**EXHIBIT 10.16**

 

**NON-STATUTORY STOCK OPTION AGREEMENT—DIRECTORS**

 

**1.    Grant of Option.**

 

The following terms and conditions apply to the grant by Boston Communications Group, Inc., a Massachusetts corporation (the “Company”), onthe 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 1996/1998/2000/2004 Stock Option Plan (the “Plan”),that number of shares of common stock, $.01 par value per share, of the Company (“Common Stock”) (the “Shares”) set forth on the cover sheet at the price per Share indicated thereon Unless earlier terminated, this option shallexpire 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 asoutlined on the cover sheet. This option shall expire upon, and will not be exercisable after, the Final Exercise Date. 

 

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 shallcontinue 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 bein 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 theParticipant, 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 inSection 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, then, except as provided in paragraphs (d) and (e) below, the right to exercise thisoption 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 suchcessation. 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 agreementbetween 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 ofSection 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall beexercisable, 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 Participanton the date of his or her death or disability, and further provided that this option shall 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 tothe 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, exceptby 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.