exv10w38






EXHIBIT 10.38




SETTLEMENT AGREEMENT AND GENERAL RELEASE




     THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into by
and between Arbitron Inc., its subsidiaries and affiliates (the “Company”), and Michael P.
Skarzynski (“Skarzynski”).



     WHEREAS, Skarzynski’s employment in any capacity with the Company and/or with any of its
subsidiaries or related or affiliated companies (together, the “Company”) and his role as a member
of the Board of Directors of the Company will terminate on January 11, 2010 (“Termination Date”);



     WHEREAS, Skarzynski and the Company desire to enter into this Agreement to resolve all issues
between them including, but not limited to, those relating to Skarzynski’s employment with the
Company, and the termination thereof;



     WHEREAS, January 11, 2010 is the Effective Date of this Agreement; and



     WHEREAS, if Skarzynski does not revoke his waiver of ADEA claims in this Agreement within
seven (7) days of executing the attached ADEA Waiver, then his ADEA Waiver will become effective
and irrevocable on the eighth day after Skarzynski has executed this Agreement (the “ADEA Waiver
Effective Date”);



     NOW, THEREFORE, for and in consideration of the above Recitals and of the covenants and
agreements contained herein, the receipt and sufficiency of which are hereby acknowledged by the
parties, the parties agree as follows:


1. Promises by the Company.



In full settlement of all claims, the Company agrees to provide the following:





	 	(a)	 	Cash Payment: The Company will pay the total sum of $750,000.00, less
all applicable taxes, deductions, and withholdings required by law. Twenty percent
(20%) of the foregoing gross amount, $150,000.00, is being paid to Skarzynski for
waiving any claims he may have under the Age Discrimination in Employment Act (ADEA).
Within thirty (30) days of the Effective Date of this Agreement, the Company will
deliver a check made payable to Skarzynski for $600,000.00, less all applicable taxes,
deductions, and withholdings required by law. If the ADEA Waiver is signed by
Skarzynski and not revoked by him, then the Company will deliver a check made payable
to Skarzynski for the remaining $150,000.00 less all applicable taxes, deductions, and
withholdings required by law, within twenty-two (22) days of the ADEA Waiver becoming
effective and irrevocable. Skarzynski understands and agrees that the Company will
report amounts paid under this Agreement to the IRS by way of IRS Form W-2. The cash
severance payment does not include the monies the Company has paid or will pay
Skarzynski for all earned but unpaid wages through 




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	 	 	 	the Termination Date and all unused
paid days off in the
amount of $28,500.00, less all applicable taxes, deductions, and withholdings
required by law.






	 	(b)	 	Compensation and Benefit Plans: Skarzynski will cease to be eligible
to participate under any stock option, bonus, incentive compensation, commission,
medical, dental, life insurance, retirement, and other compensation or benefit plans of
the Company or any affiliate following his termination of employment. Thereafter,
Skarzynski will have no rights under any of those plans, except as follows: Eligibility
for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) will not be altered by this Agreement. If Skarzynski and/or his dependents
become eligible for continuation coverage under COBRA as a result of Skarzynski’s
termination, COBRA’s procedures and rules will apply. If Skarzynski and/or his
eligible dependents timely take the necessary steps to initiate COBRA coverage under
the Company’s group health plan(s), the Company will pay the cost of such COBRA
coverage for Skarzynski and/or his eligible dependents until the earlier of December
31, 2010 or until none of Skarzynski or his eligible dependents no longer qualifies for
COBRA coverage or until Skarzynski and/or his eligible dependents are eligible for
group health plan coverage offered by a subsequent employer of Skarzynski or the
employer of his spouse or domestic partner or, in the case of his eligible dependents,
the date on which such dependents cease to be eligible dependents under the terms of
the Company’s group health plan(s), whichever shall first occur. If Skarzynski and/or
his eligible dependents wish to continue COBRA coverage for the remainder of the
eligibility period, if any, at Skarzynski’s own expense, it is Skarzynski’s sole
responsibility to arrange for such continued coverage by timely paying the required
premiums. If Skarzynski receives the COBRA subsidy under the American Recovery and
Reinvestment Act (“ARRA”), the period of subsidized coverage under ARRA will run
concurrent with any period of COBRA coverage subsidized by the Company.
	 
	 	(c)	 	No Repayment Of Relocation Monies: The Company agrees that it shall
not seek repayment of $125,000.00, which is the relocation amount Skarzynski would owe
the Company upon the resignation of his employment at this time pursuant to Section
4.(d) of his Executive Employment Agreement.
	 
