Arbitron Inc. 2008 Equity Compensation Plan Restricted Stock Unit Agreement

EXHIBIT 10.2

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 to Receipt		The Company may postpone issuing and delivering any Shares for so long as the Company determines to be advisable to satisfy the following:
		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

		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

		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.

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.

     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.

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 or disability. If your employment ends for death or disability, you will become fully Vested at that date.
		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.