will pay your Base Salary in accordance with the Company’s regular payroll practices. The Boardwill review your Base Salary no less frequently than annually. If increased, the increased BaseSalary will become the Base Salary for all purposes of this Agreement. Your Base Salary will notbe decreased without your written consent.          (b) ***Incentive Bonus.***Upon meeting the applicable performance criteria established by theCompany’s Compensation and Human Resources Committee of the Board (the “***Compensation Committee***”) inits sole discretion, you will be eligible to receive an annual incentive bonus (the “***Annual Bonus***”)for a given fiscal year of the Company targeted at an amount equal to 100% of your Base Salary ineffect at the beginning of such fiscal year (“***Target Bonus***”). For performance exceeding suchapplicable performance criteria in the sole judgment of the Compensation Committee, the AnnualBonus will be increased to an amount in excess of the Target Bonus up to a maximum of 200% of yourBase Salary in effect at the beginning of such fiscal year, which additional bonus amount theCompensation Committee will determine in its sole discretion. The Annual Bonus, if any, will bepaid when other executives receive their bonuses under comparable arrangements but, in any event,between January 1 and April 30 of the year following the year with respect to with it is earned.The Company will pay you the 2009 Annual Bonus in the minimum amount of $250,000 provided that youare an employee in good standing as of December 31, 2009.          (c) ***Compensatory Stock Awards.***Subject to the Compensation Committee’s approval, as soon asadministratively practicable on or following the Effective Date, the Company will grant you anequity award to be valued at $1,250,000 on the date of grant, with the award divided by value into50% stock options and 50% restricted stock units (where the value for the options is determinedusing the Company’s standard Black-Scholes assumptions applied as of the date of grant and wherethe value for the restricted stock units is determined by dividing the target value for therestricted stock units by the Common Stock’s fair market value on the date of grant) (the“***Inducement Grant***”), each with respect to the Company’s common stock, par value $0.50 (the “***CommonStock***”). Subject to the Compensation Committee’s further approval, you will receive an additionalgrant (the “***First Year Grant***”) prior to or in connection with the February 2009 grant cycle, valuedat $1,250,000 and divided into options and restricted stock units in the same manner as theInducement Grant but based on the fair market value of the Common Stock on the First Year Grantdate. Grants will be under the Company’s 1999 Stock Incentive Plan or 2008 Equity CompensationPlan as the Compensation Committee selects (as applicable and with any successor plan, the “***StockPlan***”). Assuming continued employment, the options under the Inducement and First Year Grants willeach vest in equal amounts on an annual basis over a three year period following the date of grant(beginning with one-third on the first anniversary), and otherwise will contain the same terms andconditions as the Company’s standard form of nonqualified stock option agreement adopted for useunder the applicable Stock Plan, except as modified by this Agreement. Assuming continuedemployment, the restricted stock units under the Inducement and First Year Grants will each vest inequal amounts on an annual basis over a four year period following the date of grant (beginningwith 25% on the first anniversary) and otherwise will contain the same terms and conditions as theCompany’s standard form of restricted stock unit agreement adopted for use under the applicableStock Plan, except as modified by this Agreement. The Compensation Committee at its solediscretion will consider the grant of additional compensatory stock awards to you no lessfrequently than annually.
