ARBITRON INC. EXECUTIVE TRANSITION AGREEMENT PARTIES: ARBITRON INC.

EXHIBIT 10.12

ARBITRON INC.
EXECUTIVE TRANSITION AGREEMENT

PARTIES:

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

AND

STEPHEN B. MORRIS (“ You ”)

DATE: December 30, 2008

RECITALS

Arbitron wishes to obtain your assistance for an orderly management transition during 2009, and you have agreed to assist with the transition as Chief Executive Officer, or as Adviser to the Board of Directors after you cease to be Chief Executive Officer, and as Chairman of the Board. The parties wish to replace any and all prior agreements and undertakings with respect to your employment, except as specified in this agreement (the “ Agreement ”).

NOW, THEREFORE, in consideration of your acceptance of and continuance in your service-providing relationship as described above and the parties’ agreement to be bound by the terms contained herein, the parties agree as follows:

ARTICLE
1
DEFINITIONS

1.01 “ Arbitron ” means ARBITRON INC., any Subsidiary; and any successor in interest by way of consolidation, operation of law, merger or otherwise.

1.02 “ Base Salary ” means regular cash compensation paid on a periodic basis exclusive of benefits, bonuses or incentive payments.

1.03 “ Board ” means the Board of Directors of Parent Corporation.

1.04 “ Disability ” means either (i) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) that you are by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s accident and health plan. You will be deemed disabled if either determined to be totally disabled by the Social Security Administration, or if determined to be disabled by the Company or under the Company’s disability insurance program provided that such determination complies with the above definition.

1.05 “ Parent Corporation ” means ARBITRON INC., any successor in interest by way of consolidation, operation of law, merger or otherwise. “ Parent Corporation ” shall not include any Subsidiary.

1.06 “ Separation from Service ” means a cessation of service-providing relationship as defined in Treas. Reg. Section 1.409A-1(h).

1.07 “ Subsidiary ” means (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).

ARTICLE
2
EMPLOYMENT, DUTIES AND TERM

2.01 EMPLOYMENT. Upon the terms and conditions set forth in this Agreement, Arbitron hereby continues to employ you, and you accept such continued employment.

2.02 DUTIES. You shall devote your full-time and best efforts to Arbitron and to fulfilling the duties of your position as President and Chief Executive Officer, and member of the Board. You 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. During 2009, you will transition from the position of President and Chief Executive Officer into an advisory role.

2.03 TERM. Subject to the provisions of Article 4, this Agreement and your employment shall continue until December 31, 2009; provided that the Board reserves the right to approve and appoint your successor as President and Chief Executive Officer with the duties attendant to such office and after such appointment you shall remain an employee (and, for such time as the Board chooses, Chairman) and be available to provide transition assistance, consultation, and advice through December 31, 2009.

ARTICLE
3
COMPENSATION AND EXPENSES

3.01 BASE SALARY. Arbitron shall pay you a Base Salary at the rate of $57,240 per month for each month of calendar year 2009 prior to and including the month in which Arbitron appoints your successor as President and Chief Executive Officer (or, if earlier, the month in which you transition to an advisory role). Beginning with the month following the appointment of your successor as President and Chief Executive Officer or your transition to an advisory role, Arbitron shall pay you a Base Salary at the rate of $11,250 per month through December 31, 2009. (“ Blended Base Salary ” for purposes of other provisions of this Agreement will be at the blended rate from the two preceding sentences, based on the portion of 2009 as President and Chief Executive Officer and treating the rest of 2009 as being at the lower rate.) Arbitron will make the payments specified pursuant to this Section 3.01 as long as your employment has not previously ended as a result of a termination of employment under Section 4.01, 4.02(a), or 4.03.

3.02 BONUS AND INCENTIVE. Bonus or incentive compensation shall be at the sole discretion of Arbitron, but Arbitron anticipates that you will be eligible for a bonus of 75% of your Blended Base Salary for 2009.

