**Exhibit 10.2**

 

**BOSTON COMMUNICATIONS GROUP, INC.**

 

**2004 EMPLOYEE STOCK PURCHASE PLAN**

 

The purpose of this Plan is to provide eligible employees of Boston Communications Group, Inc. (the “Company”) andcertain of its subsidiaries with opportunities to purchase shares of the Company’s common stock, $.01 par value (the “Common Stock”), commencing on September 1, 2004. Three hundred fifty thousand (350,000) shares of Common Stock inthe aggregate have been approved for this purpose. In addition, the Company’s 2001 Employee Stock Purchase Plan will be terminated on September 1, 2004. The shares that remain available for future sale under the Company’s 2001 EmployeeStock Purchase Plan, when it terminates, will be available for issuance under the 2004 Employee Stock Purchase Plan, providing a combined total number of shares not to exceed 400,000 shares. 

 

This Plan is intended to qualify as an “employee stock purchaseplan” as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, and shall be interpreted consistent therewith. 

 

1. Administration. The Plan will be administered by the Company’s Boardof Directors (the “Board”) or by a Committee appointed by the Board (the “Committee”). The Board or the Committee has authority to make rules and regulations for the administration of the Plan and its interpretation and decisionswith regard thereto shall be final and conclusive. 

 

2.Eligibility. All employees of the Company, including Directors who are employees, and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Board or the Committee from time to time (a“Designated Subsidiary”), are eligible to participate in any one or more of the offerings of Options (as defined in Section 9) to purchase Common Stock under the Plan provided that: 

 

(a) they have been employed by the Company or a DesignatedSubsidiary for at least three (3) months prior to enrolling in the Plan; and 

 

(b) they are employees of the Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below). 

 

No employee may be granted an option hereunder if such employee, immediately after the option is granted, owns 5% or more ofthe total combined voting power or value of the stock of the Company or any subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of an employee, andall stock which the employee has a contractual right to purchase shall be treated as stock owned by the employee. 

 

3. Offerings. The Company will make one or more offerings (“Offerings”) to employees to purchase stock under this Plan. Offerings will begineach September 1 and March 1, or the first business day thereafter (the “Offering Commencement Dates”). Each Offering Commencement Date will begin a six (6) month period (a “Plan Period”) during which payroll deductions will bemade and held for the purchase of Common Stock at the end of the Plan Period. The Board or the Committee may, at its discretion, choose a different Plan Period of twelve (12) months or less for subsequent Offerings. 

 

4. Participation. An employee eligible on the Offering Commencement Date ofany Offering may participate in such Offering by completing and forwarding a payroll deduction authorization form to the employee’s appropriate payroll office at least ten (10) days prior to the applicable Offering Commencement Date. The formwill authorize a regular payroll deduction from the Compensation received by the employee during the Plan Period. Unless an employee files a new form or withdraws from the Plan, his deductions and purchases will continue at the same rate for futureOfferings under the Plan as long as the Plan remains in effect. The term “Compensation” means the amount of money reportable on the employee’s Federal Income Tax Withholding Statement, including overtime, shift premium, incentive orbonus awards (provided that the Participant may elect not to have a deduction made to 

his or her annual Administrative bonus award), and excluding allowances and reimbursements for expenses such asrelocation allowances for travel expenses, income or gains on the exercise of Company stock options or stock appreciation/ rights, and similar items, whether or not shown on the employee’s Federal Income Tax Withholding Statement, butincluding, in the case of salespersons, sales commissions to the extent determined by the Board or the Committee. 

 

5. Deductions. The Company will maintain payroll deduction accounts for all participating employees. With respect to any Offering made under this Plan, anemployee may authorize a payroll deduction in any dollar amount up to a maximum of 10% of the Compensation he or she receives during the Plan Period or such shorter period during which deductions from payroll are made. The minimum payroll deductionis such percentage of compensation as may be established from time to time by the Board or the Committee. 

 

6. Deduction Changes. An employee may decrease or discontinue his payroll deduction once during any Plan Period, by filing a new payroll deductionauthorization form. However, an employee may not increase his payroll deduction during a Plan Period. If an employee elects to discontinue his payroll deductions during a Plan Period, but does not elect to withdraw his funds pursuant to Section 8hereof, funds deducted prior to his election to discontinue will be applied to the purchase of Common Stock on the Exercise Date (as defined below). 

