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EXHIBIT 10.16
INDEMNIFICATION AGREEMENT
This Agreement, made and entered into as of the 30th day of
March, 2001, ("Agreement"), by and between Arbitron Inc., a Delaware
corporation ("Company"), and __________________ ("Indemnitee"):
WHEREAS, highly competent persons may be reluctant to serve
publicly-held corporations as directors or in other capacities unless they are
provided with adequate protection through insurance or adequate
indemnification against risks of claims and actions against them arising out
of their service to and activities on behalf of such corporations; and
WHEREAS, the Board of Directors of the Company has
determined that difficulties in attracting and retaining such persons are
detrimental to the best interests of the Company's stockholders and that the
Company should act to assure such persons that there will be increased
certainty of such protection in the future; and
WHEREAS, it is reasonable, prudent and necessary for the
Company contractually to obligate itself to indemnify such persons to the
fullest extent permitted by applicable law so that they will serve or continue
to serve the Company free from undue concern that they will not be so
indemnified; and
WHEREAS, Indemnitee is willing to serve, continue to serve
and to take on additional service for or on behalf of the Company on the
condition that Indemnitee be so indemnified;
NOW, THEREFORE, in consideration of the premises and the
covenants contained herein, the Company and Indemnitee do hereby covenant and
agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement the following terms shall have the
meaning given here:
1.01 "Board" shall mean the Board of Directors of the Company.
1.02 "Change of Control" shall mean any of the following events:
(a) Unless approved by the affirmative vote of at least
two-thirds (2/3) of those members of the Board who
are in office immediately prior to the event(s) and
who are not employees of the Company:
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(l) the merger or consolidation of the Company
with, or the sale of all or substantially
all of the assets of the Company to, any
person or entity or group of associated
persons or entities; or
(2) the direct or indirect beneficial
ownership in the aggregate of securities
of the Company representing twenty percent
(20%) or more of the total combined voting
power of the Company's then issued and
outstanding securities by any person or
entity, or group of associated persons or
entities acting in concert, not affiliated
(within the meaning of the Securities Act
of 1933) with the Company as of the date
of this Agreement; or
(3) the stockholders of the Company approve
any plan or proposal for the liquidation
or dissolution of the Company.
(b) A change in the composition of the Board at any
time during any consecutive twenty-four (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 (b), "Continuity Directors" means
those members of the Board who either:
(1) were directors at the beginning of such
consecutive twenty-four (24) month period;
or
(2) were elected by, or on the nomination or
recommendation of, at least a two-thirds
(2/3) majority (consisting of at least
eight directors) of the then-existing
Board.
1.03 "Corporate Status" describes the status of a person who is
or was a director, officer, employee, agent or fiduciary of the Company or of
any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person is or was serving at the express
written request of the Company.
1.04 "Disinterested Director" means a director of the Company who
is not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee.
1.05 "Effective Date" means March 30, 2001.
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1.06 "Enterprise" shall mean the Company and any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the express written
request of the Company as a director, officer, employee, agent or fiduciary.
1.07 "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, or being or
preparing to be a witness in a Proceeding.
1.08 "Good Faith" shall mean Indemnitee having acted in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to any criminal
Proceeding, having had no reasonable cause to believe Indemnitee's conduct was
unlawful.
1.09 "Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the
Company or Indemnitee in any matter material to either such party, or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall
not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee's rights
under this Agreement.
1.10 "Proceeding" includes any action, suit, arbitration,
alternate dispute resolution mechanism. investigation, administrative hearing
or any other actual, threatened or completed proceeding whether civil,
criminal, administrative or investigative, other than one initiated by
Indemnitee. For purposes of the foregoing sentence, a "Proceeding" shall not
be deemed to have been initiated by Indemnitee where Indemnitee seeks pursuant
to Article VIII of this Agreement to enforce Indemnitee's rights under this
Agreement.
ARTICLE II
TERM OF AGREEMENT
This Agreement shall continue until and terminate upon the later of:
(i) 10 years after the date that Indemnitee shall have ceased to serve as a
director, officer, employee, agent or fiduciary of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which Indemnitee served at the express written request of the
Company; or (ii) the final termination of all pending Proceedings in respect
of which Indemnitee is granted rights of indemnification or
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advancement of expenses hereunder and of any proceeding commenced by Indemnitee
pursuant to Article VIII of this Agreement relating thereto.
ARTICLE III
SERVICES BY INDEMNITEE, NOTICE OF PROCEEDINGS
3.01 Services. Indemnitee agrees to serve as a director.
Indemnitee may at any time and for any reason resign from such position
(subject to any other contractual obligation or any obligation imposed by
operation of law).
