ARBITRON INC
EX-10.15 EXECUTIVE EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>7
<FILENAME>w48557ex10-15.txt
<DESCRIPTION>EX-10.15 EXECUTIVE EMPLOYMENT AGREEMENT
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                                                                  EXHIBIT 10.15


                                ARBITRON INC.

                        EXECUTIVE EMPLOYMENT AGREEMENT

PARTIES

                    ARBITRON INC. (A DELAWARE CORPORATION)
                              142 W. 57TH STREET
                           NEW YORK, NY 10019-3300

                                     AND

                              STEPHEN B. MORRIS
                                ("EXECUTIVE")


DATE:        APRIL 1, 2001

RECITALS

A.       Arbitron wishes to obtain the services of Executive for the duration
         of this Agreement, and Executive wishes to provide his services for
         such period.

B.       Arbitron desires reasonable protection of Arbitron's Confidential
         Information (as defined below).

C.       Arbitron desires assurance that Executive will not compete with
         Arbitron, engage in recruitment of Arbitron's employees or make
         disparaging statements about Arbitron after termination of
         employment, and Executive is willing to refrain from such
         competition, recruitment and disparagement.

D.       Executive desires to be assured of a minimum Base Salary (as defined
         below) from Arbitron for Executive's services for the term of this
         Agreement (unless terminated earlier pursuant to the terms of this
         Agreement).

E.       It is expressly recognized by the parties that Executive's acceptance
         of, and continuance in, Executive's position with Arbitron and
         agreement to be bound by the terms of this Agreement represents a
         substantial commitment to Arbitron in terms of Executive's personal
         and professional career and a foregoing of present and future career
         options by Executive, for all of which Arbitron receives substantial
         value.

F.       The parties recognize that a Change of Control (as defined below) may
         result in material alteration or diminishment of Executive's position
         and responsibilities and substantially

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         frustrate the purpose of Executive's commitment to Arbitron and
         forebearance of career options.

G.       The parties recognize that in light of the above-described commitment
         and forebearance of career options, it is essential that, for the
         benefit of Arbitron and its stockholders, provision be made for a
         Change of Control Termination (as defined below) in order to enable
         Executive to accept and effectively continue in Executive's position
         in the face of inherently disruptive circumstances arising from the
         possibility of a Change of Control of the Parent Corporation (as
         defined below), although no such change is now contemplated or
         foreseen.

H.       The parties wish to replace any and all prior agreements and
         undertakings with respect to Executive's employment and Change of
         Control occurrences and compensation.

NOW, THEREFORE, in consideration of Executive's acceptance of and continuance
in Executive's employment for the term of this Agreement and the parties'
agreement to be bound by the terms contained herein, the parties agree as
follows:

                                  ARTICLE I

                                 DEFINITIONS

1.01     "BASE SALARY" shall mean regular cash compensation paid on a periodic
         basis exclusive of benefits, bonuses or incentive payments.

1.02     "BOARD" shall mean the Board of Directors of Parent Corporation.

1.03     "ARBITRON" shall mean ARBITRON INC. and, except as otherwise provided
         in Section 8.02 of Article VIII,

         (a)      any Subsidiary (as that term is defined in Section 1.07);
                  and

         (b)      any successor in interest by way of consolidation, operation
                  of law, merger or otherwise.

1.04     "CONFIDENTIAL INFORMATION" shall mean information or material of
         Arbitron which is not generally available to or used by others, 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:

         (a)      information or material relating to Arbitron 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,

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                  engineering, development, manufacturing, purchasing,
                  accounting, or marketing activities;

         (b)      information or material relating to Arbitron'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 Arbitron's software, products or
                  services;

         (c)      information on or material relating to Arbitron which when
                  received is marked as "proprietary," "private," or
                  "confidential;"

         (d)      trade secrets of Arbitron;

         (e)      software of Arbitron 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),
                  programming languages, interfaces, visual displays,
                  technical documentation, user manuals, data files and
                  databases of Arbitron; and

         (f)      any similar information of the type described above which
                  Arbitron obtained from another party and which Arbitron
                  treats as or designates as being proprietary, private or
                  confidential, whether or not owned or developed by Arbitron.

         Notwithstanding the foregoing, "Confidential Information" does not
         include any information which is properly published or in the public
         domain; provided, however, that information which is published by or
         with the aid of Executive 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.

1.05     "DISABILITY" shall mean the inability of Executive to perform his
         duties under this Agreement because of illness or incapacity for a
         continuous period of six months.

1.06     "PARENT CORPORATION" shall mean ARBITRON INC. and, except as
         otherwise provided in Section 8.02 of Article VIII, any successor in
         interest by way of consolidation, operation of law, merger or
         otherwise.  "Parent Corporation" shall not include any Subsidiary.

1.07     "SUBSIDIARY" shall mean: (a) any corporation at least a majority of
         whose securities having ordinary voting power for the election of
         directors (other than securities having such power only by reason of
         the occurrence of a contingency) is at the time owned by Parent
         Corporation and/or one or more Subsidiaries; and (b) any division or
         business unit (or portion thereof) of Parent Corporation or a
         corporation described in clause (a) of this Section 1.07.


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                                  ARTICLE II

                         EMPLOYMENT, DUTIES AND TERM

2.01     EMPLOYMENT.  Upon the terms and conditions set forth in this
         Agreement, Arbitron hereby employs Executive, and Executive accepts
         such employment.

2.02     DUTIES. Executive shall devote hisfull-time and best efforts to
         Arbitron and to fulfilling the duties of hisposition as President and
         Chief Executive Officer, and member of the Arbitron Board of
         Directors.. Executive shall comply with Arbitron's policies and
         procedures to the extent they are not inconsistent with this
         Agreement in which case the provisions of this Agreement prevail.

2.03     TERM. Subject to the provisions of Articles IV and VII, this
         Agreement and Executive's employment shall continue until the later
         of: (a) April 1, 2004; and (b) two years after a Change of Control
         which occurs prior to April 1, 2004 ("Initial Term"). Upon expiration
         of the Initial Term and subject to the provisions of Articles IV, VII
         and VIII, this Agreement and Executive's employment shall be
         automatically extended for successive three year periods.


                                 ARTICLE III

                          COMPENSATION AND EXPENSES

3.01     BASE SALARY. For all services rendered under this Agreement during
         the term of this Agreement, Arbitron shall pay Executive a minimum
         Base Salary at the annual rate of $435,000.If Executive's salary is
         increased from time to time during the term of this Agreement, the
         increased amount shall be the Base Salary for the remainder of the
         term.

3.02     BONUS AND INCENTIVE. Bonus or incentive compensation shall be at the
         sole discretion of Arbitron. Except as otherwise provided in Article
         VII, Arbitron shall have the right, in accordance with their terms,
         to alter, amend or eliminate any bonus or incentive plans, or
         Executive's participation therein, without compensation to Executive.

3.03     VACATION. The Executive shall be entitled to six weeks of annual
         vacation for each year of active employment with Arbitron.

