Grant No .
2001 Broad Based Stock Incentive Plan
Performance-Based Restricted Stock Unit Agreement
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 2001 Broad
Based Stock Incentive Plan (the “ Plan ”), subject to the Vesting Schedule and
requirements 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
The Grant becomes nonforfeitable (“ Vested ”) as to some or all of the
RSUs only as provided on Exhibit A.
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.
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 f