3.02 Notice of Proceeding. Indemnitee agrees promptly to notify
the Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any
Proceeding or matter which may be subject to indemnification or advancement of
Expenses covered hereunder.
ARTICLE IV
INDEMNIFICATION
4.01 In General. In connection with any Proceeding, the Company
shall indemnify, and advance Expenses, to Indemnitee as provided in this
Agreement and to the fullest extent permitted by applicable law in effect on
the date hereof and to such greater extent as applicable law may thereafter
from time to time permit.
4.02 Proceedings Other Than Proceedings by or in the Right of the
Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 4.02 if, by reason of Indemnitee's Corporate Status.
Indemnitee is, or is threatened to be made, a party to any Proceeding, other
than a Proceeding by or in the right of the Company. Indemnitee shall be
indemnified against Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in Good Faith.
4.03 Proceedings by or in the Right of the Company. Indemnitee
shall be entitled to the rights of indemnification provided in this Section
4.03 if, by reason of Indemnitee's Corporate Status, Indemnitee is, or is
threatened to be made, a party to any Proceeding brought by or in the right of
the Company to procure a judgment in its favor. Indemnitee shall be
indemnified against Expenses, judgments, penalties, and amounts paid in
settlement, actually and reasonably incurred by Indemnitee or on Indemnitee's
behalf in connection with such Proceeding if Indemnitee acted in Good Faith.
Notwithstanding the foregoing, no such indemnification shall be made in
respect of any claim, issue or matter in such Proceeding as to which
Indemnitee shall have been adjudged to be liable to the Company if applicable
law prohibits such indemnification; provided, however, that, if applicable law
so permits, indemnification shall nevertheless be made by the Company in such
event if and only to the extent that
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the Court of Chancery of the State of Delaware, or the court in which such
Proceeding shall have been brought or is pending, shall determine.
4.04 Indemnification of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is, by reason of Indemnitee's Corporate Status, a party
to and is successful, on the merits otherwise, in any Proceeding, Indemnitee
shall be indemnified to the maximum extent permitted by law, against all
Expenses, judgments, penalties, fines, and amounts paid in settlement,
actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding, the Company
shall indemnify Indemnitee to the maximum extent permitted by law, against all
Expenses, judgments, penalties, fines, and amounts paid in settlement,
actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in
connection with each successfully resolved claim, issue or matter. For
purposes of this Section 4.04 and without limitation, the termination of any
claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue
or matter, so long as there has been no finding (either adjudicated or
pursuant to Article VI) that Indemnitee did not act in Good Faith.
4.05 Indemnification for Expenses of a Witness. Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of Indemnitee's Corporate Status, a witness in any Proceeding.
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee's behalf in connection therewith.
ARTICLE V
ADVANCEMENT OF EXPENSES
Notwithstanding any provision to the contrary in Article VI, the
Company shall advance all reasonable Expenses which, by reason of Indemnitee's
Corporate Status, were incurred by or on behalf of Indemnitee in connection
with any Proceeding, within twenty days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances,
whether prior to or after final disposition of such Proceeding. Such statement
or statements shall reasonably evidence the Expenses incurred by Indemnitee
and shall include or be preceded or accompanied by an undertaking by or on
behalf of Indemnitee to repay any Expenses if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified against such
Expenses. Any advance and undertakings to repay pursuant to this Article V
shall be unsecured and interest free.
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ARTICLE VI
PROCEDURES FOR DETERMINATION OF
ENTITLEMENT TO INDEMNIFICATION
6.01 Initial request. To obtain indemnification under this
Agreement, Indemnitee shall submit to the Company a written request, including
therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. The Secretary of the
Company shall promptly advise the Board in writing that Indemnitee has
requested indemnification.
6.02 Method of Determination. A determination (if required by
applicable law) with respect to Indemnitee's entitlement to indemnification
shall be made as follows:
(a) if a Change in Control has occurred, unless
Indemnitee shall request in writing that such
determination be made in accordance with clause (b)
of this Section 6.02, the determination shall be
made by Independent Counsel in a written opinion to
the Board, a copy of which shall be delivered to
Indemnitee;
(b) if a Change of Control has not occurred, and
subject to Section 6.05, the determination shall be
made by the Board by a majority vote of a quorum
consisting of Disinterested Directors. In the event
that a quorum of the Board consisting of
Disinterested Directors is not obtainable or, even
if obtainable, such quorum of Disinterested
Directors so directs, the determination shall be
made by Independent Counsel in a written opinion to
the Board, a copy of which shall be delivered to
Indemnitee.