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     (d) ***Relocation Expenses and Temporary Living Expenses***. The Company directs you to work at itsColumbia, Maryland headquarters and will assist in relocation expenses. You agree that you willuse best efforts to relocate your primary residence during 2009. Providing that you relocate to aresidence in proximity to Columbia, Maryland, the Company will reimburse you for relocationexpenses and temporary living expenses up to a maximum of $300,000. The residual balance ofrelocation expenses and temporary living expenses will expire if not used by December 31, 2010.Qualified relocation and temporary living expenses will cover real estate commission fees andtransfer tax fees for the sale of your residence in New Jersey, moving costs, temporary housingrental fees, moving costs, legal fees, inspection fees, mortgage financing fees for the purchase ofyour new residence in proximity to the Company’s headquarters in Columbia, Maryland and applicablegross-up for federal taxes. Without limiting the foregoing and notwithstanding any other provisionof this Agreement to the contrary, in no event will reimbursement for temporary housing rental feesexceed $5,000 for any month. Any payments or expenses provided in this Section 4(d) will be paidin accordance with Section 7(c). If your employment ends before December 31, 2010 (the “***RelocationRepayment Date***”) as a result of your resignation or your termination for Cause, you agree to repaya pro rata portion of the relocation expenses, with the proration determined based on the number ofdays remaining between the date your employment ends and the Relocation Repayment Date as comparedwith the total number of days between the Effective Date and the Relocation Repayment Date.     (e) ***Tax Preparation and Financial Planning***. The Company will pay you an annual allowance of$10,000 for tax preparation and financial planning. Any payments or expenses provided in thisSection 4(e) will be paid in accordance with Section 7(c).     **5. *****Employee Benefits***.          (a) ***Employee Welfare and Retirement Plans.***You will, to the extent eligible, be entitled toparticipate at a level commensurate with your position in all employee welfare benefit andretirement plans and programs the Company provides to its executives in accordance with Companypolicies.          (b) ***Business Expenses.***Upon submission of appropriate documentation in accordance with itspolicies , the Company will promptly pay to or reimburse you for all reasonable business expensesthat you incur in performing your duties under this Agreement, including, but not limited to,travel, entertainment, professional dues and subscriptions, as long as such expenses arereimbursable under the Company’s policies. Any payments or expenses provided in this Section 5(b)will be paid in accordance with Section 7(c).          (c) ***Paid Time Off.***You will be entitled to paid time off in accordance with the standardwritten policies of the Company with regard to executives.     ***6. Termination of At-Will Employment.***          (a) ***General***. Subject in each case to the provisions of this Section 6, nothing in thisAgreement interferes with or limits in any way the Company’s right to terminate your employment atany time, for any reason or no reason, with or without notice, and nothing in this Agreementconfers on you any right to continue in the Company’s employ. If your employment ceases due todeath or for any other reason or for no reason, you will be entitled to receive (in addition to anycompensation and benefits you are entitled to receive under Section 6(b) or 6(c) below): (i) anyearned but unpaid Base Salary through and including the date of termination of
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your employment, (ii) any earned but unpaid Annual Bonus, (iii) unreimbursed business expenses inaccordance with the Company’s policies; (iv) unpaid relocation or temporary living expensesincurred as of such date (subject to the requirements of Section 4(d)); and (v) any amounts orbenefits to which you are then entitled under the terms of the benefit plans then sponsored by theCompany in accordance with their terms (and not accelerated to the extent acceleration does notsatisfy Section 409A of the Internal Revenue Code of 1986, as amended (“***Section 409A***” of the“***Code***”)). Notwithstanding any other provision in this Agreement to the contrary, any severancebenefits to which you may be entitled will be provided exclusively through the terms of thisSection 6 of this Agreement.          (b) ***Termination Without Cause.***If, during the Employment Term, the Company terminates youremployment without Cause (defined below), you will be entitled to the following severance benefits:          (i) *Cash Severance*. The Company will pay to you in cash (i) an amount equal to twotimes your Base Salary, paid in equal installments over a 24 month period following theEffective Release Date (as defined below) in accordance with the Company’s standard payrollpolicies and procedures and in a manner not inconsistent with Section 7 hereof, and (ii) abonus component (the “***Bonus Component***”). If you are terminated without cause during 2009,the Bonus Component will be $500,000. If, for subsequent years, the Annual Bonus for youryear of termination is determined by the Compensation Committee under a program intended toqualify as performance-based for purposes of Section 162(m) of the Code (an “***Exempt Bonus***”),you will be paid the Bonus Component under the timing provided in Section 4(b) of thisAgreement as though you had remained employed, with the Bonus Component determined under thefactors for such Annual Bonus, but without the exercise by the Compensation Committee ofnegative discretion as provided in Treas. Reg. § 1.162-27(e)(2)(iii)(A) (with theexpectation, if all performance factors are satisfied, that the Bonus Component would be twotimes Target Bonus). If the Annual Bonus for your year of termination is not intended to bean Exempt Bonus, the Bonus Component will be two times Target Bonus paid in the timingprovided in Section 4(b) of this Agreement.          (ii) *Benefits*. The Company will also pay the full cost of the health care premiumsotherwise payable by you upon your election of health care continuation coverage foryourself and your qualified beneficiaries as provided under the Consolidated Omnibus BudgetReconciliation Act of 1985 (“***COBRA***”) until the earlier of 18 months or your ceasing toqualify for COBRA coverage (such as by obtaining subsequent coverage).          (iii) *Release*. To receive any severance benefits provided for under this Agreement orotherwise, you must deliver to the Company of a general release of claims on the form theCompany provides, which must become irrevocable within 60 days following the date of yourtermination of employment. Benefits will be paid or commence no later than 30 days aftersuch release becomes effective (except for delays described above for the Bonus Component);*provided, however*, that if the last day of the 60 day period for an effective release fallsin the calendar year following the year of your date of termination, the severance paymentswill be paid or commence no earlier than January 1 of such subsequent calendar year. Thedate on which your release of claims
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becomes effective is the “***Effective Release Date***.” You must continue to comply with thecovenants under Sections 8 and 9 below to continue to receive severance benefits.          (c) ***Change in Control*****.**If, within 12 months following a Change in Control, your employmentends on a termination without Cause, in addition to the compensation and benefits described inSection 2(b)(i) and (ii) above and subject to the release required under Section 2(b)(iii), anyoutstanding equity compensation awards will fully and immediately vest and, as applicable, becomeexercisable, provided that the Board will have the right to suspend exercises or sales with respectto such equity compensation pending satisfaction of the release requirement, and provided that thevesting will not accelerate the distribution of shares underlying equity awards if suchacceleration would trigger taxation under Section 409A(a)(1)(B). The treatment in this Section6(c) applies notwithstanding any contrary provisions in the applicable Stock Plan or any awardagreement. For the purpose of this Agreement, “***Change of Control***” means:          (i) consummation of a merger or consolidation to which the Company is a party if theindividuals and entities who were stockholders of the Company immediately before theeffective date of such merger or consolidation have beneficial ownership (as defined inRule 13d-3 under the Exchange Act) of less than 50% of the total combined voting power forelection of directors of the surviving Company immediately following the effective date ofsuch merger or consolidation; or          (ii)  the direct or indirect beneficial ownership (as defined in Rule 13d-3 under theExchange Act) in the aggregate of securities of the Company representing 51% or more of thetotal combined voting power of the Company’s then issued and outstanding securities by anyperson or entity, or group of associated persons or entities acting in concert; provided,however, that for purposes hereof, any acquisition by any employee benefit plan (or relatedtrust) sponsored or maintained by the Company or any corporation controlled by the Companywill not constitute a Change of Control; or          (iii) the direct or indirect beneficial ownership (as defined in Rule 13d-3 under theExchange Act) in the aggregate of securities of the Company representing 25% or more of thetotal combined voting power of the Company’s then issued and outstanding securities by anyperson or entity, or group of associated persons or entities acting in concert if suchacquisition is not approved by the Board before any such acquisition; *provided*, *however*,that for purposes hereof, any acquisition by any employee benefit plan (or related trust)sponsored or maintained by the Company or any corporation controlled by the Company will notconstitute a Change of Control; or          (iv) consummation of the sale of the properties and assets of the Company,substantially as an entirety, to any person or entity which is not a wholly-owned subsidiaryof the Company; or          (v) the liquidation of the Company is consummated; or          (vi) a change in the composition of the Board at any time during any consecutive24-month period such that the Continuity Directors cease for any reason to constitute atleast a 70 % majority of the Board. For purposes of this clause, “***Continuity***
