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ARBITRON INC.
FORM OF WAIVER AND AMENDMENT OF
EXECUTIVE RETENTION AGREEMENT
This is an
agreement (the “ Agreement ”) between
Arbitron Inc. (“ Arbitron ”) and [Sean R.
Creamer] [Timothy T. Smith][Pierre C. Bouvard][V. Scott
Henry][Steven M. Smith] (“ 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
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