X0206 3 2016-06-16 0 0001265888 NEUSTAR INC NSR 0001678256 Foster Brian 21575 RIDGETOP CIRCLE STERLING CA 20166 0 1 0 0 SVP, Information Services Class A Common Stock 12159 D Restricted Stock Units 0.00 Class A Common Stock 4755 D Restricted Stock Units 0.00 Class A Common Stock 18492 D Restricted Stock Units 0.00 Class A Common Stock 8420 D One-third of the restricted stock units vest on each of June 22, 2016, 2017 and 2018. Upon the Reporting Person's Termination (as defined in the NeuStar, Inc. Amended & Restated 2009 Stock Incentive Plan (the "Plan")), including by death or Disability (as defined in the Plan), other than by the Issuer for Cause (as defined in the Plan) or by the Reporting Person without Good Reason (as defined in the Restricted Stock Unit Agreement), any unvested restricted stock units that would have vested during the 12 month period following such separation from the Issuer shall immediately vest, and the remainder of any unvested restricted stock units shall immediately be forfeited without compensation. One-fourth of the restricted stock units vest on each of December 22, 2015, June 28, 2016, December 28, 2016, and June 28, 2017. One-third of the restricted stock units vest on each of March 1, 2017, 2018 and 2019. Following a Change in Control (as defined in the Plan) following which any portion of the Reporting Person's RSUs remains unvested, upon the Reporting Person's Termination (i) by reason of the Reporting Person's death or Disability, (ii) by the Company without Cause, (iii) by the Reporting Person with Good Reason, in each case, within two (2) years after such Change in Control, the Reporting Person's RSUs shall immediately vest in full upon such Termination. Upon the Reporting Person's Termination (as defined in the NeuStar, Inc. 2009 Stock Incentive Plan (the "Plan")), including by death or Disability (as defined in the Plan), by the Issuer without Cause (as defined in the Plan), any unvested restricted stock units that would have vested during the 12 month period following such separation from the Issuer shall immediately vest, and the remainder of any unvested restricted stock units shall immediately be forfeited without compensation. 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. /s/ Paul S. Lalljie, by power of attorney 2016-06-27