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***Directors***” means those members of the Board who either (A) were directors at thebeginning of such consecutive 24-month period, or (B) were elected by, or on the nominationor recommendation of, at least a two-thirds majority of the then-existing Board.          (d) ***Termination for Cause.***          (i) *General*. If, during the Employment Term, the Company terminates your employmentfor Cause, you will be entitled only to the payments described in Section 6(a) (excluding,on a termination for Cause, clause (ii) of Section 6(a)). You will have no further right toreceive any other compensation or benefits after such termination or resignation ofemployment, except as determined in accordance with the terms of the employee benefit plansor programs of the Company or as required by law.          (ii) *Cause*. For purposes of this Agreement, “***Cause***” means termination of youremployment because of (i) fraud; (ii) misrepresentation; (iii) theft or embezzlement ofassets of the Company; (iv) your conviction, or plea of guilty or nolo contendere to anyfelony (or to a felony charge reduced to a misdemeanor), or, with respect to youremployment, to any misdemeanor (other than a traffic violation), or your intentionalviolations of law involving moral turpitude; (v) material failure to follow the Company’sconduct and ethics policies; and/or (vi) your continued failure to attempt in good faith toperform your duties as reasonably assigned by the Board to you for a period of 60 days aftera written demand for such performance that specifically identifies the manner in which it isalleged you have not attempted in good faith to perform such duties.          (e) ***Death or Disability.***Your employment hereunder will terminate immediately upon yourdeath, or if the Board, based upon appropriate medical evidence, determines you have becomephysically or mentally incapacitated so as to render you incapable of performing your usual andcustomary duties as President and Chief Executive Officer of the Company for a continuous period inexcess of 180 days. Employment termination under this subsection is not covered by Section 6(b) or6(c).          (f) ***Further Effect of Termination on Board and Officer Positions***. If your employment ends forany reason, you agree that you will cease immediately to hold any and all officer or directorpositions you then have with the Company or any affiliate, absent a contrary direction from theBoard (which may include either a request to continue such service or a direction to cease servingupon notice without regard to whether your employment has ended), except to the extent that youreasonably and in good faith determine that ceasing to serve as a director would breach yourfiduciary duties to the Company. You hereby irrevocably appoint the Company to be your attorney toexecute any documents to effect your ceasing to serve as a director and officer of the Company andany subsidiary, should you fail to resign following a request from the Company to do so. A writtennotification signed by a director or duly authorized officer of the Company that any instrument,document or act falls within the authority conferred by this clause will be conclusive evidencethat it does so. The Company will prepare any documents, pay any filing fees, and bear any otherexpenses related to this section.
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     7. ***Effect of Section 409A of the Code*****.**          (a) ***Six Month Delay***. If and to the extent any portion of any payment, compensation or otherbenefit provided to you in connection with your separation from service (as defined in Section 409Aof Code) is determined to constitute “nonqualified deferred compensation” within the meaning ofSection 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code,as determined by the Company in accordance with its procedures, by which determination you herebyagree that you are bound, such portion of the payment, compensation or other benefit will not bepaid before the earlier of (i) the day that is six months plus one day after the date of separationfrom service (as determined under Section 409A) or (ii) the tenth (10th) day after the date of yourdeath (as applicable, the “***New Payment Date***”). The aggregate of any payments that otherwise wouldhave been paid to you during the period between the date of separation from service and the NewPayment Date will be paid to you in a lump sum on such New Payment Date, and any remaining paymentswill be paid on their original schedule.          (b) ***General 409A Principles***. For purposes of this Agreement, each amount to be paid orbenefit to be provided will be construed as a separate identified payment for purposes of Section409A, and any payments that are due within the “short term deferral period” as defined in Section409A will not be treated as deferred compensation unless applicable law requires otherwise.Neither the Company nor you will have the right to accelerate or defer the delivery of any suchpayments or benefits except to the extent specifically permitted or required by Section 409A. ThisAgreement is intended to comply with the provisions of Section 409A and the Agreement will, to theextent practicable, be construed in accordance therewith. Terms defined in the Agreement will havethe meanings given such terms under Section 409A if and to the extent required to comply withSection 409A. In any event, the Company makes no representations or warranty and will have noliability to you or any other person, other than with respect to payments made by the Company inviolation of the provisions of this Agreement, if any provisions of or payments under thisAgreement are determined to constitute deferred compensation subject to Code Section 409A but notto satisfy the conditions of that section.          (c) ***Expense Timing***. Payments with respect to reimbursements of business expenses will be madeon or before the last day of the calendar year following the calendar year in which the relevantexpense is incurred. The amount of expenses eligible for reimbursement during a calendar year maynot affect the expenses eligible for reimbursement in any other calendar year.     8. ***Confidentiality, Disclosure, and Assignment***          (a) ***Confidentiality***. You will not, during or after the Employment Period, publish, disclose,or utilize in any manner any Confidential Information obtained while employed by the Company. Ifyou leave the Company’s employ, you will not, without the Company’s prior written consent, retainor take away any drawing, writing, or other record in any form containing any ConfidentialInformation. For purposes of this Agreement, “***Confidential Information***” means information ormaterial of the Company that is not generally available to or used by others, or the utility orvalue of which is not generally known or recognized as standard practice, including:
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          (i) information or material relating to the Company and its business as conducted oranticipated to be conducted; business plans; operations; past, current or anticipatedsoftware, products or services; customers or prospective customers; or research,engineering, development, manufacturing, purchasing, accounting, or marketing activities;          (ii) information or material relating to the Company’s inventions, improvements,discoveries, “know-how,” technological developments, or unpublished writings or other worksof authorship, or to the materials, apparatus, processes, formulae, plans or methods used inthe development, manufacture or marketing of the Company’s software, products or services;          (iii) information on or material relating to the Company that when received is markedas “proprietary,” “private,” or “confidential”;          (iv) the Company’s trade secrets;          (v) software of the Company in various stages of development, including computerprograms in source code and binary code form, software designs, specifications, programmingaids (including “library subroutines” and productivity tools), interfaces, visual displays,technical documentation, user manuals, data files and databases of the Company; and          (vi) any similar information of the type described above that the Company obtained fromanother party and that the Company treats as or designates as being proprietary, private orconfidential, whether or not developed by the Company.Notwithstanding the foregoing, “Confidential Information” does not include any information that isproperly published or in the public domain; *provided*, *however*, that information that is publishedby or with the your aid outside the scope of employment or contrary to the requirements of thisAgreement will not be considered to have been properly published, and therefore will not be in thepublic domain for purposes of this Agreement.          (b) ***Business Conduct and Ethics***. During your employment with the Company, you will not engagein any activity that may conflict with the Company’s interests, and you will comply with theCompany’s policies and guidelines pertaining to business conduct and ethics.          (c) ***Disclosure***. You will disclose promptly in writing to the Company all inventions,discoveries, software, writings and other works of authorship that you conceived, made, discovered,or written jointly or singly on Company time or on your own time, providing the invention,improvement, discovery, software, writing or other work of authorship is capable of being used bythe Company in the normal course of business, and all such inventions, improvements, discoveries,software, writings and other works of authorship shall belong solely to the Company.          (d) ***Instruments of Assignment***. You will sign and execute all instruments of assignment andother papers to evidence vestiture of your entire right, title and interest in such inventions,improvements, discoveries, software, writings or other works of authorship in the Company, at theCompany’s request and expense, and you will do all acts and sign all
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instruments of assignment and other papers the Company may reasonably request relating toapplications for patents, patents, copyrights, and the enforcement and protection thereof. If youare needed, at any time, to give testimony, evidence, or opinions in any litigation or proceedinginvolving any patents or copyrights or applications for patents or copyrights, both domestic andforeign, relating to inventions, improvements, discoveries, software, writings or other works ofauthorship you conceived, developed or reduced to practice, you hereby agree to do so, and if youleave the Company’s employ, the Company will pay you at an hourly rate mutually agreeable to theCompany and you, plus reasonable traveling or other expenses, subject to Section 7(c) of thisAgreement.          (e) ***Your Declaration***. Except as provided in this subsection, you have no inventions, databases, improvements, discoveries, software, writings or other works of authorship useful to theCompany in the normal course of business that you conceived, made or wrote before the date of thisAgreement and that are excluded from this Agreement. The excepted invention is your US Patent20050068938 covering Internet Enhanced Cordless Phone (the “***Patent***”). If the Board determines inreasonable exercise of its business judgment that the Patent is necessary or convenient for theoperation of the Company’s business in the ordinary course you agree to negotiate in good faith,and to seek agreement with your two co-patent holders in such negotiations with the Companyregarding a world-wide, non-exclusive, royalty-free license covering the Company’s use of thePatent.          (f) ***Survival***. The obligations of this Section 8 will survive the expiration or termination ofthis Agreement and your employment.     9. ***Non-Competition, Non-Recruitment, and Non-Disparagement*****.**          (a) ***General***. The Parties recognize and agree that (a) you are becoming the President andChief Executive Officer of the Company and will be a key executive of the Company, (b) you will inthe future receive, substantial amounts of the Company’s confidential information, (c) theCompany’s business is conducted on a worldwide basis, and (d) provision for non-competition,non-recruitment and non-disparagement obligations by you is critical to the Company’s continuedeconomic well-being and protection of the Company’s confidential information. In light of theseconsiderations, this Section 9 sets forth the terms and conditions of your obligations ofnon-competition, non-recruitment, and non-disparagement during and subsequent to the termination ofthis Agreement and/or the cessation of your employment for any reason.          (b) ***Non-Competition***.               (i) Unless the Company waives or limits the obligation in accordance with Section9(b)(ii), you agree that during employment and for the longest of 12 months following thecessation of employment for any reason not covered by Section 6(b) or 6(c), 18 months ifSection 6(b) applies, and 24 months if Section 6(c) applies (the “***Noncompete Period***”), youwill not directly or indirectly, alone or as a partner, officer, director, shareholder oremployee of any other firm or entity, engage in any commercial activity in competition withany part of the Company’s business as conducted as of the date of such termination ofemployment or with any part of the Company’s contemplated business with respect to which youhave confidential information. For purposes of this clause (i), “shareholder” does notinclude beneficial ownership of less than 5% of the
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combined voting power of all issued and outstanding voting securities of a publicly heldcorporation whose stock is traded on a major stock exchange. Also for purposes of thisclause (i), “the Company’s business” includes business conducted by the Company, itssubsidiaries, or any partnership or joint venture in which the Company directly orindirectly has ownership of not less than one third of the voting equity. For purposes ofthis Section 9, competitors of the Company currently include but are not limited to GfK AG,IMM, Inc., The Nielsen Company B.V., Taylor Nelson Sofres PLC, and WPP PLC.               (ii) At its sole option the Company may, by written notice to you at any time withinthe Noncompete Period, waive or limit the time and/or geographic area in which you cannotengage in competitive activity.               (iii) During the Noncompete Period, before accepting employment with or agreeing toprovide consulting services to, any firm or entity that offers competitive products orservices, you must give 30 days’ prior written notice to the Company. Such written noticemust be sent by certified mail, return receipt requested (attention: Office of the ChiefLegal Officer with a required copy to the Chair of Compensation Committee), must describethe firm and the employment or consulting services to be rendered to the firm or entity, andmust include a copy of the written offer of employment or engagement of consulting services.The Company must respond or object to such notice within 30 days after receipt, and theabsence of a response will constitute acquiescence or waiver of the Company’s rights underthis Section 9.               (iv) If you fail to provide notice to the Company under Section 9(b)(iii) and/or in anyway violate your non-competition obligation under Section 9(b), the Company may enforce allof its rights and remedies provided to it under this Agreement, in law and in equity,without the requirement to post a bond, and you will be deemed to have expressly waived anyrights you may have had to payments under Sections 6(b) or 6(c) or acceleration underSection 6(c).          (c) ***Non-Recruitment***. During employment and for a period of 12 months following cessation ofemployment for any reason, you will not initiate or actively participate in any other employer’srecruitment or hiring of the Company’s employees.          (d) ***Mutual Non-Disparagement***. You will not, during employment or after the termination orexpiration of this Agreement, make disparaging statements, in any form, about the Company, itsofficers, directors, agents, employees, products or services that you know, or have reason tobelieve, are false or misleading. The Company’s officers and directors will not, during youremployment or after the termination or expiration of this Agreement, make disparaging statements,in any form, about you that they know, or have reason to believe, are false or misleading.          (e) ***Survival***. The obligations of this Section 9 survive the expiration or termination of thisAgreement and your employment.     ***10. Miscellaneous***.