	 	(d)	 	Attorneys Fees: The Company agrees to indemnify Skarzynski for
reasonable attorneys fees and costs incurred up through the effective date of the
Agreement in connection with the matters that culminated with his resignation for an
amount up to $100,000.00.
	 
	 	(e)	 	Continuing D&O Coverage & Indemnity: The Company will continue to
cover Skarzynski under its Directors & Officers (“D&O”) insurance policies for
actions/inactions taken by Skarzynski in Skarzynski’s capacity as an officer and
director of the Company. The Company agrees to indemnify Skarzynski for
actions/inactions taken by Skarzynski in his capacity as an officer and director of the
Company with respect to any third-party claims or investigations (including but not
limited to any claims or investigations arising out of the events leading to
Skarzynski’s resignation), consistent with applicable corporate governance documents
and current D&O policies.




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2. Complete Waiver and Release by Skarzynski.





	 	(a)	 	Release: In exchange for the consideration stated above and provided
to Skarzynski by the Company, the adequacy of which Skarzynski hereby acknowledges,
Skarzynski irrevocably and unconditionally releases all the claims described below in
Subparagraph 2(b) of this Agreement that Skarzynski may have against the following
persons or entities (the “Releasees”): the Company, all of the Company’s subsidiaries,
related or affiliated companies, and all of the Company’s and its subsidiaries’ and
related or affiliated companies’ predecessors and successors; and, with respect to each
such entity, all of its past and present employees, officers, directors, stockholders,
owners, representatives, assigns, attorneys, agents, insurers, employee benefit
programs (and the trustees, administrators, fiduciaries and insurers of such programs)
and any other persons acting by, through, under or in concert with any of the persons
or entities listed in this Subparagraph.
	 
	 	(b)	 	Claims Released: The claims released include all claims, promises,
offers, debts, causes of action or similar rights of any type or nature Skarzynski has
or had against Releasees, including but not limited to (i) those which in any way
relate to Skarzynski’s employment with the Company or the termination of Skarzynski’s
employment, or Skarzynski’s service to the Company as a director; (ii) any claims to
attorneys’ fees or other indemnities; (iii) any claims relating to stock options and
restricted stock units that have ever been awarded, including but not limited to those
that otherwise would have vested on January 13, 2010; and (iv) any other claims or
demands Skarzynski may have on any basis, including but not limited to common law
contract or tort, or other claims that may have arisen under any of the
anti-discrimination statutes or laws, such as Title VII of the Civil Rights Act of
1964, § 1981 of the Civil Rights Act of 1866 and Executive Order 11246, which prohibit
discrimination based on race, color, national origin, religion or sex; the Equal Pay
Act, which prohibits paying men and women unequal pay for equal work; the Americans
With Disabilities Act and § 503 and § 504 of the Rehabilitation Act of 1973, which
prohibit discrimination against the disabled; the Genetic Information Nondiscrimination
Act of 2008, which prohibits discrimination based on genetic information; the Maryland
Fair Employment Practices Act, the Maryland Equal Pay Law, and the Maryland
Discrimination on the Basis of Medical Information Act, and any other federal, state or
local law or regulation prohibiting retaliation or discrimination on the basis of race,
color, national origin, religion, gender, disability, age, marital status, sexual
orientation, gender identity, genetic information or any other protected
characteristic.
	 
	 	(c)	 	No Existing Litigation or Charges: Skarzynski represents that (a)
Skarzynski has not filed, submitted or caused to be filed any lawsuit, complaint or
charge pertaining in any way to Skarzynski’s employment or encompassing any claim
released by this Agreement, or (b) if Skarzynski has filed, submitted or caused to be
filed or submitted any such charge, claim or complaint, Skarzynski has, on or before
the date when Skarzynski signs this Agreement, submitted a written request to the court
or agency requesting the dismissal or withdrawal of that charge, claim or complaint
with prejudice, and Skarzynski has attached a copy of the request for dismissal or
withdrawal hereto.




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	 	(d)	 	Release Extends to Both Known and Unknown Claims, Suspected and Unsuspected
Claims: This Agreement covers both claims that Skarzynski knows about or suspects
as well as those Skarzynski does not know about or does not suspect. Skarzynski
understands the significance of Skarzynski’s release of unknown and unsuspected claims
and Skarzynski’s waiver of statutory protection against a release of unknown claims
and/or unsuspected claims. Skarzynski expressly waives all rights afforded by any
statute which limits the effect of a release with respect to unknown and unsuspected
claims.
	 
