Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

2012 Non-Equity Incentive Plan

On February 26, 2013, the Compensation and Human Resources Committee (the "Committee") of Arbitron Inc. (the "Company") approved the Company's 2013 non-equity incentive plan for executive officers, which would be payable in early 2014 (the "Incentive Plan").

Provided that the Company's return on invested capital for the twelve months ending December 31, 2013 exceeds 12%, the Committee may make cash Incentive Plan awards to each executive officer in an amount between 0% and 200% of the executive officer's target award under the Incentive Plan. The target Incentive Plan award for the Company's President and Chief Executive Officer, Sean R. Creamer, is equal to 100% of his 2013 base salary of $580,000 under his offer letter regarding his promotion to President and Chief Executive Officer, effective as of January 1, 2013, and the target Incentive Plan award for other executive officers range from 50-60% of 2013 base salary.

If the threshold return on invested capital goal is satisfied, the Committee may exercise its discretion in awarding a cash payment that is linked to the Committee's assessment of the Company's financial performance (weighted 40%) and delivery of quality services to the Company's customers (weighted 60%). Awards under the Incentive Plan can vary from 0% to 200% of the target amount, subject to minimum thresholds of performance and depending on the Committee's assessment of performance against the goals. The Committee has negative discretion to eliminate or reduce the amount of any award under the Incentive Plan.

2013 Long-Term Incentive Plan

Also on February 26, 2013, the Committee established the performance objectives and other terms of the Company's 2013 Long-Term Incentive Plan (the "2013 LTI Plan") for certain executive officers of the Company. With the exception of Mr. Creamer, the target 2013 LTI Plan opportunity is within a range from 50% to 150% of 2013 base salary. The equity award will be in the form of restricted stock units, pursuant to the Company's 2008 Equity Compensation Plan, and will vest quarterly over a four year period, assuming continued employment. In connection with Mr. Creamer's assumption of the positions of President and Chief Executive Officer effective January 1, 2013, Arbitron granted to Mr. Creamer restricted stock units with a value equal to approximately 250% of his annual base salary, which vest quarterly over a three year period, assuming continued employment.

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