exv10w10



 






Exhibit 10.10




ARBITRON EXECUTIVE INVESTMENT PLAN




As Adopted Effective as of January 1, 2001




 









 








ARBITRON EXECUTIVE INVESTMENT PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1. DESCRIPTION
	 	 	1	 
	1.1 Plan Name
	 	 	1	 
	1.2 Plan Purpose
	 	 	1	 
	1.3 Plan Type
	 	 	1	 
	1.4 Plan Background
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2. PARTICIPATION
	 	 	3	 
	2.1 Participation
	 	 	3	 
	2.2 Conditions of Participation
	 	 	3	 
	2.3 Termination of Participation
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 3. BENEFITS
	 	 	4	 
	3.1 Participant Accounts
	 	 	4	 
	3.2 Participant Deferral Credits
	 	 	4	 
	3.3 Earnings Credits
	 	 	4	 
	3.4 Vesting
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 4. DISTRIBUTION
	 	 	7	 
	4.1 Distribution to Participant Before Severance or Disability
	 	 	7	 
	4.2 Distribution to Participant After Severance or Disability
	 	 	8	 
	4.3 Distribution to Beneficiary
	 	 	11	 
	4.4 Nondeductibility
	 	 	13	 
	4.5 Payment in Event of Incapacity
	 	 	13	 
	4.6 Suspension
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 5. SOURCE OF PAYMENTS; NATURE OF INTEREST
	 	 	14	 
	5.1 Establishment of Trust
	 	 	14	 
	5.2 Source of Payments
	 	 	14	 
	5.3 Status of Plan
	 	 	14	 
	5.4 Non-assignability of Benefits
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 6. AMENDMENT, TERMINATION
	 	 	15	 
	6.1 Amendment
	 	 	15	 
	6.2 Termination of Participation
	 	 	15	 
	6.3 Termination
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 7. DEFINITIONS, CONSTRUCTION AND INTERPRETATION
	 	 	17	 
	7.1 Account
	 	 	17	 
	7.2 Administrator
	 	 	17	 
	7.3 Affiliate
	 	 	17	 
	7.4 Board
	 	 	17	 
	7.5 Beneficiary
	 	 	17	 
	7.6 Code
	 	 	17	 
	7.7 Company
	 	 	17	 






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	 	 	Page
	7.8 Cross Reference
	 	 	18	 
	7.9 Disability
	 	 	18	 
	7.10 ERISA
	 	 	18	 
	7.11 Governing Law
	 	 	18	 
	7.12 Headings
	 	 	18	 
	7.13 Number and Gender
	 	 	18	 
	7.14 Participant
	 	 	18	 
	7.15 Participating Employer
	 	 	19	 
	7.16 Plan
	 	 	19	 
	7.17 Plan Rules
	 	 	19	 
	7.18 Prior Plan
	 	 	19	 
	7.19 Retirement
	 	 	19	 
	7.20 Severance
	 	 	19	 
	7.21 Trust
	 	 	19	 
	7.22 Trustee
	 	 	20	 
	7.23 Unforeseeable Emergency
	 	 	20	 
	7.24 Valuation Date
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 8. ADMINISTRATION
	 	 	21	 
	8.1 Administrator
	 	 	21	 
	8.2 Plan Rules and Regulations
	 	 	21	 
	8.3 Administrator’s Discretion
	 	 	21	 
	8.4 Specialist’s Assistance
	 	 	21	 
	8.5 Indemnification
	 	 	21	 
	8.6 Benefit Claim Procedure
	 	 	22	 
	8.7 Disputes
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 9. MISCELLANEOUS
	 	 	24	 
	9.1 Withholding and Offsets
	 	 	24	 
	9.2 Other Benefits
	 	 	24	 
	9.3 No Warranties Regarding Tax Treatment
	 	 	24	 
	9.4 No Rights to Continued Service Created
	 	 	24	 
	9.5 Special Provisions
	 	 	24	 
	9.6 Successors
	 	 	24	 






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ARBITRON EXECUTIVE INVESTMENT PLAN




ARTICLE 1.

DESCRIPTION





	1.1  	Plan Name.




     The name of the Plan is the “Arbitron Executive Investment Plan.”



	1.2  	Plan Purpose.





     The purpose of the Plan is to provide Participants who, as of December 31, 2000, were
participants in the Prior Plan with




	 	(a)  	the benefits to which they were entitled under the Prior Plan as of December
31, 2000 (other than benefits scheduled to be distributed pursuant to the Prior Plan on
January 1, 2001) and
	 
	 	(b)  	deferral credits relating to the 2000 plan year under the Prior Plan that would
have otherwise been credited to the Participant’s account under the Prior Plan as of a
date after December 31, 2000, such as deferral credits relating to elections pursuant
to the Prior Plan to defer annual bonuses earned during the 2000 plan year and
otherwise payable during the first calendar quarter of 2001.






	1.3  	Plan Type.





     The Plan is an unfunded plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees. It is intended that
the Plan is exempt from the provisions of Parts 2, 3 and 4 of Subtitle B of Title I of ERISA by
operation of sections 201(2), 301(a)(3) and 401(a)(4) thereof, respectively, and from the
provisions of Title IV of ERISA, to the extent otherwise applicable, by operation of section
4021(b)(6) thereof. The Plan is also intended to be unfunded for tax purposes. The Plan will be
construed and administered in a manner that is consistent with and gives effect to the foregoing.



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1.4 Plan Background.





	 	(a)  	The Company adopted the Prior Plan effective as of January 1, 1995.
	 
	 	(b)  	Effective as of January 1, 1999, the Prior Plan was restated and the name of
the Prior Plan was changed from the Ceridian Corporation Deferred Compensation Plan to
the Ceridian Corporation Executive Investment Plan.
	 
