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   the Termination Date and all unusedpaid days off in theamount of $28,500.00, less all applicable taxes, deductions, and withholdingsrequired by law. (b) **Compensation and Benefit Plans**: Skarzynski will cease to be eligibleto participate under any stock option, bonus, incentive compensation, commission,medical, dental, life insurance, retirement, and other compensation or benefit plans ofthe Company or any affiliate following his termination of employment. Thereafter,Skarzynski will have no rights under any of those plans, except as follows: Eligibilityfor continuation coverage under the Consolidated Omnibus Budget Reconciliation Act(“COBRA”) will not be altered by this Agreement. If Skarzynski and/or his dependentsbecome eligible for continuation coverage under COBRA as a result of Skarzynski’stermination, COBRA’s procedures and rules will apply. If Skarzynski and/or hiseligible dependents timely take the necessary steps to initiate COBRA coverage underthe Company’s group health plan(s), the Company will pay the cost of such COBRAcoverage for Skarzynski and/or his eligible dependents until the earlier of December31, 2010 or until none of Skarzynski or his eligible dependents no longer qualifies forCOBRA coverage or until Skarzynski and/or his eligible dependents are eligible forgroup health plan coverage offered by a subsequent employer of Skarzynski or theemployer of his spouse or domestic partner or, in the case of his eligible dependents,the date on which such dependents cease to be eligible dependents under the terms ofthe Company’s group health plan(s), whichever shall first occur. If Skarzynski and/orhis eligible dependents wish to continue COBRA coverage for the remainder of theeligibility period, if any, at Skarzynski’s own expense, it is Skarzynski’s soleresponsibility to arrange for such continued coverage by timely paying the requiredpremiums. If Skarzynski receives the COBRA subsidy under the American Recovery andReinvestment Act (“ARRA”), the period of subsidized coverage under ARRA will runconcurrent with any period of COBRA coverage subsidized by the Company.  (c) **No Repayment Of Relocation Monies****:**The Company agrees that it shallnot seek repayment of $125,000.00, which is the relocation amount Skarzynski would owethe Company upon the resignation of his employment at this time pursuant to Section4.(d) of his Executive Employment Agreement.  (d) **Attorneys Fees:** The Company agrees to indemnify Skarzynski forreasonable attorneys fees and costs incurred up through the effective date of theAgreement in connection with the matters that culminated with his resignation for anamount up to $100,000.00.  (e) **Continuing D&O Coverage & Indemnity**: The Company will continue tocover Skarzynski under its Directors & Officers (“D&O”) insurance policies foractions/inactions taken by Skarzynski in Skarzynski’s capacity as an officer anddirector of the Company. The Company agrees to indemnify Skarzynski foractions/inactions taken by Skarzynski in his capacity as an officer and director of theCompany with respect to any third-party claims or investigations (including but notlimited to any claims or investigations arising out of the events leading toSkarzynski’s resignation), consistent with applicable corporate governance documentsand current D&O policies.
