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Participant’s Copy
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Company’s Copy
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Arbitron
Inc.
2008 Equity Compensation
Plan
Director Deferred Stock
Unit Agreement
Arbitron Inc. (the
“ Company ”) has granted you (the “
Grant ”) deferred stock units (“
DSUs ”) as set forth on Exhibit A to this
Agreement (the “ DSUs ”) under its 2008
Equity Compensation Plan (the “ Plan
”).
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:
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The Grant is
fully nonforfeitable (“ Vested ”) on the
Grant Date.
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You will
receive a distribution of shares (the “ Shares
”) of Company common stock (“ Common
Stock ”) equivalent to your DSUs as soon as
practicable following the date or dates indicated on
Exhibit A, the “ Distribution Date(s)
,” subject to any overriding provisions in the
Plan.
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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 DSUs,
measured using the Shares they represent, with the amounts
convertible into full or fractional additional DSUs based on
dividing the dividends by the Fair Market Value (as defined in the
Plan) as of the date of dividend distribution and holding the
resulting additional DSUs for distribution as provided for the
other DSUs.
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DSUs cannot be
voted. You may not vote the Shares unless and until the Shares are
distributed to you.
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You may not
sell, assign, pledge, encumber, or otherwise transfer any interest
(“ Transfer ”) in the Shares until the
Shares are distributed to you. Any attempted Transfer that precedes
the Distribution Date for such Shares is invalid.
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The Company may
postpone issuing and delivering any Shares for so long as the
Company determines to be advisable to satisfy the
following:
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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;
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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.
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The DSUs
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.
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If you become
employed by the Company before a Distribution Date, the Company
will be 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. 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.
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Additional
Representations from You
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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:
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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.
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You will not
receive the Shares if issuing the Shares would violate
any
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