	 	(c)  	Effective as of January 1, 2001, the Company established the Plan and the
account balances of the Participants under the Prior Plan as of the close of business
on December 31, 2000 (other than the portion of such account balances,
if any, scheduled to be distributed pursuant to the Prior Plan on January 1, 2001)
were credited to their Accounts under the Plan as of January 1, 2001.




2









 











ARTICLE 2.

PARTICIPATION




2.1 Participation.




     Participation in the Plan is limited to those individuals whose account balances under the
Prior Plan as of the close of business on December 31, 2000 (other than the portion of such account
balances, if any, scheduled to be distributed pursuant to the Prior Plan on January 1, 2001) were
credited to their Accounts under the Plan as of January 1, 2001. No one else is eligible to
participate in the Plan.



2.2 Conditions of Participation.




     Each Participant, as a condition of participation in the Plan, is bound by all the terms and
conditions of the Plan and the Plan Rules, and must furnish to the Administrator such pertinent
information and execute such election forms and other instruments as the Administrator or Plan
Rules may require by such dates as the Administrator or Plan Rules may establish. All elections,
directions, designations and similar actions required in connection with the Plan must be made in
accordance with and are subject to the terms of the Plan and Plan Rules.



2.3 Termination of Participation.




     A Participant will cease to be a Participant as of the date on which his or her entire Account
balance has been distributed.



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ARTICLE 3.

BENEFITS




3.1 Participant Accounts.





	 	(a)  	Participant Accounts. For each Participant, the Administrator will
establish and maintain an Account. Effective as of January 1, 2001, a Participant’s
Account will be credited with an amount equal to the balance of his or her account
under the Prior Plan as of the close of business on December 31, 2000 (other than the
portion of such account, if any, scheduled to be distributed pursuant to the Prior Plan
on January 1, 2001).
	 
	 	(b)  	Subaccounts.






	 	(i)  	Prime Rate Earnings Method. The portion of a
Participant’s Account balance with respect to which earnings credits are made
pursuant to Section 3.3(g) will be credited to a separate subaccount within the
Account if deferrals were credited to the Participant’s account pursuant to
Section 3.2 of the Prior Plan for any plan year beginning after December 31,
1998.
	 
	 	(ii)  	Grandfathered Distribution Elections. If a Participant
made distribution elections under the provisions of the Prior Plan in effect
prior to January 1, 1999 pursuant to which distributions are scheduled to be
made or to begin before January 1, 2001, the Administrator will maintain
separate subaccounts within the Participant’s Account each of which will
evidence amounts credited to the Account pursuant to any such election with
respect to which the Participant has elected an identical form and timing of
distribution.





3.2 Participant Deferral Credits.





	 	(a)  	Prior Plan Deferral Credits. If a Participant made a deferral election
pursuant to the Prior Plan relating to base compensation or annual bonus earned during
2000 for which the deferral credit would have been made to the Participant’s account
under the Prior Plan as of a date after December 31, 2000, the credit will instead be
made to his or her Account as of the same date and in the same amount that the credit
would have been made under the Prior Plan.
	 
	 	(b)  	No Other Deferral Credits. No other deferral credits will be made
pursuant to the Plan.





3.3 Earnings Credits.




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	 	(a)  	Designation of Investment Funds. The Administrator will designate two
or more investment funds which will serve as the basis for determining adjustments
pursuant to this section. The Administrator may, from time to time, designate
additional investment funds or eliminate any previously designated investment funds.
The designation or elimination of a fund pursuant to this subsection is not a Plan
amendment. The Administrator will not be responsible in any manner to any Participant
or other person for any damages, losses, liabilities, costs or expenses of any kind
arising in connection with any designation or elimination of an investment fund.
	 
	 	(b)  	Change in Direction for Existing Account Balance. A Participant may
direct a change in the manner in which his or her existing Account balance is deemed to
be invested among the investment funds designated pursuant to Subsection (a). The
direction will be effective on or as soon as administratively practicable after the
first day of the calendar month that first follows by at least 10 days (or such shorter
period as Plan Rules may allow) the date on which the Administrator receives the
direction from the Participant.
	 
	 	(c)  	Account Adjustment. The Administrator will cause Participants’
Accounts to be separately adjusted as of each Valuation Date, in a manner determined by
the Administrator to be uniform and equitable, to reflect the income, expense, gains,
losses, fees and the like that would have resulted since the last Valuation Date had
the Participant’s investment directions pursuant to this section actually been
implemented. To the extent determined by the Administrator to be necessary in
conjunction with any distribution pursuant to the Plan, the Administrator will cause
the Account from which the distribution is to be made to be adjusted to reflect a good
faith estimate by the Administrator of any fees and other expenditures payable after
the date of the distribution in connection with deemed investment activity in the
Account through and including the date of the distribution. Any such estimate is
binding on the Participating Employer and the person to whom the distribution is made.
	 
	 	(d)  	Administrator’s Obligations and Responsibilities. The sole obligation
of the Administrator with respect to the designation or elimination of any investment
fund designated pursuant to Subsection (a) is to act in accordance with the express
terms of Subsection (a). By way of example and without limiting the previous sentence,
the Administrator is not required, and no course of conduct will cause it to be
required, to investigate or monitor any designated fund to any extent or for any
purpose or to take or refrain from taking any action with respect to a fund because of
any aspect of the performance of the fund. The designation of a limited number of
investment funds is solely for administrative convenience and in no way reflects any
endorsement of any such funds by the Administrator.
	 
