ARBITRON INC. FORM OF WAIVER AND AMENDMENT OF EXECUTIVE RETENTION AGREEMENT
EXHIBIT 10.4
This is an agreement (the “Agreement”) between Arbitron Inc. (“Arbitron”) and [Xxxx X.
Xxxxxxx] [Xxxxxxx X. Xxxxx][Xxxxxx X. Xxxxxxx][V. Xxxxx Xxxxx][Xxxxxx X. Xxxxx] (“you”), effective
as of April 6, 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”).
WHEREAS, Arbitron has undergone a Leadership Change [and the Retention Agreement allows you to
resign under a Position Diminishment as a result of your restructured position];
WHEREAS,
You desire to continue your employment with Arbitron in the
[role of ____________ ]
[revised position of
____________ and you have agreed to do so and waive any further protections
under Leadership Change] and
WHEREAS, You and Arbitron desire to amend the Retention Agreement.
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) References in the first paragraph, the third WHEREAS paragraph, and the title of Section
2.5 of the Retention Agreement are revised by striking “, a Leadership Change,” in the first
paragraph and three instances of “or Leadership Change” in the WHEREAS paragraph and the title of
Section 2.5.
(2) The definition of “Leadership Change” in Section 7.17 of the Retention Agreement is
deleted.
(3) Clause (i) of “Position Diminishment” in Section 7.17 of the Retention Agreement is
amended to read “a change in the Executive’s reporting responsibilities, titles, duties, or offices
as in effect on March 18, 2009, or, if such reporting responsibilities, titles, duties, or offices
are enhanced after such date, the level as enhanced, or any removal of Executive from, or any
failure to re-elect Executive to, any of such positions, that has the effect of materially
diminishing Executive’s responsibility, duties, or authority,”
(4) The definition of “Window Period” in Section 7.17 of the Retention Agreement is amended to
read ‘“Window Period’ means the one-year period commencing on the date of a Change of Control.
Furthermore, only the first Change of Control shall be counted in determining whether there is a
Window Period, and, as a result, there will not be multiple Window Periods under this Agreement
triggered by Changes of Control.”
(5) All other provisions of the Retention Agreement remain in effect as written.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
set forth above.
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By: __________________________________________
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Name:
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Title:
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