exv10w1






Exhibit 10.1




AMERICA SERVICE GROUP INC.




2009 EQUITY INCENTIVE PLAN



NON-INCENTIVE STOCK OPTION CERTIFICATE


America Service Group Inc. (“ASG”), a Delaware corporation, in accordance with the America Service
Group Inc. 2009 Equity Incentive Plan, hereby grants an Option to                                         , who shall be
referred to as “Employee,” to purchase from ASG                      shares of common stock at an Option Price
per share equal to $15.33, which grant shall be subject to all of the terms and conditions set
forth in this Option Certificate and in the Plan. This grant has been made as of October 5, 2010,
which shall be referred to as the “Grant Date.” This Option is not intended to satisfy the
requirements of § 422 of the Internal Revenue Code and thus shall be a Non-ISO as that term is
defined in the Plan.




	 	 	 	 	 	 	 

	 	 	AMERICA SERVICE GROUP INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Acknowledged and Agreed:	 	EMPLOYEE
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option Certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Committee.



 









 






	 	§ 2. 	 	Vesting and Option Expiration.
	 
	 	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s
right under this Option Certificate to exercise this Option shall vest with
respect to:






	 	(1)	 	one-third of the non-vested shares of Stock
which are subject to this Option on the first anniversary of the Grant
Date provided he or she remains continuously employed by ASG through
the first anniversary of the Grant Date,
	 
	 	(2)	 	one-third of the non-vested shares of Stock
which remain subject to this Option on the second anniversary of the
Grant Date provided he or she remains continuously employed by ASG
through the second anniversary of the Grant Date, and
	 
	 	(3)	 	the remaining non-vested shares of Stock which
are subject to this Option on the third anniversary of the Grant Date
provided he or she remains continuously employed by ASG through the
third anniversary of the Grant Date.






	 	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. Except as may
otherwise be set forth in Employee’s separate written employment
agreement (if any), if Employee’s employment with ASG terminates for
any reason whatsoever, including death, disability (as determined under
ASG’s long-term disability plan) or retirement, while there are any
non-vested shares of Stock subject to this Option under § 2(a), this
Option immediately upon such termination of employment shall expire and
shall have no further force or effect and be null and void with respect
to such non-vested shares of Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to
exercise all or any part of this Option which has vested under § 2(a)
shall expire no later than the tenth anniversary of the Grant Date.
However, if Employee’s employment with ASG terminates before the tenth
anniversary of the Grant Date, Employee’s right to exercise this Option
which has vested under § 2(a) shall expire and shall have no further
force or effect and shall be null and void as of:






	 	(A)	 	the date his or her employment
terminates if his or her employment terminates for cause (as
determined by the Committee),




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	 	(B)	 	the first anniversary of the date
his or her employment terminates if his or her employment
terminates as a result of his or her death or disability (as
determined under ASG’s long-term disability plan), or
	 
	 	(C)	 	the end of the 90-day period
which starts on the date his or her employment terminates if his
or her employment terminates other than (1) for cause (as
determined by the Committee) or (2) as a result of his or her
death or disability (as determined under ASG’s long-term
disability plan).






	 	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a
Change in Control of ASG, this Option shall be subject to the
provisions of § 14 of the Plan with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this
Option Certificate, any transfer of employment between ASG and any
Affiliate, Parent or Subsidiary of ASG or between any Affiliate, Parent
or Subsidiary of ASG shall not be treated as a termination of
employment under the Plan or this Option Certificate.
	 
	 	(3)	 	Fractional Shares. Employee’s right to
exercise this Option shall not include a right to exercise this Option
to purchase a fractional share of Stock. If Employee exercises this
Option on any date when this Option includes a fractional share of
Stock, his or her exercise right shall be rounded down to the nearest
whole share of Stock and the fractional share shall be carried forward
until that fractional share together with any other fractional shares
can be combined to equal a whole share of Stock or this Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of
Stock) only in accordance with the rules and procedures established from time to time by ASG for
the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to ASG, by tendering to ASG shares of Stock registered in Employee’s name which have
been held for at least six months or through any cashless exercise/resale procedure which is
implemented by a broker unrelated to ASG through a sale of Stock in the open market and which is
acceptable to the Committee, or in any combination of these forms of payment.



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     § 4. Delivery and Other Laws. ASG shall deliver appropriate and proper evidence of
ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery shall discharge ASG of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by ASG or shall adversely affect
the right of ASG to terminate Employee’s employment with or without cause (as determined by the
Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9. Binding Effect. This Option shall be binding upon ASG and Employee and their
respective heirs, executors, administrators and successors.



     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which ASG determines are applicable upon the exercise
of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.




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