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2. **Complete Waiver and Release by Skarzynski****.** (a) **Release**: In exchange for the consideration stated above and providedto Skarzynski by the Company, the adequacy of which Skarzynski hereby acknowledges,Skarzynski irrevocably and unconditionally releases all the claims described below inSubparagraph 2(b) of this Agreement that Skarzynski may have against the followingpersons or entities (the “Releasees”): the Company, all of the Company’s subsidiaries,related or affiliated companies, and all of the Company’s and its subsidiaries’ andrelated or affiliated companies’ predecessors and successors; and, with respect to eachsuch entity, all of its past and present employees, officers, directors, stockholders,owners, representatives, assigns, attorneys, agents, insurers, employee benefitprograms (and the trustees, administrators, fiduciaries and insurers of such programs)and any other persons acting by, through, under or in concert with any of the personsor entities listed in this Subparagraph.  (b) **Claims Released**: The claims released include all claims, promises,offers, debts, causes of action or similar rights of any type or nature Skarzynski hasor had against Releasees, including but not limited to (i) those which in any wayrelate to Skarzynski’s employment with the Company or the termination of Skarzynski’semployment, or Skarzynski’s service to the Company as a director; (ii) any claims toattorneys’ fees or other indemnities; (iii) any claims relating to stock options andrestricted stock units that have ever been awarded, including but not limited to thosethat otherwise would have vested on January 13, 2010; and (iv) any other claims ordemands Skarzynski may have on any basis, including but not limited to common lawcontract or tort, or other claims that may have arisen under any of theanti-discrimination statutes or laws, such as Title VII of the Civil Rights Act of1964, § 1981 of the Civil Rights Act of 1866 and Executive Order 11246, which prohibitdiscrimination based on race, color, national origin, religion or sex; the Equal PayAct, which prohibits paying men and women unequal pay for equal work; the AmericansWith Disabilities Act and § 503 and § 504 of the Rehabilitation Act of 1973, whichprohibit discrimination against the disabled; the Genetic Information NondiscriminationAct of 2008, which prohibits discrimination based on genetic information; the MarylandFair Employment Practices Act, the Maryland Equal Pay Law, and the MarylandDiscrimination on the Basis of Medical Information Act, and any other federal, state orlocal law or regulation prohibiting retaliation or discrimination on the basis of race,color, national origin, religion, gender, disability, age, marital status, sexualorientation, gender identity, genetic information or any other protectedcharacteristic.  (c) **No Existing Litigation or Charges****:**Skarzynski represents that (a)Skarzynski has not filed, submitted or caused to be filed any lawsuit, complaint orcharge pertaining in any way to Skarzynski’s employment or encompassing any claimreleased by this Agreement, or (b) if Skarzynski has filed, submitted or caused to befiled or submitted any such charge, claim or complaint, Skarzynski has, on or beforethe date when Skarzynski signs this Agreement, submitted a written request to the courtor agency requesting the dismissal or withdrawal of that charge, claim or complaintwith prejudice, and Skarzynski has attached a copy of the request for dismissal orwithdrawal hereto.
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 (d) **Release Extends to Both Known and Unknown Claims, Suspected and UnsuspectedClaims****:**This Agreement covers both claims that Skarzynski knows about or suspectsas well as those Skarzynski does not know about or does not suspect. Skarzynskiunderstands the significance of Skarzynski’s release of unknown and unsuspected claimsand Skarzynski’s waiver of statutory protection against a release of unknown claimsand/or unsuspected claims. Skarzynski expressly waives all rights afforded by anystatute which limits the effect of a release with respect to unknown and unsuspectedclaims.  (e) **Claims Not Released****:**This Agreement does not release Skarzynski’sright to enforce this Agreement. This Agreement also does not release any other claimor abridge any legal right that as a matter of law cannot be released or abridged byprivate agreement between the Company and Skarzynski.  (f) **Ownership of Claims****:**Skarzynski represents that Skarzynski has notassigned or transferred, or purported to assign or transfer, all or any part of anyclaim released by this Agreement.3. **Skarzynski’s Promises****.