	 	(e)  	Deemed Investment. Trust assets are not required to be invested in
accordance with a Participant’s directions and the balance of all Accounts pursuant to
the




5









 






	 	   	Plan will be determined pursuant to this section and other applicable sections of
the Plan without regard to the actual amount of Trust assets.
	 
	 	(f)  	Participant Responsibilities. Each Participant is solely responsible
for any and all consequences of his or her investment directions made pursuant to this
section. Neither any Participating Employer, any of its directors, officers or
employees nor the Administrator has any responsibility to any Participant or other
person for any damages, losses, liabilities, costs or expenses of any kind arising in
connection with any investment direction made by the Participant pursuant to this
section.
	 
	 	(g)  	Prime Rate Method.






	 	(i)  	General. The entire portion of a Participant’s Account
attributable to deferral credits under the Prior Plan for plan years ending
before January 1, 1999 will be credited with earnings in accordance with clause
(ii) unless the Participant elected otherwise in accordance with Section 3.4(i)
of the Prior Plan.
	 
	 	(ii)  	Method. As of the last day of each calendar month, the
Administrator will, in accordance with Plan Rules, credit the Account of each
Participant to whom this clause applies with earnings in an amount equal to the
“applicable percentage” of the average daily balance of the Account for the
month. The applicable percentage for a given month is the monthly equivalent
of the annual prime rate of interest in effect on the first banking day of the
month as reported in The Wall Street Journal or other national financial
publication selected by the Administrator.





3.4 Vesting.




     Each Participant always has a fully vested nonforfeitable interest in his or her Account.



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ARTICLE 4.

DISTRIBUTION




4.1 Distribution to Participant Before Severance or Disability.





	 	(a)  	In-Service Distributions.






	 	(i)  	If a Participant elected pursuant to Section 4.1(a) of the
Prior Plan to receive a distribution of all or any portion of his or her Prior
Plan account as of a specified date or dates after January 1, 2001 and prior to
his or her Severance date or Disability, the election will apply to the
Participant’s Account pursuant to the Plan.
	 
	 	(ii)  	A Participant will be provided with one opportunity to elect to
either delay or cancel each date specified in an election described in clause
(i). An election pursuant to this clause will not be valid and will not have
any effect unless it is made on a properly completed form received by the
Administrator before the first day of the calendar year immediately preceding
the calendar year that includes the distribution date originally specified. If
the Participant made such an election pursuant to Section 4.1(a)(iii) of the
Prior Plan before January 1, 2001, the election will apply to the Participant’s
Account pursuant to the Plan and the Participant is not eligible to make an
election pursuant to this clause (ii).
	 
	 	(iii)  	If the Participant experiences a Severance or Disability
before a specified date, the Participant’s election pursuant to this subsection
will become ineffective on his or her Severance date or Disability and
distribution of his or her remaining Account balance will be made pursuant to
Section 4.2 or 4.3, as the case may be.
	 
	 	(iv)  	Any distribution pursuant to this subsection will be made in a
lump sum cash payment on or as soon as administratively practicable after the
date specified by the Participant. If the Participant elected a specific
dollar amount, the amount of the distribution will be the specified amount or
the balance of the Participant’s Account as of the Valuation Date coinciding
with or immediately preceding the date on which the payment is made (reduced by
the amount of any other distribution from the Account after that Valuation
Date), whichever is less. If the Participant elected a specific percentage of
the Account, the amount of the distribution will be the specified percentage of
the Participant’s Account as of the Valuation Date coinciding with or
immediately preceding the date on which the payment is made (reduced by the
amount of any other distribution from the Account after that Valuation Date).




7









 












	 	(b)  	Withdrawals Due to Unforeseeable Emergency. Prior to a Participant’s
Severance date or Disability, a distribution will be made to a Participant from his or
her Account if the Participant submits a written distribution request to the
Administrator and the Administrator determines that the Participant has experienced an
Unforeseeable Emergency. The amount of the distribution may not exceed the lesser of
(i) the amount necessary to satisfy the emergency, as determined by the Administrator,
and (ii) the balance of the Participant’s Account as of the Valuation Date coinciding
with or immediately preceding the date of the distribution (reduced by the amount of
any other distribution from the Account after that Valuation Date). The distribution
will be made in the form of a lump sum cash payment as soon as administratively
practicable after the Administrator’s determination that the Participant has
experienced an Unforeseeable Emergency.
	 
	 	(c)  	Accelerated Distribution. Prior to a Participant’s Severance date or
Disability, the Participant may elect to receive a distribution in an amount equal to
90 percent of his or her Account balance as of the Valuation Date coinciding with or
immediately preceding the date on which the payment is made (reduced by the amount of
any other distribution from the Account after that Valuation Date), and the remaining
10 percent balance of the Account will be permanently forfeited as of that Valuation
Date. The distribution will be made in the form of a lump sum cash payment as soon as
administratively practicable after the Participant’s properly completed written
election is filed with the Administrator.
	 
	 	(d)  	Reduction of Account Balance. The balance of the Participant’s Account
will be reduced (but not below zero) by the amount of the distribution as of the
beginning of the next day after the Valuation Date coinciding with or last preceding
the date of the distribution.





4.2 Distribution to Participant After Severance or Disability.





	 	(a)  	Time. Distribution to a Participant will be made or commence on or as
soon as administratively practicable after the date of the Participant’s Retirement,
Disability or other Severance.
	 
	 	(b)  	Form.






	 	(i)  	Severance Before Retirement or Disability. Upon a
Participant’s Severance before his or her Retirement or Disability,
distribution to the Participant will be made in the form of a lump sum cash
payment.
	 