	 	(e)	 	Claims Not Released: This Agreement does not release Skarzynski’s
right to enforce this Agreement. This Agreement also does not release any other claim
or abridge any legal right that as a matter of law cannot be released or abridged by
private agreement between the Company and Skarzynski.
	 
	 	(f)	 	Ownership of Claims: Skarzynski represents that Skarzynski has not
assigned or transferred, or purported to assign or transfer, all or any part of any
claim released by this Agreement.




3. Skarzynski’s Promises.



In addition to the waiver and release of claims provided for in Paragraph 2, Skarzynski also agrees
to the following:





	 	(a)	 	No Liability Admitted: Skarzynski understands and agrees that this
Agreement and the payments and benefits described in this Agreement do not constitute
an admission by the Company or any Releasee, or any of their present or former
officers, directors, members, employees, consultants, representatives, independent
contractors or related entities, of any liability to Skarzynski or wrongdoing
whatsoever and that this Agreement is not admissible as evidence in any proceeding
other than for enforcement of its provisions.
	 
	 	(b)	 	No Future Employment: Skarzynski understands that Skarzynski’s
employment with the Company will terminate forever as of the Termination Date, and
Skarzynski promises never to seek employment with the Company in the future (including
but not limited to employment as an employee or engagement as a consultant, temporary
employee, or contractor).
	 
	 	(c)	 	References/Inquiries: In accordance with Company policy, the Company
shall confirm only dates of employment and position held.
	 
	 	(d)	 	No Disparagement: Skarzynski agrees to refrain from criticizing,
denigrating or otherwise disparaging the Company or any Releasee in any private or
public forum, including but not limited to newspapers, television, radio, or the
internet or other internet feature such as a blog, and agrees to refrain from making
statements about
any Releasee, Skarzynski’s employment with the Company, or any general matter
concerning any Releasee’s reputation, standing in the business community, business
practices, or products; provided, however, that nothing in this Agreement will
prohibit Skarzynski from (1) complying with any valid subpoena or court order; or




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	 	 	 	(2) initiating or cooperating with any official investigation conducted by a law
enforcement or other governmental agency. The Company and its directors and officers
agree not to disparage Skarzynski in any public statement.






	 	(e)	 	Non-Disclosure of Confidential Information and Non-Competition:
Skarzynski acknowledges that Sections 8 and 9 of his Executive Employment Agreement
survive the termination of his employment and that he agrees to continue to abide by
the provisions therein. Skarzynski further acknowledges that Sections 8 and 9 of his
Executive Employment Agreement are specifically incorporated herein.






	 	(f)	 	Agreement to Cooperate With the Company: Skarzynski agrees to assist
the Company in any formal or informal legal matters in which Skarzynski is named as a
party or has knowledge relevant to the matter. Skarzynski shall fully cooperate with
the Company in the defense of any pending and/or future litigation, claim, charge or
investigation commenced by a third party against the Company, where the litigation or
investigation relates to or arises from Skarzynski’s employment, consistent with any
applicable common law or constitutional principles, to the reasonable satisfaction of
the Company. Such assistance and cooperation may include, but will not be limited to,
providing background information regarding any matter on which Skarzynski previously
worked, aiding in the drafting of declarations, executing declarations or similar
documents, testifying or otherwise appearing at investigation interviews, depositions,
arbitrations or court hearings and preparing for the above-described or similar
activities. Skarzynski understands that Skarzynski will be reimbursed for all
reasonable out-of-pocket expenses for Skarzynski’s cooperation under this Subparagraph,
and that Skarzynski in rendering such services will be acting as a bona fide
independent contractor.
	 
	 	(g)	 	Promise Not to Facilitate Claims Against the Company: Skarzynski
recognizes that the Company has many legitimate protectable interests, including but
not limited to confidential proprietary, business process and personal information.
Accordingly, Skarzynski promises not to voluntarily encourage, counsel or assist
(directly or indirectly) any current or former employee or third party (excluding
government law enforcement agencies) in the preparation or prosecution of any civil
dispute, difference, grievance, claim, charge or complaint against the Company and/or
any Releasee (in such Releasee’s Company capacity) unless Skarzynski is compelled to do
so by valid legal process. Nothing in this provision is intended to prevent or
prohibit Skarzynski from assisting another individual in filing a charge with the EEOC
or in participating in an EEOC investigation or proceeding. In the event Skarzynski
receives notice that Skarzynski is required to provide testimony or information in any
context about the Company and/or any Releasee (related to his/her work for the Company)
to any third party (excluding government law enforcement agencies), Skarzynski agrees
to inform the Company’s Chief Legal Officer in writing within 24 hours of receiving
such notice. Skarzynski, thereafter,
agrees to cooperate with the Company in responding (if necessary) to such legal
process. Skarzynski also agrees not to testify or provide any information in any
context if the Company has informed Skarzynski of its intent to contest the validity
or enforceability of any request, subpoena or court order until such time as the
Company has informed Skarzynski in writing that it consents to Skarzynski’s





