exv10w53






EXHIBIT 10.53









ARBITRON INC.




EXECUTIVE RETENTION AGREEMENT



     THIS EXECUTIVE RETENTION AGREEMENT (this “Agreement”) is made ____________ (the “Amended
Effective Date”) by and between Arbitron Inc., a Delaware corporation (the “Company”), and
______________, an individual (“you”) (and, together, “Parties”).



     WHEREAS, the Company has implemented a severance program for executive officers and wishes to
document under this Agreement the provisions applicable to you if your employment ends before
August 25, 2013 (the “Agreement Expiration Date”).



     NOW THEREFORE, in consideration of your acceptance of employment under the terms of this
Agreement, the Parties agree to be bound by the terms contained in this Agreement as follows:



     1. “At-Will” Employment. Subject in each case to the provisions of Section
2, nothing in this Agreement interferes with or limits in any way the Company’s right to terminate
your employment at any time, for any reason or no reason, with or without notice, and nothing in
this Agreement confers on you any right to continue in the Company’s employ.



     2. Termination of At-Will Employment.



          (a) General. If your employment ceases for any or no reason, you (or your estate,
as applicable) will be entitled to receive (in addition to any compensation and benefits you are
entitled to receive under Section 2(c)(iii): (i) any earned but unpaid base salary through and
including the date of termination of your employment, to be paid in accordance with the Company’s
regular payroll practices no later than the next regularly scheduled pay date; (ii) any earned but
unpaid annual bonus for the calendar year preceding the year in which your employment ends, to be
paid on the date such annual bonus otherwise would have been paid if your employment had continued;
(iii) unreimbursed business expenses in accordance with the Company’s policies, to be paid in
accordance with Section 3(c); (iv) the amount of any accrued but unused paid time off; and (v) any
amounts or benefits to which you are then entitled under the terms of the benefit plans then
sponsored by the Company in accordance with their terms (and not accelerated to the extent
acceleration does not satisfy Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A” of the “Code”). The terms of this Section 2(a) will continue to apply after the
Agreement Expiration Date. Notwithstanding any other provision in this Agreement to the contrary,
any severance benefits to which you may be entitled will be provided exclusively through the terms
of Section 2.




          (b) Termination Without Cause; Position Diminishment. If, on or before the
Agreement Expiration Date, (x) the Company terminates your employment without Cause (as defined
below) or you resign because of Position Diminishment (as defined below), and subject to compliance
with Section 2(f) and in accordance with Exhibit A, the Company will:





          (i) pay you an amount in cash equal to 12 times your Reference Compensation
(as defined below) as in effect immediately before the termination (or, if the



 









 






Position Diminishment relates to a reduction in base salary, before such reduction), paid
in equal installments following the Release Effective Date (as defined below) in accordance
with the Company’s standard payroll policies and procedures, beginning no later than 30
days after the Release Effective Date (except as Section 3 requires); provided, however,
that if the last day of the 60 day period for an effective release falls in the calendar
year following the year of your date of termination, the severance payments will be paid or
begin no earlier than January 1 of such subsequent calendar year;




          (ii) pay you a bonus component (the “Bonus Component”). If the annual bonus
for your year of termination is determined under a program intended to qualify as
performance-based for purposes of Section 162(m) (an “Exempt Bonus”), you will be paid the
Bonus Component, if any, 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 which it is earned. Payment will be made as
though you had remained employed, with the Bonus Component determined under the factors for
such annual bonus, with such adjustments as the Compensation Committee of the Company’s
Board (the “Compensation Committee” of the “Board”) makes under such factors (using its
negative discretion), including proration for the partial year of service. If the annual
bonus for your year of termination is not intended to be an Exempt Bonus, the Bonus
Component will be your target bonus paid in the timing provided above in this clause,
prorated for the partial year of service. Payment under this clause (ii) will be delayed
if the Release Effective Date has not occurred by the time the annual bonus is due;