3.04     BUSINESS EXPENSES. Arbitron shall, consistent with its policies in
         effect from time to time, bear all ordinary and necessary business
         expenses incurred by Executive in performing his duties as an
         employee of Arbitron, provided that Executive accounts promptly for
         such expenses to Arbitron in the manner prescribed from time to time
         by Arbitron.

3.05     SUPPLEMENTAL RETIREMENT BENEFIT.

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(a)      ENTITLEMENT.

         (1)      TERMINATION OF EMPLOYMENT. Subject to Sections 3.05(a)(2),
                  3.05(a)(3) and 3.05(a)(4), Executive shall be entitled to a
                  supplemental retirement benefit pursuant to this Section
                  3.05 following his termination of employment with Arbitron
                  at any time for any reason.

         (2)      FORFEITURE. Executive or his surviving spouse, as the case
                  may be, shall not be entitled to receive or retain a
                  supplemental retirement benefit pursuant to this Section
                  3.05 if (A) Executive's employment with Arbitron terminates
                  or is terminated for any reason prior to his attainment of
                  age 62 and (B) Executive breached or breaches any of his
                  obligations arising under Article VI of this Agreement. If,
                  after Executive or his surviving spouse, as the case may be,
                  has received a benefit pursuant to this Section 3.05,
                  Arbitron determines that Executive is not entitled to the
                  benefit, Executive or his surviving spouse, as the case may
                  be, shall promptly repay to Arbitron the benefit payment
                  previously received pursuant to this Section 3.05 together
                  with interest on such payment for the period beginning on
                  the date on which it was paid to Executive or his surviving
                  spouse, as the case may be, and ending on the date on which
                  it is repaid to Arbitron at the prime rate of interest (or
                  such comparable index as may be adopted) established from
                  time to time by the Bank of America National Trust and
                  Savings Association, New York, New York, or its successor in
                  interest, as in effect from time to time during the period
                  in question.

         (3)      DEATH. Except as provided in Section 3.05(d), no benefit
                  shall be paid pursuant to this Section 3.05 to Executive or
                  any other person if Executive's employment with Arbitron
                  terminates because of Executive's death or if Executive dies
                  after his termination of employment with Arbitron but before
                  his supplemental retirement benefit pursuant to this Section
                  3.05 is paid to Executive.

         (4)      OTHER CONDITIONS. As a condition to receiving any benefit
                  pursuant to this Section 3.05, Executive or his surviving
                  spouse, as the case may be, agrees to provide to Arbitron on
                  a timely basis any such information as Arbitron may
                  reasonably request to determine the entitlement of Executive
                  or his surviving spouse, as the case may be, to a benefit
                  pursuant to this Section 3.05 or the amount or timing of the
                  benefit payment or to resolve any other issue or assist
                  Arbitron in making any determination regarding the benefit.

(b)      COMMENCEMENT AND FORM. The benefit pursuant to this Section 3.05
         shall be paid on or as soon as administratively practicable after the
         Determination Date in the form of a lump sum cash payment.

(c)      AMOUNT.

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         (1)      DETERMINATION DATE ON OR AFTER AGE 60. If the Determination
                  Date is on or after the date on which Executive attains age
                  60, the amount of Executive's benefit pursuant to this
                  Section 3.05 shall be a lump sum amount that is actuarially
                  equivalent to a monthly benefit, paid in the Normal Form and
                  commencing as of the Determination Date, equal to
                  one-twelfth of the excess of:

                  (A)      the sum of

                           (i)      the product of Executive's Final Average
                                    Pay multiplied by his Years of Service
                                    through the calendar year during which he
                                    attains age 62 (or, if earlier, through
                                    the date on which he terminates
                                    employment) multiplied by .025 plus

                           (ii)     the product of Executive's Final Average
                                    Pay multiplied by his Years of Service, if
                                    any, following the calendar year during
                                    which he attains age 62 multiplied by
                                    .0167; over

                  (B)      the Offset Amount.

         (2)      DETERMINATION DATE BEFORE AGE 60. If the Determination Date
                  is before the date on which Executive attains age 60, the
                  amount of Executive's benefit pursuant to this Section 3.05
                  shall be a lump sum amount that is actuarially equivalent to
                  a monthly benefit, paid in the Normal Form and commencing as
                  of the Determination Date, equal to one-twelfth of the
                  excess of:

                  (A)      the product of Executive's Final Average Pay
                           multiplied by his Years of Service multiplied by
                           .025, reduced by one-fourth of one percent for each
                           month by which the Determination Date precedes the
                           first day of the month coinciding with or next
                           following the date on which Executive attains age
                           60;

                           over

                  (C)      the Offset Amount.

         (3)      ACTUARIAL EQUIVALENCE. For the purpose of this Section
                  3.05(c), actuarial equivalence for a given Determination
                  Date shall be based on the annual interest rate on 30-year
                  Treasury securities for the month of November of the
                  calendar year immediately preceding the calendar year that
                  includes the Determination Date, as determined in accordance
                  with published guidance from the Internal Revenue Service
                  pursuant to Section 417(e)(3) of the Code (as defined in
                  Section 7.1(e)) and mortality rates per the "applicable
                  mortality table" published in Revenue

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                  Ruling 95-6 or other applicable guidance from the Internal
                  Revenue Service pursuant to Section 417(e)(3) of the Code in
                  effect as of the Determination Date.

(d)      DEATH BENEFITS.

         (1)      DEATH BEFORE DETERMINATION DATE.  If Executive dies before
                  the Determination Date, his surviving spouse, if any, shall,
                  subject to Sections 3.05(a)(2) and 3.05(a)(4), be entitled
                  to a surviving spouse benefit.  The benefit shall be paid to
                  Executive's surviving spouse on or as soon as
                  administratively practicable after the Determination Date in
                  the form of a lump sum cash payment.  The amount of the
                  surviving spouse benefit pursuant to this Section 3.05(d)(1)
                  shall be equal to fifty percent (50%) of the amount of the
                  supplemental retirement benefit that would have been paid to
                  Executive pursuant to this Section 3.05 had he terminated
                  employment on the date of his death (or, if earlier, on the
                  actual date on which he terminated employment) and lived
                  until he received his supplemental retirement benefit.  If
                  Executive's surviving spouse dies after becoming entitled to
                  a surviving spouse benefit pursuant to this Section
                  3.05(d)(1) but before the benefit is paid to the surviving
                  spouse, the benefit shall be paid to the surviving spouse's
                  estate at the same time the benefit would have been paid to
                  the surviving spouse had she lived.


         (2)      DEATH ON OR AFTER DETERMINATION DATE. If Executive dies on
                  or after the Determination Date but before payment of his
                  supplemental retirement benefit pursuant to this Section
                  3.05, the benefit that would have been paid to Executive had
                  he lived shall, subject to Sections 3.05(a)(2) and
                  3.05(a)(4), be paid to Executive's estate at the same time
                  the benefit would have been paid to Executive had he lived.

(e)      NONASSIGNABILITY. The benefit pursuant to this Section 3.05 and the
         right to receive a future benefit pursuant to this Section 3.05 may
         not be anticipated, alienated, sold, transferred, assigned, pledged,
         encumbered or subjected to any charge or legal process.