3.02A GRANT OF RESTRICTED STOCK AWARDS. In consideration of your service as Chief Executive Officer and as an inducement for you to execute this Agreement, subject to approval by the Compensation Committee, Arbitron agrees to grant you in February 2009 a Restricted Stock Award for 43,333 shares of common stock, $0.50 par value per share, of the Company (“ Common Stock ”), which award shall vest in full on December 31, 2009, provided that you remain on the Board or in the continuous employ or service of the Company as of such date. The grant shall be subject to appropriate adjustment pursuant to Section 9 of the Arbitron Inc. 2008 Equity Compensation Plan (the “ Equity Plan ”) as a result of any of the events described in Section 9 of the Equity Plan that occur after the date hereof. You confirm

your prior (i) waiver of any rights that you have or may have to accelerate the vesting of any Restricted Stock Awards or any stock option upon your retirement and (ii) agreement that you will not sell, transfer or otherwise dispose of shares of Common Stock covered by the Restricted Stock Award during any consecutive 12 month period that exceed an amount equal to 25% of the aggregate number of shares of Common Stock represented by the Restricted Stock Award; provided that the restriction in clause (ii) shall terminate upon your death or a Change of Control. In the event the term of this Agreement is terminated due to your death or Disability or upon a Change of Control (as defined in the Equity Plan), the Restricted Stock Award, if granted under this Paragraph prior to such termination, shall be vested in full in accordance with the provisions of the Equity Plan but no further grant under this paragraph will be made thereafter. The Company will issue the Restricted Stock Award in the form of a restricted stock grant as to 50% of the shares and a deferred stock unit with respect to the other 50% of the shares.

3.03 VACATION. You shall be entitled to vacation at a rate consistent with past practices while you remain President and Chief Executive Officer but will cease to accrue vacation after leaving those positions.

3.04 BENEFITS. You shall be entitled to participate during 2009 in any benefit plans of Arbitron that cover you and that provide for participation based on your level of continuing services. If your medical coverage ceases under the terms of Arbitron’s plan, you will be able to obtain continuation coverage (“ COBRA Coverage ”) for the lesser of the period for which you are entitled to such coverage and 18 months. You will be responsible for any premiums owed for such coverage. In addition, Arbitron will provide you and your spouse with the 2009 annual physical in March 2009, at the same facility and on the same basis as in prior years, even if your services as President and Chief Executive Officer have already then ceased.

3.05 BUSINESS EXPENSES. Arbitron shall, consistent with its policies in effect from time to time, bear all ordinary and necessary business expenses incurred by you in performing your duties as an employee of Arbitron, provided that you account promptly for such expenses to Arbitron in the manner prescribed from time to time by Arbitron. Notwithstanding the foregoing, (i) the expenses eligible for reimbursement may not affect the expenses eligible for reimbursement in any other taxable year, (ii) such reimbursement must be made on or before the last day of the year following the year in which the expenses were incurred, and (iii) the right to reimbursement is not subject to liquidation or exchange for another benefit.

3.06 SUPPLEMENTAL RETIREMENT BENEFIT.

(a) ENTITLEMENT.

(1) SEPARATION FROM SERVICE. Subject to Sections 3.06(a)(2), 3.06(a)(3) and 3.06(a)(4), you shall be entitled to a supplemental retirement benefit pursuant to this Section 3.06 following your Separation from Service with Arbitron at any time for any reason, except as specified in Section 3.06(a)(2).

(2) FORFEITURE. You or your surviving spouse, as the case may be, shall not be entitled to receive or retain a supplemental retirement benefit pursuant to this Section 3.06 if you breached or breach any of your obligations arising under Article 5 of this Agreement or if Arbitron terminates your employment for Cause. If, after you or your surviving spouse, as the case may be, has received a benefit pursuant to this Section 3.06, Arbitron determines that you are not entitled to the benefit, you or your surviving spouse, as the case may be, shall promptly repay to Arbitron the benefit payment previously received pursuant to this Section 3.06 together with interest on such payment for the period beginning on the date on which it was paid 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 3.06(d), no benefit shall be paid pursuant to this Section 3.06 to you or any other person if your employment with Arbitron terminates because of your death or if you die after your termination of employment with Arbitron but before your supplemental retirement benefit pursuant to this Section 3.06 is paid to you.

