exv10w49






EXHIBIT 10.49








February 2, 2011



Mr. Richard Surratt



Dear Rich,



On behalf of Arbitron, I am pleased to offer you the position of Executive Vice President, Finance,
with the intent of transitioning you into the Chief Financial Officer role as soon as is
practicable. You will report to Chief Executive Officer, William T. Kerr, and have a starting base
salary of $400,000. Your effective start date will be no later than February 6, 2011.



Upon meeting the applicable performance criteria established by the Compensation and Human
Resources Committee of Arbitron’s Board of Directors (the “Compensation Committee”) in its
sole discretion, you will be eligible to receive an annual incentive bonus in an amount equal to
55% of base salary. For performance exceeding such applicable performance criteria in the sole
judgment of the Compensation Committee, the annual incentive bonus may be increased to an amount up
to 100% of base salary. Any bonus paid for 2011 will be prorated to reflect 11 months of service.



Subject to the approval of the Compensation Committee, as soon as practicable on or after your
start date Arbitron will grant you a Long Term Incentive award to be valued at 125% of your base
salary on the date of grant, with the award to be determined by the Compensation Committee as a mix
of: (i) 34% performance-based restricted stock units, which will vest only upon satisfaction of
applicable performance objectives to be established by the Compensation Committee, (ii) 33% stock
options, each with respect to the company’s common stock, par value $0.50 (the “Common
Stock”), and (iii) 33% performance cash award. The value for the restricted stock units will
be determined by dividing the target value for the restricted stock units by the Common Stock’s
fair market value on the date of grant and the value of the options will be determined using the
company’s standard Black-Scholes assumptions applied as of the date of grant.



Employment will be contingent on its results meeting Arbitron’s standard employment requirements.
Arbitron employees must adhere to our Policy on Alcohol and other Drugs. As a condition of your
employment, you must read and sign the Employee Disclosure Assignment Agreement and also the
Company’s Code of Conduct.



In compliance with the Immigration Reform and Control Act of 1986, you will be required to complete
the Employment Eligibility Verification Form I-9. You will need to provide the necessary documents
to establish your identity and employment eligibility.



For clarification and protection of both you and the Company, your acceptance of this offer
represents the sole agreement between you and Arbitron. No prior promises, representations and
understandings relative to any terms and conditions of your employment are to be considered part of
this agreement unless expressed in this letter.



Please confirm your acceptance of this offer by signing and returning a copy of this letter.




 









 






Rich, I am delighted that you will be joining Arbitron and very much look forward to seeing
you next week in Phoenix.




	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Marilou B. Legge
 	 
	 	Marilou Legge 	 
	 	Executive Vice President,

Organization Effectiveness

and Corporate Communications 	 
	 
	 	 	 
	 	/s/ Richard J. Surratt
 	 
	 	Richard J. Surratt 	 
	 	February 3, 2011