(f)      RABBI TRUST. Arbitron may, but is not required to, provide for
         payment of the benefit pursuant to this Section 3.05 through a trust.
         The trust must (1) be a grantor trust with respect to which Arbitron
         is treated as the grantor, (2) not cause benefits under this Section
         3.05 to be funded for federal income tax purposes or for purposes of
         the Employee Retirement Income Security Act of 1974, as amended, and
         (3) provide that trust assets will, upon Arbitron's insolvency, be
         used to satisfy the claims of Arbitron's general creditors. If
         Arbitron elects to provide benefits through such a trust, neither
         Executive nor his surviving spouse shall have any interest in the
         assets of the trust.

(g)      NATURE OF INTEREST. Nothing contained in this Section 3.05 is to be
         construed as providing for assets to be held for the benefit of
         Executive or his surviving spouse. If Executive or his surviving
         spouse acquires a right to receive benefit payments pursuant to

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         this Section 3.05, that right is no greater than the right of any
         unsecured general creditor of Arbitron.

(h)      DETERMINATIONS. Arbitron shall make all determinations as to
         entitlement, amount and timing of any benefit payment pursuant to
         this Section 3.05. Arbitron shall have discretionary power and
         authority to interpret, construe, apply, enforce and otherwise
         administer the terms of this Section 3.05 and any reasonable
         determination made by Arbitron in good faith shall be binding and
         conclusive on Executive and his surviving spouse. Any determination
         by Arbitron denying a claim by Executive or his surviving spouse
         shall be stated in writing and shall set forth the specific reason
         for the denial. Arbitron shall afford a reasonable opportunity to the
         claimant for a full and fair review of the determination denying the
         claim. A claimant must exhaust the procedure described in this
         Section 3.05(h) before pursuing the claim in any other proceeding.

(i)      SPECIAL DEFINITIONS. The definitions set forth in this Section
         3.05(i) apply in construing this Section 3.05 unless the context
         otherwise indicates. Other terms used in this Section 3.05 have the
         meanings ascribed to them in Article I of this Agreement. In
         addition, the general provisions of Article VIII of this Agreement
         apply to this Section 3.05 unless the context otherwise indicates.

         (1)      "ARBITRON" means, for purposes of Sections 3.05(a)(4),
                  3.05(f), 3.05(g) and 3.05(h), Arbitron Inc. and any
                  successor in interest by way of consolidation, operation of
                  law, merger or otherwise, but not any Subsidiary.

         (2)      "DETERMINATION DATE means the first day of the fourth
                  calendar month following Executive's termination of
                  employment with Arbitron.

         (3)      "FINAL AVERAGE PAY" means Executive's "final average pay" as
                  defined in the Retirement Plan but determined by
                  disregarding any part of the definition of final average pay
                  in the Retirement Plan that is included for the purpose of
                  complying with Section 401(a)(17) of the Code (within the
                  meaning of Section 7.01(e)). If the Retirement Plan is
                  terminated effective as of a date that is before the date on
                  which Executive terminates employment with Arbitron, the
                  previous sentence shall be applied after the effective date
                  of the termination of the Retirement Plan based on the
                  definition of final average pay in effect under the
                  Retirement Plan on the effective date of the termination of
                  the Retirement Plan as if the Retirement Plan had continued
                  in effect.

         (4)      "NORMAL FORM" means monthly payments to Executive for his
                  life with the last payment made for the month during which
                  Executive dies and with no death benefits payable to any
                  person.

         (5)      "OFFSET AMOUNT" means the annual benefit to which Executive
                  would be entitled under the "offset plans" if his benefit
                  under the offset plans commenced as of the Determination
                  Date and was paid in the Normal Form, based on the terms of
                  the

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                  offset plans in effect and applicable to Executive on the
                  Determination Date or, if earlier, as of the effective date
                  of the termination of an offset plan. If the Determination
                  Date is before the earliest date on which Executive's
                  benefit could commence under an offset plan, the Offset
                  Amount with respect to that offset plan shall be determined
                  by calculating the Offset Amount as of the earliest date on
                  which Executive's benefit could commence under the offset
                  plan and then reducing that benefit by one fourth of one
                  percent for each month by which the offset date precedes the
                  earliest date on which Executive's benefit could commence
                  under the offset plan. The Offset Amount shall be determined
                  without regard to the actual timing of commencement and form
                  of Executive's benefit pursuant to the offset plans. For the
                  purpose of this Section 3.05(i)(5), the offset plans are the
                  Retirement Plan, the Arbitron Inc. Benefit Equalization Plan
                  and any defined benefit pension plan maintained by any
                  previous employer of Executive which was or is operated by
                  such previous employer as a qualified plan pursuant to
                  Section 401(a) of the Code (within the meaning of Section
                  7.01(e)), or any successor to any such plans.

         (6)      "RETIREMENT PLAN" means the Arbitron Inc. Retirement Plan as
                  from time to time amended.

         (7)      "YEARS OF SERVICE" means (A) each calendar year from and
                  including 1994 through and including 2000 and (B) each
                  calendar year after 2000 and before 2010 during any part of
                  which Executive is an employee of Arbitron (as classified by
                  Arbitron at the time without regard to any subsequent
                  retroactive reclassification). Executive shall not be
                  credited with any Years of Service for any period of
                  employment with Arbitron after 2009.


                                  ARTICLE IV

                              EARLY TERMINATION

4.01     EARLY TERMINATION. This Article shall not apply to a Change of
         Control Termination which is governed solely by the provisions of
         Article VII, and does not alter the respective continuing obligations
         of the parties pursuant to Articles V, VI, and IX.

4.02     TERMINATION FOR CAUSE.  Arbitron may terminate this Agreement and
         Executive's employment immediately for cause.  For the purpose hereof
         "cause" means:

         (a)      fraud;

         (b)      misrepresentation;

         (c)      theft or embezzlement of Arbitron assets;

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         (d)      intentional violations of law involving moral turpitude;

         (e)      failure to follow Arbitron's conduct and ethics policies;
                  and/or

         (f)      the continued failure by Executive to attempt in good faith
                  to perform his duties as reasonably assigned to Executive
                  pursuant to Section 2.02 of Article II of this Agreement for
                  a period of 60 days after a written demand for such
                  performance which specifically identifies the manner in
                  which it is alleged Executive has not attempted in good
                  faith to perform such duties.

         In the event of termination for cause pursuant to this Section 4.02,
         Executive shall be paid at the usual rate of Executive's annual Base
         Salary through the date of termination specified in any written notice
         of termination.