(4) OTHER CONDITIONS. As a condition to receiving any benefit pursuant to this Section 3.06, you or your 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 you or your surviving spouse, as the case may be, to a benefit pursuant to this Section 3.06 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. Subject to compliance with Section 3.08, the benefit pursuant to this Section 3.06 shall be paid on July 1, 2010 (or such later date as is required by Section 6.09 below) in the form of a lump sum cash payment.

(c) AMOUNT.

(1) DETERMINATION DATE. The amount of your benefit pursuant to this Section 3.06 shall be a lump sum amount that is actuarially equivalent to a monthly benefit, paid in the Normal Form and calculated as though commencing as of the Determination Date, equal to one-twelfth of the excess of:

(A) the sum of:

(B) the Offset Amount.

(2) ACTUARIAL EQUIVALENCE. For the purpose of this Section 3.06(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 and mortality rates per the “applicable mortality table” published in Revenue Ruling 2001-62, as modified or replaced before the Determination Date to provide guidance from the Internal Revenue Service pursuant to Section 417(e)(3) of the Code as of the Determination Date.

(d) DEATH BENEFITS.

(1) DEATH BEFORE DETERMINATION DATE. If you die before the Determination Date, your surviving spouse, if any, shall, subject to Sections 3.06(a)(2) and 3.06(a)(4), be entitled to a surviving spouse benefit. The benefit shall be paid to your 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 3.06(d)(1) shall be equal to fifty percent (50%) of the

amount of the supplemental retirement benefit that would have been paid to you pursuant to this Section 3.06 had you terminated employment on the date of your death (or, if earlier, on the actual date on which you terminated employment) and lived until you received your supplemental retirement benefit. If your surviving spouse dies after becoming entitled to a surviving spouse benefit pursuant to this Section 3.06(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 you die on or after the Determination Date but before payment of your supplemental retirement benefit pursuant to this Section 3.06, the benefit that would have been paid to you had you lived shall, subject to Sections 3.06(a)(2) and 3.06(a)(4), be paid to your estate at the same time the benefit would have been paid to you had you lived.

(e) NONASSIGNABILITY. The benefit pursuant to this Section 3.06 and the right to receive a future benefit pursuant to this Section 3.06 may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered or subjected to any charge or legal process.

(f) NATURE OF INTEREST. Nothing contained in this Section 3.06 is to be construed as providing for assets to be held for the benefit of you or your surviving spouse. If you or your surviving spouse acquires a right to receive benefit payments pursuant to this Section 3.06, that right is no greater than the right of any unsecured general creditor of Arbitron.

(g) DETERMINATIONS. Arbitron shall make all determinations as to entitlement and amount of any benefit payment pursuant to this Section 3.06. Arbitron shall have discretionary power and authority to interpret, construe, apply, enforce and otherwise administer the terms of this Section 3.06 and any reasonable determination made by Arbitron in good faith shall be binding and conclusive on you and your surviving spouse. Any determination by Arbitron denying a claim by you or your 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 3.06(g) before pursuing the claim in any other proceeding.

(h) SPECIAL DEFINITIONS. The definitions set forth in this Section 3.06(h) apply in construing this Section 3.06 unless the context otherwise indicates. Other terms used in this Section 3.06 have the meanings ascribed to them in Article 1 of this Agreement. In addition, the general provisions of Article 5 of this Agreement apply to this Section 3.06 unless the context otherwise indicates.

(1) “ Arbitron ” means, for purposes of Sections 3.06(a)(4), 3.06(f), 3.06(g) and 3.06(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 your Separation from Service with Arbitron.

(3) “ Final Average Pay ” means your “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 in compensation for purposes of that or similar plans under Section 401(a)(17) of the Code. If the Retirement Plan is terminated effective as of a date that is before the date on which you terminate 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 you for your life with the last payment made for the month during which you die and with no death benefits payable to any person.

(5) “ Offset Amount ” means the annual benefit to which you would be entitled under the “offset plans” if your benefit under the offset plans comme