          (iii) pay or reimburse expenses you reasonably incur in securing
outplacement services through a professional person or entity of the Company’s choice, at a
level commensurate with your position, beginning with the Release Effective Date,
provided that the cost therefor to the Company may not exceed $50,000 nor
extend beyond the earlier to occur of (x) the end of your second taxable year following the
taxable year in which the termination date occurs and (y) the date on which you begin other
full time employment. If paying the expenses, the Company will pay on or before the end of
the second year following the year in which your employment ends and if reimbursing you for
expenses incurred through that date, the Company will pay the expenses on or before the end
of the third year; and




          (iv) to the extent permitted by applicable law without violating any
nondiscrimination requirements, pay the employer-equivalent premiums for continuation of
health coverage under COBRA as they become due for the lesser of such period as you and
your qualified beneficiaries remain eligible for such coverage and 12 months.



          (c) Change in Control. If, within 12 months following a Change in Control (as
defined below), your employment ends on a termination without Cause or you resign for Position
Diminishment, in addition to the compensation and benefits described in Section 2(a) and (b) above,
subject to the release required under Section 2(f) and compliance with Exhibit A, the Company will
increase your severance under Section 2(b)(i) to 24 months of Reference Compensation, increase the
period of paid COBRA coverage (subject to the same conditions as in Section 2(b)(iv)) to 18 months,
and fully accelerate the vesting and exercisability of any of your then outstanding equity
compensation (provided that if the acceleration would cause a distribution of shares of the
Company’s common stock at a time not permitted by Section 409A, the distribution will be delayed
until permitted by Section 409A). The severance will be paid in a single lump sum within 10 days
following the Release Effective Date, except to the extent Section 3 provides otherwise.



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          (d) You must continue to comply with the covenants under Sections 4 and 5 below to
continue to receive severance benefits.



          (e) Death or Disability. Your employment hereunder will terminate immediately upon
your death, or if the Board, based upon appropriate medical evidence, determines you have become
physically or mentally incapacitated so as to render you incapable of performing your usual and
customary material duties even with a reasonable accommodation
for a continuous period in excess of 180 days. Termination under this subsection is not
covered by Section 2(b) or 2(c).



          (f) Release Requirement. The severance in Section 2(b) and 2(c) and the
acceleration described in Section 2(c) will occur only after and if you sign a separation agreement
and general release of claims on the form the Company provides (releasing all releasable claims
other than to payments under Section 2 or outstanding equity and including obligations to cooperate
with the Company and reaffirming your obligations under Sections 4 through 6) (the “Release”) and
any revocation period expires (the “Release Effective Date”) before the earlier of the date the
Company specifies or the 60th day following employment termination. Notwithstanding the
foregoing, if, in the context of a Change in Control, the Board determines that the equity
compensation will not exist after the Change in Control event, the vesting and exercisability of
equity compensation will accelerate on or in connection with the Change in Control, subject to your
requirement to comply with the following provisions if you do not sign the Release or it does not
become irrevocable by the 60th day after your employment ends. With respect to the
continued vesting, you agree that, within 10 days after receiving from the Company written
notification that the Compensation Committee has determined that you have received the benefits of
continued vesting but have failed to meet the Release requirement of this Section 2(f), you will
pay to the Company for each share of Company stock you receive (or become vested in) under Section
3(c):




          (i) For stock options, the gain equaling the excess, if any, of the
fair market value on the exercise date (as determined under the applicable equity
incentive plan) of the shares received on exercise over the exercise price paid for
such shares, without regard to any market price increase or decrease after exercise
(or, if higher, the proceeds received on disposition of the shares).




          (ii) For restricted stock units or equivalent equity, the fair
market value of the shares issued to you (or, if higher, the proceeds received on
disposition of the shares); and




          (iii) For any other form of award, such amount as the Compensation
Committee may determine, applying similar principles.




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.




(g) Definitions.




