benefits, and to interpret and administer the Plan in
accordance with its provisions.
4.2 Administrative Actions. All decisions of the Committee on any question concerning the
selection of Key Employees and the interpretation or administration of the Plan shall be final,
conclusive and binding upon all parties.
4.3 Retention of Professional Assistance. The Committee may employ such legal counsel,
accountants and other persons as it deems advisable in carrying out its work in connection with the
Plan.
4.4 Accounts and Records. The Committee shall maintain such accounts and records regarding
the fiscal and other transactions of the Plan and such other data as may be required to carry out
its functions under the Plan and to comply with all applicable laws.
4.5 Liability. No member of the Committee and no officer, director or employee of the Company
shall be liable for any action or inaction with respect to his or her functions under the Plan
unless such action or inaction is adjudged to be due to gross negligence, willful misconduct or
fraud.
4.6 Indemnification. The Company shall indemnify, to the fullest extent permitted by law, its
officers, any employees involved in carrying out the functions under the Plan, and each member of
the Committee, against any expenses, including amounts paid in settlement of a liability, that are
reasonably incurred in connection with any legal action to which such person is a party by reason
of his or her duties or responsibilities with respect to the Plan, except with regard to matters as
to which he or she shall be adjudged in such action to be liable for gross negligence, willful
misconduct or fraud in the performance of his or her duties.
V. DETRIMENTAL ACTIVITIES
5.1 No Competing Employment. Each Key Employee acknowledges that he or she is employed by the
Company in a capacity that creates a relationship of confidence and trust between the Key Employee
and the Company. During the term of the Key Employees employment with the Company, the Key
Employee has obtained and will obtain confidential information (within the meaning of Section 5.2)
with regard to the Company and its affiliates (collectively, the Company Group) and their
clients, customers and vendors and has obtained and will obtain contacts, training and experience.
The Key Employee acknowledges and agrees that there is a substantial probability that such
confidential information, contacts, training and experience could be used to the substantial
advantage of a competitor of the Company Group and/or to the Company Groups substantial detriment.
Therefore, as consideration for the Key Employees eligibility to receive the Severance Benefit,
and by accepting such Severance Benefit, the Key Employee shall be deemed to agree that prior to 18
months from the Termination Date (or prior to 30 months from the Termination Date if the Committee
has exercised its discretion to extend the Severance Benefit for an additional year as provided in
Section 3.3(e)) (such period, including any extension, is hereinafter referred to as the
Restricted Period), with respect to any state or country in which the Company Group is engaged in
business during the Key Employees employment term, the Key Employee shall not participate or
engage, directly or indirectly, for himself or herself 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 Group or by the Key Employee at any time during the Key
Employees employment term.
Notwithstanding the foregoing, nothing herein shall prohibit a Key Employee from being
employed by, or holding a passive or indirect equity ownership in, any person or entity that has
operations that compete with the Company Group so long as the Key Employee does not personally
participate in, or provide strategic advice to, the operations of such person or entity that
compete with the Company Group.
5.2 Nondisclosure of Confidential Information. By accepting the Severance Benefit, each Key
Employee shall be further deemed to agree not to disclose to any person or entity or use, at any
time (except as may be required by law or legal process), any information not in the public domain
or generally known in the industry, in any form, acquired by the Key Employee while employed by the
Company or any predecessor to the Companys business or, if acquired following the employment term,
such information which, to the Key Employees knowledge, has been acquired, directly or indirectly,
from any person or entity owing a duty of confidentiality to the Company Group (or to which the
Company Group 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 Groups 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 Group. All of such information, in any form, and copies and extracts thereof, are and
shall remain the sole and exclusive property of the Company, and upon termination of his or her
employment with the Company, the Key Employee shall 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 the Key Employee in connection with the performance of his or her duties for the
Company Group, and shall return to the Company all files, correspondence and other communications
received, maintained or originated by the Key Employee during the course of his or her employment.