6.03 Selection, Payment, Discharge, of Independent Counsel. In
the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 6.02 of this Agreement, the
Independent Counsel shall be selected, paid, and discharged in the following
manner:
(a) If a Change of Control has not occurred, the
Independent Counsel shall be selected by the Board,
and the Company shall give written notice to
Indemnitee advising Indemnitee of the identity of
the Independent Counsel so selected.
(b) If a Change of Control has occurred, the
Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such
selection be made by the Board, in which event
clause (a) of this section shall apply), and
Indemnitee shall give written
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notice to the Company advising it of the identity
of the Independent Counsel so selected.
(c) Following the initial selection described in
clauses (a) and (b) of this Section 6.03,
Indemnitee or the Company, as the case may be, may,
within 7 days after such written notice of
selection has been given, deliver to the other
party a written objection to such selection. Such
objection may be asserted only on the ground that
the Independent Counsel so selected does not meet
the requirements of independent Counsel as defined
in Section 1.09 of this Agreement, and the
objection shall set forth with particularity the
factual basis of such assertion. Absent a proper
and timely objection, the person so selected shall
act as Independent Counsel. If such written
objection is made, the Independent Counsel so
selected may not serve as Independent Counsel
unless and until a court has determined that such
objection is without merit.
(d) Either the Company or Indemnitee may petition the
Court of Chancery of the State of Delaware or other
court of competent jurisdiction if the parties have
been unable to agree on the selection of
Independent Counsel within 20 days after submission
by Indemnitee of a written request for
indemnification pursuant to Section 6.01 of this
Agreement. Such petition may request a
determination whether an objection to the party's
selection is without merit and/or seek the
appointment as Independent Counsel of a person
selected by the Court or by such other person as
the Court shall designate. A person so appointed
shall act as Independent Counsel under Section 6.02
of this Agreement.
(e) The Company shall pay any and all reasonable fees
and expenses of Independent Counsel incurred by
such Independent Counsel in connection with acting
pursuant to this Agreement, and the Company shall
pay all reasonable fees and expenses incident to
the procedures of this Section 6.03, regardless of
the manner in which such Independent Counsel was
selected or appointed.
(f) Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 8.01
(C) of this Agreement. Independent Counsel shall be
discharged and relieved of any further
responsibility in such capacity (subject to the
applicable standards of professional conduct then
prevailing).
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6.04 Cooperation. Indemnitee shall cooperate with the person,
persons or entity making the determination with respect to Indemnitee's
entitlement to indemnification under this Agreement, including providing to
such person, persons or entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any Costs or expenses (including attorneys'
fees and disbursements) incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the
company (irrespective of the determination as to Indemnitee's entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.
6.05 Payment. If it is determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten (10) days
after such determination.
ARTICLE VII
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS
7.01 Burden of Proof. In making a determination with respect to
entitlement to indemnification hereunder, the person or persons or entity
making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 6.01 of this Agreement, and the
Company shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of any
determination contrary to that presumption.
7.02 Effect of Other Proceedings. The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in Good Faith.
7.03 Reliance as Safe Harbor. For purposes of any determination
of Good Faith, Indemnitee shall be deemed to have acted in Good Faith if
Indemnitee's action is based on the records or books of account of the
Enterprise, including financial statements, or on information supplied to
Indemnitee by the officers of the Enterprise in the course of their duties, or
on the advice of legal counsel for the Enterprise or on information or records
given or reports made to the Enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Enterprise. The provisions of this Section 7.03 shall not be deemed to be
exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct set
forth in this Agreement.
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7.04 Actions of Others. The knowledge and/or actions, or failure
to act, of any director, officer, agent or employee of the Enterprise shall
not be imputed to Indemnitee for Purposes of determining the right to
indemnification under this Agreement.
ARTICLE VIII
REMEDIES OF INDEMNITEE
8.01 Application. This Article VIII shall apply in the event of
a Dispute. For purposes of this Article, "Dispute", shall mean any of the
following events:
(a) a determination is made pursuant to Article VI of
this Agreement that Indemnitee is not entitled to
indemnification under this Agreement;
(b) advancement of Expenses is not timely made pursuant
to Article V of this Agreement;
(c) the determination of entitlement to be made
pursuant to Section 6.02 of this Agreement has not
been made within 90 days after receipt by the
Company of the request for indemnification;
(d) payment of indemnification is not made pursuant to
Section 4.05 of this Agreement within ten (10) days
after receipt by the Company of a written request
therefor; or
(e) payment of indemnification is not made within ten
(10) days after a determination has been made that
Indemnitee is entitled to indemnification or such
determination is deemed to have been made pursuant
to Article VI of this Agreement.
