exv10w18



 






Exhibit 10.18




AMENDED AND RESTATED

ARBITRON INC. DIRECTOR DEFERRED COMPENSATION PROCEDURES




ARTICLE 1

ESTABLISHMENT




          Pursuant to the Arbitron Inc. 1999 Stock Incentive Plan (the “Stock Incentive Plan”), the
Compensation Committee (the “Committee”) sets forth in this document the amended and restated
policies and procedures for the award of deferred stock units to Directors in lieu of the payment
of Retainer Fees or Meeting Fees otherwise payable to the Directors. This document shall be
referred to as the Amended and Restated Arbitron Inc. Director Deferred Compensation Procedures
(the “Procedures”). The Procedures are hereby restated and ratified as of January 1, 2005.




ARTICLE 2

PARTICIPATION




          2.1. Participation




          A Director may elect to receive deferred stock units in lieu of Retainer Fees or Meeting Fees
payable with respect to an upcoming calendar year. Elections may only be made to receive 0%, 50%
or 100% of the Fees to be earned in the upcoming year. The election must be made in writing during
the enrollment period established by the Corporate Secretary that closes prior to the calendar year
in which the Fees otherwise would be paid. The enrollment period shall be a period of up to 60
days ending no later than December 31 of the year prior to the calendar year in which the Fees
otherwise would be paid. The election for the upcoming year shall become irrevocable as of the
close of the enrollment period. Failure to complete an election form by December 31 will result in
Fees for the upcoming year being paid entirely in cash.




          A Director who elects to receive deferred stock units under the Procedures shall become a
Participant, and the Company shall establish a Deferred Stock Unit Account in which such
deferral(s) shall be held in accordance with these Procedures.




          A Director’s election shall specify the percentage of the Director’s Fees converted to
deferred stock units and credited to the Deferred Stock Unit Account.




          The Company shall grant deferred stock units to a Participant at the end of each calendar
quarter in lieu of Retainer Fees or Meeting Fees that otherwise would be paid to the Participant
for his or her Board service during such calendar quarter. The number of deferred stock units
credited is determined by dividing the amount of Fees deferred by the closing price of common stock of the Company (“Common Stock”)
on the last trading day of the calendar quarter. For the purpose of crediting the Deferred Stock
Unit Account for the quarterly Fee deferral, fractional shares shall be rounded to the nearest
whole number of shares. The deferred stock units are fully vested and shall be credited to a
Participant’s Deferred Stock Unit Account on the date of grant.





 









 








          2.2. First-Year Eligibility




          If a Director first becomes eligible to participate in accordance with these Procedures during
a calendar year (i.e., is elected to fill a vacancy on the Board during a calendar year),
notwithstanding the general requirement stated in Section 2.1 that the election be completed and
submitted before the calendar year of commencement, an election may be submitted to the Plan
Administrator within 30 days after the Participant first becomes a Director. If the Director
submits an election form to the Plan Administrator prior to the commencement of his or her term as
a Director, the election will be effective with respect to all Fees payable for the calendar year
of becoming a Director. If the Director does not submit an election form to the Plan Administrator
prior to the commencement of his or her term as a Director, the election will be effective only
with respect to Fees earned and payable during the calendar year following the submission of the
election form to the Plan Administrator.




ARTICLE 3

PAYMENT OF DEFERRED STOCK UNIT ACCOUNT




          3.1. Termination of Board Service




          Payment of the deferred stock units shall not be made until after the Participant’s
termination of service as a Director of the Company. If the Participant’s service as a Director of
the Company ceases for any reason, payment shall be made as previously elected by the Participant
in accordance with Section 3.2 below.




          3.2. Form and Time of Payment




          In each election that the Director completes and submits in connection with the Procedures,
which is confirmed by the Participant’s execution of the Deferred Stock Unit Agreement (the
“Agreement”), the Director shall designate whether payment of his or her Deferred Stock Unit
Account is to be made as a lump sum in shares of Common Stock or as a series of annual installments
of shares of Common Stock, not to exceed 5 such consecutive annual installments.




          If the Participant elects payment as a lump sum, payment shall commence within 30 days after
the end of the calendar quarter in which the




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Participant has ceased to serve as a Director of the Company, with any fractional shares to be
distributed in cash.