          (i) Cause. For purposes of this Agreement, “Cause” means
termination of your employment because of (i) fraud; (ii) misrepresentation; (iii)
theft or embezzlement of assets of the Company; (iv) your conviction, or plea
of guilty or nolo



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contendere to any felony (or to a felony charge reduced to a
misdemeanor), or, with respect to your employment, to any misdemeanor (other than a
traffic violation), or your intentional violations of law involving moral
turpitude; (v) material failure to follow the Company’s conduct and ethics policies
that continues for 10 days after a written demand for your compliance that
specifically identifies the manner in which it is alleged you have not attempted in
good faith to comply; and/or (vi) your continued failure to attempt in good faith
to perform your duties as reasonably assigned by the Board to you for a period of
60 days after a written demand for such performance that specifically identifies
the manner in which it is alleged you have not attempted in good faith to perform
such duties. The Company will not treat your termination of employment with the
Company as a termination for Cause for purposes of this Agreement if the
termination occurred because of any act or omission you reasonably believed in good
faith to have been in, or not opposed to, the Company’s interests.




          (ii) Change in Control. For purposes of this Agreement, “Change in
Control” has the meaning ascribed to it in the Company’s 2008 Equity Compensation
Plan. Notwithstanding the foregoing, where required by Section 409A, the Change in
Control must also be an event described in Treas. Reg. Section 1.409A-3(i)(5).




          (iii) Position Diminishment. For purposes of this Agreement,
“Position Diminishment” means: (i) a material reduction in your responsibilities,
duties, or authority, (ii) (ii) a relocation of your principal place of employment
to a location more than 50 miles from its then current location and that increases
the distance from your primary residence by more than 50 miles, or (iii) a material
reduction in your Base Salary, other than reductions that are generally applicable
to your peers as executive officers. You may only resign as a result of a Position
Diminishment if you (x) provide notice to the Company within 90 days following the
initial existence of the condition constituting a Position Diminishment that you
consider the Position Diminishment to be grounds to resign; (y) provide the Company
a period of 30 days to cure the Position Diminishment, and (z) actually cease
employment, by the six month anniversary following the effective date of the
Position Diminishment, if the Position Diminishment is not cured, within the 30-day
cure period. If the Position Diminishment follows a Change in Control, you may
only resign for Position Diminishment upon the further condition of your completion
of a post-replacement transition period of the shorter of 90 days or such period as
the Board requests.




          (iv) Reference Compensation. For purposes of this Agreement,
“Reference Compensation” means your monthly base salary multiplied by [1.50] [1.55]



          (h) Further Effect of Termination on Board and Officer Positions. If your
employment ends for any reason, you agree that you will cease immediately to hold any and all
officer or director positions you then have with the Company or any affiliate, absent a
contrary direction from the Board (which may include either a request to continue such service or a
direction to cease serving upon notice without regard to whether your employment has ended), except
to the extent that you reasonably and in good faith determine that ceasing to serve as a director
would breach your fiduciary duties to the Company or such affiliate. You hereby irrevocably appoint
the Company to be your attorney-in-fact to execute any documents and do anything in your name to
effect your ceasing to serve as a director and officer of the Company and any affiliate, should you
fail to resign following a request from the Company to do so. A written notification signed by a
director or duly authorized officer of the Company that any instrument, document or act falls
within the authority conferred by this subsection will be conclusive



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evidence that it does so. The
Company will prepare any documents, pay any filing fees, and bear any other expenses related to
this section.




     3. Effect of Section 409A of the Code.



          (a) Six Month Delay. For purposes of this Agreement, a termination of employment
shall mean a “separation from service” as defined in Section 409A. If and to the extent any
portion of any payment, compensation or other benefit provided to you in connection with your
separation from service (as defined in Section 409A) is determined to constitute “nonqualified
deferred compensation” within the meaning of Section 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 hereby agree that you are bound, such portion of the
payment, compensation or other benefit will not be paid before the earlier of (i) the day that is
six months plus one day after the date of separation from service (as determined under Section
409A) or (ii) the tenth (10th) day after the date of your death (as applicable, the “New Payment
Date”). The aggregate of any payments that otherwise would have been paid to you during the period
between the date of separation from service and the New Payment Date will be paid to you in a lump
sum in the first payroll period beginning after such New Payment Date (together with simple
interest at the short-term applicable federal rate in effect on the date your employment ended),
and any remaining payments will be paid on their original schedule.



