Boston Communications Group Inc Sample Contracts

Boston Communications Group Inc – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (July 11th, 2007)

AMENDMENT NO. 1, dated as of July 10, 2007 (“First Amendment”), to the Rights Agreement (the “Rights Agreement”), dated as of September 6, 2005, between Boston Communications Group, Inc., a Massachusetts corporation (the “Company”), and Computershare Trust Company, N.A. (formerly EquiServe Trust Company, N.A.), as rights agent (the “Rights Agent”).

Boston Communications Group Inc – AGREEMENT AND PLAN OF MERGER by and among MEGASOFT LIMITED, (“Parent”), TEA PARTY ACQUISITION CORP. (“Merger Sub”) and BOSTON COMMUNICATIONS GROUP, INC. (the “Company”) Dated as of July 11, 2007 (July 11th, 2007)

AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2007 (the “Agreement”), by and among Megasoft Limited, a company incorporated in India under the provisions of the Companies Act, 1956 (“Parent”), Tea Party Acquisition Corp., a Massachusetts corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Boston Communications Group, Inc., a Massachusetts corporation (the “Company”).

Boston Communications Group Inc – AMENDMENT TO BOSTON COMMUNICATIONS GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT NON-FOUNDERS’ AGREEMENT (February 2nd, 2007)

THIS AMENDMENT is made by and between Boston Communications Group, Inc., a Massachusetts corporation having a mailing address of 55 Middlesex Turnpike, Bedford MA 01730 (the “Company”), and E. Y. Snowden (the “Executive”).

Boston Communications Group Inc – AMENDMENT TO BOSTON COMMUNICATIONS GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT FOUNDERS’ AGREEMENT (January 19th, 2007)

THIS AMENDMENT is made by and between Boston Communications Group, Inc., a Massachusetts corporation having a mailing address of 55 Middlesex Turnpike, Bedford MA 01730 (the “Company”), and Paul J. Tobin (the “Executive”).

Boston Communications Group Inc – AMENDMENT TO BOSTON COMMUNICATIONS GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT NON-FOUNDERS’ AGREEMENT (January 19th, 2007)

THIS AMENDMENT is made by and between Boston Communications Group, Inc., a Massachusetts corporation having a mailing address of 55 Middlesex Turnpike, Bedford MA 01730 (the “Company”), and                      (the “Executive”).

Boston Communications Group Inc – AMENDMENT TO BOSTON COMMUNICATIONS GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT NON-FOUNDERS’ AGREEMENT (January 8th, 2007)

THIS AMENDMENT by and between Boston Communications Group, Inc., a Massachusetts corporation having a mailing address of 55 Middlesex Turnpike, Bedford MA 01730 (the “Company”), and Karen A. Walker (the “Executive”).

Boston Communications Group Inc – AMENDMENT TO BOSTON COMMUNICATIONS GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT NON-FOUNDERS’ AGREEMENT (January 8th, 2007)

THIS AMENDMENT by and between Boston Communications Group, Inc., a Massachusetts corporation having a mailing address of 55 Middlesex Turnpike, Bedford MA 01730 (the “Company”), and Kimberly Obremski (the “Executive”).

Boston Communications Group Inc – December 31, 2006 (January 8th, 2007)
Boston Communications Group Inc – Change of Control Agreement (January 8th, 2007)

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and Joseph Mullaney (the “Executive”), is made as of the first day of your employment with the Company, to be inserted upon your hire (the “Effective Date”).

Boston Communications Group Inc – AMENDMENT TO BOSTON COMMUNICATIONS GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT FOUNDERS’ AGREEMENT (January 8th, 2007)

THIS AMENDMENT by and between Boston Communications Group, Inc., a Massachusetts corporation having a mailing address of 55 Middlesex Turnpike, Bedford MA 01730 (the “Company”), and Fritz von Mering (the “Executive”).

