FORM OF DEFERRED STOCK UNIT AGREEMENT
(Non-Employee Director Post-2005 Stock-for-Fees Deferred Stock Unit)
THIS AGREEMENT is entered into and effective as of ___31, 200_, by and between Arbitron Inc. (the
“Company”) and (the “Participant”).
A. The Company has adopted the Arbitron Inc. 1999 Stock Incentive Plan (as may be amended or
supplemented, the “Plan”) authorizing the Board of Directors of the Company, or a committee as provided for in
the Plan (the Board or such a committee to be referred to as the “Committee”), to award deferred stock units to
non-employee directors of the Company.
B. Pursuant to the Company’s program permitting directors to receive deferred stock units under the Plan in
lieu of director’s fees, the Company hereby awards to the Participant on , stock units representing
shares of the Company’s common stock, and payable following termination of the Participant’s Board service as
further described herein.
Accordingly, the parties agree as follows:
1. Deferred Stock Units .
The Company hereby awards the Participant stock units representing the same number of
shares of the Company’s common stock, $0.50 par value (the “Deferred Stock Units”), according to the terms
and subject to the conditions hereinafter set forth, as set forth in the Plan, and the policies and procedures
concerning the award of deferred stock units set forth in the Arbitron, Inc. Director Deferred Compensation Plan
(the “Policy”). The number of deferred stock units subject to this Agreement may increase based on Dividend
Equivalent credits made pursuant to Section 4. Any such additional Deferred Stock Units (or fraction thereof)
resulting from Dividend Equivalent credits shall be treated as Deferred Stock Units and shall be subject to the
terms and conditions of this Agreement, the Plan and the Policy. Payment of the Deferred Stock Units shall be
made as described below