          (b) General 409A Principles. For purposes of this Agreement, each amount to be paid
or benefit to be provided will be construed as a separate identified payment for purposes of
Section 409A, and any payments that are due within the “short term deferral period” as defined in
Section 409A or are paid in a manner covered by Treas. Reg. Section 1.409A-1(b)(9)(iii) 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 such payments or benefits except
to the extent specifically permitted or required by Section 409A. This Agreement is intended to
comply with the provisions of Section 409A and this Agreement will, to the extent practicable, be
construed in accordance therewith. Terms defined in this Agreement will have the meanings given
such terms under Section 409A if and to the extent required to comply with Section 409A. In any
event, the Company makes no representations or warranty and will have no liability to you or any
other person, other than with respect to payments made by the Company in violation of the
provisions of this Agreement, if any provisions of or payments under this Agreement are determined
to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of
that section.



          (c) Expense Timing. Payments with respect to reimbursements of business expenses
will be made in the ordinary course of business and in any case on or before the last day of the
calendar year following the calendar year in which the relevant expense is incurred. The amount of
expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not
affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other
calendar year. The right to reimbursement or in-kind benefits is not subject to liquidation or
exchange for another benefit.



     4. Confidentiality, Disclosure, and Assignment



          (a) Confidentiality. You will not, during or after the Employment Term, publish,
disclose, or utilize in any manner any Confidential Information obtained while employed by the
Company other than on the Company’s behalf. If your employment with the Company ends, you will
not, without the Company’s prior written consent, retain or take away any drawing, writing, or
other record in any form containing any Confidential Information. For purposes of this Agreement,
“Confidential Information” means information or material of the Company that is not generally
available to or used by



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others unaffiliated with the Company, or the utility or value of which is
not generally known or recognized as standard practice, whether or not the underlying details are
in the public domain, including:





          (i) information or material relating to the Company and its business
as conducted or anticipated to be conducted; business plans; operations; past,
current or anticipated software, 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 works of authorship, or to the materials, apparatus, processes,
formulae, plans or methods used in the 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 marked as “proprietary,” “private,” or “confidential”;




          (iv) the Company’s trade secrets;




          (v) software of the Company in various stages of development,
including computer programs in source code and binary code form, software designs,
specifications, programming aids (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 from another party and that the Company treats as or
designates as being proprietary, private or confidential, whether or not owned
or developed by the Company.


Notwithstanding the foregoing, “Confidential Information” does not include any information that is
properly published or in the public domain; provided, however, that information that is published
by or with your aid outside the scope of employment or contrary to the requirements of this
Agreement will not be considered to have been properly published, and therefore will not be in the
public domain for purposes of this Agreement.




          (b) Business Conduct and Ethics. During your employment with the Company, you will
not engage in any activity that may conflict with the Company’s interests, and you will comply with
the Company’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 wrote jointly or singly on Company time or on your own time during the period of
your employment by the Company, provided that the invention, improvement, discovery, software,
writing or other work of authorship is capable of being used by the 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 and other papers to evidence vestiture of your entire right, title and interest in such
inventions,



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improvements, discoveries, software, writings or other works of authorship in the
Company, at the Company’s request and expense, and you will do all acts and sign all instruments of
assignment and other papers the Company may reasonably request relating to applications for
patents, patents, copyrights, and the enforcement and protection thereof. If you are needed, at any
time, to give testimony, evidence, or opinions in any litigation or proceeding involving any
patents or copyrights or applications for patents or copyrights, both domestic and foreign,
relating to inventions, improvements, discoveries, software, writings or other works of authorship
you conceived, developed or reduced to practice, you hereby agree to do so, and if your employment
ends, the Company will pay you at an hourly rate mutually agreeable to the Company and you, plus
reasonable traveling or other expenses, subject to Section 3(c) of this Agreement.