5.3 No Interference. By accepting the Severance Benefit, a Key Employee shall be deemed to
agree that during the Restricted Period, the Key Employee will not engage in Solicitation, whether
for his or her 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 non-clerical employee or consultant of the Company Group (including, but not limited to, any
independent sales representative or organization) to terminate his or her employment with, or
otherwise cease or reduce his or her relationship with, the Company Group; (ii) hiring or assisting
another person or entity to hire any non-clerical employee or consultant of the Company Group 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 Group) to terminate, suspend, reduce, or diminish in any way its relationship with
or prospective relationship with the
Company Group. The placement of any general classified or help wanted advertisements and/or
general solicitations to the public at large shall not constitute a violation of this Section 5.3
unless the Key Employees name is contained in such advertisements or solicitations.
5.4 No Disparagement. A Key Employee shall not 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. The foregoing shall not be violated by truthful responses to legal process or
governmental inquiry or by a Key Employee in carrying out his or her duties while employed by the
Company. No officer, director or employee of the Company shall be a third party beneficiary of
these provisions.
5.5 Forfeiture and Repayment. Acceptance of the Severance Benefit by a Key Employee indicates
his or her acknowledgement of the binding nature of the obligations under this Article V and the
Key Employees assent thereto. In the event that a Key Employee violates any provision of Section
5.1, 5.2, 5.3 or 5.4 (as determined by the Committee in its sole discretion) or otherwise violates
any other written policy of the Company regarding detrimental activities, including as set forth in
any equity plan of the Company or in any employment or other agreement in effect between the
Company or an affiliate and the Key Employee, the Key Employee shall forfeit any right to receive
or retain the Severance Benefit (whether paid or payable during the period when the Severance
Benefit is payable under Section 3.3(a) or (b) or during any period of extension pursuant to
Section 3.3(e)) and shall be liable to the Company for repayment of the full amount of the
Severance Benefit (to the extent previously paid) in a single lump sum within 10 days of a written
demand therefore by the Company.
5.6 Enforcement; Non-Exclusivity. If any restriction with regard to this Article V is found
by a court of competent jurisdiction to be invalid or unenforceable because it extends for too long
a period of time or over too great a range of activities or in too broad a geographic area, it
shall be interpreted to extend over the maximum period of time, range of activities and/or
geographic area to which it may be enforceable. The rights and remedies of the Company Group that
are provided in this Plan are in addition to any other rights and remedies that the Company Group
may otherwise have, including without limitation any rights the Company may have with respect to
any equity-based or other incentive compensation award granted to a Key Employee or any rights the
Company or an affiliate may have under an employment or other agreement with the Key Employee (it
being understood that acceptance of the Severance Benefit by a Key Employee shall cause such Key
Employee to be subject to the covenants and restrictions set forth in this Article V as well as to
any covenants and restrictions set forth in any such award or agreement).
VI. AMENDMENT AND TERMINATION
6.1 Amendment and Termination. The Company reserves the right, in its sole and absolute
discretion, to amend or terminate, in whole or in part, after 90 days notice to the Key Employees
(or the Key Employees written waiver thereof), any or all of the provisions of the Plan by action
of its Board of Directors at any time, provided that any amendment or any Plan termination after
the Effective Date shall not adversely affect the Severance Benefit to which any Key Employee is
entitled on such Key Employees Termination Date if such date occurred prior
to the date of the amendment or termination of the Plan, and provided further that no
amendment or termination that has the effect of reducing or diminishing the right of any Key
Employee shall be effective for a period of one year following a Corporate Transaction if such
amendment was adopted (i) on or after the Corporate Transaction or (ii) within 90 days before the
Corporate Transaction, unless the Key Employee consents in writing to an earlier effective date.
Any such Plan amendment or any Plan termination shall be by written instrument adopted by the Board
of Directors and executed by a duly authorized member of the Committee.
VII. PARTICIPATING EMPLOYERS AND SUCCESSORS
7.1 Successors. The Company may require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business
or assets of the Company, expressly and unconditionally to assume and agree to perform the
Companys obligations under the Plan, in the same manner and to the same extent that the Company
would be required to perform if no such succession or assignment had taken place. In such event,
the term Company, as used in the Plan, shall mean the Company as hereinbefore defined and any
successor or assignee to the business or assets.
7.2 Participating Employers. Upon consent of the Committee, any affiliate of the Company may
adopt the Plan on behalf of its Key Employees by action of its board of directors or such other
governing authority, in which case reference to employment by the Company shall be deemed to refer
to employment by the affiliate, as appropriate.
