exv10w23






EXHIBIT 10.23

Grant No.                     




o Participant’s Copy




o Company’s Copy




Arbitron Inc.

2008 Equity Compensation Plan

Director Deferred Stock Unit Agreement — Initial Grant



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 Date

	 	You will receive a distribution of shares (the “Shares”) of Company common stock (“Common Stock”) equivalent
to your DSUs as indicated on Exhibit A, the “Distribution Date,” 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;




-1-









 






	 	 	 	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 issuance 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.






-2-









 






	 	 	 
	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:  	 	 
	 	 	 	 
	 	 	 	 



-3-









 






	 	 	 	 	 



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.



-4-









 





Grant No.                     




Arbitron Inc.

2008 Equity Compensation Plan

Deferred Stock Unit — Initial Grant




Exhibit A


Recipient Information:




	 	 	 
	Name:

	 	                                                         
	 
	 	 
	Signature:

	 	X                                                      





Grant Information:



DSUs:         
                   
                   
               Date of Grant:   
             
                  
                    




	 	 	 
	Distribution Date

	 	Your Distribution Date will be a date within 30 days
after the six month anniversary of my ceasing to serve
as a director of the Company, at which point I will
receive all Shares covered by the DSUs.
	 
	 	 
	 

	 	If a Change in Control Event (as defined in the Plan) occurs before
the 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.







-5-