          (e) Additional Post-Employment Provisions. When your employment ends, you must (x)
cease and not thereafter commence use of any Confidential Information or intellectual property
(including any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name
or other source indicator) if such property is owned or exclusively used by the Company; (y)
immediately destroy, delete, or return to the Company, at the Company’s option, all originals and
copies in any form or medium (including memoranda, books, papers, plans, computer files, letters
and other data) in your possession or control (including any of the foregoing stored or located in
your office, home, laptop or other computer, whether or not Company property) that contain
Confidential Information or otherwise relate to the business of the Company, except that you may
retain only those portions of any personal notes, notebooks and diaries that do not contain
Confidential Information; and (z) notify and fully cooperate with the Company regarding the
delivery or destruction of any other Confidential Information of
which you are or become aware to the extent such information is in your possession or control.
Notwithstanding anything elsewhere to the contrary, you may retain (and not destroy) (x)
information showing your compensation or relating to reimbursement of expenses that you reasonably
believe are necessary for tax purposes and (y) copies of plans, programs, policies and arrangements
of, or other agreements with, the Company addressing your compensation or employment or termination
thereof.



          (f) Survival. The obligations of this Section 4 (except for Section 4(b)) will
survive the expiration or termination of this Agreement and your employment.



     5. Non-Competition, Non-Recruitment, and Non-Disparagement.



          (a) General. The Parties recognize and agree that (a) you are becoming a senior
executive of the Company, (b) you will receive substantial amounts of the Company’s Confidential
Information, (c) the Company’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 continued economic well-being and protection of the Company’s Confidential Information.
In light of these considerations, this Section 5 sets forth the terms and conditions of your
obligations of non-competition, non-recruitment, and non-disparagement during and subsequent to the
termination of this 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 Section 5(b)(ii), you agree that during employment and for 12 months following
your cessation of employment for any reason (the “Noncompete Period”), you will not
directly or indirectly, alone or as a partner, officer, director, shareholder or
employee of any other firm or entity, engage in any commercial activity in
competition with any part of the Company’s business as conducted as of the date of
such termination of employment or with any part of the Company’s contemplated
business with respect to



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which you have Confidential Information. For purposes of
this clause (i), “shareholder” does not include beneficial ownership of less than
5% of the combined voting power of all issued and outstanding voting securities of
a publicly held corporation whose stock is traded on a major stock exchange. Also
for purposes of this clause (i), “the Company’s business” includes business
conducted by the Company, its subsidiaries, or any partnership or joint venture in
which the Company directly or indirectly has ownership of at least one third of the
voting equity. The Noncompete Period will be further extended by any period of
time during which you are in violation of Section 5(b). For purposes of this
Section 5, competitors of the Company currently include but are not limited to
comScore, Inc., GfK AG, The Nielsen Company B.V., Rentrak Corporation, and WPP PLC.




          (ii) At its sole option the Company may, by written notice to you at
any time within the Noncompete Period, waive or limit the time and/or geographic
area in which you cannot engage in competitive activity.




          (iii) During the Noncompete Period, before accepting employment with
or agreeing to provide consulting services to, any firm or entity that offers
competitive products or services, you must give 30 days’ prior written notice to
the Company. Such written notice must be sent by certified mail, return receipt
requested (attention: Office of the Chief Legal Officer with a required copy to the
Chair of Compensation Committee), must describe the firm or entity and the
employment or consulting services to be rendered to the firm or entity, and must
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 the absence of a response will constitute acquiescence or waiver of
the Company’s rights under this Section 5.



          (c) Non-Recruitment. During employment and for a period of 12 months following
cessation of employment for any reason, you will not initiate or actively participate in any other
employer’s recruitment or hiring of the Company’s employees.



          (d) Non-Disparagement. You will not, during employment or after the termination or
expiration of this Agreement, make disparaging statements, in any form, about the Company, its
officers, directors, agents, employees, products or services that you know, or have reason to
believe, are false or misleading.



          (e) Enforcement. If you fail to provide notice to the Company under Section
5(b)(iii) and/or in any way violate your obligations under Section 5, the Company may enforce all
of its rights and remedies provided to it under this Agreement, or in law and in equity, without
the requirement to post a bond, including without limitation ceasing any further payments to you
under this Agreement.



          (f) Survival. The obligations of this Section 5 survive the expiration or
termination of this Agreement and your employment.