VIII. MISCELLANEOUS
8.1 Rights to Terminate. Nothing herein contained shall be held or construed to create any
liability or obligation upon the Company to retain any employee in its service or to create any
limitation on the Companys right to discharge any employee for any reason. All employees shall
remain subject to discharge at any time for any reason and (i) Key Employees whose employment is
terminated for Cause, (ii) Key Employees whose employment terminates in accordance with Section 3.2
hereof and (iii) Key Employees who fail to satisfy the obligations of Article V (including any
obligations under an applicable employment or other agreement), shall not be entitled to benefits
under the Plan.
8.2 Headings. The headings of the Plan are inserted for convenience of reference only and
shall have no effect upon the meaning of the provisions hereof.
8.3 Use of Words. Whenever used in this instrument, a masculine pronoun shall be deemed to
include the masculine and feminine gender, and a singular word shall be deemed to include the
singular and plural, in all cases where the context so requires.
8.4 Controlling Law. To the extent not governed by ERISA, the Plan shall be governed by the
laws of the State of Delaware (without reference to rules relating to conflicts of law).
8.5 Withholding. The Company shall have the right to make such provisions as it deems
necessary or appropriate to satisfy any obligations it reasonably believes it may have to withhold
federal, state or local income or other taxes incurred by reason of payments pursuant to
the Plan. In lieu thereof, the Company shall have the right to withhold the amount of such
taxes from any other sums due or to become due from the Company to the Key Employee upon such terms
and conditions as the Committee may prescribe.
8.6 Benefits Payable from General Assets. Benefits payable hereunder shall be paid
exclusively from the general assets of the Company, to the extent available, and no person entitled
to payment hereunder shall have any claim, right, security interest, or other interest in any fund,
trust account, insurance contracts or other asset of the Company which may be looked to for such
payment.
8.7 Severability. Should any provisions of the Plan be deemed or held to be unlawful or
invalid for any reason, such fact shall not adversely affect the enforceability of the other
provisions of the Plan unless such determination shall render impossible or impracticable the
functioning of the Plan, and in such case, an appropriate provision or provisions shall be
substituted so that the Plan may continue to function properly while giving the greatest effect
permitted to the intent of the Plan as written.
8.8 Assignment and Alienation. The benefits payable under the Plan shall not be subject to
alienation, transfer, assignment, garnishment, execution or levy of any kind, and any attempt to
cause any benefits to be so subjected shall not be recognized.
8.9 Release. No Severance Benefit will be due or be paid or made available hereunder unless
(a) the Key Employee first executes a Release, and (b) any right of revocation described in such
Release has expired.
IX. CLAIMS PROCEDURE
9.1 Labor Regulations. The claims procedures set forth in this Article IX are intended to
comply with U.S. Department of Labor Reg. § 2560.503-1 and should be construed in accordance with
such regulation. In no event shall this Article IX be interpreted as expanding the rights of
Claimants (as defined in Section 9.2) beyond what is required by U.S. Department of Labor §
2560.503-1, and this Article IX shall not apply to the extent not required thereunder or otherwise
under applicable law.
9.2 Written Claims. Any claim by a Key Employee or beneficiary (Claimant) with respect to
eligibility, participation, contributions, benefits or other aspects of the operation of the Plan
shall be made in writing to the Committee. The Committee shall provide the Claimant with the
necessary forms and make all determinations as to the right of any person to a disputed benefit.
If a Claimant is denied benefits under the Plan, the Committee or its designee shall notify the
Claimant in writing of the denial of the claim within 90 days (such period may be extended to 180
days) after the Plan receives the claim, provided that in the event of special circumstances such
period may be extended.
9.3 Extensions. If the initial 90-day period is extended, the Committee or its designee
shall, within 90 days of receipt of the claim, notify the Claimant in writing of such extension.
The written notice of extension will indicate the special circumstances requiring the extension of
time and provide the date by which the Committee expects to make a determination with respect to
the claim. If the extension is required due to the Claimants failure to submit
information necessary to decide the claim, the period for making the determination will be
tolled from the date on which the extension notice is sent to the Claimant until the earlier of (i)
the date on which the Claimant responds to the Plans request for information or (ii) expiration of
the 45-day period commencing on the date that the Claimant is notified that the requested
additional information must be provided. If notice of the denial of a claim is not furnished
within the required time period described herein, the claim shall be deemed denied as of the last
day of such period.
