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. Directors receive annual and meeting fees, with additional retainers for committee chairs and the Chairman of the Board. Compensation includes both cash payments and stock option grants, with options to defer certain fees into deferred stock units or receive stock options instead of cash. Newly elected directors receive a one-time stock option grant, while annual option awards are given in subsequent years. The plan specifies vesting schedules and expiration terms for the stock options.

EX-10.4 2 w20493exv10w4.htm EXHIBIT 10.4 exv10w4

Exhibit 10.4

ARBITRON INC.

Amended and Restated
Schedule of Non-Employee Director Compensation 1/


Annual Retainer Fee		$30,000

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

Committee Chair Retainer		Audit Committee: $10,000
		Other Committees: $7,500

Chairman of the Board Annual Retainer		The Chairman of the Board of Directors will also receive an additional annual retainer of $135,000.

Committee In Person Meeting Fees		$1,500

Committee Telephonic Meeting Fees		$750

Initial Option Awards		Each newly elected director will receive a one-time grant of options to purchase 15,000 shares of common stock, which options will vest and become exercisable in three equal installments of 5,000 shares over a three-year period and will expire 10 years from the date of grant.

Annual Option Awards		Beginning the year after initial election, each non-employee director will receive an annual grant of options to purchase 7,000 shares of common stock, which options will be fully vested upon grant. 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 directors, except the Chairman of the Board’s Annual Retainer, may be partially or fully deferred at the election of each director into deferred stock units (DSUs) or may be paid at the election of each director in the form of stock options in lieu of cash.