	 	(ii)  	Retirement or Disability. Upon a Participant’s
Retirement or Disability, distribution to the Participant will be made in the
form of a lump sum cash payment unless (1) the Participant made a written
election, on a form provided by the Administrator, to receive his or her
distribution in the




8









 






	 	   	form of five, 10 or 15 annual installment cash payments and (2) his or her
properly completed election form is filed with the Administrator before the
first day of the calendar year immediately preceding the calendar year that
includes his or her Retirement or Disability. Not more than once during any
12-month period, a Participant may change an election made pursuant to this
subsection, but the change will not be valid and will not have any effect
unless it is made on a properly completed form received by the Administrator
before the first day of the calendar year immediately preceding the calendar
year that includes the Participant’s Retirement or Disability. Until an
election becomes effective, it will have no effect on any prior election
whether or not such prior election became effective before or after the
Administrator received the later election. When an election becomes
effective, it will automatically supersede any prior election then in
effect. An election or change made pursuant to Section 4.2(b)(ii) of the
Prior Plan will be deemed to be an election or change made pursuant to this
Section 4.2(b)(ii).



	 	(c)  	Amount.









	 	(i)  	Lump Sum. The amount of a lump sum payment from a
Participant’s Account will be equal to the balance of the Account as of the
Valuation Date coinciding with or immediately preceding the date on which the
payment is made (reduced by the amount of any other distribution from the
Account after that Valuation Date).
	 
	 	(ii)  	Installments. The amount of an installment payment
from a Participant’s Account will be determined by dividing the balance of the
Account as of the Valuation Date coinciding with or immediately preceding the
date on which the payment is made (reduced by the amount of any other
distribution from the Account after that Valuation Date) by the total number of
remaining payments (including the current payment). The undistributed portion
of an Account distributed in the form of installment payments will continue to
be credited with earnings in accordance with Section 3.3.






	 	(d)  	Special Rules. The provisions of this subsection apply notwithstanding
Subsection (a), (b) or (c) or any election by a Participant to the contrary.






     (i) Divestitures.




	 	(1)  	If some or all of the assets of a Participating
Employer are sold or otherwise disposed of to an unrelated third party,
the Administrator may, but is not required to, cause to be distributed
the Account of any Participant whose employment with all Affiliates is
terminated in connection with the sale or disposition unless the
acquirer




9









 






	 	   	adopts a successor plan which is substantially similar to the Plan in
all material respects and expressly assumes the Participating
Employer’s obligation to provide benefits to the Participant, in
which case the Participating Employer will cease to have any
obligation to provide benefits to the Participant pursuant to the
Plan as of the effective date of the assumption. Any such
distribution will be made in the form of a lump sum cash payment as
soon as administratively practicable after the date of the sale or
disposition. The amount of the payment will be determined in
accordance with Subsection (c).
	 
	 	(2)  	If a Participating Employer ceases to be an
Affiliate, unless otherwise provided in an agreement between an
Affiliate and the Participating Employer or an Affiliate and an
unrelated third-party acquirer:






	 	(A)  	a Participant who is employed
with the Participating Employer or
	 
	 	(B)  	a Participant who is not employed
with the Participating Employer but has an Account balance
attributable to service with the Participating Employer





will not become entitled to his or her Account balance attributable
to service with the Participating Employer solely as a result of the
cessation and the Participating Employer will, after the date on
which it ceases to be an Affiliate, continue to be solely responsible
to provide benefits to the Participant at least equal to the balance
of the Account as of the effective date of the cessation and as
thereafter increased by deferral credits relating to the period
before the effective date and earnings credits pursuant to Section
3.3.




	 	(ii)  	Withdrawals Due to Unforeseeable Emergency. If a
Participant is receiving installment payments, a distribution will be made to a
Participant from his or her Account if the Participant submits a written
distribution request to the Administrator and the Administrator determines that
the Participant has experienced an Unforeseeable Emergency. The amount of the
distribution may not exceed the lesser of (a) the amount necessary to satisfy
the emergency, as determined by the Administrator, and (b) the balance of the
Participant’s Account as of the Valuation Date coinciding with or immediately
preceding the date of the distribution (reduced by the amount of any other
distribution from the Account after that Valuation Date). The distribution
will be made in the form of a lump sum cash payment as soon as administratively
practicable after the




10









 






	 	   	Administrator’s determination that the Participant has experienced an
Unforeseeable Emergency.
	 
	 	(iii)  	Accelerated Distribution. If a Participant is
receiving installment payments, the Participant may elect to receive a
distribution in an amount equal to 90 percent of his or her Account balance as
of the Valuation Date coinciding with or immediately preceding the date on
which the payment is made (reduced by the amount of any other distribution from
the Account after that Valuation Date), and the remaining 10 percent balance of
the Account will be permanently forfeited as of that Valuation Date. The
distribution will be made in the form of a lump sum cash payment as soon as
administratively practicable after the Participant’s properly completed written
election is filed with the Administrator.






	 	(e)  	Reduction of Account Balance. The balance of the Account from which a
distribution is made will be reduced (but not below zero) by the amount of the
distribution as of the beginning of the next day after the Valuation Date coinciding
with or last preceding the date of the distribution.





4.3 Distribution to Beneficiary.





	 	(a)  	Time. Distribution to a Beneficiary will be made as soon as
administratively practicable after the date on which the Administrator receives notice
of the Participant’s death and determines that the Beneficiary is entitled to receive
the distribution.
	 
	 	(b)  	Form. Distribution to the Participant’s Beneficiary will be made in
the form of a lump sum cash payment whether or not payments had commenced to the
Participant in the form of installments prior to his or her death.
	 