8.02 Adjudication. In the event of a Dispute, Indemnitee shall be
entitled to an adjudication in an appropriate court of the State of Delaware,
or in any other court of competent jurisdiction, of Indemnitee's entitlement
to such indemnification or advancement of Expenses. Alternatively, Indemnitee,
at Indemnitee's option, may seek an award in arbitration to be conducted by a
single arbitrator pursuant to the rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an adjudication
or an award in arbitration within 180 days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this
Section 8.02. The Company shall not oppose Indemnitee's right to seek any such
adjudication or award in arbitration.
8.03 De Novo Review. In the event that a determination shall have
been made pursuant to Article VI of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration commenced
pursuant to this
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Article VIII shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination. In any such proceeding or arbitration, the Company
shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.
8.04 Company Bound. If a determination shall have been made or
deemed to have been made pursuant to Article VI of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration absent (i) a
misstatement by Indemnitee of a material fact or an omission of a material
fact necessary to make Indemnitee's statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law.
8.05 Procedures Valid. The Company shall be precluded from
asserting in any judicial proceeding or arbitration commenced pursuant to this
Article VIII that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this
Agreement.
8.06 Expenses of Adjudication. In the event that Indemnitee,
pursuant to this Article VIII, seeks a judicial adjudication of or an award in
arbitration to enforce Indemnitee's rights under, or to recover damages for
breach of this Agreement, Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and all expenses
(of the types described in the definition of Expenses in Section 1.07 of this
Agreement) actually and reasonably incurred by Indemnitee in such adjudication
or arbitration, but only if Indemnitee prevails therein. If it shall be
determined in such adjudication or arbitration that Indemnitee is entitled to
receive part but not all of the indemnification or advancement of expenses
sought, the expenses incurred by Indemnitee in connection with such
adjudication or arbitration shall be appropriately prorated.
ARTICLE IX
NON-EXCLUSIVITY, INSURANCE, SUBROGATION
9.01 Non-Exclusivity. The rights of indemnification and to
receive advancement of Expenses as provided by this Agreement shall not be
deemed exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the Certificate of Incorporation, the By-Laws,
any agreement, a vote of stockholders or a resolution of directors, or
otherwise. No amendment, alteration, rescission or replacement of this
Agreement or any provision hereof shall be effective as to Indemnitee with
respect to any action taken or omitted by such Indemnitee in Indemnitee's
Corporate Status prior to such amendment, alteration, rescission or
replacement.
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9.02 Insurance. The Company may maintain an insurance policy or
policies against liability arising out of this Agreement or otherwise.
9.03 Subrogation. In the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such payment to
all of the rights of recovery of Indemnitee, who shall execute all papers
required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.
9.04 No Duplicative Payment. The Company shall not be liable
under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.
ARTICLE X
GENERAL PROVISIONS
10.01 Successors and Assigns. This Agreement shall be binding upon
the Company and its successors and assigns and shall inure to the benefit of
Indemnitee and Indemnitee's heirs, executors and administrators.
10.02 Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever:
(a) the validity, legality and enforceability of the
remaining provisions of this Agreement (including
without limitation, each portion of any Section of
this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is
not itself invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and
(b) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each
portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal
or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision
held invalid, illegal or unenforceable.
10.03 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.
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 any such
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action or proceeding the claim or defense that the other party has an adequate
remedy at law.
10.04 Identical Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall for all purposes be deemed to be
an original but all of which together shall constitute one and the same
Agreement. Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of
this Agreement.
10.05 Headings. The headings of the paragraphs of this Agreement
are inserted for convenience only and shall not be deemed to constitute part
of this Agreement or to affect the construction thereof.
10.06 Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by
both of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
thereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.
10.07 Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom
said notice or other communication shall have been directed, or (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:
If to Indemnitee, to: As shown with Indemnitee's Signature below.
If to the Company to: Arbitron Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Office of the General Counsel
or to such other address as may have been furnished to Indemnitee by the
Company or to the Company by Indemnitee, as the case may be.
10.08 Governing Law. The parties agree that this Agreement shall
be governed by, and construed and enforced in accordance with, the laws of the
state of Delaware without application of the conflict of laws principles
thereof.
10.09 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
indemnification agreements or understandings of the parties hereto, and any
all such prior agreements or understandings are hereby rescinded by mutual
agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
ATTEST: ARBITRON INC.
By: By:
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Its:
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Address:
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