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	 	 	 	testimony or has fully exhausted its efforts to challenge any request, subpoena or
court order requiring Skarzynski’s testimony. If Skarzynski is required to provide
testimony in any context about the Company (with the Company’s consent or after the
Company completes its challenges), Skarzynski shall testify truthfully at all times.
Nothing in this Agreement will prohibit Skarzynski from (a) complying with any
valid subpoena or court order, or (b) cooperating with any official investigation
conducted by a law enforcement agency.
	 
	 	(h)	 	Resignation Of Officer and Director Positions. Skarzynski will resign
as President and Chief Executive Officer of Arbitron Inc. and any Arbitron subsidiaries
or affiliates or related companies and as a member of the Arbitron Board of Directors.
In connection with resigning as an officer and director, Skarzynski agrees to execute
and return to the Company on January 11, 2010 two signed, original resignation letters
with an effective date of January 11, 2010 (the “Resignation Letters”) on Skarzynski’s
Company letterhead in the form provided in Appendix A to this Agreement. Appendix A is
hereby incorporated into and made part of this Agreement by reference. In addition,
Skarzynski agrees to take all such further steps as the Company may deem necessary or
appropriate in order to accomplish the resignation of any officer and director
positions that Skarzynski holds with the Company.
	 
	 	(i)	 	Return of Property: Skarzynski agrees to return to the Company all
files, memoranda, documents, records, copies of the foregoing, Company-provided credit
cards, keys, building passes, security passes, access or identification cards, and any
other property of the Company or any Releasee in his possession or control by January
15, 2010. , Skarzynski agrees to submit all expense reports by February 28, 2010.
Skarzynski agrees that he will have repaid everything he owes to the Company or any
Releasee, paid all amounts he owes on Company-provided credit cards or accounts (such
as cell phone accounts), and canceled or personally assumed any such credit cards or
accounts by January 15, 2010. Skarzynski agrees not to incur any other expenses,
obligations, or liabilities on behalf of the Company. Skarzynski agrees to deliver his
laptop, desktop, Blackberry and printer to the Company by January 15, 2010, so that the
Company can image those materials and/or remove the existing hard drives from such
media, as it deems appropriate. The Company will then return such media to him to
retain for his own use. Skarzynski will receive a copy of his Outlook contacts.




4. Consequences of Skarzynski’s Violation of Promises.





	 	(a)	 	General Consequences: If Skarzynski breaks any of Skarzynski’s
promises in this Agreement, for example, by filing or prosecuting a lawsuit based on
claims that Skarzynski has released, or if any representation made by Skarzynski in
this Agreement was false when made, or if Skarzynski breaches Sections 8 or 9 of his
Executive Employment Agreement that contain obligations which survive the
termination of Skarzynski’s employment with the Company, Skarzynski (a) shall
forfeit all right to future benefits under this Agreement; (b) must repay all
benefits previously received, pursuant to this Agreement, upon the Company’s demand;
and (c) must pay reasonable attorneys’ fees and all other costs incurred as a result
of 




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	 	 	 	Skarzynski’s breach or false representation, such as the cost of defending any
suit brought with respect to a released claim by Skarzynski or other owner of a
released claim.






	 	(b)	 	Injunctive Relief: Skarzynski further agrees that the Company would be
irreparably harmed by any actual or threatened violation of Subparagraphs 3(d) and
3(e), and that the Company shall be entitled to an injunction prohibiting Skarzynski
from committing any such violation.




5. Binding Nature of Agreement. This Agreement shall be binding on Skarzynski’s heirs,
legal representatives, administrators, executors, and assigns, and shall inure to the benefit of
the Released Parties and their heirs, legal representatives, administrators, executors, and
assigns.



6. No Assignment. Skarzynski’s rights, duties or obligations under this Agreement may not
be assigned, delegated or transferred.