 

7. Interest. Interest will not be paid on any employee accounts, except to the extent that the Board or the Committee, in its sole discretion, elects tocredit employee accounts with interest at such per annum rate as it may from time to time determine. 

 

8. Withdrawal of Funds. An employee may at any time prior to the close of business on the last business day in a Plan Period and for any reasonpermanently draw out the balance accumulated in the employee’s account and thereby withdraw from participation in an Offering. Partial withdrawals are not permitted. The employee may not begin participation again during the remainder of thePlan Period. The employee may participate in any subsequent Offering in accordance with terms and conditions established by the Board or the Committee. 

 

9. Purchase of Shares. On the Offering Commencement Date of each Plan Period, the Company will grant to each eligible employee who is then a participantin the Plan an option (“Option”) to purchase on the last business day of such Plan Period (the “Exercise Date”), at the Option Price hereinafter provided for, the largest number of whole shares of Common Stock of the Company asdoes not exceed the number of shares determined by dividing $25,000 by the closing price (as defined below) on the Offering Commencement Date of such Plan Period. 

 

Notwithstanding the above, no employee may be granted an Option (as defined in Section 9) which permits his rights topurchase Common Stock under this Plan and any other employee stock purchase plan (as defined in Section 423(b) of the Code) of the Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such Common Stock(determined at the Offering Commencement Date of the Plan Period) for each calendar year in which the Option is outstanding at any time. 

 

The purchase price for each share purchased will be 85% of the closing price of the Common Stock on (i) the first business day of such Plan Period or (ii)the Exercise Date, whichever closing price shall be less. Such closing price shall be (a) the closing price on any national securities exchange on which the Common Stock is listed, (b) the closing price of the Common Stock on the Nasdaq NationalMarket or (c) the average of the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in The Wall Street Journal. If no sales of Common Stock were made on such a day, the price of the Common Stockfor purposes of clauses (a) and (b) above shall be the reported price for the next preceding day on which sales were made. 

 

Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his Option at the Option Price on suchdate and shall be deemed to have purchased from the Company the number of full shares of Common Stock reserved for the purpose of the Plan that his accumulated payroll deductions on such date will pay for, but not in excess of the maximum numberdetermined in the manner set forth above. 

 

Any balanceremaining in an employee’s payroll deduction account at the end of a Plan Period will be automatically refunded to the employee, except that any balance which is less than the purchase price of one share 

 

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of Common Stock will be carried forward into the employee’s payroll deduction account for the following Offering,unless the employee elects not to participate in the following Offering under the Plan, in which case the balance in the employee’s account shall be refunded. 

 

10. Issuance of Certificates. Certificates representing shares of Common Stock purchased under the Plan may be issued onlyin the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or (in the Company’s sole discretion) in the name of a brokerage firm, bank or other nominee holderdesignated by the employee. The Company may, in its sole discretion and in compliance with applicable laws, authorize the use of book entry registration of shares in lieu of issuing stock certificates. 

 

11. Rights on Retirement, Death or Termination of Employment. In the event ofa participating employee’s termination of employment prior to the last business day of a Plan Period, no payroll deduction shall be taken from any pay due and owing to an employee and the balance in the employee’s account shall be paid tothe employee or, in the event of the employee’s death, (a) to a beneficiary previously designated in a revocable notice signed by the employee (with any spousal consent required under state law) or (b) in the absence of such a designatedbeneficiary, to the executor or administrator of the employee’s estate or (c) if no such executor or administrator has been appointed to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate. If,prior to the last business day of the Plan Period, the Designated Subsidiary by which an employee is employed shall cease to be a subsidiary of the Company, or if the employee is transferred to a subsidiary of the Company that is not a DesignatedSubsidiary, the employee shall be deemed to have terminated employment for the purposes of this Plan. 

 

12. Optionees Not Stockholders. Neither the granting of an Option to an employee nor the deductions from his pay shall constitute such employee astockholder of the shares of Common Stock covered by an Option under this Plan until such shares have been purchased by and issued to him. 

 

13. Rights Not Transferable. Rights under this Plan are not transferable by a participating employee other than by will or the laws of descent anddistribution, and are exercisable during the employee’s lifetime only by the employee. 