**In addition to the waiver and release of claims provided for in Paragraph 2, Skarzynski also agreesto the following: (a) **No Liability Admitted****:**Skarzynski understands and agrees that thisAgreement and the payments and benefits described in this Agreement do not constitutean admission by the Company or any Releasee, or any of their present or formerofficers, directors, members, employees, consultants, representatives, independentcontractors or related entities, of any liability to Skarzynski or wrongdoingwhatsoever and that this Agreement is not admissible as evidence in any proceedingother than for enforcement of its provisions.  (b) **No Future Employment**: Skarzynski understands that Skarzynski’semployment with the Company will terminate forever as of the Termination Date, andSkarzynski promises never to seek employment with the Company in the future (includingbut not limited to employment as an employee or engagement as a consultant, temporaryemployee, or contractor).  (c) **References/Inquiries****:**In accordance with Company policy, the Companyshall confirm only dates of employment and position held.  (d) **No Disparagement****:**Skarzynski agrees to refrain from criticizing,denigrating or otherwise disparaging the Company or any Releasee in any private orpublic forum, including but not limited to newspapers, television, radio, or theinternet or other internet feature such as a blog, and agrees to refrain from makingstatements aboutany Releasee, Skarzynski’s employment with the Company, or any general matterconcerning any Releasee’s reputation, standing in the business community, businesspractices, or products; provided, however, that nothing in this Agreement willprohibit Skarzynski from (1) complying with any valid subpoena or court order; or
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   (2) initiating or cooperating with any official investigation conducted by a lawenforcement or other governmental agency. The Company and its directors and officersagree not to disparage Skarzynski in any public statement. (e) **Non-Disclosure of Confidential Information and Non-Competition**:Skarzynski acknowledges that Sections 8 and 9 of his Executive Employment Agreementsurvive the termination of his employment and that he agrees to continue to abide bythe provisions therein. Skarzynski further acknowledges that Sections 8 and 9 of hisExecutive Employment Agreement are specifically incorporated herein. (f) **Agreement to Cooperate With the Company****:**Skarzynski agrees to assistthe Company in any formal or informal legal matters in which Skarzynski is named as aparty or has knowledge relevant to the matter. Skarzynski shall fully cooperate withthe Company in the defense of any pending and/or future litigation, claim, charge orinvestigation commenced by a third party against the Company, where the litigation orinvestigation relates to or arises from Skarzynski’s employment, consistent with anyapplicable common law or constitutional principles, to the reasonable satisfaction ofthe Company. Such assistance and cooperation may include, but will not be limited to,providing background information regarding any matter on which Skarzynski previouslyworked, aiding in the drafting of declarations, executing declarations or similardocuments, testifying or otherwise appearing at investigation interviews, depositions,arbitrations or court hearings and preparing for the above-described or similaractivities. Skarzynski understands that Skarzynski will be reimbursed for allreasonable out-of-pocket expenses for Skarzynski’s cooperation under this Subparagraph,and that Skarzynski in rendering such services will be acting as a bona fideindependent contractor.  (g) **Promise Not to Facilitate Claims Against the Company****:**Skarzynskirecognizes that the Company has many legitimate protectable interests, including butnot limited to confidential proprietary, business process and personal information.Accordingly, Skarzynski promises not to voluntarily encourage, counsel or assist(directly or indirectly) any current or former employee or third party (excludinggovernment law enforcement agencies) in the preparation or prosecution of any civildispute, difference, grievance, claim, charge or complaint against the Company and/orany Releasee (in such Releasee’s Company capacity) unless Skarzynski is compelled to doso by valid legal process. Nothing in this provision is intended to prevent orprohibit Skarzynski from assisting another individual in filing a charge with the EEOCor in participating in an EEOC investigation or proceeding. In the event Skarzynskireceives notice that Skarzynski is required to provide testimony or information in anycontext about the Company and/or any Releasee (related to his/her work for the Company)to any third party (excluding government law enforcement agencies), Skarzynski agreesto inform the Company’s Chief Legal Officer in writing within 24 hours of receivingsuch notice. Skarzynski, thereafter,agrees to cooperate with the Company in responding (if necessary) to such legalprocess. Skarzynski also agrees not to testify or provide any information in anycontext if the Company has informed Skarzynski of its intent to contest the validityor enforceability of any request, subpoena or court order until such time as theCompany has informed Skarzynski in writing that it consents to Skarzynski’s
