exv10w2






Exhibit 10.2




Grant No.                     




	 	 	 
	 

	 	o     Participant’s Copy
	 
	 	 
	 

	 	o     Company’s Copy






Arbitron Inc.

2008 Equity Compensation Plan

Director Deferred Stock Unit Agreement




     To                     :



     Arbitron Inc. (the “Company”) has granted you (the “Grant”) deferred stock units (“DSUs”) as
set forth on Exhibit A to this Agreement (the “DSUs”) under its 2008 Equity Compensation Plan (the
“Plan”).



     The Grant is subject in all respects to the applicable provisions of the Plan. This Agreement
does not cover all of the rules that apply to the Grant under the Plan, and the Plan defines any
capitalized terms in this Agreement that this Agreement does not define.



     In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:



	 	 	 
	Vesting Schedule

	 	The Grant is fully nonforfeitable (“Vested”) on the Grant Date.
	 
	 	 
	Distribution Dates

	 	You will receive a distribution of shares (the “Shares”) of Company common stock (“Common Stock”) equivalent
to your DSUs as soon as practicable following the date or dates indicated on Exhibit A, the “Distribution
Date(s),” subject to any overriding provisions in the Plan.
	 
	 	 
	Limited Status

	 	You understand and agree that the Company will not consider you a shareholder for any purpose with respect
to the Shares, unless and until the Shares have been issued to you on the Distribution Date(s). You will,
however, receive dividend equivalents (“Dividend Equivalent Rights”) with respect to the DSUs, measured
using the Shares they represent, with the amounts convertible into full or fractional additional DSUs based
on dividing the dividends by the Fair Market Value (as defined in the Plan) as of the date of dividend
distribution and holding the resulting additional DSUs for distribution as provided for the other DSUs.
	 
	 	 
	Voting

	 	DSUs cannot be voted. You may not vote the Shares unless and until the Shares are distributed to you.
	 
	 	 
	Transfer
Restrictions

	 	You may not sell, assign, pledge, encumber, or otherwise transfer any
interest (“Transfer”) in the Shares until the Shares are distributed to you.
Any attempted Transfer that precedes the Distribution Date for such Shares is invalid.
	 
	 	 
	Additional
Conditions

	 	The Company may postpone issuing and delivering any Shares for so
long as the Company determines to be advisable to satisfy the following:
	to Receipt
	 	 







its completing or amending any securities registration or qualification of the Shares or its or your
satisfying any exemption from registration under any Federal or state law, rule, or regulation;




its receiving proof it considers satisfactory that a person or entity seeking to receive the Shares
after your death is entitled to do so;



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your complying with any requests for representations under the Grant and the Plan; and




its or your complying with any federal, state, or local tax withholding obligations.



	 	 	 
	Taxes and
Withholding

	 	The DSUs provide tax deferral, meaning that they are not taxable to you
until you actually receive Shares on or around each Distribution Date. You will then owe taxes at ordinary
income tax rates as of each Distribution Date at the Shares’ value.
	 
	 	 
	 

	 	If you become employed by the Company before a Distribution Date, the
Company will be required to withhold (in cash from salary or other amounts
owed you) the applicable percentage of the value of the Shares on the
Distribution Date. If the Company does not choose to do so, you agree to
arrange for payment of the withholding taxes and/or confirm that the Company
is arranging for appropriate withholding.
	 
	 	 
	Additional
Representations
from You

	 	If you receive Shares at a time when the Company does not have a
current registration statement (generally on Form S-8) under the Act that
covers issuances of Shares to you, you must comply with the following before the Company
will release the Shares to you. You must:







represent to the Company, in a manner satisfactory to the Company’s counsel, that
you are acquiring the Shares for your own account and not with a view to reselling or
distributing the Shares; and




agree that you will not sell, transfer, or otherwise dispose of the Shares unless:




a registration statement under the Act is effective at the time of
disposition with respect to the Shares you propose to sell, transfer, or otherwise
dispose of; or




the Company has received an opinion of counsel or other information and
representations it considers satisfactory to the effect that, because of Rule 144 under
the Act or otherwise, no registration under the Act is required.



	 	 	 
	Additional
Restriction

	 	You will not receive the Shares if issuing the Shares would violate any
applicable federal or state securities laws or other laws or regulations.
	 
	 	 
	No Effect on
Service
Providing
Relationship

	 	Nothing in this Agreement restricts the Company’s rights or those of any
of its affiliates to terminate your service on the Company’s Board of
Directors or other relationship at any time, with or without cause. The
termination of your relationship, whether by the Company or any of its affiliates or
otherwise, and regardless of the reason for such termination, has the consequences
provided for under the Plan.
	 
	 	 
	No Effect on
Running Business

	 	You understand and agree that the existence of the DSU will not affect in
any way the right or power of the Company or its stockholders to make or authorize any
adjustments, recapitalizations, reorganizations, or other changes in the Company’s
capital structure or its business, or any merger or consolidation of the Company, or any
issuance of bonds, debentures, preferred or other stock, with preference ahead of or
convertible into, or otherwise affecting the Company’s common stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or proceeding, whether
or not of a similar character to those described above.






