Summary of NEUSTAR INC - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On February 23, 2009, the independent members of the Board of Directors, acting on a recommendation from the Compensation Committee: (1) approved a 2008 cash incentive award for Jeffrey Ganek, the Company's Chairman and Chief Executive Officer, under the Company's Annual Performance Incentive Plan (the "Performance Plan"); and (2) established a 2009 base salary for Mr. Ganek. Also on February 23, the Compensation Committee: (1) approved 2008 cash incentive awards for the Company's executive officers other than Mr. Ganek under the Performance Plan; (2) approved additional 2008 bonus awards for certain executive officers; (3) established 2009 base salaries for executive officers; and (4) approved performance share unit grants and stock option grants for executive officers, including Mr. Ganek, under the Company's 2005 Stock Incentive Plan (the "Stock Plan"). Finally, the Board of Directors, acting on a recommendation from the Compensation Committee, approved a new bonus plan for executives. The plan, titled the 2009 Performance Achievement Reward Plan, is intended to comply with
Section 162(m) of the Internal Revenue Code of 1986, as amended, and preserve the deductibility of awards to top executives. Under the plan, the Compensation Committee will select participants, designate performance goals and targets, and determine individual awards (which may be paid in cash or stock) for each performance period. Awards under the plan may not exceed $2 million per executive per year, and the Compensation Committee will have discretion to reduce, but not increase, awards as set forth in the plan. A copy of the plan is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The plan is effective for calendar years beginning on or after January 1, 2009, subject to approval by the stockholders of the Company. 2008 Cash Incentive Awards
The following table sets forth the cash incentive amounts awarded to the Company's named executive officers (the "Named Executive Officers") and to Lisa Hook, the Company's President and Chief Operating Officer, and Paul Lalljie, the Company's Senior Vice President and Interim Chief Financial Officer, under the Performance Plan for 2008.

       Name                                       2008 Cash Incentive Award
       Jeffrey Ganek                               $              322,349
       Chairman and Chief Executive Officer

       Lisa Hook                                   $              305,588
       President and Chief Operating Officer

       Paul Lalljie                                $               69,878
       SVP and Interim Chief Financial Officer

       Martin Lowen                                $              117,000
       SVP, General Counsel and Secretary
       Jeffrey Babka                               $              127,500
       Former SVP and Chief Financial Officer

2008 Bonus Award
Mr. Lalljie was awarded an additional cash bonus of $15,000 for 2008.

2009 Base Salaries
   The following table sets forth base salaries for the continuing Named
Executive Officers, Ms. Hook and Mr. Lalljie, effective January 1, 2009 (with
the exception of Mr. Lowen, whose salary change is effective February 28, 2009).

             Name                                       2009 Salary
             Jeffrey Ganek                             $     560,606
             Chairman and Chief Executive Officer

             Lisa Hook                                 $     435,000
             President and Chief Operating Officer

             Paul Lalljie                              $     300,000
             SVP and Interim Chief Financial Officer

             Martin Lowen                              $     265,000
             SVP, General Counsel and Secretary

Equity Grants
   The following table sets forth the performance share units and stock options
granted to the continuing Named Executive Officers, Ms. Hook and Mr. Lalljie
under the Stock Plan.

                                                 Performance       Nonqualified
      Name                                       Share Units      Stock Options
      Jeffrey Ganek                                    92,400            202,400
      Chairman and Chief Executive Officer

      Lisa Hook                                        41,000             89,800
      President and Chief Operating Officer

      Paul Lalljie                                          -                  -
      SVP and Interim Chief Financial Officer

      Martin Lowen                                     16,800             36,700
      SVP, General Counsel and Secretary

The grants of performance share units described above were made pursuant to the terms of a Performance Award Agreement, which sets forth the terms and conditions of performance share units granted under the Stock Plan to executive officers. The performance share units will vest on January 1, 2012 and convert into shares of Class A Common Stock based on, and subject to, the achievement of certain revenue and earnings before interest income, interest expense, income taxes, depreciation and amortization (EBITDA) goals established by the Compensation Committee and set forth in the Performance Award Agreement. A form of the Performance Award Agreement is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The grants of nonqualified stock options described above were made pursuant to the terms of a Nonqualified Stock Option Agreement, which sets forth the terms and conditions of stock options granted under the Stock Plan to executive officers. Twenty-five percent of the options will vest and become exercisable on February 23, 2010; the remaining options will vest in 36 monthly installments thereafter. A form of the Nonqualified Stock Option Agreement is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.