Form of Non-statutory Stock Option Agreement for Employee Directors



 Exhibit 10.2 
  
 BOSTON COMMUNICATIONS GROUP, INC. 
  
 Nonstatutory Stock Option Agreement for Employee Directors 
 Granted Under 2005 Stock Incentive Plan 
  
 1. Grant of Option. 
  
 The
following terms and conditions apply to the grant by Boston Communications Group, Inc., a Massachusetts corporation (the “Company”), on the date set forth on the cover sheet (the “Grant Date”), to Participant, of an option to
purchase, in whole or in part, on the terms provided herein and in the Company’s 2005 Stock Incentive Plan (the “Plan”), that number of shares of common stock, $.01 par value per share, of the Company (“Common Stock”) (the
“Shares”) at the price per Share indicated thereon. Unless earlier terminated, this option shall expire on the tenth anniversary of the Grant Date (the “Final Exercise Date”). 
  
 It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as
used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms. 
  
 2. Vesting Schedule. 
  
 This option will become exercisable (“vest”) in installments as outlined on the cover sheet. This option shall expire upon, and will not be exercisable after, the Final Exercise Date. The vesting schedule is
also subject to the provisions of [INSERT LEGAL CITE - CHANGE IN CONTROL AGREEMENT]. 
  
 The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all
shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. 
  
 3. Exercise of Option. 
  
 (1) Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its
principal office, accompanied by this agreement, and payment in full in the manner herein provided. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any
fractional share or for fewer than ten whole shares. 
  
 (2)
Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the
Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”). 
  
 (3) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason, the right to exercise this option shall terminate one year after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent
that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure 







 agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate
immediately upon written notice to the Participant from the Company describing such violation. 
  
 (4) Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible
Participant this option shall be exercisable, within the period of one year following the date of death or disability of the Participant by the Participant, provided that this option shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date. 
  
 4. Withholding. 
  
 No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. 
  
 5. Nontransferability of Option. 
  
 This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant. 
  
 6. Provisions of the Plan. 
  
 This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option.