**Exhibit 10.6**

 

Incentive Stock Option Agreement 

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 thedate set forth on the cover sheet (the “Grant Date”) to an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2005 Stock IncentivePlan (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 earlierterminated, 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 be an incentive stock option as defined in Section 422 of the Internal Revenue Code of1986, 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 rightto exercise this option validly under its terms. 

 

2. Vesting Schedule: 

 

This option will becomeexercisable (“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 right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximumextent 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 inwriting, 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. 

 

Payment for Shares shall be made (i) in cash or by check, payable to the order of the Company; (ii) delivery of an irrevocable and unconditionalundertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding; (iii) delivery by the Participant to the Company of a copy of irrevocable and unconditionalinstructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding, (iv) delivery of shares of Common Stock owned by the Participant valued at their fairmarket value as determined by (or in a manner approved by) the Board (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock if acquired directly from the Company, was ownedby the Participant at least six months prior to such delivery and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; (v) any other means which the Board of Directors determinesare consistent with the purpose of the Plan and with applicable laws and regulations; or (vi) any combination of the above permitted forms of payment. 

 

(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 Participantfor any reason, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), providedthat this option shall be exercisable only to the extent that the Participantwas 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 theParticipant 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 this option shall be exercisable, within the period of one year following the date of death ordisability of the Participant by the Participant, providedthat 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 providedthat this option shall not be exercisable after the Final Exercise Date. 

 

4. Withholding. 

 

NoShares 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 bewithheld in respect of this option. 

 

5.Nontransferability of Option.

 

This option may not besold, 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 beexercisable only by the Participant. 

 

6.Disqualifying Disposition. 

 

If the Participant disposesof Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

 

7. Provisions of the Plan. 

 

This option is subject to the provisions of the Plan, a copy of which isfurnished to the Participant with this option.