7. Interpretation. This Agreement will be construed as a whole according to its fair
meaning, and not strictly for or against any of the parties. Unless the context indicates
otherwise, the term “or” will be deemed to include the term “and” and the singular or plural number
will be deemed to include the other. Paragraph headings used in this Agreement are intended solely
for convenience of reference and will not be used in the interpretation of any of this Agreement.



8. Dispute Resolution.





	 	(a)	 	Arbitrable Disputes: Any dispute (an “Arbitrable Dispute”) arising
between the parties, including but not limited to those concerning the formation,
validity, interpretation, effect, or alleged violations of this Agreement, the
arbitrability of any dispute, any federal, state or local statutory claim (including
discrimination or retaliation statutes), contract claims, tort claims, and claims of
any other sort, must be submitted to arbitration before a retired judge or an
experienced employment arbitrator selected in accordance with the then-current JAMS
Employment Rules and Procedures. The arbitrator may not modify or change this
Agreement in any way except as provided in Paragraph 11. Skarzynski also agrees to
arbitrate any claim against any Releasee. The arbitration shall be held in or near
Columbia, Maryland.
	 
	 	(b)	 	Costs of Arbitration: Each party will pay the fees of its respective
attorneys, the expenses of its witnesses and any other expenses connected with the
arbitration, but all other costs of the arbitration, including the fees of the
arbitrator, cost of any record or transcript of the arbitration, administrative fees
and other fees and costs will be paid by the Company. The arbitrator may award
prevailing party costs and fees to the prevailing party under the standards provided by
law. The arbitrator may
resolve any dispute as to who is the prevailing party and as to the reasonableness
of any fee or cost.
	 
	 	(c)	 	Exclusive Remedy: Arbitration in this manner will be the exclusive
remedy for any Arbitrable Dispute. The arbitrator’s decision or award will be fully
enforceable and subject to an entry of judgment by a court of competent jurisdiction.
Should Skarzynski or the Company, without the consent of the other party, attempt to




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	 	 	 	resolve an Arbitrable Dispute by any method other than arbitration pursuant to this
Paragraph, the responding party will be entitled to recover from the initiating party
all damages, costs, expenses and attorneys’ fees incurred as a result.






	 	(d)	 	Sole Exception: Notwithstanding Subparagraphs 8(a) through 8(c), an
otherwise Arbitrable Dispute relating to alleged violations of Subparagraphs 3(d) or
3(e) (involving the criticism, denigration or disparagement of the Company, any other
Releasee, or any of the Company’s products, processes, experiments, policies,
practices, standards of business conduct or areas or techniques of research and/or the
violation of non-disclosure and non-competition provisions) may be resolved through a
means other than arbitration, at the Company’s sole option. Such means shall be
permitted pending and in aid of arbitration only.






	 	(e)	 	Effect on Previous Arbitration Agreements: The arbitration agreement
contained in this Paragraph supersedes any arbitration agreement previously entered
into by Skarzynski and the Company to the extent, but only to the extent, that an
Arbitrable Dispute under this Agreement would have been covered by any preexisting
arbitration agreement; and provided, however, that if the arbitration agreement in this
Paragraph for any reason is held unenforceable, the prior arbitration agreement will
apply, as it is the parties’ intention and desire that all disputes between them will
be arbitrated.




9. Law Governing. This Agreement shall be governed by and construed under the laws of the
State of Maryland other than its conflict of laws provisions; provided, however, that the dispute
resolution process referenced in Paragraph 8 of this Agreement shall be governed by the Federal
Arbitration Act unless it is found by a decisionmaker of competent jurisdiction not to be governed
by the Federal Arbitration Act, in which case it will be governed by Maryland law.



10. Entire Agreement. This Agreement comprises the entire agreement between the parties
regarding the matters contained herein. This Agreement has been entered into by Skarzynski with a
full understanding of its terms, with an opportunity to consult with counsel and without inducement
or duress. Skarzynski acknowledges that no promise or agreement not expressed in this Agreement
has been made to Skarzynski. This Agreement may be executed in counterparts, each of which shall
be considered an original, but all of which together shall constitute one and the same instrument.
This Agreement may not be changed orally. This Agreement supersedes any prior or contemporaneous
agreement, arrangement or understanding on its subject matter.



11. Severability. The provisions of this Agreement are severable. If any provision in
this Agreement is found to be unenforceable, all other provisions will remain fully enforceable.




[SIGNATURE PAGE FOLLOWS]






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SIGNATURE PAGE



PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN, SUSPECTED
AND UNSUSPECTED CLAIMS.