4.03     TERMINATION WITHOUT CAUSE. Either Executive or Arbitron may terminate
         this Agreement and Executive's employment without cause on at least
         75 days' written notice. In the event of termination of this
         Agreement and of Executive's employment pursuant to this Section
         4.03, compensation shall be paid as follows:

         (a)      if the notice of termination is given by Executive,
                  Executive shall be paid at the usual rate of his annual Base
                  Salary through the 75 day notice period;

         (b)      if the notice of termination is given by Arbitron, (1)
                  Executive shall be paid at the usual rate of hisannual Base
                  Salary through the 75 day notice period, however, Arbitron
                  shall have the option of making termination of the Agreement
                  and Executive's employment effective immediately upon notice
                  in which case Executive shall be paid a lump sum
                  representing the value of 75 days worth of salary; and (2)
                  Executive shall receive, starting within 15 days after the
                  end of the 75 day notice period, two years' Base Salary
                  payable, at the sole discretion of Arbitron, in either the
                  form of a lump sum payment or on a regular payroll period
                  basis.  In addition, Executive shall receive the bonus, if
                  any, to which Executive would otherwise have become entitled
                  under all applicable Arbitron bonus plans in effect at the
                  time of termination of this Agreement had Executive remained
                  continuously employed for the full fiscal year in which
                  termination occurred and continued to perform his duties in
                  the same manner as they were performed immediately prior to
                  termination, multiplied by a fraction, the numerator of
                  which shall be the number of whole months Executive was
                  employed in the year in which termination occurred and the
                  denominator of which is 12. This bonus amount shall be paid
                  within 15 days after the date such bonus would have been
                  paid had Executive remained employed for the full fiscal
                  year. In addition, for a period of two years following
                  termination pursuant to this Section 4.03(b), the Executive
                  would be entitled to receive from Arbitron the same or
                  equivalent health, dental, accidental death and
                  dismemberment, short and long-term disability, life
                  insurance coverages, and all other insurance policies and
                  health and welfare benefits programs, policies or
                  arrangements, at the same levels and coverages as Executive
                  was receiving on

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                  the day immediately prior to his termination.  Executive
                  shall be required to pay no more for the above mentioned
                  benefits than he paid as an active employee, or if provided
                  by Arbitron at no cost to employee on the day immediately
                  prior to Executive's termination, they shall continue to be
                  made available to Executive on this basis.In addition,
                  Arbitron shall provide or make arrangements for reasonable
                  outplacement services for Executive based on his level
                  within Arbitron.

         (c)      In the event that termination occurs pursuant to Section
                  4.03(b), in order to receive the payments specified therein,
                  Arbitron shall require the Executive to execute a release,
                  similar to that attached as Exhibit A, of all claims against
                  Arbitron.

4.04     TERMINATION IN THE EVENT OF DEATH OR DISABILITY.  This Agreement
         shall terminate in the event of death or disability of Executive.

         (a)      In the event of Executive's death, Arbitron shall pay an
                  amount equal to 12 months of Base Salary at the rate in
                  effect at the time of Executive's death plus the amount
                  Executive would have received in annual incentive plan bonus
                  for the year in which the death occurs had "target" goals
                  been achieved.  Such amount shall be paid (1) to the
                  beneficiary or beneficiaries designated in writing to
                  Arbitron by Executive, (2) in the absence of such
                  designation to the surviving spouse, or (3) if there is no
                  surviving spouse, or such surviving spouse disclaims all or
                  any part, then the full amount, or such disclaimed portion,
                  shall be paid to the executor, administrator or other
                  personal representative of Executive's estate.  The amount
                  shall be paid as a lump sum as soon as practicable following
                  Arbitron's receipt of notice of Executive's death.  All such
                  payments shall be in addition to any payments due pursuant
                  to Section 4.04(c) below.

         (b)      In the event of Executive's disability, Base Salary shall be
                  terminated as of the end of the month in which the last day
                  of the six-month period of Executive's inability to perform
                  his duties occurs.

         (c)      In the event of termination by reason of Executive's death
                  or disability, Arbitron shall pay to Executive any amount
                  equal to (1) the amount Executive would have received in
                  annual incentive plan bonus for the year in which
                  termination occurs had "target" goals been achieved,
                  multiplied by (2) a fraction, the numerator of which shall
                  be the number of whole months Executive was employed in the
                  year in which the death or disability occurred and the
                  denominator of which is 12. The amount payable pursuant to
                  this Section 4.04(c) shall be paid within 15 days after the
                  date such bonus would have been paid had Executive remained
                  employed for the full fiscal year.

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4.05     RETIREMENT.

         (a)      Executive may terminate this Agreement and Executive's
                  employment as a result of Executive's decision to retire
                  from Arbitron. Executive shall provide Arbitron with at
                  least 75 days' written notice of the date upon which
                  Executive intends to retire. Executive shall be paid at the
                  usual rate of his annual Base Salary through the date of
                  retirement stipulated in the written notice.

         (b)      In the event that Executive terminates this Agreement as a
                  result of Executive's decision to retire from Arbitron and
                  Executive is at least 55 years of age with five or more
                  years of service to Arbitron, then Executive (and anyone
                  entitled to claim under or through Executive) shall, until
                  age 65, be entitled to receive from Arbitron the same or
                  equivalent health, dental, accidental death and
                  dismemberment, short and long-term disability, life
                  insurance coverages, and all other insurance policies and
                  health and welfare benefits programs, policies or
                  arrangements, at the same levels and coverages as Executive
                  was receiving on the day immediately prior to his
                  retirement.  Executive shall be required to pay no more for
                  the above mentioned benefits than he paid as an active
                  employee, or if provided by Arbitron at no cost to employees
                  on the day immediately prior to Executive's retirement, they
                  shall continue to be made available to Executive on this
                  basis.

4.06     ENTIRE TERMINATION PAYMENT. The compensation provided for in this
         Article IV for early termination of this Agreement and termination
         pursuant to this Article IV shall constitute Executive's sole remedy
         for such termination. Executive shall not be entitled to any other
         termination or severance payment which may be payable to Executive
         under any other agreement between Executive and Arbitron.


                                  ARTICLE V

                  CONFIDENTIALITY, DISCLOSURE AND ASSIGNMENT

5.01     CONFIDENTIALITY. Executive will not, during the term or after the
         termination or expiration of this Agreement or his/her employment,
         publish, disclose, or utilize in any manner any Confidential
         Information obtained while employed by Arbitron. If Executive leaves
         the employ of Arbitron, Executive will not, without Arbitron's prior
         written consent, retain or take away any drawing, writing or other
         record in any form containing any Confidential Information.

5.02     BUSINESS CONDUCT AND ETHICS. During the term of employment with
         Arbitron, Executive will engage in no activity or employment which
         may conflict with the interest of Arbitron, and will comply with
         Arbitron's policies and guidelines pertaining to business conduct and
         ethics.


                                      12

<PAGE>   13


5.03     DISCLOSURE. Executive will disclose promptly in writing to Arbitron
         all inventions, discoveries, software, writings and other works of
         authorship which are conceived, made, discovered, or written jointly
         or singly on Arbitron time or on Executive's own time, providing the
         invention, improvement, discovery, software, writing or other work of
         authorship is capable of being used by Arbitron in the normal course
         of business, and all such inventions, improvements, discoveries,
         software, writings and other works of authorship shall belong solely
         to Arbitron.

