ARBITRON EXECUTIVE INVESTMENT PLAN

Exhibit 10.10

ARBITRON EXECUTIVE INVESTMENT PLAN

As Adopted Effective as of January 1, 2001

ARBITRON EXECUTIVE INVESTMENT PLAN

TABLE OF CONTENTS

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ARBITRON EXECUTIVE INVESTMENT PLAN

ARTICLE 1.
DESCRIPTION

     The name of the Plan is the “Arbitron Executive Investment Plan.”

     The purpose of the Plan is to provide Participants who, as of December 31, 2000, were participants in the Prior Plan with

     The Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. It is intended that the Plan is exempt from the provisions of Parts 2, 3 and 4 of Subtitle B of Title I of ERISA by operation of sections 201(2), 301(a)(3) and 401(a)(4) thereof, respectively, and from the provisions of Title IV of ERISA, to the extent otherwise applicable, by operation of section 4021(b)(6) thereof. The Plan is also intended to be unfunded for tax purposes. The Plan will be construed and administered in a manner that is consistent with and gives effect to the foregoing.

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1.4 Plan Background.

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ARTICLE 2.
PARTICIPATION

2.1 Participation.

     Participation in the Plan is limited to those individuals whose account balances under the Prior Plan as of the close of business on December 31, 2000 (other than the portion of such account balances, if any, scheduled to be distributed pursuant to the Prior Plan on January 1, 2001) were credited to their Accounts under the Plan as of January 1, 2001. No one else is eligible to participate in the Plan.

2.2 Conditions of Participation.

     Each Participant, as a condition of participation in the Plan, is bound by all the terms and conditions of the Plan and the Plan Rules, and must furnish to the Administrator such pertinent information and execute such election forms and other instruments as the Administrator or Plan Rules may require by such dates as the Administrator or Plan Rules may establish. All elections, directions, designations and similar actions required in connection with the Plan must be made in accordance with and are subject to the terms of the Plan and Plan Rules.

2.3 Termination of Participation.

     A Participant will cease to be a Participant as of the date on which his or her entire Account balance has been distributed.

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ARTICLE 3.
BENEFITS

3.1 Participant Accounts.

3.2 Participant Deferral Credits.

3.3 Earnings Credits.

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3.4 Vesting.

     Each Participant always has a fully vested nonforfeitable interest in his or her Account.

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ARTICLE 4.
DISTRIBUTION

4.1 Distribution to Participant Before Severance or Disability.

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4.2 Distribution to Participant After Severance or Disability.

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     (i) Divestitures.

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will not become entitled to his or her Account balance attributable to service with the Participating Employer solely as a result of the cessation and the Participating Employer will, after the date on which it ceases to be an Affiliate, continue to be solely responsible to provide benefits to the Participant at least equal to the balance of the Account as of the effective date of the cessation and as thereafter increased by deferral credits relating to the period before the effective date and earnings credits pursuant to Section 3.3.

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4.3 Distribution to Beneficiary.

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for all or any portion of his or her Account, such Account or portion will be paid to the Participant’s surviving spouse or, if the Participant is not survived by a spouse, to the representative of the Participant’s estate.

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4.4 Nondeductibility.

     If the Company determines in good faith that there is a reasonable likelihood that any compensation paid to a Participant by an Affiliate for a taxable year of the Affiliate would not be deductible by the Affiliate solely by reason of the limitation under Code section 162(m), to the extent deemed necessary by the Company to ensure that the entire amount of any distribution to the Participant pursuant to the Plan is deductible, notwithstanding any other provision of the Plan or any election by the Participant to the contrary, all or any portion of the distribution may be deferred. Any amounts deferred pursuant to this section will continue to be credited with earnings in accordance with Section 3.3. The deferred amounts and earnings thereon will be distributed to the Participant, or to his or her Beneficiary in the case of the Participant’s death, at the earliest possible date, as determined by the Company in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Affiliate during which the distribution is made will not be limited by Code section 162(m).