Acknowledged and Agreed:




	 	 	 	 	 	 	 
	Micheal P. Skarzynski

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	/Michael P. Skarzynski

	 	 	 	January 11, 2010	 	 
	 

	 	 	 	 	 	 
	Signature

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	FOR ARBITRON INC.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Philip Guarascio

	 	 	 	January 12, 2010	 	 
	 

	 	 	 	 	 	 
	Philip Guarascio

	 	 	 	Date	 	 
	Chairman of the Board of Directors
	 	 	 	 	 	 






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ADEA WAIVER AND SIGNATURE PAGE





	•	 	Your waiver of ADEA claims is separate from the agreement to waive all other claims. Separate
consideration is being provided for your ADEA Waiver.
	 
	•	 	You may not make any changes to this ADEA Waiver.
	 
	•	 	You have up to twenty-one (21) days after receiving the ADEA Waiver to consider and sign this
ADEA Waiver, although you may waive this time period by signing this ADEA Waiver sooner.
	 
	•	 	You have seven (7) days after signing this ADEA Waiver in which to revoke your waiver of ADEA
claims in this Agreement, and your waiver of ADEA claims does not take effect until that seven-day
period has ended.




12. Age Discrimination In Employment Act:



In exchange for the consideration stated above in Subparagraphs 1(a), 1(b), 1(c), 1(d) and 1(e)
that is allocated to Skarzynski’s ADEA Waiver and provided to Skarzynski by the Company, the
adequacy of which Skarzynski hereby acknowledges, Skarzynski irrevocably and unconditionally
releases all the claims described below in Subparagraph 12(a) that Skarzynski may have against any
of the “Releasees” set forth in Subparagraph 2(a).




     (a) Skarzynski acknowledges and agrees that by signing this ADEA Waiver, Skarzynski is
waiving and releasing any and all claims or rights Skarzynski’s may have under the Age
Discrimination in Employment Act of 1967, as amended (“ADEA”), that his waiver and release is
knowing and voluntary, and that the consideration given for this waiver and release is in addition
to anything of value to which Skarzynski was already entitled as an employee of the Company.
Skarzynski further acknowledges that Skarzynski is advised that: (i) Skarzynski should consult
with an attorney (at Skarzynski’s own expense) prior to executing the ADEA Waiver (Skarzynski
understands that whether Skarzynski consults an attorney or not is Skarzynski’s decision); (ii) the
ADEA Waiver does not waive or release any rights or claims Skarzynski may have under the ADEA which
may arise after Skarzynski executes the ADEA Waiver; and (iii) (a) Skarzynski has at least
twenty-one (21) days in which to consider the ADEA Waiver (although Skarzynski may choose to
execute the ADEA Waiver earlier than that; (b) Skarzynski has seven (7) days following execution of
the ADEA Wavier to revoke this Agreement (to be effective, any revocation must be actually received
in writing by the Company by 12:00 a.m. on the eighth day); and (c) the ADEA Waiver shall not be
effective until the revocation period has expired.



     (b) Skarzynski acknowledges and agrees that Skarzynski was given a copy of the ADEA Waiver and
has carefully read it and understands it, that Skarzynski has been given the opportunity to consult
with his attorney regarding this ADEA Waiver and that Skarzynski has entered into this ADEA Waiver
voluntarily and with full knowledge of its final and binding effect.


PLEASE READ THIS ADEA WAIVER CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN, SUSPECTED
AND UNSUSPECTED CLAIMS.





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	Acknowledged and Agreed:

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Micheal P. Skarzynski
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Michael P. Skarzynski

	 	 	 	January 11, 2010	 	 
	 

	 	 	 	 	 	 
	Signature

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	FOR ARBITRON INC.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Philip Guarascio

	 	 	 	January 12, 2010	 	 
	 

	 	 	 	 	 	 
	Philip Guarascio

	 	 	 	Date	 	 
	Chairman of the Board of Directors
	 	 	 	 	 	 






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APPENDIX A






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RESIGNATION




     The undersigned hereby resigns his employment in any capacity with Arbitron Inc. and/or with
any other of Arbitron Inc.’s subsidiaries or affiliates or related companies, including but not
limited to his position of President and Chief Executive Officer and his role as a member of the
Arbitron Board of Directors.


DATED: Effective as of January 11, 2010




	 	 	 	 	 
	 	 	 
	 	     /s/ Michael P. Skarzynski
 	 
	 	Micheal P. Skarzynski 	 
	 	 	 
	 




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