9.4 Notice Requirements. If the claim is wholly or partially denied, the notice to the
Claimant shall set forth (collectively, the Notice Requirements):
(a) the specific reason or reasons for the denial;
(b) specific reference to pertinent Plan provisions upon which the denial is based;
(c) a description of any additional material or information necessary for the Claimant to
perfect the claim and an explanation of why such material or information is necessary;
(d) appropriate information as to the steps to be taken and the applicable time limits if the
Claimant wishes to submit the adverse determination for review; and
(e) a statement of the Claimants right to bring a civil action under Section 502(a) of ERISA
following an adverse determination on review.
9.5 Review of Denial. If the claim has been denied, the Claimant may submit the claim for
review. Any request for review of a claim must be made in writing to the Committee no later than
60 days after the Claimant receives notification of denial or, if no notification was provided, the
date the claim is deemed denied. The claim will then be reviewed by the Committee. The Claimant
or his duly authorized representative may:
(a) upon request and free of charge, be provided with access to, and copies of, relevant
documents, records, and other information relevant to the Claimants claim; and
(b) submit written comments, documents, records, and other information relating to the claim.
The review of the claim determination shall take into account all comments, documents, records, and
other information submitted by the Claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial claim determination.
9.6 Committee Decision. The decision of the Committee shall be made within 60 days (such
period may be extended to 120 days) after receipt of the Claimants request for review, unless
special circumstances require an extension.
9.7 Notice of Extension. If the initial 60-day period is extended, the Committee or its
designee shall, within 60 days of receipt of the claim, notify the Claimant in writing of such
extension. The written notice of extension will indicate the special circumstances requiring the
extension of time and provide the date by which the Committee expects to make a determination
with respect to the claim. If the extension is required due to the Claimants failure to submit
information necessary to decide the claim, the period for making the determination will be tolled
from the date on which the extension notice is sent to the Claimant until the earlier of (i) the
date on which the Claimant responds to the Plans request for information or (ii) expiration of the
45-day period commencing on the date that the Claimant is notified that the requested additional
information must be provided. If notice of the denial of a claim is not furnished within the
required time period described herein, the claim shall be deemed denied as of the last day of such
period.
9.8 Special Circumstances. If an extension of time is required, the Claimant shall be
notified in writing of such extension. The written notice of extension will indicate the special
circumstances requiring the extension of time and the date by which the Committee expects to make a
determination with respect to the claim. If the extension is required due to the Claimants
failure to submit information necessary to decide the claim on review, the period for making the
determination will be tolled from the date on which the extension notice is sent to the Claimant
until the earlier of (i) the date on which the Claimant responds to the Plans request for
information or (ii) expiration of the 45-day period commencing on the date that the Claimant is
notified that the requested additional information must be provided. In any event, a decision
shall be rendered not later than 120 days after receipt of the request for review. If notice of
the decision upon review is not furnished within the required time period described herein, the
claim on review shall be deemed denied as of the last day of such period.
9.9 Access to Information. The Committees decision on the Claimants claim for review will
be communicated to the Claimant in writing. If the claim on review is denied, the notice to the
Claimant shall provide a statement that the Claimant is entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records and other information
relevant to the claim, and shall also set forth the Notice Requirements (other than Section 9.4(d)
thereof)).
9.10 Exhaustion of Remedies. A Claimant must exhaust all administrative remedies under this
Article IX prior to commencing any action in Federal court.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed on the 24th day
of June 2010.
NEUSTAR, INC. |
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By: | /s/ Joel Friedman | ||||
Name: Joel Friedman | |||||
Title: Chair, Compensation Committee |
EXHIBIT A
RELEASE OF ALL CLAIMS AND ACKNOWLEDGMENT OF OBLIGATIONS
This Release of All Claims and Acknowledgment of Obligations (this Release) is entered into
by and between , on behalf of the persons and entities referred to in the
definition of Employee as it appears in Section 3 below, and NeuStar, Inc. (the Company), on
behalf of the persons and entities referred to in the definition of Released Parties, as it
appears in Section 3 below.