5.04     INSTRUMENTS OF ASSIGNMENT. Executive will sign and execute all
         instruments of assignment and other papers to evidence vestiture of
         Executive's entire right, title and interest in such inventions,
         improvements, discoveries, software, writings or other works of
         authorship in Arbitron, at the request and the expense of Arbitron,
         and Executive will do all acts and sign all instruments of assignment
         and other papers Arbitron may reasonably request relating to
         applications for patents, patents, copyrights, and the enforcement
         and protection thereof. If Executive is 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 conceived, developed or reduced to practice by Executive,
         Executive agrees to do so, and if Executive leaves the employ of
         Arbitron, Arbitron shall pay Executive at a rate mutually agreeable
         to Executive and Arbitron, plus reasonable traveling or other
         expenses.

5.05     EXECUTIVE'S DECLARATION. Executive has no inventions, data bases,
         improvements, discoveries, software, writings or other works of
         authorship useful to Arbitron in the normal course of business, which
         were conceived, made or written prior to the date of this Agreement
         and which are excluded from this Agreement.

5.06     SURVIVAL.  The obligations of this Article V shall survive the
         expiration or termination of this Agreement and Executive's
         employment.


                                  ARTICLE VI

           NON-COMPETITION, NON-RECRUITMENT, AND NON-DISPARAGEMENT

6.01     GENERAL. The parties hereto recognize and agree that (a) Executive is
         a senior executive of Arbitron and is a key executive of Arbitron,
         (b) Executive has received, and will in the future receive,
         substantial amounts of Confidential Information, (c) Arbitron's
         business is conducted on a worldwide basis, and (d) provision for
         non-competition, non-recruitment and non-disparagement obligations by
         Executive is critical to Arbitron's continued economic well-being and
         protection of Arbitron's Confidential Information. In light of these
         considerations, this Article VI sets forth the terms and conditions
         of Executive's obligations of non-competition, non-recruitment and
         non-disparagement subsequent to the termination of this Agreement
         and/or Executive's employment for any reason.

                                      13

<PAGE>   14

6.02     NON-COMPETITION.

         (a)      Unless the obligation is waived or limited by Arbitron in
                  accordance with subsection (b) of this Section 6.02,
                  Executive agrees that for a period of 18 months following
                  termination of employment for any reason ("Non-Compete
                  Period"), Executive 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 Arbitron's business
                  as conducted as of the date of such termination of
                  employment or with any part of Arbitron's contemplated
                  business with respect to which Executive has Confidential
                  Information.  For purposes of this subsection (a),
                  "shareholder" shall not include beneficial ownership of less
                  than five percent (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 subsection (a), "Arbitron's
                  business" shall include business conducted by Arbitron or
                  its affiliates and any partnership or joint venture in which
                  Arbitron or its affiliates is a partner or joint venturer;
                  provided that, "affiliate" as used in this sentence shall
                  not include any corporation in which Arbitron has ownership
                  of less than fifteen percent (15%) of the voting stock.

         (b)      At its sole option Arbitron may, by written notice to
                  Executive at any time within the Non-Compete Period, waive
                  or limit the time and/or geographic area in which Executive
                  cannot engage in competitive activity.

         (c)      During the Non-Compete Period, prior to accepting employment
                  with or agreeing to provide consulting services to, any firm
                  or entity which offers competitive products or services,
                  Executive shall give 30 days prior written notice to
                  Arbitron. Such written notice shall describe the firm and
                  the employment or consulting services to be rendered to the
                  firm or entity, and shall include a copy of the written
                  offer of employment or engagement of consulting services.
                  Arbitron's failure to respond or object to such notice shall
                  not in any way constitute acquiescence or waiver of
                  Arbitron's rights under this Article VI.

         (d)      In the event Executive has provided notice to Arbitron
                  pursuant to subsection (c) of this Section 6.02 and has not
                  accepted employment with or agreed to provide consulting
                  services to, any firm or entity directly as a result of his
                  non-competition obligation pursuant to this Section 6.02,
                  Arbitron shall pay Executive an amount equal to the usual
                  rate of Executive's Base Salary in effect at the time of
                  termination on a regular payroll period basis until the end
                  of the Non-Compete Period.  There shall be credited against
                  Arbitron's obligation to make such payments any other
                  payments made by Arbitron to Executive pursuant to Article
                  IV of this Agreement.  In the event that Arbitron elects,
                  pursuant to subsection (b) of this Section 6.02, to waive
                  all or any portion of the non-competition obligation set
                  forth in subsection (a) hereof, no payment shall be required
                  by Arbitron with respect to the portion of the Non-Compete
                  Period which has been waived.

                                      14

<PAGE>   15

         (e)      In the event Executive fails to provide notice to Arbitron
                  pursuant to subsection (c) of this Section 6.02 and/or in
                  anyway violates its non-competition obligation pursuant to
                  Section 6.02, Arbitron may enforce all of its rights and
                  remedies provided to it under this Agreement, in law and in
                  equity, and Executive shall be deemed to have expressly
                  waived any rights he or she may have had to payments under
                  subsection (d) of this Section 6.02.

6.03     NON-RECRUITMENT. For a period of three years following termination of
         employment for any reason, Executive will not initiate or actively
         participate in any other employer's recruitment or hiring of Arbitron
         employees. This provision shall not preclude Executive from
         responding to a request (other than by Executive's employer) for a
         reference with respect to an individual's employment qualifications.

6.04     NON-DISPARAGEMENT. Executive will not, during the term or after the
         termination or expiration of this Agreement or Executive's
         employment, make disparaging statements, in any form, about Arbitron,
         its officers, directors, agents, employees, products or services
         which Executive knows, or has reason to believe, are false or
         misleading.

6.05     SURVIVAL.  The obligations of this Article VI shall survive the
         expiration or termination of this Agreement and Executive's
         employment.


                                 ARTICLE VII

                              CHANGE OF CONTROL

7.01     DEFINITIONS.  For purposes of this Article VII, the following
         definitions shall be applied:

         (a)      "BENEFIT PLAN" means any formal or informal plan, program or
                  other arrangement heretofore or hereafter adopted by
                  Arbitron for the direct or indirect provision of
                  compensation to Executive (including groups or classes of
                  participants or beneficiaries of which Executive is a
                  member), whether or not such compensation is deferred, is in
                  the form of cash or other property or rights, or is in the
                  form of a benefit to or for Executive.

