Neustar Outside Director Compensation Program Effective July 1, 2011
This agreement outlines Neustar's compensation program for its outside (non-management) directors, effective July 1, 2011. Directors receive annual cash retainers for board and committee service, with additional amounts for committee chairs and the non-executive chair. Compensation is paid quarterly. Non-management directors also receive annual grants of restricted stock units (RSUs), which vest after one year or before the next annual meeting. The program specifies the amounts and timing of these payments and grants.
Exhibit 10.22
Outside Director Compensation
Program effective July 1, 2011
Annual Board retainer of $60,000
Non-Executive Chair retainer of $75,000
Committee member retainers:
| • | Audit Committee — $10,000 |
| • | Compensation Committee — $10,000 |
| • | Nominating & Corporate Governance Committee — $7,500 |
| • | Neutrality Committee — $5,000 |
Incremental Committee chair retainers:
| • | Audit Committee — $12,500 |
| • | Compensation Committee — $12,500 |
| • | Nominating & Corporate Governance Committee — $7,500 |
| • | Neutrality Committee — $5,000 |
All amounts will be paid to directors in arrears quarterly
Annual restricted stock unit grant:
| • | Number of RSUs equal to $170,000 divided by the closing price of Neustar stock on the date of grant |
| • | Granted to all non-management directors on the first business day of the calendar month following the election of directors at the annual meeting of stockholders |
| • | RSUs vest in full on the earlier of (i) the first anniversary of the date of grant, or (ii) the day preceding the next year’s annual meeting of stockholders |