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   testimony or has fully exhausted its efforts to challenge any request, subpoena orcourt order requiring Skarzynski’s testimony. If Skarzynski is required to providetestimony in any context about the Company (with the Company’s consent or after theCompany completes its challenges), Skarzynski shall testify truthfully at all times.Nothing in this Agreement will prohibit Skarzynski from (a) complying with anyvalid subpoena or court order, or (b) cooperating with any official investigationconducted by a law enforcement agency.  (h) **Resignation Of Officer and Director Positions.** Skarzynski will resignas President and Chief Executive Officer of Arbitron Inc. and any Arbitron subsidiariesor affiliates or related companies and as a member of the Arbitron Board of Directors.In connection with resigning as an officer and director, Skarzynski agrees to executeand return to the Company on **January 11, 2010**two signed, original resignation letterswith an effective date of **January 11, 2010**(the “Resignation Letters”) on Skarzynski’sCompany letterhead in the form provided in Appendix A to this Agreement. Appendix A ishereby incorporated into and made part of this Agreement by reference. In addition,Skarzynski agrees to take all such further steps as the Company may deem necessary orappropriate in order to accomplish the resignation of any officer and directorpositions that Skarzynski holds with the Company.  (i) **Return of Property****:**Skarzynski agrees to return to the Company allfiles, memoranda, documents, records, copies of the foregoing, Company-provided creditcards, keys, building passes, security passes, access or identification cards, and anyother property of the Company or any Releasee in his possession or control by January15, 2010. , Skarzynski agrees to submit all expense reports by February 28, 2010.Skarzynski agrees that he will have repaid everything he owes to the Company or anyReleasee, paid all amounts he owes on Company-provided credit cards or accounts (suchas cell phone accounts), and canceled or personally assumed any such credit cards oraccounts by January 15, 2010. Skarzynski agrees not to incur any other expenses,obligations, or liabilities on behalf of the Company. Skarzynski agrees to deliver hislaptop, desktop, Blackberry and printer to the Company by January 15, 2010, so that theCompany can image those materials and/or remove the existing hard drives from suchmedia, as it deems appropriate. The Company will then return such media to him toretain for his own use. Skarzynski will receive a copy of his Outlook contacts.4. **Consequences of Skarzynski’s Violation of Promises****.** (a) **General Consequences****:**If Skarzynski breaks any of Skarzynski’spromises in this Agreement, for example, by filing or prosecuting a lawsuit based onclaims that Skarzynski has released, or if any representation made by Skarzynski inthis Agreement was false when made, or if Skarzynski breaches Sections 8 or 9 of hisExecutive Employment Agreement that contain obligations which survive thetermination of Skarzynski’s employment with the Company, Skarzynski (a) shallforfeit all right to future benefits under this Agreement; (b) must repay allbenefits previously received, pursuant to this Agreement, upon the Company’s demand;and (c) must pay reasonable attorneys’ fees and all other costs incurred as a resultof 
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   Skarzynski’s breach or false representation, such as the cost of defending anysuit brought with respect to a released claim by Skarzynski or other owner of areleased claim. (b) **Injunctive Relief****:**Skarzynski further agrees that the Company would beirreparably harmed by any actual or threatened violation of Subparagraphs 3(d) and3(e), and that the Company shall be entitled to an injunction prohibiting Skarzynskifrom committing any such violation.5. **Binding Nature of Agreement****.**This Agreement shall be binding on Skarzynski’s heirs,legal representatives, administrators, executors, and assigns, and shall inure to the benefit ofthe Released Parties and their heirs, legal representatives, administrators, executors, andassigns.6. **No Assignment****.**Skarzynski’s rights, duties or obligations under this Agreement may notbe assigned, delegated or transferred.7. **Interpretation****.