In consideration of the mutual promises set forth in the NeuStar, Inc. 2010 Key Employee
Severance Pay Plan, which Plan is incorporated herein by reference and made a part hereof as though
fully set forth herein (the Plan), as well as any promises set forth in this Release, Employee
and the Company agree as follows:
(1) Severance Pay Plan Entitlements. The Company will provide Employee the
post-termination severance benefit to which Employee is entitled under the Plan as provided
therein.
(2) Return of Property. All Company files, documents, software, access keys, desk
keys, ID badges and credit cards, electronic, wireless and computer devices and any other property
of the Company in Employees possession must be returned as soon as practicable but in no event
later than the date this Release is duly executed and returned to the Company.
(3) Release and Waiver of Claims. In consideration of the post-termination severance
benefit described in Section 1 above, which benefit is in addition to what Employee would have been
entitled to receive in the absence of this Release, Employee, on behalf of himself or herself, and
Employees family, heirs, executors, administrators, legal representatives, beneficiaries and
assigns (collectively referred to in this Release as Employee) hereby irrevocably,
unconditionally and forever releases, acquits and discharges the Company, its affiliates, and their
respective past and present officers, directors, shareholders, partners, members, managers,
attorneys, representatives, agents and employees, and each of their respective predecessors,
successors and assigns (collectively, the Released Parties), from any and all debts, obligations,
losses, costs, promises, covenants, agreements, contracts, endorsements, bonds, controversies,
suits, actions, causes of action, rights, obligations, liabilities, judgments, damages, expenses,
claims, counterclaims, cross-claims or demands, in law or equity, asserted or unasserted, express
or implied, foreseen or unforeseen, known or unknown, suspected or unsuspected, liquidated or
unliquidated, of any kind or nature or description whatsoever, that Employee had, may have had, now
has, or may hereafter claim to have against any of the Released Parties relating to any event
occurring or any act done or omitted to be done, from the beginning of time to the date Employee
signs this Agreement, including but not limited to any and all actions, liabilities or other claims
for relief or remuneration arising out of, or in any way connected with, Employees employment by
and/or termination of employment from the Company, and any and all claims of every kind arising
under any federal, state or local statutory or common law, including but not limited to Title VII
of the Civil Rights Act of 1964, the Virginia Human Rights Act, the federal Family and Medical
Leave Act of 1993, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the
Age Discrimination in Employment Act of 1967 (ADEA), the
Fair Labor Standards Act of 1938, state or federal whistleblower statutes, the Immigration
Reform and Control Act, the Occupational Health and Safety Act, the Consumer Credit Protection Act,
and any other federal, state or local statutes, and any action arising in tort or contract, except
that this Release does not apply to any claim by Employee to enforce rights under this Release, and
Employee does not waive claims for vested ERISA benefits and medical insurance claims against
carriers on policies in effect. Nothing in this Release shall be construed to prevent Employee
from filing a charge with, or participating in an investigation conducted by, the U.S. Equal
Employment Opportunity Commission or applicable state agency, to the extent required or permitted
by law, or to prevent any challenge by Employee to the waiver and release of any claim under the
ADEA, albeit that Employee understands and agrees that Employee shall not be entitled to seek
monetary compensation from the filing and/or participation in any such charge. Notwithstanding the
foregoing, Employee shall not be deemed to have released (i) claims arising under this Release, and
(ii) claims arising after the effective date of this Release.
(4) Consideration Period. Employee acknowledges and agrees that Employee has been
given a period of at least [___] days to consider this Release. Employee has executed this Release
(including the waiver of rights and claims under the ADEA) voluntarily and with full knowledge of
all relevant information. Employee has been advised by the Company to consult with an attorney of
Employees choosing prior to entering into this Release. To the extent Employee has executed this
Release prior to the expiration of the consideration period noted above, Employee hereby waives his
or her right to the balance of such period and acknowledges that the waiver of such period is
knowing and voluntary and has not been induced by the Company through fraud, misrepresentation, or
a threat to withdraw or alter the offer embodied in the Plan.