Boston Communications Group Inc – December 31, 2006 (January 8th, 2007)
Boston Communications Group Inc – BOSTON COMMUNICATIONS GROUP REPORTS SECOND QUARTER 2006 RESULTS (July 28th, 2006)

Bedford, MA – July 28, 2006 – Boston Communications Group, Inc, (Nasdaq: BCGI) today announced that its consolidated GAAP net income for the second quarter ended June 30, 2006 totaled $24.5 million or $1.37 per share, primarily driven by a reduction in the estimated loss of $18.5 million and $8.2 million in related tax benefits as a result of the settlement of the Freedom Wireless litigation previously announced on July 21, 2006. On a non-GAAP basis, excluding the reduction in the loss accrual and certain other items, the Company would have reported a net loss of $855,000, or $0.05 per share.

Boston Communications Group Inc – Boston Communications Group, Inc. Signs Definitive Settlement Agreement to End Freedom Wireless Litigation Company is Reviewing its Historical Option Grants Practice in Response to Informal SEC Inquiry (July 21st, 2006)

July 21, 2006; Bedford, Mass. - Boston Communications Group, Inc. (NASDAQ: BCGI), a leading provider of products and solutions that enable mobile operators and MVNOs worldwide to differentiate their offerings and increase market penetration while reducing costs, and Freedom Wireless, Inc. today announced that they have signed a definitive settlement and license agreement settling and dismissing, with prejudice, Freedom Wireless’ patent litigation against bcgi and its carrier customers, including its co-defendants.

Boston Communications Group Inc – bcgi ENTERS SOFTWARE LICENSE AGREEMENT WITH CONVERGYS CORPORATION Convergys to License bcgi Real-Time Billing, Payment, Access Management Software and Related Services (March 29th, 2006)

Bedford, MA; March 29, 2006 – bcgi (NASDAQ: BCGI), a principal provider of products and solutions that enable mobile operators and MVNOs worldwide to differentiate their offerings and increase market penetration while reducing costs, today announced it has signed a multi-year software license agreement with leading billing, customer care and employee care provider Convergys Corporation (NYSE: CVG).

Boston Communications Group Inc – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SOFTWARE LICENSE AGREEMENT (March 29th, 2006)

This Software License Agreement (the “Agreement”) is made and entered into between Convergys Information Management Group Inc., an Ohio corporation, with the address of its principal place of business at 201 East Fourth Street, Cincinnati, Ohio 45202 (“Licensee” or “Convergys”), and Boston Communications Group, Inc. a Massachusetts corporation with the address of its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730 (“Licensor” or “BCGI”) effective as of the 23rd day of March, 2006. Licensor and Licensee are hereinafter referred to as the “Parties.”

Boston Communications Group Inc – Change of Control Agreement (March 13th, 2006)

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and Paul J. Tobin (the “Executive”), is made as of May 3, 2005 (the “Effective Date”).

Boston Communications Group Inc – AMENDMENT TO EMPLOYMENT LETTER AGREEMENT (March 13th, 2006)

This AMENDMENT #1 TO THE EMPLOYMENT LETTER AGREEMENT (the “Amendment”), dated as of May 3, 2005, is entered into by and between Boston Communications Group, Inc., a Massachusetts corporation (the “Company”), and E.Y. Snowden (the “Employee”).

Boston Communications Group Inc – Change of Control Agreement (March 13th, 2006)

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and Thomas M. Erskine (the “Executive”), is made as of May 3, 2005 (the “Effective Date”).

Boston Communications Group Inc – SUMMARY OF 2006 EXECUTIVE COMPENSATION PLAN (March 13th, 2006)

The Company’s 2006 Executive Compensation Plan, as approved by the Compensation Committee of the Board of Directors is substantially consistent with the 2005 Plan and consists of cash bonuses and equity incentives. With the guidance of a compensation consultant, the Plan was derived from third-party compensation survey data for comparable companies and executive positions and is based upon performance targets and payments tied to a percentage of base pay. The key elements of the Plan include:

Boston Communications Group Inc – Change of Control Agreement (March 13th, 2006)

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and Karen A. Walker (the “Executive”), is made as of May 3, 2005 (the “Effective Date”).