4.5 Payment in Event of Incapacity.

     If any individual entitled to receive any payment under the Plan is, in the judgment of the Administrator, physically, mentally or legally incapable of receiving or acknowledging receipt of the payment, and no legal representative has been appointed for the individual, the Administrator may (but is not required to) cause the payment to be made to any one or more of the following as may be chosen by the Administrator: the Beneficiary (in the case of the incapacity of a Participant); the institution maintaining the individual; a custodian for the individual under the Uniform Transfers to Minors Act of any state; or the individual’s spouse, children, parents, or other relatives by blood or marriage. The Administrator is not required to see to the proper application of any such payment and the payment completely discharges all claims under the Plan against the Participating Employer, the Plan and Trust to the extent of the payment.

4.6 Suspension.

     If a Participant who is receiving installment payments again becomes an employee of an Affiliate, the installment payments will stop. The remaining balance of the Participant’s Account will be distributed upon the Participant’s subsequent Severance or Disability in accordance with Article 4 without regard to any election made pursuant to Section 4.2(b)(ii) prior to the Participant’s last preceding Retirement or Disability.

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ARTICLE 5.
SOURCE OF PAYMENTS; NATURE OF INTEREST

5.1 Establishment of Trust.

     A Participating Employer may establish a Trust, or may be covered by a Trust established by another Participating Employer, with an independent corporate trustee. The Trust must (a) be a grantor trust with respect to which the Participating Employer is treated as the grantor for purposes of Code section 677, (b) not cause the Plan to be funded for purposes of Title I of ERISA and (c) provide that the Trust assets will, upon the insolvency of a Participating Employer, be used to satisfy claims of the Participating Employer’s general creditors. The Participating Employers may from time to time transfer to the Trust cash, marketable securities or other property acceptable to the Trustee in accordance with the terms of the Trust.

5.2 Source of Payments.

5.3 Status of Plan.

     Nothing contained in the Plan or Trust is to be construed as providing for assets to be held for the benefit of any Participant or any other person or persons to whom benefits are to be paid pursuant to the terms of the Plan, the Participant’s or other person’s only interest under the Plan being the right to receive benefits in accordance with the terms of the Plan. The Trust is established only for the convenience of the Participating Employers and the Participants, and no Participant has any interest in the assets of the Trust. To the extent the Participant or any other person acquires a right to receive benefits under the Plan or the Trust, such right is no greater than the right of any unsecured general creditor of the Participating Employer.

5.4 Non-assignability of Benefits.

     The benefits payable under the Plan and the right to receive future benefits under the Plan may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered or subjected to any charge or legal process.

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ARTICLE 6.
AMENDMENT, TERMINATION

6.1 Amendment.

6.2 Termination of Participation.

     Notwithstanding any other provision of the Plan to the contrary, if determined by the Administrator to be necessary to ensure that the Plan is exempt from ERISA to the extent contemplated by Section 1.3, or upon the Administrator’s determination that a Participant’s interest in the Plan has been or is likely to be includable in the Participant’s gross income for federal income tax purposes prior to the actual payment of benefits pursuant to the Plan, the Administrator may take any or all of the following steps:

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6.3 Termination.

     The Company reserves the right to terminate the Plan in its entirety at any time. Each Participating Employer reserves the right to cease its participation in the Plan at any time. The Plan will terminate in its entirety or with respect to a particular Participating Employer as of the date specified by the Company or such Participating Employer in a written instrument adopted in the same manner as an amendment. Upon the termination of the Plan in its entirety or with respect to any Participating Employer, the Company or Participating Employer, as the case may be, will either cause (a) any benefits to which Participants have become entitled prior to the effective date of the termination to continue to be paid in accordance with the provisions of Article 4 or (b) the entire interest in the Plan of any or all Participants, or the Beneficiaries of any or all deceased Participants, to be distributed in the form of an immediate lump sum cash payment in an amount determined in accordance with Section 4.2(c).

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ARTICLE 7.
DEFINITIONS, CONSTRUCTION AND INTERPRETATION

     The definitions and rules of construction and interpretation set forth in this article apply in construing the Plan unless the context otherwise indicates.

7.1 Account.

     “Account” means the bookkeeping account maintained with respect to a Participant pursuant to Section 3.1.

7.2 Administrator.

     “Administrator” means the Company or the person to whom administrative duties are delegated pursuant to the provisions of Section 8.1, as the context requires.

7.3 Affiliate.

     “Affiliate” means the Company and any corporation at least a majority of whose outstanding securities ordinarily having the right to vote at elections of directors is owned, directly or indirectly, by the Company.

