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Arbitron Inc. Stock Ownership Guidelines for Executive Officers and Non-Employee Directors

Purpose

The Board of Directors (“Board”) of Arbitron Inc. (“Arbitron”) believes that it is in the best interest of Arbitron and its stockholders to align the financial interests of Arbitron executive officers and non-employee directors of the Board with those of stockholders.

Ownership Guideline

Accordingly, the Board has established the following Stock Ownership Guidelines for the amount of Arbitron stock that executive officers (as a multiple of base salary) and non-employee directors of the Board (as a multiple of annual retainer) shall hold:

Timeframe

Individuals who are subject to these Stock Ownership Guidelines are required to achieve the applicable ownership threshold within the later to occur of (i) five years after first becoming subject to these Guidelines; or, (ii) November 15, 2016.

Definition of Ownership

Stock ownership for the purpose of these Stock Ownership Guidelines will include the following:

1.  Shares owned directly, including restricted shares and shares deliverable upon settlement of restricted or unrestricted stock units, excluding restricted shares or restricted stock units that remain subject to achievement of performance goals.
2. Shares owned indirectly, if the individual has an economic interest in the shares. For this purpose, indirect ownership includes shares that would be beneficially owned and reported for purposes of the stock ownership table in Arbitron’s proxy statement (excluding shares subject to a right to acquire) and shares beneficially owned and reportable on Table 1 of Forms 3, 4 or 5 under the Securities Exchange Act.
3. Shares owned through savings plans, such as Arbitron’s 401(k) plan, or acquired through the Employee Stock Purchase Plan.

Stock ownership will not include shares underlying unvested stock options or otherwise subject to a right to acquire, except to the extent expressly permitted above.

Stock Ownership Calculation

Share prices of all companies are subject to market volatility. The Board believes that it would be unfair to require an executive or Board member to buy more shares simply because Arbitron’s stock price drops temporarily. In the event there is a significant decline in the Arbitron stock price that causes a Director’s or executive’s holdings to fall below the applicable threshold, the Director or executive will not be required to purchase additional shares to meet the threshold, but such Director or executive shall not sell or transfer any shares until the threshold has again been achieved. Compliance with these Stock Ownership Guidelines will be evaluated on an annual basis, as determined by the Nominating and Corporate Governance Committee, and not on a running basis.

Compliance

Each Officer (as such term is defined pursuant to Section 16 of the Securities Exchange Act of 1934, as amended) of Arbitron is prohibited from selling Arbitron stock until such Officer is in compliance with his or her ownership requirement.  Notwithstanding the preceding sentence, Officers may immediately sell Arbitron stock for the limited purposes of paying any applicable tax liability associated with the vesting of equity awards.  Provided, further, that this prohibition shall not apply to any sale of Arbitron stock pursuant to a Rule 10b5-1 trading plan existing prior to the effective date set forth below and not subsequently amended.

Administration

The Compensation and Human Resources Committee of the Board has the discretion to enforce these Stock Ownership Guidelines.  Violations of these Stock Ownership Guidelines could result in the participant not receiving future grants of long-term incentive plan awards or other equity awards.

Effective Date: February 28, 2012