**This Agreement will be construed as a whole according to its fairmeaning, and not strictly for or against any of the parties. Unless the context indicatesotherwise, the term “or” will be deemed to include the term “and” and the singular or plural numberwill be deemed to include the other. Paragraph headings used in this Agreement are intended solelyfor convenience of reference and will not be used in the interpretation of any of this Agreement.8. **Dispute Resolution****.** (a) **Arbitrable Disputes****:**Any dispute (an “Arbitrable Dispute”) arisingbetween the parties, including but not limited to those concerning the formation,validity, interpretation, effect, or alleged violations of this Agreement, thearbitrability of any dispute, any federal, state or local statutory claim (includingdiscrimination or retaliation statutes), contract claims, tort claims, and claims ofany other sort, must be submitted to arbitration before a retired judge or anexperienced employment arbitrator selected in accordance with the then-current JAMSEmployment Rules and Procedures. The arbitrator may not modify or change thisAgreement in any way except as provided in Paragraph 11. Skarzynski also agrees toarbitrate any claim against any Releasee. The arbitration shall be held in or nearColumbia, Maryland.  (b) **Costs of Arbitration****:**Each party will pay the fees of its respectiveattorneys, the expenses of its witnesses and any other expenses connected with thearbitration, but all other costs of the arbitration, including the fees of thearbitrator, cost of any record or transcript of the arbitration, administrative feesand other fees and costs will be paid by the Company. The arbitrator may awardprevailing party costs and fees to the prevailing party under the standards provided bylaw. The arbitrator mayresolve any dispute as to who is the prevailing party and as to the reasonablenessof any fee or cost.  (c) **Exclusive Remedy****:**Arbitration in this manner will be the exclusiveremedy for any Arbitrable Dispute. The arbitrator’s decision or award will be fullyenforceable and subject to an entry of judgment by a court of competent jurisdiction.Should Skarzynski or the Company, without the consent of the other party, attempt to
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   resolve an Arbitrable Dispute by any method other than arbitration pursuant to thisParagraph, the responding party will be entitled to recover from the initiating partyall damages, costs, expenses and attorneys’ fees incurred as a result. (d) **Sole Exception****:**Notwithstanding Subparagraphs 8(a) through 8(c), anotherwise Arbitrable Dispute relating to alleged violations of Subparagraphs 3(d) or3(e) (involving the criticism, denigration or disparagement of the Company, any otherReleasee, or any of the Company’s products, processes, experiments, policies,practices, standards of business conduct or areas or techniques of research and/or theviolation of non-disclosure and non-competition provisions) may be resolved through ameans other than arbitration, at the Company’s sole option. Such means shall bepermitted pending and in aid of arbitration only. (e) **Effect on Previous Arbitration Agreements****:**The arbitration agreementcontained in this Paragraph supersedes any arbitration agreement previously enteredinto by Skarzynski and the Company to the extent, but only to the extent, that anArbitrable Dispute under this Agreement would have been covered by any preexistingarbitration agreement; and provided, however, that if the arbitration agreement in thisParagraph for any reason is held unenforceable, the prior arbitration agreement willapply, as it is the parties’ intention and desire that all disputes between them willbe arbitrated.9. **Law Governing****.**This Agreement shall be governed by and construed under the laws of theState of Maryland other than its conflict of laws provisions; provided, however, that the disputeresolution process referenced in Paragraph 8 of this Agreement shall be governed by the FederalArbitration Act unless it is found by a decisionmaker of competent jurisdiction not to be governedby the Federal Arbitration Act, in which case it will be governed by Maryland law.10. **Entire Agreement****.**This Agreement comprises the entire agreement between the partiesregarding the matters contained herein. This Agreement has been entered into by Skarzynski with afull understanding of its terms, with an opportunity to consult with counsel and without inducementor duress. Skarzynski acknowledges that no promise or agreement not expressed in this Agreementhas been made to Skarzynski. This Agreement may be executed in counterparts, each of which shallbe considered an original, but all of which together shall constitute one and the same instrument.This Agreement may not be changed orally. This Agreement supersedes any prior or contemporaneousagreement, arrangement or understanding on its subject matter.11. **Severability****.**The provisions of this Agreement are severable. If any provision inthis Agreement is found to be unenforceable, all other provisions will remain fully enforceable.**[SIGNATURE PAGE FOLLOWS]**