	 	(c)  	Amount. The amount of a lump sum payment will be equal to the balance
of the Participant’s Account as of the Valuation Date coinciding with or immediately
preceding the date on which the payment is made (reduced by the amount of any other
distribution from the Account after that Valuation Date). In addition, if the
Participant dies before his or her Severance date or Disability and the Administrator
determines that the death is not attributable to the Participant’s suicide committed
during the first calendar year beginning after December 31, 1998 for which deferrals
were credited to the Participant’s account under the Prior Plan or are credited to the
Participant’s Account under the Plan pursuant to Section 3.2(a) or the next following
calendar year, the Beneficiary will also receive an amount equal to twice the
Participant’s total deferrals pursuant to the Prior Plan and the Plan for all years
(exclusive of earnings on the deferrals). If there are multiple Beneficiaries, the
total amount distributed will be divided among the Beneficiaries as directed by the
Participant in the Beneficiary designation.




11









 






	 	(d)  	Reduction of Account Balance. The balance of the Account from which a
distribution is made will be reduced (but not below zero) by the amount of the
distribution as of the beginning of the next day after the Valuation Date coinciding
with or immediately preceding the date of the distribution.
	 
	 	(e)  	Beneficiary Designation.






	 	(i)  	Each Participant may designate, on a form furnished by the
Administrator, one or more primary Beneficiaries or alternative Beneficiaries
to receive all or a specified part of his or her Account, and the additional
amount described in Subsection (c), after his or her death, and the Participant
may change or revoke any such designation from time to time. No such
designation, change or revocation is effective unless executed by the
Participant and received by the Administrator during the Participant’s
lifetime. No designation of a Beneficiary other than the Participant’s spouse
is effective unless the spouse consents to the designation or the Administrator
determines that spousal consent cannot be obtained because the spouse cannot
reasonably be located or is legally incapable of consenting. The consent must
be in writing, must acknowledge the effect of the election and must be
witnessed by a notary public. The consent is effective only with respect to
the Beneficiary or class of Beneficiaries so designated and only with respect
to the spouse who so consented.
	 
	 	(ii)  	If a Participant—






	 	(1)  	fails to designate a Beneficiary, or
	 
	 	(2)  	revokes a Beneficiary designation without
naming another Beneficiary, or
	 
	 	(3)  	designates one or more Beneficiaries, none of
whom survives the Participant or exists at the time in question,





for all or any portion of his or her Account, such Account or portion will
be paid to the Participant’s surviving spouse or, if the Participant is not
survived by a spouse, to the representative of the Participant’s estate.




	 	(iii)  	The automatic Beneficiaries specified above and, unless the
designation otherwise specifies, the Beneficiaries designated by the
Participant, become fixed as of the Participant’s death so that, if a
Beneficiary survives the Participant but dies before the receipt of the payment
due such Beneficiary, the payment will be made to the representative of such
Beneficiary’s estate. Any designation of a Beneficiary by name that is
accompanied by a description of relationship or only by statement of
relationship to the Participant is effective only to designate the person or




12









 






	 	   	persons standing in such relationship to the Participant at the
Participant’s death.
	 
	 	(iv)  	A beneficiary designation made pursuant to the provisions of
the Prior Plan and in effect at the close of business on December 31, 2000 will
remain in effect under the Plan until changed or revoked pursuant to the Plan.





4.4 Nondeductibility. 




     If the Company determines in good faith that there is a reasonable likelihood that any
compensation paid to a Participant by an Affiliate for a taxable year of the Affiliate would not be
deductible by the Affiliate solely by reason of the limitation under Code section 162(m), to the
extent deemed necessary by the Company to ensure that the entire amount of any distribution to the
Participant pursuant to the Plan is deductible, notwithstanding any other provision of the Plan or
any election by the Participant to the contrary, all or any portion of the distribution may be
deferred. Any amounts deferred pursuant to this section will continue to be credited with earnings
in accordance with Section 3.3. The deferred amounts and earnings thereon will be distributed to
the Participant, or to his or her Beneficiary in the case of the Participant’s death, at the
earliest possible date, as determined by the Company in good faith, on which the deductibility of
compensation paid or payable to the Participant for the taxable year of the Affiliate during which
the distribution is made will not be limited by Code section 162(m).



4.5 Payment in Event of Incapacity.




     If any individual entitled to receive any payment under the Plan is, in the judgment of the
Administrator, physically, mentally or legally incapable of receiving or acknowledging receipt of
the payment, and no legal representative has been appointed for the individual, the Administrator
may (but is not required to) cause the payment to be made to any one or more of the following as
may be chosen by the Administrator: the Beneficiary (in the case of the incapacity of a
Participant); the institution maintaining the individual; a custodian for the individual under the
Uniform Transfers to Minors Act of any state; or the individual’s spouse, children, parents, or
other relatives by blood or marriage. The Administrator is not required to see to the proper
application of any such payment and the payment completely discharges all claims under the Plan
against the Participating Employer, the Plan and Trust to the extent of the payment.



4.6 Suspension.




     If a Participant who is receiving installment payments again becomes an employee of an
Affiliate, the installment payments will stop. The remaining balance of the Participant’s Account
will be distributed upon the Participant’s subsequent Severance or Disability in accordance with
Article 4 without regard to any election made pursuant to Section 4.2(b)(ii) prior to the
Participant’s last preceding Retirement or Disability.



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ARTICLE 5.

SOURCE OF PAYMENTS; NATURE OF INTEREST




5.1 Establishment of Trust.




     A Participating Employer may establish a Trust, or may be covered by a Trust established by
another Participating Employer, with an independent corporate trustee. The Trust must (a) be a
grantor trust with respect to which the Participating Employer is treated as the grantor for
purposes of Code section 677, (b) not cause the Plan to be funded for purposes of Title I of ERISA
and (c) provide that the Trust assets will, upon the insolvency of a Participating Employer, be
used to satisfy claims of the Participating Employer’s general creditors. The Participating
Employers may from time to time transfer to the Trust cash, marketable securities or other property
acceptable to the Trustee in accordance with the terms of the Trust.