(5) Revocation. Employee acknowledges and agrees that he or she has a period of seven
(7) days following execution of this Release in which to revoke this Release by delivering written
notice to the Company. Such revocation must be in the form of a letter personally delivered to the
General Counsel of the Company or mailed to the General Counsel at the address set forth in Section
10 below and postmarked within seven calendar days of Employees execution of this Release. This
Release shall not become effective or enforceable until the later of Employees termination date or
the expiration of the seven-day revocation period. Employee understands and agrees that should
Employee choose to revoke this Release, he or she will not receive the severance benefit described
in Section 1 above.
(6) Proceedings. Employee agrees that other than pursuant to a valid subpoena or
court order commanding Employees attendance or testimony, or other than in accordance with legal
requirements to cooperate with an investigation by state or federal authorities, Employee will not
cooperate in the pursuit of any claim by other persons against any of the Released Parties (a
Proceeding), except that nothing herein shall prevent Employee from cooperating with any
investigation or inquiry conducted by the Equal Employment Opportunity Commission regarding any
employment practice or policy of the Company.
(7) Remedies. In the event Employee initiates or voluntarily participates in any
action, claim or Proceeding against any of the Released Parties, or if Employee fails to abide by
any of the terms of this Release or any covenants or conditions relating to the payment of a
severance benefit under the Plan, or if Employee revokes the Release within the seven-day
period provided under Section 5, the Company may, in addition to any other remedies it may
have, reclaim any amounts paid to Employee under the Plan or terminate any benefits that are
subsequently due under the Plan, without waiving the Release granted herein. Employee acknowledges
and agrees that the remedy at law available to the Company for breach of any of Employees
obligations under Sections 3, 6, and 11 of this Release would be inadequate and that damages
flowing from such a breach may not readily be susceptible to being measured in monetary terms.
Accordingly, Employee acknowledges, consents and agrees that, in addition to any other rights or
remedies that the Company may have at law, in equity or under this Release, upon adequate proof of
Employees violation of any such provision of this Release, the Company shall be entitled to
immediate injunctive relief and may obtain a temporary order restraining any threatened or further
breach, without the necessity of proof of actual damage. Employee understands that by entering
into this Release Employee will be limiting the availability of certain remedies that Employee may
have against the Company and limiting also Employees ability to pursue certain claims against the
Company.
(8) Severability Clause. In the event any provision or part of this Release is found
to be invalid or unenforceable, only that particular provision or part so found, and not the entire
Release, will be inoperative.
(9) Non-Admission. Nothing contained in this Release will be deemed or construed as
an admission of wrongdoing or liability on the part of the Company or any other Released Party.
(10) Governing Law. This Release shall be governed by and construed in accordance
with federal law and the laws of the State of Delaware applicable to releases made and to be
performed in that State, and the parties agree to appear in any federal or State action upon
service of process by certified mail, return receipt requested, at the following addresses (as may
be updated in writing by the parties):
To Company: NeuStar, Inc.
Attention: General Counsel
and
To Employee: At the last address on the records of the Company
(11) Acknowledgment of Obligations. Employee acknowledges that he or she is bound by
the terms and conditions of the Plan, including, without limitation, the obligations set forth
under Article V thereof. Employee further acknowledges that he or she has complied in all material
respects with such obligations, and that he or she intends to continue to so comply for the
duration of the applicable periods set forth in such Article V. In addition, Employee specifically
acknowledges that he or she has previously returned to the Company all items required to be so
returned pursuant to Section 5.2 of the Plan.
EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ THIS RELEASE AND THAT EMPLOYEE FULLY KNOWS,
UNDERSTANDS, AND APPRECIATES ITS CONTENTS, AND THAT EMPLOYEE HEREBY EXECUTES THE SAME AND MAKES
THIS RELEASE AND RELEASES PROVIDED FOR HEREIN VOLUNTARILY AND OF EMPLOYEES OWN FREE WILL.
Employee has not relied upon any inducements, promises or representations made by anyone except as
expressly set forth herein. Employee is entering into this Release without any threats, coercion
or duress, whether economic or otherwise, having been made to him or her, and Employee intends to
be bound by the terms of this Release.
IN WITNESS WHEREOF, the parties have executed this RELEASE on the date(s) set forth below.
NEUSTAR, INC. |
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