          If the Participant elects payment in a series of annual installments, payment shall commence
as of January 1 of the calendar year following the year in which the Participant has ceased to
serve as a Director of the Company (or as soon as reasonably practicable thereafter). The amount
of shares paid in each installment shall be determined by dividing the Participant’s total
remaining deferred stock units by the remaining number of installments to be paid, such that the
divisor shall be reduced by one in each subsequent year. Fractional shares shall be rounded down
to the nearest whole number, except that in the final year in which an installment is to be paid,
any fractional shares shall be distributed in cash.




          In accordance with Notice 2005-1, the Company shall establish one or more special enrollment
period(s) in 2005 pursuant to which a Participant may elect to change the payment form applicable
to deferred stock units credited to the Deferred Stock Unit Account for 2005. The payment form
elected by a Director for deferred stock units credited to the Deferred Stock Unit Account for 2005
shall be effective only with respect to all deferred stock units credited to the Director’s
Deferred Stock Unit Account for 2005, and, thereafter, the payment form elected by a Director
during the enrollment period for the upcoming calendar year shall be effective only with respect to
all deferred stock units credited to the Director’s Deferred Stock Unit Account for such year.




          In the case of a Participant whose Deferred Stock Unit Account includes deferred stock units
credited to the account prior to January 1, 2005 (hereafter the “Pre-2005 Account”), the
Participant’s payment election in effect prior to January 1, 2005 shall apply to those deferred
stock units. In the case of a Participant with a Pre-2005 Account, the Participant may elect to
change the payment form applicable to deferred stock units credited to the account by making a
payment change election in accordance with Section 3.3.




          3.3. Change of Form of Payment




          Solely with respect to payment elections in effect under Section 3.2 for the Pre-2005 Account,
a Participant may change the form of his or her payment election, contingent on the following
requirements having been satisfied:




                         (a) the change must be made in writing and in the form designated by the Plan Administrator;



                         (b) the change must be made at a time when the Participant is still a Director, and must be
consistent with Section 3.2; and



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                         (c) the change will be voided and of no effect if made less than one year prior to the date
that the Director terminates service on the Board.



ARTICLE 4

ACCOUNTS ESTABLISHMENT




          4.1. Accounts




          A Deferred Stock Unit Account shall be established and maintained by the Plan Administrator
for each Participant, in which shall be recorded the Fees converted to deferred stock units. The
deferred stock units shall be credited to the Deferred Stock Unit Account as of the following
dates:




                         (a) The deferred portion of one-fourth of the annual Retainer Fee shall be converted into
deferred stock units and credited to the Deferred Stock Unit Account as of the last day of each
calendar quarter; and



                         (b) The deferred portion of any Meeting Fee shall be converted into deferred stock units and
credited to the Deferred Stock Unit Account as of the last day of the calendar quarter in which
such meeting was held.



          4.2. DSU Value




          Each deferred stock unit credited to the account represents the value of a share of Common
Stock.




          4.3. Dividend Equivalents




          Dividend Equivalents shall be credited to each deferred stock unit on each dividend record
date to the extent of dividends issued on Common Stock, provided the record date for such dividends
is on or after the end of the quarter as of which the deferred stock units are credited to the
Participant. Such Dividend Equivalents shall themselves be converted into deferred stock units as
of the dividend record date by dividing the amount of the Dividend Equivalents by the value of the
Common Stock as of the applicable dividend record date. Any such additional deferred stock units
(or fraction thereof) resulting from Dividend Equivalent credits shall be treated as deferred stock
units and credited to the Deferred Stock Unit Account, and, except as next provided in the
succeeding two sentences, shall be subject to the terms and conditions of the Procedures, the
Agreement, and the Stock Incentive Plan. To the extent permitted by section 409A of the Internal
Revenue Code, the Plan Administrator will credit Dividend Equivalents with respect to each deferred
stock unit accrued to a Participant’s Deferred Stock Unit Account prior to 2005 to the Pre-2005
Account as though they had been credited to the account prior to January 1, 2005. Otherwise,
Dividend Equivalents credited based on a dividend




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record date after December 31, 2004 shall not be treated as credited to the Pre-2005 Account.




          4.4. Effect of Certain Transactions




          In the event of a change in the number of outstanding shares of Common Stock by reason of any
reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock
dividend, stock split, combination of shares, rights offering, divestiture or extraordinary
dividend (including a spin-off), or any other change in the corporate structure or shares of the
Company that does not result in a Change of Control, the Committee (or, if the Company is not the
surviving corporation in any such transaction, the Board of Directors of the surviving
corporation), in order to prevent dilution or enlargement of the rights of the Participant, will
make appropriate adjustment (which determination shall be conclusive) as to the number and kind of
securities represented by the stock units making up the Deferred Stock Unit Account.