5.2 Source of Payments.





	 	(a)  	Each Participating Employer will pay, from its general assets, the portion of
any benefit pursuant to Article 4 or Section 6.3 or 6.4 attributable to a Participant’s
Account with respect to that Participating Employer, and all costs, charges and
expenses relating thereto.
	 
	 	(b)  	The Trustee will make distributions to Participants and Beneficiaries from the
Trust in satisfaction of a Participating Employer’s obligations under the Plan in
accordance with the terms of the Trust. The Participating Employer is responsible for
paying any benefits attributable to a Participant’s Account with respect to that
Participating Employer that are not paid by the Trust.





5.3 Status of Plan.




     Nothing contained in the Plan or Trust is to be construed as providing for assets to be held
for the benefit of any Participant or any other person or persons to whom benefits are to be paid
pursuant to the terms of the Plan, the Participant’s or other person’s only interest under the Plan
being the right to receive benefits in accordance with the terms of the Plan. The Trust is
established only for the convenience of the Participating Employers and the Participants, and no
Participant has any interest in the assets of the Trust. To the extent the Participant or any
other person acquires a right to receive benefits under the Plan or the Trust, such right is no
greater than the right of any unsecured general creditor of the Participating Employer.



5.4 Non-assignability of Benefits.




     The benefits payable under the Plan and the right to receive future benefits under the Plan
may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered or subjected to
any charge or legal process.



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ARTICLE 6.

AMENDMENT, TERMINATION




6.1 Amendment.





	 	(a)  	Right. The Company reserves the right to amend the Plan at any time to
any extent that it may deem advisable.
	 
	 	(b)  	Method. To be effective, an amendment must be stated in a written
instrument approved in advance or ratified by the Company’s Board and executed in the
name of the Company by two of its officers.
	 
	 	(c)  	Binding Effect. An amendment adopted in accordance with Subsection (b)
is binding on all interested parties as of the effective date stated in the amendment;
provided, however, that no amendment may retroactively deprive any Participant, or the
Beneficiary of a deceased Participant, of any benefit to which he or she is entitled
under the terms of the Plan in effect immediately prior to the effective date of the
amendment or the date on which the amendment is adopted, whichever is later.
	 
	 	(d)  	Prime Rate Investment Fund. An amendment which changes the method of
crediting earnings described in Section 3.3(g)(ii) will be effective only if the
Company’s Board determines in good faith that on the date on which the amendment is
approved by the Board, it is reasonably likely that, in the long run, the new method
will not result in materially lower earnings credits than the method described in
Section 3.3(g)(ii).
	 
	 	(e)  	Applicability to Participants Who Have Experienced a Severance or
Disability. The provisions of the Plan in effect on a Participant’s Severance date
or Disability will, except as otherwise expressly provided by a subsequent amendment,
continue to apply to such Participant.





6.2 Termination of Participation.




     Notwithstanding any other provision of the Plan to the contrary, if determined by the
Administrator to be necessary to ensure that the Plan is exempt from ERISA to the extent
contemplated by Section 1.3, or upon the Administrator’s determination that a Participant’s
interest in the Plan has been or is likely to be includable in the Participant’s gross income for
federal income tax purposes prior to the actual payment of benefits pursuant to the Plan, the
Administrator may take any or all of the following steps:




	 	(a)  	terminate the Participant’s future participation in the Plan;




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	 	(b)  	cause the Participant’s entire interest in the Plan to be distributed to the
Participant in the form of an immediate lump sum cash payment in an amount determined
in accordance with Section 4.2(c); and/or
	 
	 	(c)  	transfer the benefits that would otherwise be payable pursuant to the Plan for
all or any of the Participants to a new plan that is similar in all material respects
(other than those which require the action in question to be taken.)





6.3 Termination.




     The Company reserves the right to terminate the Plan in its entirety at any time. Each
Participating Employer reserves the right to cease its participation in the Plan at any time. The
Plan will terminate in its entirety or with respect to a particular Participating Employer as of
the date specified by the Company or such Participating Employer in a written instrument adopted in
the same manner as an amendment. Upon the termination of the Plan in its entirety or with respect
to any Participating Employer, the Company or Participating Employer, as the case may be, will
either cause (a) any benefits to which Participants have become entitled prior to the effective
date of the termination to continue to be paid in accordance with the provisions of Article 4 or
(b) the entire interest in the Plan of any or all Participants, or the Beneficiaries of any or all
deceased Participants, to be distributed in the form of an immediate lump sum cash payment in an
amount determined in accordance with Section 4.2(c).



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ARTICLE 7.

DEFINITIONS, CONSTRUCTION AND INTERPRETATION




     The definitions and rules of construction and interpretation set forth in this article apply
in construing the Plan unless the context otherwise indicates.



7.1 Account.




     “Account” means the bookkeeping account maintained with respect to a Participant pursuant to
Section 3.1.



7.2 Administrator.




     “Administrator” means the Company or the person to whom administrative duties are delegated
pursuant to the provisions of Section 8.1, as the context requires.



7.3 Affiliate.




     “Affiliate” means the Company and any corporation at least a majority of whose outstanding
securities ordinarily having the right to vote at elections of directors is owned, directly or
indirectly, by the Company.



7.4 Board.




     “Board” means the board of directors of the Affiliate in question. When the Plan provides for
an action to be taken by the Board, the action may be taken by any committee or individual
authorized to take such action pursuant to a proper delegation by the board of directors in
question.