7.4 Board.

     “Board” means the board of directors of the Affiliate in question. When the Plan provides for an action to be taken by the Board, the action may be taken by any committee or individual authorized to take such action pursuant to a proper delegation by the board of directors in question.

7.5 Beneficiary.

     “Beneficiary” with respect to a Participant is the person designated or otherwise determined under the provisions of Section 4.3(e) as the distributee of benefits payable after the Participant’s death. A person designated or otherwise determined to be a Beneficiary under the terms of the Plan has no interest in or right under the Plan until the Participant in question has died. A Beneficiary will cease to be such on the day on which all benefits to which he, she or it is entitled under the Plan have been distributed.

7.6 Code.

     “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes a reference to that provision as it may be amended from time to time and to any successor provision.

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     “Company” means Ceridian Corporation, a Delaware corporation, to be renamed Arbitron Inc.

7.8 Cross Reference.

     References within a section of the Plan to a particular subsection refer to that subsection within the same section and references within a section or subsection to a particular clause refer to that clause within the same section or subsection, as the case may be.

7.9 Disability.

     “Disability” means a disability for which a Participant is receiving disability benefits pursuant to a long-term disability plan maintained by an Affiliate or as a result of which the Participant is certified as being disabled by the Social Security Administration and is receiving disability benefits under the disability provisions of the Social Security Act. The Participant must provide the Administrator with proof of his or her Disability that is satisfactory to the Administrator. For purposes of the Plan, a Disability occurs on the date following the Administrator’s receipt of such proof on which the Administrator determines that the Participant has experienced a Disability.

7.10 ERISA.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. Any reference to a specific provision of ERISA includes a reference to that provision as it may be amended from time to time and to any successor provision.

7.11 Governing Law.

     To the extent that state law is not preempted by the provisions of ERISA, or any other laws of the United States, all questions pertaining to the construction, validity, effect and enforcement of the Plan will be determined in accordance with the internal, substantive laws of the State of Minnesota without regard to the conflict of law rules of the State of Minnesota or any other jurisdiction.

7.12 Headings.

     The headings of articles and sections are included solely for convenience of reference; if there exists any conflict between such headings and the text of the Plan, the text will control.

7.13 Number and Gender.

     Wherever appropriate, the singular may be read as the plural, the plural may be read as the singular and one gender may be read as the other gender.

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     “Participant” means an individual who (a) on December 31, 2000, was a participant in the Prior Plan and whose account balance under the Prior Plan as of the close of business on December 31, 2000 (other than the portion of such account balance, if any, scheduled to be distributed pursuant to the Prior Plan on January 1, 2001) was credited to his or her Account as of January 1, 2001 and (b) has not ceased to be a Participant pursuant to Section 2.3.

7.15 Participating Employer.

     “Participating Employer” means the Company and any other Affiliate that has adopted the Plan, or all of them collectively, as the context requires. An Affiliate will cease to be a Participating Employer upon a termination of the Plan as to its employees and the satisfaction in full of all of its obligations under the Plan or upon its ceasing to be an Affiliate.

7.16 Plan.

     “Plan” means the Arbitron Executive Investment Plan, as from time to time amended or restated.

7.17 Plan Rules.

     “Plan Rules” are rules, policies, practices or procedures adopted by the Administrator pursuant to Section 8.2.

7.18 Prior Plan.

     “Prior Plan” means the Ceridian Corporation Executive Investment Plan.

7.19 Retirement.

     “Retirement” means a Participant’s Severance after his or her

7.20 Severance.

     “Severance” means the date on which a Participant has completely severed his or her employment relationship with all Affiliates.

7.21 Trust.

     “Trust” means any trust or trusts established by a Participating Employer pursuant to Section 5.1.

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7.22 Trustee.

     “Trustee” means the independent corporate trustee or trustees that at the relevant time has or have been appointed to act as Trustee of the Trust.

7.23 Unforeseeable Emergency.

     “Unforeseeable Emergency” means an unanticipated emergency that is caused by an event beyond the Participant’s or Beneficiary’s control resulting in a severe financial hardship that cannot be satisfied through other means. The existence of an unforeseeable emergency will be determined by the Administrator.