          If there is a Change of Control, then, upon consummation of the Change of Control, but in no
event more than 15 days following the Change of Control, the Company shall provide the Participant
with a cash payment equal to the value per share of the consideration received in the Change of
Control multiplied by the number of deferred stock units. Upon payment of the cash amount just
described, notwithstanding anything to the contrary in the Agreement, the Procedures or the Stock
Incentive Plan, the Agreement shall expire, and no further payment shall be due to the Participant
in respect of the Deferred Stock Unit Account.




ARTICLE 5

SURVIVOR AND DEATH BENEFITS




          5.1. Death Benefit




          Upon the death of a participant Director, all amounts, if any, remaining in his or her
Deferred Stock Unit Account shall be distributed to the Beneficiary designated by the Director in a
lump sum as soon as practicable following the Director’s death.




          If the designated Beneficiary does not survive the Director or dies before receiving payment
of the Director’s Deferred Stock Unit Account, payment shall be made to the estate of the Director.




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ARTICLE 6

ADMINISTRATION




          6.1. Administration




          The Procedures shall be administered by the Committee to the same extent as provided in
Section 3 of the Stock Incentive Plan. The Committee shall have full power and authority to
administer and interpret the Procedures, to establish procedures for administering the Procedures
and to take any and all necessary action in connection therewith. The Committee’s interpretation
and construction of the Procedures shall be conclusive and binding on all persons.




          6.2. Amendment and Termination of the Procedures




          The Committee may, in their sole discretion, amend the Procedures at any time or from time to
time, in whole or in part, and for any reason, by written action. However, no amendment shall
reduce the amount accrued in any Deferred Stock Unit Account as of the date of such amendment.




          The Committee also may terminate the Procedures with respect to the Participants who render
services as Directors or who formerly rendered services as Directors by written action. In the
event of such termination, the Deferred Stock Unit Accounts of participating Directors shall be
paid at such times and in such forms as shall be determined pursuant to Article 3, unless the Board
shall prescribe an earlier time or times for payment of such accounts and such payments would not
result in the imposition of an excise tax under Code section 409A.




ARTICLE 7

GENERAL PROVISIONS




          7.1. Alienation of Benefits




          No Deferred Stock Unit Account payable under the Procedures shall be subject to alienation,
sale, transfer, assignment, pledge, attachment, garnishment, lien, levy or like encumbrance. The
Company shall not in any manner be liable for or subject to the debts or liabilities of any person
entitled to payment hereunder.




          7.2. No Right to Service




          Nothing contained in the Stock Incentive Plan or these Procedures shall be deemed to give any
Director the right to be retained in the service of the Company or to interfere with the right of
the Company to remove or seek the resignation of any Director at any time without regard to the
effect that such removal or resignation may have upon the Director under the Stock Incentive Plan
or these Procedures.




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          7.3. Unfunded Arrangement




          The Deferred Stock Units Account shall be an unfunded, unsecured, contractual obligation of
the Company. The Company shall not be required to segregate any assets to provide payment of
Deferred Stock Unit Accounts, and the Procedures shall not be construed as providing for such
segregation. Any liability of the Company to any Participant or Beneficiary with respect to the
payment of Deferred Stock Unit Accounts shall be based solely upon any contractual obligations
created by the Procedures. Any such obligation shall not be deemed to be secured by any pledge or
other encumbrance or any Company property. Accordingly, the Participant’s rights to payment
hereunder shall be that of an unsecured creditor.




          7.4. Miscellaneous





(a) Construction



          Unless the contrary is plainly required by the context, wherever any words are used herein in
the masculine gender, they shall be construed as though they were also used in the female gender,
and vice versa, and wherever any words are used herein in the singular form, they shall be
construed as though they were also used in the plural form, and vice versa.





(b) Severability



          If any provision of the Procedures is held illegal or invalid for any reason, such illegality
or invalidity shall not affect the remaining parts of the Procedures, and the Procedures shall be
construed and enforced as if such illegal or invalid provision had never been included in it.





(c) Titles and Headings Not to Control



          The titles to Articles and the headings of Sections in the Procedures are for convenience of
reference only, and in the event of any conflict, the text of the Procedures, rather than the
titles or headings, shall control.