7.5 Beneficiary.




     “Beneficiary” with respect to a Participant is the person designated or otherwise determined
under the provisions of Section 4.3(e) as the distributee of benefits payable after the
Participant’s death. A person designated or otherwise determined to be a Beneficiary under the
terms of the Plan has no interest in or right under the Plan until the Participant in question has
died. A Beneficiary will cease to be such on the day on which all benefits to which he, she or it
is entitled under the Plan have been distributed.



7.6 Code.




     “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific
provision of the Code includes a reference to that provision as it may be amended from time to time
and to any successor provision.




	7.7  	Company.




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     “Company” means Ceridian Corporation, a Delaware corporation, to be renamed Arbitron Inc.



7.8 Cross Reference.




     References within a section of the Plan to a particular subsection refer to that subsection
within the same section and references within a section or subsection to a particular clause refer
to that clause within the same section or subsection, as the case may be.



7.9 Disability.




     “Disability” means a disability for which a Participant is receiving disability benefits
pursuant to a long-term disability plan maintained by an Affiliate or as a result of which the
Participant is certified as being disabled by the Social Security Administration and is receiving
disability benefits under the disability provisions of the Social Security Act. The Participant
must provide the Administrator with proof of his or her Disability that is satisfactory to the
Administrator. For purposes of the Plan, a Disability occurs on the date following the
Administrator’s receipt of such proof on which the Administrator determines that the Participant
has experienced a Disability.



7.10 ERISA.




     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. Any reference
to a specific provision of ERISA includes a reference to that provision as it may be amended from
time to time and to any successor provision.



7.11 Governing Law.




     To the extent that state law is not preempted by the provisions of ERISA, or any other laws of
the United States, all questions pertaining to the construction, validity, effect and enforcement
of the Plan will be determined in accordance with the internal, substantive laws of the State of
Minnesota without regard to the conflict of law rules of the State of Minnesota or any other
jurisdiction.



7.12 Headings.




     The headings of articles and sections are included solely for convenience of reference; if
there exists any conflict between such headings and the text of the Plan, the text will control.



7.13 Number and Gender.




     Wherever appropriate, the singular may be read as the plural, the plural may be read as the
singular and one gender may be read as the other gender.




	7.14  	Participant.




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     “Participant” means an individual who (a) on December 31, 2000, was a participant in the Prior
Plan and whose account balance under the Prior Plan as of the close of business on December 31,
2000 (other than the portion of such account balance, if any, scheduled to be distributed pursuant
to the Prior Plan on January 1, 2001) was credited to his or her Account as of January 1, 2001 and
(b) has not ceased to be a Participant pursuant to Section 2.3.



7.15 Participating Employer.




     “Participating Employer” means the Company and any other Affiliate that has adopted the Plan,
or all of them collectively, as the context requires. An Affiliate will cease to be a
Participating Employer upon a termination of the Plan as to its employees and the satisfaction in
full of all of its obligations under the Plan or upon its ceasing to be an Affiliate.



7.16 Plan.




     “Plan” means the Arbitron Executive Investment Plan, as from time to time amended or restated.



7.17 Plan Rules.




     “Plan Rules” are rules, policies, practices or procedures adopted by the Administrator
pursuant to Section 8.2.



7.18 Prior Plan.




     “Prior Plan” means the Ceridian Corporation Executive Investment Plan.



7.19 Retirement.




     “Retirement” means a Participant’s Severance after his or her




	 	(a)  	attainment of age 65 or
	 
	 	(b)  	attainment of age 55 and completion of at least 15 years of “vesting service”
(within the meaning of the Company’s 401(k) Plan as in effect at the time in question).





7.20 Severance.




     “Severance” means the date on which a Participant has completely severed his or her employment
relationship with all Affiliates.



7.21 Trust.




     “Trust” means any trust or trusts established by a Participating Employer pursuant to Section
5.1.



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7.22 Trustee.




     “Trustee” means the independent corporate trustee or trustees that at the relevant time has or
have been appointed to act as Trustee of the Trust.



7.23 Unforeseeable Emergency.




     “Unforeseeable Emergency” means an unanticipated emergency that is caused by an event beyond
the Participant’s or Beneficiary’s control resulting in a severe financial hardship that cannot be
satisfied through other means. The existence of an unforeseeable emergency will be determined by
the Administrator.



7.24 Valuation Date.




     “Valuation Date” means, prior to the first Valuation Date in calendar year 2001, the close of
business on December 31, 2000 with respect to a Participant’s account balance under the Prior Plan
credited to his or her Account as of January 1, 2001, and, thereafter, the last day of each
calendar month on which the New York Stock Exchange is open for regular business and any interim
dates selected by the Administrator.



20









 





ARTICLE 8.

ADMINISTRATION




8.1 Administrator.




     The general administration of the Plan and the duty to carry out its provisions is vested in
the Company. The Company may delegate such duty or any portion thereof to a named person or
persons and may from time to time revoke such authority and delegate it to another person or
persons.



8.2 Plan Rules and Regulations.




     The Administrator has the discretionary power and authority to make such Plan Rules as the
Administrator determines to be consistent with the terms, and necessary or advisable in connection
with the administration, of the Plan and to modify or rescind any such Plan Rules.



8.3 Administrator’s Discretion.




     The Administrator has the discretionary power and authority to make all determinations
necessary for administration of the Plan, except those determinations that the Plan requires others
to make, and to construe, interpret, apply and enforce the provisions of the Plan and Plan Rules
whenever necessary to carry out its intent and purpose and to facilitate its administration,
including, without limitation, the discretionary power and authority to remedy ambiguities,
inconsistencies, omissions and erroneous benefit calculations. In the exercise of its
discretionary power and authority, the Administrator will treat all similarly situated persons
uniformly.



