EXHIBIT 10.43Execution Copy
 
 ARBITRON INC.
EXECUTIVE EMPLOYMENT AGREEMENT
 Agreement Company you Parties
  1. Engagement . Effective Date Board
 2. Commitment. provided however provided
 3. Employment Term Initial Term Employment Term




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4. Cash and Stock Compensation
 Base Salary. Base Salary
 Incentive Bonus. Compensation Committee Annual Bonus Target Bonus
 Equity Compensation.
 Initial Stock Awards. DSUs Common
Stock 2008 Plan Code
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Ongoing Grants. RSUs
 Special Acceleration.
 a)
    
    Awards will accelerate on death or disability
(as the latter is determined under Section 6(c) and except to the
extent acceleration would trigger taxes under Code Section 409A), with
continued exercisability of options for one year following termination
of employment.b)
    
    On a termination by the Company without Cause
or your Retirement: (x) any performance-based awards will require
satisfaction of the applicable performance objectives but will not be
prorated for partial years or periods of service; (y) any stock options
will continue to vest as though you remained employed and remain
exercisable for three years following termination of employment, and
(z) any DSUs not subject to performance criteria will continue to vest
as though you remained employed.c)
    
    Your resignation other than through Retirement
will cause unvested awards to be forfeited. Vested portions of the
stock options will remain exercisable for 90 days following termination
in that situation.d)
    
    Termination for Cause will cause forfeiture of
vested and unvested awards.
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e)
    
    Vesting, acceleration, and other compensation
may be delayed or eliminated if you would be subject to a golden
parachute tax (under Code Section 4999), as set forth on Exhibit A to
this Agreement.
 5. Employee Benefits
 Employee Welfare and Retirement Plans.
 Business Expenses.
 6. Termination of At-Will Employment .
 General
 Termination Without Cause; Retirement
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provided, however
 Bonus Component Exempt Bonus
  Death or Disability.
 Release Requirement Release Release Effective Date th
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Payment is due in cash or cash equivalents within ten days after the Compensation Committee
provides notice to you that it is enforcing this Section. Any equity awards not already
vested or exercised will then be immediately forfeited. Payment will be calculated on a
gross basis, without reduction for taxes or commissions. The Compensation Committee may,
but is not required to, accept retransfer of shares in lieu of cash payments. For purposes
of this recoupment, the Board will determine the fair market value in good faith using
either trading prices, deal prices, or other measures of value.
  Cause Cause
 Retirement Retirement provided however
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Further Effect of Termination on Board and Officer Positions
 7. Effect of Section 409A of the Code
 Six Month Delay New Payment
Date
 General 409A Principles
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Expense Timing
 8. Confidentiality, Disclosure, and Assignment
 Confidentiality Confidential
Information
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provided however
 Business Conduct and Ethics
 Disclosure
 Instruments of Assignment
 Additional Post-Employment Provisions .
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Survival
 9. Non-Competition, Non-Recruitment, and Non-Disparagement
 General
 Non-Competition
 Noncompete Period
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Non-Recruitment
 Non-Disparagement
 Enforcement
 Survival
 10. Miscellaneous
 Notices
 If to the Company:
    
    Arbitron Inc.
Office of Chief Legal Officer9705 Patuxent Woods DriveColumbia, MD 21046If to you:
    
    At your last address on file with the Company
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No Mitigation/No Offset
 Waiver of Jury Trial
 Severability.
 Assignment. You
specifically agree that any assignment may include rights under the restrictive covenants of
Sections 8 and 9 successor
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provided however
 No Oral Modification, Cancellation or Discharge.
 Other Agreements
 Survivorship.
 Beneficiaries.
 Withholding.
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Company Policies.
 Governing Law.
 Entire Agreement.
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ARBITRON INC.:By:
    
    /s/ Philip Guarascio

Philip GuarascioChairman of the Board of DirectorsEXECUTIVE:/s/ William T. Kerr

William T. Kerr
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