7.24 Valuation Date.

     “Valuation Date” means, prior to the first Valuation Date in calendar year 2001, the close of business on December 31, 2000 with respect to a Participant’s account balance under the Prior Plan credited to his or her Account as of January 1, 2001, and, thereafter, the last day of each calendar month on which the New York Stock Exchange is open for regular business and any interim dates selected by the Administrator.

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ARTICLE 8.
ADMINISTRATION

8.1 Administrator.

     The general administration of the Plan and the duty to carry out its provisions is vested in the Company. The Company may delegate such duty or any portion thereof to a named person or persons and may from time to time revoke such authority and delegate it to another person or persons.

8.2 Plan Rules and Regulations.

     The Administrator has the discretionary power and authority to make such Plan Rules as the Administrator determines to be consistent with the terms, and necessary or advisable in connection with the administration, of the Plan and to modify or rescind any such Plan Rules.

8.3 Administrator’s Discretion.

     The Administrator has the discretionary power and authority to make all determinations necessary for administration of the Plan, except those determinations that the Plan requires others to make, and to construe, interpret, apply and enforce the provisions of the Plan and Plan Rules whenever necessary to carry out its intent and purpose and to facilitate its administration, including, without limitation, the discretionary power and authority to remedy ambiguities, inconsistencies, omissions and erroneous benefit calculations. In the exercise of its discretionary power and authority, the Administrator will treat all similarly situated persons uniformly.

8.4 Specialist’s Assistance.

     The Administrator may retain such actuarial, accounting, legal, clerical and other services as may reasonably be required in the administration of the Plan, and may pay reasonable compensation for such services. All costs of administering the Plan will be paid by the Participating Employers.

8.5 Indemnification.

     The Participating Employers jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each director, officer, and employee of any Affiliates against any and all liabilities, losses, costs and expenses (including legal fees) of every kind and nature that may be imposed on, incurred by, or asserted against such person at any time by reason of such person’s services in connection with the Plan, but only if such person did not act dishonestly or in bad faith or in willful violation of the law or regulations under which such liability, loss, cost or expense arises. The Participating Employers have the right, but not the obligation, to select counsel and control the defense and settlement of any action for which a person may be entitled to indemnification under this provision.

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8.6 Benefit Claim Procedure.

8.7 Disputes.

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ARTICLE 9.
MISCELLANEOUS

9.1 Withholding and Offsets.

     The Participating Employers and the Trustee retain the right to withhold from any compensation, deferral and/or benefit payment pursuant to the Plan, any and all income, employment, excise and other tax as the Participating Employers or Trustee deems necessary and the Participating Employers may offset against amounts then payable to a Participant or Beneficiary under the Plan any amounts then owing to the Participating Employers by such Participant or Beneficiary.

9.2 Other Benefits.

     Neither amounts deferred nor amounts paid pursuant to the Plan constitute salary or compensation for the purpose of computing benefits under any other benefit plan, practice, policy or procedure of a Participating Employer unless otherwise expressly provided thereunder.

9.3 No Warranties Regarding Tax Treatment.

     The Participating Employers make no warranties regarding the tax treatment to any person of any deferrals or payments made pursuant to the Plan and each Participant will hold the Administrator and the Participating Employers and their officers, directors, employees, agents and advisors harmless from any liability resulting from any tax position taken in good faith in connection with the Plan.

9.4 No Rights to Continued Service Created.

     Neither the establishment of nor participation in the Plan gives any individual the right to continued employment or limits the right of the Participating Employer to discharge, transfer, demote, modify terms and conditions of employment or otherwise deal with any individual without regard to the effect which such action might have on him or her with respect to the Plan.

9.5 Special Provisions.

     Special provisions of the Plan applicable only to certain Participants may be set forth on an exhibit to the Plan adopted in the same manner as an amendment to the Plan. In the event of a conflict between the terms of the exhibit and the terms of the Plan, the exhibit controls. Except as otherwise expressly provided in the exhibit, the generally applicable terms of the Plan control all matters not covered by the exhibit.

9.6 Successors.

     Except as otherwise expressly provided in the Plan, all obligations of the Participating Employers under the Plan are binding on any successor to the Participating Employer whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise of all or substantially all of the business and/or assets of the Participating Employer.

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