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	Section 409A

	 	This Agreement is intended to comply with the requirements of Section 409A of the
Internal Revenue Code and must be construed consistently with that section.
Notwithstanding anything in the Plan or this Agreement to the contrary, if (x) you are a
“specified employee” within the meaning of Section 409A at the time of your separation
from service (as determined by the Company, by which determination you agree you are
bound) and (y) the payment under the DSUs will result in the imposition of additional tax
under Section 409A if paid to you within the six month period following your separation
from service, then the payment under such accelerated DSUs will not be made until the
earlier of (i) the date six months and one day following the date of your separation from
service or (ii) the 10th day after your date of death, and will be paid within
10 days thereafter. Neither the Company nor you shall have the right to accelerate or
defer the delivery of any such payments or benefits except to the extent specifically
permitted or required by Section 409A. In any event, the Company makes no
representations or warranty and shall have no liability to you or any other person, if
any provisions of or payments under this Agreement are determined to constitute deferred
compensation subject to Code Section 409A but not to satisfy the conditions of that
section.
	 
	 	 
	Unsecured
Creditor

	 	This Agreement creates a contractual obligation on the part of the
Company to make payment under the DSUs credited to your account at the time provided for
in this Agreement. Neither you nor any other party claiming an interest in deferred
compensation hereunder shall have any interest whatsoever in any specific assets of the
Company. Your right to receive payments hereunder is that of an unsecured general
creditor of Company.
	 
	 	 
	Governing Law

	 	The laws of the State of Delaware will govern all matters relating to this Agreement,
without regard to the principles of conflict of laws.
	 
	 	 
	Notices

	 	Any notice you give to the Company must follow the procedures then in effect. If no
other procedures apply, you must send your notice in writing by hand or by mail to the
office of the Company’s Secretary. If mailed, you should address it to the Company’s
Secretary at the Company’s then corporate headquarters, unless the Company directs
participants to send notices to another corporate department or to a third party
administrator or specifies another method of transmitting notice. The Company and the
Administrator will address any notices to you at your office or home address as reflected
on the Company’s business records. You and the Company may change the address for notice
by like notice to the other, and the Company can also change the address for notice by
general announcements to participants.
	 
	 	 
	Plan Governs

	 	Wherever a conflict may arise between the terms of this Agreement and the terms of the
Plan, the terms of the Plan will control.






	 	 	 	 	 	 	 
	 	 	          Arbitron Inc.	 	 
	 
	 	 	 	 	 	 
	Date:                    

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 






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ACKNOWLEDGMENT




     I acknowledge I received a copy of the Plan. I represent that I have read and am familiar
with the Plan’s terms. I accept the Grant subject to all of the terms and provisions of this
Agreement and of the Plan under which the Grant is made, as the Plan may be amended in accordance
with its terms. I agree to accept as binding, conclusive, and final all decisions or
interpretations of the Administrator concerning any questions arising under the Plan with respect
to the Grant.



	 	 	 	 	 	 	 
	Date:                                        
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 






     No one may sell, transfer, or distribute the securities covered by the Grant without an
effective registration statement relating thereto or an opinion of counsel satisfactory to the
Company or other information and representations satisfactory to the Company that such registration
is not required.



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Grant No.                     




Arbitron Inc.

2008 Equity Compensation Plan

Deferred Stock Unit




Exhibit A




Recipient Information:




	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Signature: X

	 	 

	 	 






Grant Information:




	 	 	 
	DSUs:                                        

	 	Date of Grant:               
                     
                     
                        






	 	 	 	 	 
	Distribution Dates	 	Your Distribution Dates will be determined by your
deferral election in effect before the Date of Grant.
	 
	 	 	 	 
	 	 	The Distribution Dates will be
	 
	 	 	 	 
	 

	 	___
	 	a date within 30 days after
the end of the calendar
quarter in which I cease to
serve as a director of the
Company, at which point I
will receive all Shares
covered by the DSUs or
	 
	 	 	 	 
	 

	 	___
	 	January 1 of each of the ___
years following the year in
which I cease to serve as a
director of the Company, at
which dates I will receive
the portion of the Shares
covered by the DSUs as
represents the result of
dividing all of the Shares by
the number of years for which
I will receive Shares and
carrying any fractional
Shares forward until they add
to a whole Share, with any
fractional share remaining in
the final year being cashed
out.
	 
	 	 	 	 
	 	 	If a Change in Control Event (as defined in the Plan) occurs before
the final or sole Distribution Date and the Change in Control Event
also would be an event described in Treas. Reg. Section
1.409A-3(i)(5), full payment will be made in connection with the
closing of the Change in Control Event. A Change in Control Event
that does not comport with that regulation will not affect the
payment timing. The payment will be in cash (unless the Board
determines otherwise) equal to the value per share of the
consideration received in the Change in Control Event multiplied by
the number of DSUs, at which point the DSUs will expire without
further obligation to you. The Board will have the authority to
value any consideration received in the Change in Control Event to
the extent neither cash nor readily marketable securities.







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