         (b)      "CHANGE OF CONTROL" shall mean any of the following events:

                           (1)      a merger or consolidation to which Parent
                                    Corporation is a party if the individuals
                                    and entities who were stockholders of
                                    Parent Corporation immediately prior to
                                    the effective date of such merger or
                                    consolidation have beneficial ownership
                                    (as defined in Rule 13d-3 under the
                                    Securities Exchange Act of 1934) of less
                                    than fifty percent (50%) of the total
                                    combined voting power for election of

                                      15

<PAGE>   16

                                    directors of the surviving corporation
                                    immediately following the effective date
                                    of such merger or consolidation; or

                           (2)      the direct or indirect beneficial
                                    ownership (as defined in Rule 13d-3 under
                                    the Securities Exchange Act of 1934) in
                                    the aggregate of securities of Parent
                                    Corporation representing twenty-five
                                    percent (25%) or more of the total
                                    combined voting power of Parent
                                    Corporation's then issued and outstanding
                                    securities by any person or entity, or
                                    group of associated persons or entities
                                    acting in concert; provided, however, that
                                    for purposes of hereof, the following
                                    acquisitions shall not constitute a Change
                                    of Control: (A) any acquisition by Parent
                                    Corporation, or (B) any acquisition by any
                                    employee benefit plan (or related trust)
                                    sponsored or maintained by Parent
                                    Corporation or any corporation controlled
                                    by Parent Corporation; or

                           (3)      the sale of the properties and assets of
                                    Parent Corporation, substantially as an
                                    entirety, to any person or entity which is
                                    not a wholly-owned subsidiary of Parent
                                    Corporation; or

                           (4)      the stockholders of Parent Corporation
                                    approve any plan or proposal for the
                                    liquidation of Parent Corporation; or

                           (5)      a change in the composition of the Board
                                    at any time during any consecutive 24
                                    month period such that the "Continuity
                                    Directors" cease for any reason to
                                    constitute at least a seventy percent
                                    (70%) majority of the Board. For purposes
                                    of this clause, "Continuity Directors"
                                    means those members of the Board who
                                    either (A) were directors at the beginning
                                    of such consecutive 24 month period, or
                                    (B) were elected by, or on the nomination
                                    or recommendation of, at least a
                                    two-thirds (2/3) majority of the
                                    then-existing Board; or

                           (6)      such other event or transaction as the
                                    Board shall determine constitutes a Change
                                    of Control.

         (c)      "CHANGE OF CONTROL COMPENSATION" means any payment or
                  benefit (including any transfer of property) in the nature
                  of compensation, to or for the benefit of Executive under
                  this Agreement or any Other Agreement or Benefit Plan, which
                  is considered to be contingent on a Change of Control for
                  purposes of Section 280G of the Code.

         (d)      "CHANGE OF CONTROL TERMINATION" means, with respect to
                  Executive, either of the following events occurring within
                  two years after a Change of Control:

                           (1)      Termination of Executive's employment by
                                    Arbitron for any reason other than (A)
                                    fraud, (B) misrepresentation, (C) theft or

                                      16

<PAGE>   17

                                    embezzlement of Arbitron assets, (D)
                                    intentional violations of law involving
                                    moral turpitude, or (E) failure to follow
                                    Arbitron's conduct and ethics policies; or

                           (2)      Termination of employment with Arbitron by
                                    Executive pursuant to Section 7.02 of this
                                    Article VII.

                  A Change of Control Termination by Executive shall not,
                  however, include termination by reason of death or
                  Disability.

         (e)      "CODE" means the Internal Revenue Code of 1986, as amended.
                  Any reference to a section of the Code shall include the
                  corresponding section of such Code as from time to time
                  amended.

         (f)      "GOOD REASON" means a good faith determination by Executive,
                  in Executive's sole and absolute judgment, that any one or
                  more of the following events has occurred, without
                  Executive's express written consent, after a Change of
                  Control:

                           (1)      A change in Executive's reporting
                                    responsibilities, titles or offices as in
                                    effect immediately prior to the Change of
                                    Control, or any removal of Executive from,
                                    or any failure to re-elect Executive to,
                                    any of such positions, which has the
                                    effect of materially diminishing
                                    Executive's responsibility or authority;

                           (2)      A reduction by Arbitron in Executive's
                                    Base Salary as in effect immediately prior
                                    to the Change of Control or as the same
                                    may be increased from time to time
                                    thereafter;

                           (3)      Arbitron requiring Executive to be based
                                    anywhere other than within 50miles of
                                    Executive's job location at the time of
                                    the Change of Control;

                           (4)      Without replacement by plans, programs, or
                                    arrangements which, taken as a whole,
                                    provide benefits to Executive at least
                                    reasonably comparable to those
                                    discontinued or adversely affected, (A)
                                    the failure by Arbitron to continue in
                                    effect, within its maximum stated term,
                                    any pension, bonus, incentive, stock
                                    ownership, purchase, option, life
                                    insurance, health, accident, disability,
                                    or any other employee compensation or
                                    benefit plan, program or arrangement, in
                                    which Executive is participating
                                    immediately prior to a Change of Control;
                                    or (B) the taking of any action by
                                    Arbitron that would materially adversely
                                    affect Executive's participation or
                                    materially reduce Executive's benefits
                                    under any of such plans, programs or
                                    arrangements;

                                      17

<PAGE>   18

                           (5)      The failure by Arbitron to provide office
                                    space, furniture, and secretarial support
                                    at least comparable to that provided
                                    Executive immediately prior to the Change
                                    of Control or the taking of any similar
                                    action by Arbitron that would materially
                                    adversely affect the working conditions in
                                    or under which Executive performs his
                                    employment duties; or

                           (6)      Any material breach of this Agreement by
                                    Arbitron.

         (g)      "OTHER AGREEMENTS" means any agreement, contract or
                  understanding heretofore or hereafter entered into between
                  Executive and Arbitron for the direct or indirect provision
                  of compensation to Executive.

7.02     CHANGE OF CONTROL TERMINATION RIGHT. For a period of two years
         following a Change of Control that occurred during the term of this
         Agreement, Executive shall have the right, at any time and within
         Executive's sole discretion, to terminate employment with Arbitron
         for Good Reason. Such termination shall be accomplished by, and
         effective upon, Executive giving written notice to Arbitron of
         Executive's decision to terminate. Except as otherwise expressly
         provided in this Agreement, upon the exercise of said right, all
         obligations and duties of Executive under this Agreement shall be of
         no further force and effect.

7.03     CHANGE OF CONTROL TERMINATION PAYMENT.

         (a)      In the event of a Change of Control Termination that
                  occurred during the term of this Agreement, then, and
                  without further action by the Board, Compensation Committee
                  or otherwise, Arbitron shall, within five days of such
                  termination, make a lump sum payment to Executive in an
                  amount equal to three times the sum of (i) 12 months of Base
                  Salary at the rate in effect at the time of Executive's
                  termination, (ii) the bonus, if any, that Executive would
                  have received under all applicable Arbitron bonus plans for
                  the year in which the termination occurs at the higher of
                  the target award applicable to the year in which the
                  termination occurs or the average of the actual bonuses paid
                  for the last three fiscal years, and (iii) the annual
                  perquisite cash adder Executive would have received in the
                  year in which the termination occurs.

         (b)      In addition to the payments made pursuant to Section 7.03(a)
                  hereof, in the event of a Change of Control Termination that
                  occurred during the term of this Agreement, then, and
                  without further action by the Board, Compensation Committee
                  or otherwise, Arbitron shall provide to Executive a pension
                  supplement equivalent to the difference, if any, between:
                  (i) the monthly benefits to which Executive would have been
                  entitled under the defined benefit pension plan or plans in
                  which Executive participates immediately prior to the Change
                  of Control Termination which includes an additional three
                  years of age and service; and (ii)

                                      18

<PAGE>   19


                  the amount to which Executive is, in fact, entitled under
                  such defined benefit pension plan or plans.

