Arbitron Inc. Amended and Restated Schedule of Non-Employee Director Compensation

Summary

This document outlines the compensation plan for non-employee directors of Arbitron Inc. Non-employee directors receive annual cash retainers, additional fees for serving as lead independent director or committee chair, and meeting attendance fees. Directors are also granted deferred stock units and annual stock options, with specific vesting schedules and exercise terms. Directors may choose to receive their cash compensation in the form of deferred stock units or stock options instead of cash. The plan details the amounts, vesting periods, and conditions for each type of compensation.

EX-10.1 2 w64640exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

ARBITRON INC.
Amended and Restated
Schedule of Non-Employee Director Compensation¹


Annual Retainer Fee		$30,000

Lead Independent Director Additional Annual Retainer		$25,000

Committee Chair Retainer		Audit Committee: $20,000
		Other Committees: $10,000

Board Meeting Fees (In person or by telephone)		$1,500

Committee Meeting Fees (In person)		$1,500

Committee Meeting Fees (By telephone)		$750

Initial Deferred Stock Unit Awards		Each newly elected non-employee director will receive a one-time grant of 4,500 deferred stock units, which deferred stock units will vest in three equal installments of 1,500 deferred stock units over a three-year period and will be payable following the director’s termination of service as a director of the Company.

Annual Option Awards		Beginning the year after initial election to the board of directors, each continuing non-employee director will receive an annual grant of $100,000 worth of stock options based on a Black-Scholes valuation calculated using the closing price of the Company’s common stock on the grant date. The exercise price per share of each option granted will be equal to 100% of the fair market value of the underlying Company common stock on the date the option is granted, which is equal to the closing price of the Company’s common stock on such date. These options will become exercisable in full six months after the date of grant and will expire 10 years from the date of grant.


¹		All cash retainer fees and meeting fees payable to non-employee directors may be paid, at the election of each director, in the form of deferred stock units or may be paid, at the election of each director, in the form of stock options, in each case in lieu of cash.