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Exhibit 10.19
 
 
  
  Deferred Stock Units
 
 Vesting and Payment of Deferred Stock Units
 Vesting
 Termination of Service
 o
    
    Within 30 days after the end of the calendar quarter in which the
Participant has ceased to serve as a director of the Company, as a lump sum payment in
shares of common stock of the Company (Common Stock) and with any fractional shares
to be distributed in cash.
 o
    
    Commencing 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), in ___annual installments (not to exceed 5)
of shares of Common Stock. 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
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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.
  Rights and Restrictions of Participant; Transferability
 Rights as a Stockholder
 Restrictions on Transfer
 Securities Law and Other Restrictions
  Change of Control
  Adjustments
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Certain Definitions
  (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;(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
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nomination or recommendation of, at least a two-thirds majority of
the then-existing Board of Directors.
  Subject to Plan
  Miscellaneous
 Director as Unsecured Creditor
 Payment Rights Nontransferable
 Binding Effect
 Governing Law
 Entire Agreement
 Amendment and Waiver
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ARBITRON INC.ByItsBy execution of this Agreement,
the Participant acknowledges having
received a copy of the Plan and the Policy.
    
    PARTICIPANT(Signature)(Name and Address)Social Security
Number:
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