 

14. Application of Funds. All funds received or held by the Company under this Plan may be combined with other corporate funds and may be used for any corporate purpose. 

 

15. Adjustment in Case of Changes Affecting Common Stock. In the event of asubdivision of outstanding shares of Common Stock, or the payment of a dividend in Common Stock, the number of shares approved for this Plan, and the share limitation set forth in Section 9, shall be increased proportionately, and such otheradjustment shall be made as may be deemed equitable by the Board or the Committee. In the event of any other change affecting the Common Stock, such adjustment shall be made as may be deemed equitable by the Board or the Committee to give propereffect to such event. 

 

16. Merger. If the Company shall at anytime merge or consolidate with another corporation and the holders of the capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 80% by voting power of the capital stock of the surviving corporation(“Continuity of Control”), the holder of each Option then outstanding will thereafter be entitled to receive at the next Exercise Date upon the exercise of such Option for each share as to which such Option shall be exercised thesecurities or property which a holder of one share of the Common Stock was entitled to upon and at the time of such merger or consolidation, and the Board or the Committee shall take such steps in connection with such merger or consolidation as theBoard or the Committee shall deem necessary to assure that the provisions of Section 15 shall thereafter be applicable, as nearly as reasonably may be, in relation to the said securities or property as to which such holder of such Option mightthereafter be entitled to receive thereunder. 

 

In the event ofa merger or consolidation of the Company with or into another corporation which does not involve Continuity of Control, or of a sale of all or substantially all of the assets of the Company while unexercised Options remain outstanding under thePlan, (a) subject to the provisions of clauses (b) and (c), after the effective date of such transaction, each holder of an outstanding Option shall be entitled, upon exercise of such Option, to 

 

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receive in lieu of shares of Common Stock, shares of such stock or other securities as the holders of shares of CommonStock received pursuant to the terms of such transaction; or (b) all outstanding Options may be cancelled by the Board or the Committee as of a date prior to the effective date of any such transaction and all payroll deductions shall be paid out tothe participating employees; or (c) all outstanding Options may be cancelled by the Board or the Committee as of the effective date of any such transaction, provided that notice of such cancellation shall be given to each holder of an Option, andeach holder of an Option shall have the right to exercise such Option in full based on payroll deductions then credited to his account as of a date determined by the Board or the Committee, which date shall not be less than ten (10) days precedingthe effective date of such transaction. 

 

17. Amendment of thePlan. The Board may at any time, and from time to time, amend this Plan in any respect, except that (a) if the approval of any such amendment by the shareholders of the Company is required by Section 423 of the Code, such amendment shall not beeffected without such approval, and (b) in no event may any amendment be made which would cause the Plan to fail to comply with Section 423 of the Code. 

 

18. Insufficient Shares. In the event that the total number of shares of Common Stock specified in elections to be purchased under any Offering plus thenumber of shares purchased under previous Offerings under this Plan exceeds the maximum number of shares issuable under this Plan, the Board or the Committee will allot the shares then available on a pro rata basis. 

 

19. Termination of the Plan. This Plan may be terminated at any time by theBoard. Upon termination of this Plan all amounts in the accounts of participating employees shall be promptly refunded. 

 

20. Governmental Regulations. The Company’s obligation to sell and deliver Common Stock under this Plan is subject to listing on a national stockexchange or quotation on the Nasdaq National Market (to the extent the Common Stock is then so listed or quoted) and the approval of all governmental authorities required in connection with the authorization, issuance or sale of such stock.

 

21. Governing Law. The Plan shall be governed by Massachusettslaw except to the extent that such law is preempted by federal law. 

 

22. Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source. 

 

23. Notification upon Sale of Shares. Each employee agrees, by entering thePlan, to promptly give the Company notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to which such shares were purchased. 

 

24. Withholding. Each employee shall, no later than the date of the eventcreating the tax liability, make provision satisfactory to the Board for payment of any taxes required by law to be withheld in connection with any transaction related to Options granted to or shares acquired by such employee pursuant to the Plan.The Company may, to the extent permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee. 

 

25. Effective Date and Approval of Shareholders. The Plan shall take effect on April 7, 2004 subject to approval by the shareholders of the Company asrequired by Section 423 of the Code, which approval must occur within twelve months of the adoption of the Plan by the Board. 

 

Adopted by the Board of Directors

      on April 7, 2004

 

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