     6. Clawback.



          (a) If the Board determines, in its reasonable discretion, that you engaged in fraud
or misconduct as a result of which or in connection with which the Company is required to or
decides to restate its financials, the Board may, in its sole discretion, impose any or all of the
following:



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          (i) Immediate expiration of any then outstanding equity compensation,
whether vested or not, if granted within the first 12 months after issuance or filing of
any financial statement that is being restated (the “Recovery Measurement Period”);




          (ii) As to any exercised portion of any stock options (to the extent, during
the Recovery Measurement Period, the options are granted, vest, are exercised, or the
purchased shares are sold), prompt payment to the Company of any Option Gain. For purposes
of this Agreement, the “Option Gain” per share you received on exercise of an
option is the spread between the closing price on the date of exercise and the
exercise price you paid and comparable rules will apply in the case of stock appreciation
rights;




          (iii) Payment or transfer to the Company of any Stock Gain from restricted
stock, restricted stock units, or other similar forms of compensation, where the “Stock
Gain” consists of the greatest of (i) the value of the applicable shares when you received
them within the Recovery Measurement Period, (ii) the value of such shares received during
the Recovery Measurement Period, as determined on the date of the request by the
Compensation Committee to repay or transfer under the provisions below, (iii) the gross
(before tax) proceeds you received from any sale of any such shares during the Recovery
Measurement Period, and (iv) if transferred without sale during the Recovery Measurement
Period, the value of such shares when so transferred; and/or




          (iv) Repayment of any bonuses paid during the Recovery Measurement Period.



          (b) In addition to the foregoing, following an accounting restatement due to
material noncompliance with any financial reporting requirements under securities laws, you agree
to repay any incentive-based compensation (including any bonuses and equity compensation) paid
during the three-year period preceding the date that the Company is required to prepare the
accounting restatement which bonuses or equity compensation were based on the erroneous data. For
purposes of this provision, the clawback is calculated as the excess amount paid on the basis of
the restated results. The parties agree that this requirement will be applied as provided under
the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), and you agree that
the Company may amend this Section 6 without your further consent if required to conform to
Dodd-Frank.



          (c) The remedies under this Section 6 are in addition to any other remedies that the
Company may have available in law or equity. Payment is due in cash or cash equivalents within 10
days after the Board provides notice to you that it is enforcing this clawback. Payment will be
calculated on a gross basis, without reduction for taxes. The Company may, but is not required to,
accept a retransfer of Company stock in lieu of some or all of the payment, the value of which
stock shall be deemed to be the fair market value of such shares on the date of the retransfer.



          (d) Survival. The obligations of this Section 6 survive the expiration or
termination of this Agreement and your employment.



     7. Miscellaneous.



          (a) Notices. All notices, demands, requests or other communications required or
permitted to be given or made hereunder must be in writing and must be delivered, telecopied or
mailed by first class registered or certified mail, postage prepaid, addressed as follows:



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	 	 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 Company





or 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 be
treated 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 the
addressee (with the return receipt, the delivery receipt, the answer back or the affidavit of
messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused
by the addressee upon presentation.




          (b) No Mitigation/No Offset. You are not required to seek other employment or
otherwise mitigate the value of any severance benefits contemplated by this Agreement, nor will any
such benefits be reduced by any earnings or benefits that you may receive from any other source.
The amounts payable hereunder will not be subject to setoff, counterclaim, recoupment, defense or
other right which the Company may have against you or others. Notwithstanding any other provision
of this Agreement, any sum or sums paid under this Agreement will be in lieu of any amounts to
which you may otherwise be entitled under the terms of any severance plan, policy, program,
agreement or other 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 BE WAIVED, 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 ARISING IN 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, THE PARTIES AGREE THAT ANY PARTY MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS
WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES
IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM
RELATING TO THIS RELEASE OR TO ANY OF THE MATTERS CONTEMPLATED UNDER THIS AGREEMENT, RELATING TO
YOUR EMPLOYMENT, OR COVERED BY THE CONTEMPLATED RELEASE.



