exv10w3






EXHIBIT 10.3




	 	 	 
	 

	 	Non-Executive Form
	 
	 

	 	Grant No. _________
	 
	 

	o	  Participant’s Copy
	 
	 

	o	  Company’s Copy






Arbitron Inc.

2008 Equity Compensation Plan

Restricted Stock Unit Agreement



To ____________:




     Arbitron Inc. (the “Company”) has granted you (the “Grant”) restricted stock units (“RSUs”) as
set forth on Exhibit A to this Agreement (the “RSUs”) under its 2008 Equity Compensation Plan (the
“Plan”), subject to the Vesting Schedule specified on Exhibit A.



     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 becomes nonforfeitable (“Vested”) as to some or all of the RSUs only as provided on Exhibit A.

	 	 	 

	Distribution Dates
	 	You will receive a distribution of shares (the “Shares”) of Company common stock (“Common Stock”) equivalent
to your Vested RSUs as soon as practicable following the dates on which you become Vested (the “Distribution
Dates” as provided in Exhibit A, 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 Vested RSUs,
measured using the Shares they represent, with the amounts convertible into full or fractional additional
Vested RSUs based on dividing the Dividend Equivalent Rights by the Fair Market Value (as defined in the
Plan) as of the date of dividend distribution and holding the resulting additional Vested RSUs for
distribution as provided for the RSUs with respect to which they were issued.

	 	 	 

	Voting
	 	RSUs 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.







 









 






	 	 	 
	and
Forfeiture
	 	Any attempted Transfer that precedes the Distribution Date for such
Shares is invalid.

	 	 	 

	 	 	Unless the Administrator determines otherwise at any time or Exhibit A
provides otherwise, if your service with the Company terminates for any
reason before all of your RSUs are Vested, then you will forfeit such
unvested RSUs (and the Shares to which they relate) to the extent that such
RSUs do not otherwise vest as a result of the termination. The forfeited
RSUs will then immediately revert to the Company. You will receive no
payment for RSUs that you forfeit.

	 	 	 

	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;

	 	 	 

	 	 	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 RSUs 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.

	 	 	 

	 	 	The Company is 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, regardless of whether you sell them. 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







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	 	 	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

Employment

or Other

Relationship
	 	Nothing in this Agreement restricts the Company’s rights or those of any
of its affiliates to terminate your employment 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 and any applicable employment or severance agreement or plan.

	 	 	 

	No Effect on

Running Business
	 	You understand and agree that the existence of the RSU 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.

	 	 	 

	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 the Vested portion is increased in connection with your “separation from service” within the
meaning of Section 409A, as determined by the Company), other than due to death, and if (x) you are then a
“specified employee” within the meaning of Section 409A at the time of such separation from service (as
determined by the Company, by which determination you agree you are bound) and (y) the payment under such
accelerated RSUs 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 RSUs will
not be made until the earlier of (i) the date six







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	 	 	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 RSUs 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
personnel or other 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

Restricted Stock Unit




Exhibit A




Recipient Information:




Name:            _____________________




Signature: X _____________________




Grant Information:




	 	 	 
	RSUs: _______________

	 	Date of Grant: __________________






	 	 	 
	Vesting Schedule
	 	The Grant is Vested as to one-fourth of the RSUs on
each of the next four one year anniversaries of the
Date of Grant (each a “Vesting Date”), assuming you
remain a service provider to the Company through
those dates.

	 	 	 

	Grant Expiration Rules
	 	Except as otherwise provided in an employment,
retention, or other individual agreement covering
you, you will forfeit any unvested portions of the
Grant immediately when you cease to be employed by
(or a member of the Board of) the Company for
reasons other than death, disability, or your
Retirement. If your employment ends for death,
disability, or your Retirement, you will become
fully Vested at that date.

	 	 	 

	 	 	“Retirement” means the termination (other than for Cause or by reason
of death or disability) of your employment or other service on or
after the date on which you have attained the age of 55 and have
completed 10 years of continuous service to the Company or any
Subsidiary (such period of service to be determined in accordance
with the retirement/pension plan or practice of the Company or
Subsidiary then covering you, provided that if you are not covered by
any such plan or practice, you will be deemed to be covered by the
Company’s plan or practice for purposes of this determination).

	 	 	 

	 	 	“Cause” will have the meaning set forth in any employment or other
agreement or policy applicable to you or, if no such agreement or
policy exists, will mean (i) dishonesty, fraud, misrepresentation,
theft, embezzlement or injury or attempted injury, in each case
related to the Company or any Subsidiary,







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	 	 	(ii) any unlawful or criminal activity of a serious nature, (iii) any
breach of duty, habitual neglect of duty or unreasonable job
performance, or (iv) any material breach of any employment, service,
confidentiality or noncompete agreement entered into with the Company
or any Subsidiary.

	 	 	 

	 	 	If a Change in Control Event (as defined in the Plan) occurs before
the final Distribution Date and the Change in Control Event also
would be an event described in Treas. Reg. Section 1.409A-3(i)(5),
any unvested RSUs you then hold will fully Vest. A Change in
Control Event that does not comport with that regulation will not
cause full Vesting unless otherwise permitted by Section 409A.

	 	 	 

	Distribution Dates
	 	The Distribution Date for Shares will be the date the Company selects between
the applicable Vesting Date and March 15 of the following calendar year.







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