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**SIGNATURE PAGE****PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN, SUSPECTEDAND UNSUSPECTED CLAIMS.**Acknowledged and Agreed:       **Micheal P. Skarzynski**             /Michael P. Skarzynski   January 11, 2010         Signature   Date         FOR ARBITRON INC.             /s/ Philip Guarascio   January 12, 2010         Philip Guarascio   Date  Chairman of the Board of Directors      
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**ADEA WAIVER AND SIGNATURE PAGE****•** Your waiver of ADEA claims is separate from the agreement to waive all other claims. Separateconsideration is being provided for your ADEA Waiver. **•** You may not make any changes to this ADEA Waiver. **•** You have up to twenty-one (21) days after receiving the ADEA Waiver to consider and sign thisADEA Waiver, although you may waive this time period by signing this ADEA Waiver sooner. **•** You have seven (7) days after signing this ADEA Waiver in which to revoke your waiver of ADEAclaims in this Agreement, and your waiver of ADEA claims does not take effect until that seven-dayperiod has ended.12. **Age Discrimination In Employment Act**:In exchange for the consideration stated above in Subparagraphs 1(a), 1(b), 1(c), 1(d) and 1(e)that is allocated to Skarzynski’s ADEA Waiver and provided to Skarzynski by the Company, theadequacy of which Skarzynski hereby acknowledges, Skarzynski irrevocably and unconditionallyreleases all the claims described below in Subparagraph 12(a) that Skarzynski may have against anyof the “Releasees” set forth in Subparagraph 2(a).     (a) Skarzynski acknowledges and agrees that by signing this ADEA Waiver, Skarzynski iswaiving and releasing any and all claims or rights Skarzynski’s may have under the AgeDiscrimination in Employment Act of 1967, as amended (“ADEA”), that his waiver and release isknowing and voluntary, and that the consideration given for this waiver and release is in additionto anything of value to which Skarzynski was already entitled as an employee of the Company.Skarzynski further acknowledges that Skarzynski is advised that: (i) Skarzynski should consultwith an attorney (at Skarzynski’s own expense) prior to executing the ADEA Waiver (Skarzynskiunderstands that whether Skarzynski consults an attorney or not is Skarzynski’s decision); (ii) theADEA Waiver does not waive or release any rights or claims Skarzynski may have under the ADEA whichmay arise after Skarzynski executes the ADEA Waiver; and (iii) (a) Skarzynski has at leasttwenty-one (21) days in which to consider the ADEA Waiver (although Skarzynski may choose toexecute the ADEA Waiver earlier than that; (b) Skarzynski has seven (7) days following execution ofthe ADEA Wavier to revoke this Agreement (to be effective, any revocation must be actually receivedin writing by the Company by 12:00 a.m. on the eighth day); and (c) the ADEA Waiver shall not beeffective until the revocation period has expired.     (b) Skarzynski acknowledges and agrees that Skarzynski was given a copy of the ADEA Waiver andhas carefully read it and understands it, that Skarzynski has been given the opportunity to consultwith his attorney regarding this ADEA Waiver and that Skarzynski has entered into this ADEA Waivervoluntarily and with full knowledge of its final and binding effect.**PLEASE READ THIS ADEA WAIVER CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN, SUSPECTEDAND UNSUSPECTED CLAIMS.**
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       Acknowledged and Agreed:             **Micheal P. Skarzynski**             /s/ Michael P. Skarzynski   January 11, 2010         Signature   Date         FOR ARBITRON INC.             /s/ Philip Guarascio   January 12, 2010         Philip Guarascio   Date  Chairman of the Board of Directors      
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**APPENDIX A**
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**RESIGNATION**     The undersigned hereby resigns his employment in any capacity with Arbitron Inc. and/or withany other of Arbitron Inc.’s subsidiaries or affiliates or related companies, including but notlimited to his position of President and Chief Executive Officer and his role as a member of theArbitron Board of Directors.DATED: Effective as of January 11, 2010              /s/ Michael P. Skarzynski   Micheal P. Skarzynski      
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