ARBITRON INC. SECOND WAIVER AND AMENDMENT OF EXECUTIVE RETENTION AGREEMENT
Exhibit 10.2
This is an agreement (the “Agreement”) between Arbitron Inc. (“Arbitron”) and Xxxxxx X.
Xxxxxxx (“you”), dated as of October 1, 2009. Except as otherwise defined herein, capitalized
terms used in this Agreement have the same definition as in the Executive Retention Agreement
between Arbitron and you, dated as of August 28, 2008 (the “Retention Agreement”), as amended by
the Waiver and Amendment of Executive Retention Agreement between Arbitron and you, dated as of
March 17, 2009.
WHEREAS, Arbitron is restructuring certain management positions, including yours; and
WHEREAS, you have undergone a Position Diminishment and the Retention Agreement, as amended,
allows you to resign under a Position Diminishment as a result of your restructured position, but
Arbitron would like you to remain employed in your revised position as Executive Vice President,
Cross-Platform Services, and you have agreed to do so and to waive any further protections under
Position Diminishment.
THEREFORE, Arbitron and you agree as follows, in consideration of the services to be received
from you and the ongoing compensation to which you will be entitled and other good and valuable
consideration, the receipt and sufficiency of which the parties hereby acknowledge:
(1) The Recitals set forth above are incorporated herein by reference.
(2) Section 2.3 of the Retention Agreement is amended by striking “Other than for Position
Diminishment” in the title and “or for Position Diminishment” in the text.
(3) Section 2.4 of the Retention Agreement is amended by striking “or by the Executive for
Position Diminishment” in the title, “or the Executive resigns as a result of Position
Diminishment” in the first paragraph, and deleting Subsection (d) of Section 2.4 in its entirety.
(4) Section 2.5 of the Retention Agreement is amended by striking the following in subsection
(a) “or (y) on or before the Position Diminishment Termination Date (as defined in Section
2.5(b)),” and “(ii) the Executive’s resignation other than for Position Diminishment” and
deleting subsection (b) in its entirety.
(5) Section 7.17 of the Retention Agreement is amended by deleting the definitions of “Date of
Position Diminishment” and “Position Diminishment”.
(6) Except as expressly modified hereby, all other provisions of the Retention Agreement
remain in effect as written.
Signatures on Page Following
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
set forth above.
| ARBITRON INC. | EXECUTIVE | |||||||
| By: | /s/ Xxxxxxx X. Xxxxx | /s/ Xxxxxx X. Xxxxxxx | ||||||
| Name: | Xxxxxxx X. Xxxxx | Xxxxxx X. Xxxxxxx | ||||||
| Title: | Executive Vice President & Chief Legal Officer | |||||||
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