8.4 Specialist’s Assistance.




     The Administrator may retain such actuarial, accounting, legal, clerical and other services as
may reasonably be required in the administration of the Plan, and may pay reasonable compensation
for such services. All costs of administering the Plan will be paid by the Participating
Employers.



8.5 Indemnification.




     The Participating Employers jointly and severally agree to indemnify and hold harmless, to the
extent permitted by law, each director, officer, and employee of any Affiliates against any and all
liabilities, losses, costs and expenses (including legal fees) of every kind and nature that may be
imposed on, incurred by, or asserted against such person at any time by reason of such person’s
services in connection with the Plan, but only if such person did not act dishonestly or in bad
faith or in willful violation of the law or regulations under which such liability, loss, cost or
expense arises. The Participating Employers have the right, but not the obligation, to select
counsel and control the defense and settlement of any action for which a person may be entitled to
indemnification under this provision.



21









 





8.6 Benefit Claim Procedure.





	 	(a)  	If a request for a benefit by a Participant or Beneficiary of a deceased
Participant is denied in whole or in part, he or she may, not later than 30 days after
the denial, file with the Administrator a written claim objecting to the denial.
	 
	 	(b)  	The Administrator, not later than 90 days after receipt of such claim, will
render a written decision to the claimant on the claim. If the claim is denied, in
whole or in part, such decision will include the reason or reasons for the denial; a
reference to the Plan provisions on which the denial is based; a description of any
additional material or information, if any, necessary for the claimant to perfect his
or her claim; an explanation as to why such information or material is necessary; and
an explanation of the Plan’s claim procedure.
	 
	 	(c)  	The claimant may file with the Administrator, not later than 60 days after
receiving the Administrator’s written decision, a written notice of request for review
of the Administrator’s decision, and the claimant or his or her representative may
thereafter review relevant Plan documents which relate to the claim and may submit
written comments to the Administrator.
	 
	 	(d)  	Not later than 60 days after receipt of such review request, the Administrator
will render a written decision on the claim, which decision will include the specific
reasons for the decision, including a reference to the Plan’s specific provisions where
appropriate.
	 
	 	(e)  	The foregoing 90- and 60-day periods during which the Administrator must
respond to the claimant may be extended by up to an additional 90- or 60 days,
respectively, if special circumstances beyond the Administrator’s control so require
and notice of such extension is given to the claimant prior to the expiration of such
initial 90- or 60-day period, as the case may be.
	 
	 	(f)  	A Participant or Beneficiary must exhaust the procedure described in this
section before making any claim of entitlement to benefits pursuant to the Plan in any
court or other proceeding.





8.7 Disputes.





	 	(a)  	In the case of a dispute between a Participant or his or her Beneficiary and a
Participating Employer, the Administrator or other person relating to or arising from
the Plan, the United States District Court for the District of Minnesota is a proper
venue for any action initiated by or against the Participating Employer, Administrator
or other person and such court will have personal jurisdiction over any Participant or
Beneficiary named in the action.




22









 






	 	(b)  	Regardless of where an action relating to or arising from the participation in
the Plan by any Participant is pending, the law as stated and applied by the United
States Court of Appeals for the Eighth Circuit or the United States District Court for
the District of Minnesota will apply to and control all actions relating to the Plan
brought against the Plan, a Participating Employer, the Administrator or any other
person or against any such Participant or his or her Beneficiary.




23









 











ARTICLE 9.

MISCELLANEOUS




9.1 Withholding and Offsets.




     The Participating Employers and the Trustee retain the right to withhold from any
compensation, deferral and/or benefit payment pursuant to the Plan, any and all income, employment,
excise and other tax as the Participating Employers or Trustee deems necessary and the
Participating Employers may offset against amounts then payable to a Participant or Beneficiary
under the Plan any amounts then owing to the Participating Employers by such Participant or
Beneficiary.



9.2 Other Benefits.




     Neither amounts deferred nor amounts paid pursuant to the Plan constitute salary or
compensation for the purpose of computing benefits under any other benefit plan, practice, policy
or procedure of a Participating Employer unless otherwise expressly provided thereunder.



9.3 No Warranties Regarding Tax Treatment.




     The Participating Employers make no warranties regarding the tax treatment to any person of
any deferrals or payments made pursuant to the Plan and each Participant will hold the
Administrator and the Participating Employers and their officers, directors, employees, agents and
advisors harmless from any liability resulting from any tax position taken in good faith in
connection with the Plan.



9.4 No Rights to Continued Service Created.




     Neither the establishment of nor participation in the Plan gives any individual the right to
continued employment or limits the right of the Participating Employer to discharge, transfer,
demote, modify terms and conditions of employment or otherwise deal with any individual without
regard to the effect which such action might have on him or her with respect to the Plan.



9.5 Special Provisions.




     Special provisions of the Plan applicable only to certain Participants may be set forth on an
exhibit to the Plan adopted in the same manner as an amendment to the Plan. In the event of a
conflict between the terms of the exhibit and the terms of the Plan, the exhibit controls. Except
as otherwise expressly provided in the exhibit, the generally applicable terms of the Plan control
all matters not covered by the exhibit.



9.6 Successors.




     Except as otherwise expressly provided in the Plan, all obligations of the Participating
Employers under the Plan are binding on any successor to the Participating Employer whether the
existence of such successor is the result of a direct or indirect purchase, merger,
consolidation or otherwise of all or substantially all of the business and/or assets of the
Participating Employer.




24