Arbitron Inc. 2011 Non-Employee Director Compensation Program

Summary

Arbitron Inc. outlines the 2011 compensation for its non-employee board members, including annual retainers, additional fees for the independent chairman and committee chairs, and meeting fees. Directors also receive deferred stock unit awards, both as a one-time grant for new directors and annual grants for continuing directors, with vesting over three years and payout after board service ends. Directors can choose to receive cash fees as deferred stock units instead. The agreement sets the structure and terms for director compensation during 2011.

EX-10.51 7 w81634exv10w51.htm EX-10.51 exv10w51

EXHIBIT 10.51

Arbitron Inc. 2011 Board of Director Compensation

The Arbitron Non-Employee Board of Directors receive the following compensation for 2011:


Annual Retainer Fee	$	30,000

Independent Chairman of the Board Additional Annual Retainer	$	85,000

Committee Chair Retainer	Audit Committee: $20,000
	Compensation and Human Resources
	Committee: $15,000
	Nominating and Corporate Governance
	Committee: $15,000
	Technology Strategy Committee:
	$	20,000

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 Award	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 annual installments of 1,500 deferred stock units beginning on the first anniversary from the date of grant and will be payable no sooner than six months following the director’s termination of service as a director of the Company.

Annual Deferred Stock Unit Awards	Beginning the annual meeting after initial election to the board of directors, each continuing non-employee director will receive an annual grant of $100,000 worth of deferred stock units, which deferred stock units will vest in three equal annual installments beginning on the first anniversary from the date of grant and will be payable no sooner than six months following the director’s termination of service as a director of the Company.

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, in lieu of cash. The deferred stock units vest immediately and are payable following the director’s termination of service as a director of the Company.