         (c)      In addition to the payments pursuant to Section 7.03(a) and
                  Section 7.03(b), in the event of a Change of Control
                  Termination that occurred during the term of this Agreement,
                  then, and without further action by the Board, Compensation
                  Committee or otherwise in determining Executive's
                  supplemental retirement benefit pursuant to Section 3.05:

                  (1)      An additional three years of age and an additional
                           three Years of Service shall be added to
                           Executive's actual age and Years of Service (the
                           additional Years of Service shall not be limited by
                           the final sentence of Section 3.05(i)(9)); and

                  (2)      the benefit shall not be reduced for commencement
                           before age 60 pursuant to Section 3.05(c)(2), if
                           applicable.

         (d)      Neither the payments made pursuant to Section 7.03(a), the
                  pension supplement provided pursuant to Section 7.03(b), or
                  the additional supplemental retirement benefits provided
                  pursuant to Section 3.05 due to the adjustments pursuant to
                  Section 7.03(c) nor any other compensation to be provided to
                  Executive by Arbitron pursuant to this Agreement or any
                  other agreement or Benefit Plan which may be considered
                  Change of Control Compensation shall be subject to any
                  limitation on Change of Control Compensation which may
                  otherwise be expressed in any such agreement or Benefit
                  Plan.

7.04     TAX REIMBURSEMENT.

         (a)      Anything in this Agreement to the contrary notwithstanding,
                  in the event it shall be determined that any payments or
                  distributions by Arbitron to or for the benefit of Executive
                  (whether paid or payable or distributed or distributable
                  pursuant to the terms of this Agreement or otherwise, but
                  determined without regard to any payments required under
                  this Section 7.04) (collectively, the "Payments") would be
                  subject to the excise tax imposed by Section 4999 of the
                  Code or any interest or penalties are incurred by Executive
                  with respect to such excise tax (such excise tax, together
                  with any such interest and penalties, are hereinafter
                  collectively referred to as the "Excise Tax"), then
                  Executive shall be entitled to receive an additional payment
                  (a "Gross-Up Payment") in an amount such that, after payment
                  by Executive of all taxes (and any interest or penalties
                  imposed with respect to such taxes), including any income
                  taxes and Excise Tax imposed upon the Gross-Up Payment,
                  Executive retains an amount of the Gross-Up Payment equal to
                  the Excise Tax imposed upon the Payments.

         (b)      Subject to the provisions of Section 7.04(d), all
                  determinations required to be made under this Section 7.04,
                  including whether and when a Gross-Up Payment is

                                      19

<PAGE>   20

                  required and the amount such Gross-Up Payment and the
                  assumptions to be utilized in arriving at such
                  determination, shall be made by Arbitron's external auditors
                  (the "Accounting Firm"), which shall provide detailed
                  supporting calculations both to Arbitron and Executive
                  within 15 business days of the receipt of notice from
                  Executive that there has been a Payment, or such earlier
                  time as is requested by Arbitron.  In the event that the
                  Accounting Firm is serving as accountant or auditor for the
                  individual, entity or group effecting the Change of Control,
                  Executive shall appoint another nationally recognized
                  accounting firm to make the determinations required
                  hereunder (which accounting firm shall then be referred to
                  as the "Accounting Firm" hereunder).  All fees and expenses
                  of the Accounting Firm shall be borne solely by Arbitron.
                  Any Gross-Up Payment, as determined pursuant to this Section
                  7.04, shall be paid by Arbitron to Executive within five
                  days of the receipt of the Accounting Firm's determination.
                  Any determination by the Accounting Firm shall be binding
                  upon Arbitron and Executive.

         (c)      As a result of uncertainty in the application of Section
                  4999 of the Code at the time of the initial determination by
                  the Accounting Firm hereunder, it is possible that Gross-Up
                  Payments which should have been made by Arbitron will not
                  have been made ("Underpayment"), consistent with the
                  calculations required to be made hereunder. In the event
                  that Arbitron exhausts its remedies pursuant to Section
                  7.04(d) and Executive thereafter is required to make a
                  payment of any additional Excise Tax, the Accounting Firm
                  shall determine the amount of the Underpayment that has
                  occurred and any such Underpayment shall be promptly paid by
                  Arbitron to or for the benefit of Executive.

         (d)      Executive shall notify Arbitron in writing of any claim by
                  the Internal Revenue Service or any other taxing authority
                  that, if successful, would require the payment by Arbitron
                  of any Gross-Up Payment.  Such notification shall be given
                  as soon as practicable but no later than ten business days
                  after Executive knows of such claim and shall apprise
                  Arbitron of the nature of such claim and the date on which
                  such claim is requested to be paid. Executive shall not pay
                  such claim prior to the expiration of the thirty-day period
                  following the date on which it gives such notice to Arbitron
                  (or such shorter period ending on the date that any payment
                  of taxes with respect to such claim is due).  If Arbitron
                  notifies Executive in writing prior to the expiration of
                  such period that it desires to contest such claim, Executive
                  shall:

                                    (i)     give Arbitron any information
                                            reasonably requested by Arbitron
                                            relating to such claim;

                                    (ii)    take such action in connection
                                            with contesting such claim as
                                            Arbitron shall reasonably request
                                            in writing from time to time,
                                            including accepting legal
                                            representation with respect


                                      20

<PAGE>   21


                                            to such claim by an attorney
                                            reasonably selected by Arbitron;

                                    (iii)   cooperate with Arbitron in good
                                            faith in order to effectively
                                            contest such claim; and

                                    (iv)    permit Arbitron to participate in
                                            any proceedings relating to such
                                            claim;

                  provided, however, that Arbitron shall bear and pay directly
                  all costs and expenses (including additional interest and
                  penalties) incurred in connection with such contest and
                  shall indemnify and hold Executive harmless, on an after-tax
                  basis, for any Excise Tax or income tax (including interest
                  and penalties with respect thereto) imposed as a result of
                  such representation and payment of costs and expenses.
                  Without limitation on the foregoing provisions of this
                  Section 7.04(d), Arbitron shall control all proceedings
                  taken in connection with such contest and, at its sole
                  option, may pursue or forego any and all administrative
                  appeals, proceedings, hearings and conferences with the
                  taxing authority in respect of such claim and may, at its
                  sole option, either direct Executive to pay the tax claimed
                  and sue for a refund or contest the claim in any permissible
                  manner, and Executive agrees to prosecute such contest to a
                  determination before any administrative tribunal, in a court
                  of initial jurisdiction and in one or more appellate courts,
                  as Arbitron shall determine; provided further, however, that
                  if Arbitron directs Executive to pay such claim and sue for
                  a refund, Arbitron shall advance the amount of such payment
                  to Executive on an interest-free basis and shall indemnify
                  and hold Executive harmless, on an after-tax basis, from any
                  Excise Tax or income tax (including interest or penalties
                  with respect thereto) imposed with respect to such advance
                  or with respect to any imputed income with respect to such
                  advance; and provided further that any extension of the
                  statute of limitations relating to payment of taxes for the
                  taxable year of Executive with respect to which such
                  contested amount is claimed to be due is limited solely to
                  such contested amount. Furthermore, Arbitron's control of
                  the contest shall be limited to issues with respect to which
                  a Gross-Up Payment would be payable hereunder and Executive
                  shall be entitled to settle or contest, as the case may be,
                  any other issue raised by the Internal Revenue Service or
                  any other taxing authority.