(d) Complete Statement of Procedures



          This document is a complete statement of the Procedures. The Procedures may be amended,
modified or terminated only in writing, subject to any terms and conditions for amendment,
modification or termination set forth in the Stock Incentive Plan.




          7.5. Governing Law




          The Procedures shall be governed by the laws of the State of Delaware without regard to its
choice of law provisions.




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ARTICLE 8

DEFINITIONS




     In addition to those definitions set forth in Article 1 or otherwise in the text of these
Procedures, the following terms shall have the meaning assigned below in this Article 8:



     8.1. “Beneficiary” means the person or persons designated by the Director to receive payment
of the Director’s Deferred Stock Unit Account in the event of the death of the Director.



     8.2. “Board” means the Board of Directors of the Company



     8.3. “Change of Control” means any of the following events:




	 	(i)	 	a merger or consolidation to which the Company is a party if
the individuals and entities who were stockholders of the Company immediately
prior to the effective date of such merger or consolidation have beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50% of
the total combined voting power for election of directors of the surviving
Company immediately following the effective date of such merger or
consolidation;
	 
	 	(ii)	 	the direct or indirect beneficial ownership (as defined in Rule
13d-3 under the Exchange Act) in the aggregate of securities of the Company
representing 51% or more of the total combined voting power of the Company’s
then issued and outstanding securities by any person or entity, or group of
associated persons or entities acting in concert; provided, however, that for
purposes hereof, any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by
the Company shall not constitute a Change of Control;
	 
	 	(iii)	 	the direct or indirect beneficial ownership (as defined in
Rule 13d-3 under the Exchange Act) in the aggregate of securities of the
Company representing 25% or more of the total combined voting power of the
Company’s then issued and outstanding securities by any person or entity, or
group of associated persons or entities acting in concert if such acquisition
is not approved by the Board of Directors of the Company prior to any such
acquisition; provided, however, that for purposes hereof, any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company shall not constitute a
Change of Control;




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	 	(iv)	 	the sale of the properties and assets of the Company,
substantially as an entirety, to any person or entity which is not a
wholly-owned subsidiary of the Company;
	 
	 	(v)	 	the stockholders of the Company approve any plan or proposal
for the liquidation of the Company; or
	 
	 	(vi)	 	a change in the composition of the Board at any time during any
consecutive 24 month period such that the “Continuity Directors” cease for any
reason to constitute at least a 70% majority of the Board. For purposes of
this clause, “Continuity Directors” means those members of the Board who either
(A) were directors at the beginning of such consecutive 24 month period, or (B)
were elected by, or on the nomination or recommendation of, at least a
two-thirds majority of the then-existing Board of Directors. As a result, a
director who no longer serves on the Board of Directors, and who is replaced by
an individual nominated or recommended for nomination by a two-thirds vote of
the remaining Board of Directors, does not count as a loss for purposes of
determining whether 70% of the members of the Board of Directors remain in
tact.





     8.4. “Deferred Stock Unit Account” means the bookkeeping account established under these
Procedures by the Company for each Participant, in which shall be reflected amounts credited as
deferred stock units.



     8.5. “Director” means any member of the Board of the Company who is not also an employee of
the Company.



     8.6. “Fee” means compensation expected to be paid by the Company to a Director for services
rendered on or after the effective date, exclusive of any reimbursement by the Company for expenses
incurred by the Director related to attendance at Board meetings or Board committee meetings.



     8.7. “Meeting Fee” means any Fee, other than a Retainer Fee, paid by the Company to a Director
as compensation for attendance at a meeting of the Board or attendance at a meeting of a Board
committee.



     8.8. “Participant” means a Director or former Director who has a Deferred Stock Unit Account
established pursuant to these Procedures.



     8.9. “Retainer Fee” means the annual retainer amount and committee chair fee expected to be
paid by the Company to a Director.



* * * * *




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          To reflect the adoption of the policies and procedures with respect to deferred stock units in
lieu of Fees, the Committee has caused its Chairman to execute this document on behalf of Arbitron
Inc.




	 	 	 	 
	 

	 	ARBITRON INC.

COMPENSATION COMMITTEE	
	 
	 	 	
	 

	 	By: /s/ Kathleen T. Ross	
	 

	 	 
	
	 

	 	Name: Kathleen T. Ross	
	 

	 	Title: EVP and Chief Administrative Officer	







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