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          (a) ***Notices***. All notices, demands, requests or other communications required or permitted tobe given or made hereunder must be in writing and must be delivered, telecopied or mailed by firstclass registered or certified mail, postage prepaid, addressed as follows:       If to the Company: Arbitron Inc.    Office of Chief Legal Officer    9705 Patuxent Woods Drive    Columbia, MD 21046       If to you: At your last address on file with the Companyor to such other address as either party may designate in a notice to the other. Each notice,demand, request or other communication that is given or made in the manner described above will betreated as sufficiently given or made for all purposes three days after it is deposited in the U.S.certified mail, postage prepaid, acceptance confirmation or at such time as it is delivered to theaddressee (with the return receipt, the delivery receipt, the answer back or the affidavit ofmessenger being deemed conclusive evidence of such delivery) or at such time as delivery is refusedby the addressee upon presentation.          (b) ***No Mitigation/No Offset***. You are not required to seek other employment or otherwisemitigate the value of any severance benefits contemplated by this Agreement, nor will any suchbenefits be reduced by any earnings or benefits that you may receive from any other source. Theamounts payable hereunder will not be subject to setoff, counterclaim, recoupment, defense or otherright which the Company may have against you or others. Notwithstanding any other provision ofthis Agreement, any sum or sums paid under this Agreement will be in lieu of any amounts to whichyou may otherwise be entitled under the terms of any severance plan, policy, program, agreement orother arrangement sponsored by the Company or an affiliate of the Company.          (c) ***Waiver of Jury Trial***. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BEWAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF,DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISINGIN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE RELEASE IT CONTEMPLATES,WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, THEPARTIES AGREE THAT ANY PARTY MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCEOF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIRRIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS RELEASE OR TOANY OF THE MATTERS CONTEMPLATED UNDER THIS AGREEMENT, RELATING TO YOUR EMPLOYMENT, OR COVERED BYTHE CONTEMPLATED RELEASE.          (d) ***Severability.***Each provision of this Agreement must be interpreted in such manner as tobe effective and valid under applicable law, but if any provision of this
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Agreement is held to be prohibited by or invalid under applicable law, such provision will beineffective only to the extent of such prohibition or invalidity, without invalidating theremainder of such provision or the remaining provisions of this Agreement. Moreover, if a court ofcompetent jurisdiction determines any of the provisions contained in this Agreement to beunenforceable because the provision is excessively broad in scope, whether as to duration,activity, geographic application, subject or otherwise, it will be construed, by limiting orreducing it to the extent legally permitted, so as to be enforceable to the extent compatible withthen applicable law to achieve the intent of the Parties.          (e) ***Assignment.***This Agreement will be binding upon you and will inure to the benefit of(i) your heirs, beneficiaries, executors and legal representatives upon your death and (ii) thisAgreement will be binding upon any legal successor of the Company. Any legal successor of theCompany will be treated as substituted for the Company under the terms of this Agreement for allpurposes. As used herein, “***successor***” will mean any firm, corporation or other business entitythat at any time, whether by purchase or merger or otherwise, directly or indirectly acquires allor substantially all of the assets or business of the Company.     None of your rights to receive any form of compensation payable under this Agreement will beassignable or transferable except through a testamentary disposition or by the laws of descent anddistribution upon your death or as provided in Section 10(g) hereof. Any attempted assignment,transfer, conveyance or other disposition (other than as aforesaid) of any interest in your rightsto receive any form of compensation hereunder will be null and void; *provided*, *however*, thatnotwithstanding the foregoing, you will be allowed to transfer vested shares subject to stockoptions or the vested portion of other equity awards consistent with the rules for transfers to“family members” as defined in Securities Act Form S-8. Any attempted assignment, transfer,conveyance or other disposition (other than as aforesaid) of any interest in your rights to receiveany form of compensation hereunder will be null and void.          (f) ***No Oral Modification, Cancellation or Discharge.***This Agreement may only be amended,canceled or discharged in writing signed both by you and the Chair of the Compensation Committee ofthe Board.          (g) ***Survivorship.***The respective rights and obligations of Company and you hereunder willsurvive any termination of your employment to the extent necessary to the intended preservation ofsuch rights and obligations.          (h) ***Beneficiaries.***You will be entitled, to the extent applicable law permits, to select andchange the beneficiary or beneficiaries to receive any compensation or benefit payable hereunderupon your death by giving the Company written notice thereof in a manner consistent with the termsof any applicable plan documents. If you die, severance then due or other amounts due hereunderwill be paid to your designated beneficiary or beneficiaries.          (i) ***Withholding.***The Company will be entitled to withhold, or cause to be withheld, anyamount of federal, state, city or other withholding taxes or other amounts either required by lawor authorized by you with respect to payments made to you in connection with your employmenthereunder.          (j) ***Company Policies.***References in the Agreement to Company policies and procedures are tothose policies as they may be amended from time to time by the Company.
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          (j) ***Governing Law.***This Agreement must be construed, interpreted, and governed in accordancewith the laws of Maryland, without reference to rules relating to conflicts of law.          (k) ***Entire Agreement.***This Agreement and any documents referred to herein represent theentire agreement of the Parties and will supersede any and all previous contracts, arrangements orunderstandings between the Company and you.Signatures on Page Following
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   IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and you havehereunto set your hand, as of the day and year first above written, to be effective as of theEffective Date.     ARBITRON INC.:       By: /s/ William T. Kerr     **William T. Kerr**    **Chair of Compensation and Human Resources Committee**            EXECUTIVE:         /s/ Michael P. Skarzynski     **Michael P. Skarzynski**  
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