         (e)      If, after the receipt by Executive of an amount advanced by
                  Arbitron pursuant to Section 7.04(d), Executive becomes
                  entitled to receive any refund with respect to such claim,
                  Executive shall (subject to Arbitron's complying with the
                  requirements of Section 7.04(d)) promptly pay to Arbitron
                  the amount of such refund (together with any interest paid
                  or credited thereon after taxes applicable thereto).  If,
                  after the receipt by Executive of an amount advanced by
                  Arbitron pursuant to Section 7.04(d), a determination is
                  made that Executive shall not be entitled to any refund with
                  respect to such claim and Arbitron does not notify Executive
                  in writing of its intent to contest such denial of refund
                  prior to the expiration of thirty days after

                                      21

<PAGE>   22

                  such determination, then such advance shall be forgiven and
                  shall not be required to be repaid and the amount of such
                  advance shall offset, to the extent thereof, the amount of
                  Gross-Up Payment required to be paid.

7.05     INTEREST. In the event Arbitron does not make timely payment in full
         of the Change of Control Termination payment described in Section
         7.03, Executive shall be entitled to receive interest on any unpaid
         amount at the lower of: (a) the prime rate of interest (or such
         comparable index as may be adopted) established from time to time by
         the Bank of America National Trust and Savings Association, New York,
         New York or its successor in interest; or (b) the maximum rate
         permitted under Section 280G(d)(4) of the Internal Revenue Code.

7.06     ATTORNEYS' FEES. In the event Executive incurs any legal expense to
         enforce or defend his rights under this Article VII of this
         Agreement, or to recover damages for breach thereof, Executive shall
         be entitled to recover from Arbitron any expenses for attorneys' fees
         and disbursements incurred.

7.07     BENEFITS CONTINUATION. In the event of a Change of Control
         Termination, Executive (and anyone entitled to claim under or through
         Executive) shall, until age 65, be entitled to receive from Arbitron
         the same or equivalent health, dental, accidental death and
         dismemberment, short and long-term disability, life insurance
         coverages, and all other insurance policies and health and welfare
         benefits programs, policies or arrangements, at the same levels and
         coverages as Executive was receiving on the day immediately prior to
         the Change of Control at a cost not to exceed the amount Executive
         would continue to pay had hecontinued to be an active employee of
         Arbitron. To the extent that election of continuation of any of such
         coverages, programs, policies, or arrangements is made available to
         employees terminating at age 55 with 15 or more years of service,
         Executive shall be required to pay no more for continuation than is
         required of such employees on the day immediately prior to the Change
         of Control. If no such continuation program is available, Executive
         shall be required to pay no more than he paid as an active employee,
         or if provided by Arbitron at no cost to employees on the day
         immediately prior to the Change of Control, they shall continue to be
         made available to Executive on this basis.


                                 ARTICLE VIII

                              GENERAL PROVISIONS

8.01     NO ADEQUATE REMEDY. The parties declare that it is impossible to
         measure in money the damages which will accrue to either party by
         reason of a failure to perform any of the obligations under this
         Agreement and therefore injunctive relief is appropriate. Therefore,
         if either party shall institute any action or proceeding to enforce
         the provisions hereof, such party against whom such action or
         proceeding is brought hereby waives the claim or defense that such
         party has an adequate remedy at law, and such party shall not urge in

                                      22

<PAGE>   23

         any such action or proceeding the claim or defense that such party
         has an adequate remedy at law.

8.02     SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
         inure to the benefit of the successors and assigns of Parent
         Corporation and each Subsidiary, whether by way of merger,
         consolidation, operation of law, assignment, purchase or other
         acquisition of substantially all of the assets or business of
         Arbitron, and any such successor or assign shall absolutely and
         unconditionally assume all of Arbitron's obligations hereunder.

8.03     NOTICES. All notices, requests and demands given to or made pursuant
         hereto shall, except as otherwise specified herein, be in writing and
         be delivered or mailed to any such party at its address:

         (a)      ARBITRON INC.
                  9705 Patuxent Woods Drive
                  Columbia, Maryland 21046
                  Attention:  VP & Chief Legal Officer

         (b)      In the case of Executive shall be:

                  At the address listed on the last page of this Agreement.

                  Either party may, by notice hereunder, designate a changed
                  address. Any notice, if mailed properly addressed, postage
                  prepaid, registered or certified mail, shall be deemed
                  dispatched on the registered date or that stamped on the
                  certified mail receipt, and shall be deemed received within
                  the second business day thereafter or when it is actually
                  received, whichever is sooner.

8.04     CAPTIONS.  The various headings or captions in this Agreement are for
         convenience only and shall not affect the meaning or interpretation
         of this Agreement.

8.05     GOVERNING LAW. The validity, construction and performance of this
         Agreement shall be governed by the laws of the State of New York and
         any and every legal proceeding arising out of or in connection with
         this Agreement shall be brought exclusively in the appropriate courts
         of the State of New York, each of the parties hereby consenting to
         the exclusive jurisdiction of said courts for this purpose. The
         parties hereto expressly recognize and agree that the implementation
         of this Governing Law provision is essential in light of the fact
         that Parent Corporation's corporate headquarters and its principal
         executive offices are located within the State of New York, and there
         is a critical need for uniformity in the interpretation and
         enforcement of the employment agreements between Arbitron and its
         senior executives.

8.06     CONSTRUCTION. Wherever possible, each provision of this Agreement
         shall be interpreted in such manner as to be effective and valid
         under applicable law, but if any provision of this Agreement shall be
         prohibited by or invalid under applicable law, such provision shall


                                      23

<PAGE>   24

         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.

8.07     WAIVERS. No failure on the part of either party to exercise, and no
         delay in exercising, any right or remedy hereunder shall operate as a
         waiver thereof; nor shall any single or partial exercise of any right
         or remedy hereunder preclude any other or further exercise thereof or
         the exercise of any other right or remedy granted hereby or by any
         related document or by law.

8.08     MODIFICATION.  Any changes or amendments to this Agreement must be in
         writing and signed by both parties.

8.09     ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
         understanding between the parties hereto in reference to all the
         matters herein agreed upon. This Agreement replaces in full all prior
         employment agreements or understandings of the parties hereto, and
         any and all such prior agreements or understandings are hereby
         rescinded by mutual agreement.

IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.


EXECUTIVE                           ARBITRON INC.

/s/ Stephen B. Morris               By:  /s/ Lawrence Perlman
---------------------------              ------------------------------------
Stephen B. Morris                         Lawrence Perlman

                                    Title:     Chair, Compensation and Human
                                               -----------------------------
                                               Resources Committee
                                               -------------------

Address:

-----------------------

-----------------------

-----------------------


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</TEXT>
</DOCUMENT>