          (d) Severability. Each provision of this Agreement must be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement is
held to be prohibited by or invalid under applicable law, such provision will be ineffective only
to the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement. Moreover, if a court of competent
jurisdiction determines any of the provisions contained in this Agreement to be unenforceable
because the provision is excessively broad in scope, whether as to duration, activity, geographic
application, subject or otherwise, it will be construed, by limiting or reducing
it to the extent legally permitted, so as to be enforceable to the extent compatible with then
applicable law to achieve the intent of the Parties.



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          (e) Assignment. This Agreement will be binding upon and will inure to the benefit
of your heirs, beneficiaries, executors and legal representatives upon your death and this
Agreement will be binding upon any legal successor of the Company. Any legal successor of the
Company will be treated as substituted for the Company under the terms of this Agreement for all
purposes. You specifically agree that any assignment may include rights under the restrictive
covenants of Sections 4 and 5. As used herein, “successor” will mean any person, firm, corporation
or other business entity that at any time, whether by purchase or merger or otherwise, directly or
indirectly acquires all or 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 be
assignable or transferable except through a testamentary disposition or by the laws of descent and
distribution upon your death or as provided in Section 7(h) hereof. Any attempted assignment,
transfer, conveyance or other disposition (other than as aforesaid) of any interest in your rights
to receive any form of compensation hereunder will be null and void; provided, however, that
notwithstanding the foregoing, you will be allowed to transfer vested shares subject to stock
options or the vested portion of other equity awards (other than incentive stock options within the
meaning of Section 422 of the Code) consistent with the rules for transfers to “family members” as
defined in Securities Act Form S-8 to the extent permitted under the terms of the awards.



          (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.



          (g) Other Agreements. You hereby represent that your performance of all the terms
of this Agreement and the performance of your duties as an employee of the Company does not and
will not breach any agreement to keep in confidence proprietary information, knowledge or data
acquired by you in confidence or in trust prior to your employment with the Company and that you
will not disclose to the Company or induce the Company to use any confidential or proprietary
information, knowledge or material belonging to any previous employer or others. You also
represent that you are not a party to or subject to any restrictive covenants, legal restrictions,
policies, commitments or other agreements in favor of any entity or person that would in any way
preclude, inhibit, impair or limit your ability to perform your obligations under this Agreement,
including non-competition agreements or non-solicitation agreements, and you further represent that
your performance of the duties and obligations under this Agreement does not violate the terms of
any agreement to which you are a party. You agree that you will not enter into any agreement or
commitment or agree to any policy that would prevent or hinder your performance of duties and
obligations under this Agreement.



          (h) Survivorship. The respective rights and obligations of the Company and you
hereunder will survive any termination of your employment to the extent necessary to the intended
preservation of such rights and obligations.



          (i) Beneficiaries. You will be entitled, to the extent applicable law permits, to
select and change the beneficiary or beneficiaries to receive any compensation or benefit payable
hereunder upon your death by giving the Company written notice thereof in a manner
consistent with the terms of any applicable plan documents. If you die, severance then due or
other amounts due hereunder will be paid to your designated beneficiary or beneficiaries, or, if
none are designated or none survive you, your estate.



          (j) Withholding. The Company will be entitled to withhold, or cause to be withheld,
any amount of federal, state, city or other withholding taxes or other amounts either required by
law or authorized by you with respect to payments made to you in connection with your employment.



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          (k) Company Policies. References in the Agreement to Company policies and
procedures are to those policies as they may be amended from time to time by the Company.



          (l) Governing Law. This Agreement must be construed, interpreted, and governed in
accordance with the laws of Maryland, without reference to rules relating to conflicts of law.



          (m) Entire Agreement. This Agreement and any documents referred to herein represent
the entire agreement of the Parties and will supersede any and all previous contracts, arrangements
or understandings between the Company and you.


IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and you have
hereunto set your hand, as of the dates below.




	 	 	 	 	 

	ARBITRON INC.:	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name

Title
	 	 
	 
	 	 	 	 
	EXECUTIVE:	 	 
	 
	 	 	 	 
	 

	 	 

Name
	 	 







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