Boston Communications Group Inc – Change of Control Agreement (March 13th, 2006)

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and Fritz von Mering (the “Executive”), is made as of May 3, 2005 (the “Effective Date”).

Boston Communications Group Inc – Change of Control Agreement (March 13th, 2006)

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and William D. Wessman (the “Executive”), is made as of May 3, 2005 (the “Effective Date”).

Boston Communications Group Inc – Change of Control Agreement (March 13th, 2006)

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and James Anderson (the “Executive”), is made as of May 3, 2005 (the “Effective Date”).

Boston Communications Group Inc – Change of Control Agreement (March 13th, 2006)

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and Ersin Galioglu (the “Executive”), is made as of May 3, 2005 (the “Effective Date”).

Boston Communications Group Inc – BOSTON COMMUNICATIONS GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2005 RESULTS (February 8th, 2006)

Bedford, MA—February 8, 2006—Boston Communications Group, Inc. (Nasdaq: BCGI) today announced that its consolidated GAAP net income for the fourth quarter ended December 31, 2005 totaled $2.7 million or $0.15 per share. On a non-GAAP basis excluding legal expenses and related charges associated with the Freedom Wireless lawsuit, the Company would have reported net income of $2.5 million, or $0.14 per share.

Boston Communications Group Inc – BOSTON COMMUNICATIONS GROUP REPORTS THIRD QUARTER 2005 RESULTS (November 10th, 2005)

Bedford, MA – November 9, 2005 - Boston Communications Group, Inc. (Nasdaq: BCGI) today announced a consolidated GAAP net loss for the third quarter ended September 30, 2005 of $40.6 million, or $(2.29) per share, primarily driven by a $40.3 million non-cash charge in connection with the previously announced judgment in the Freedom Wireless lawsuit, which bcgi continues to contest. On a non-GAAP basis excluding this charge and related legal expenses, the Company would have reported net income of $1.6 million, or $0.09 per share.

Boston Communications Group Inc – Amendment #1 to 2004 EMPLOYEE STOCK PURCHASE PLAN dated September 14, 2005 (November 9th, 2005)
Boston Communications Group Inc – CUMMINGS PROPERTIES MANAGEMENT, INC. STANDARD FORM COMMERCIAL LEASE (November 9th, 2005)

In consideration of the covenants herein, Cummings Properties, LLC (“LESSOR”) hereby leases to Boston Communications Group, Inc. (a MA corp.),100 Sylvan Road, Suite 100, Woburn, MA 01801 (“LESSEE”), the following described premises, approximately 13,669 square feet (including 3.3% common area) at 100 sylvan Road, Suites 350, 550 and 575 and approximately 2,074 square feet of outdoor area, at 100 Sylvan Road, Woburn, MA 01801 (“the leased premises”) for a term of three (3) years commencing at noon on February 28, 2006 and ending at noon on February 28, 2009 unless sooner terminated as herein provided. LESSOR and LESSEE now covenant and agree that the following terms and conditions shall govern this lease.

Boston Communications Group Inc – AGREEMENT CONCERNING FUNDING OF SECURITY FOR APPEAL Among Citibank, N.A. as “Escrow Agent” and Cingular Wireless LLC and Boston Communications Group, Inc. (Account Number) Citibank Escrow Agent Custody Account (November 9th, 2005)

This AGREEMENT (“Agreement”), dated August 19, 2005, is made by and among Cingular Wireless LLC, a Delaware limited liability company (“Cingular”), Boston Communications Group, Inc., a Massachusetts corporation, (“BCG”), and Citibank, N.A., as Escrow Agent (“Escrow Agent”).

Boston Communications Group Inc – Articles of Amendment (General Laws Chapter 156D, Section 10.06; 950 CMR 113.34) (September 7th, 2005)

Boston Communications Group, Inc., having a registered office at 55 Middlesex Turnpike, Bedford, Massachusetts 01730, certifies as follows:

Boston Communications Group Inc – RIGHTS AGREEMENT between BOSTON COMMUNICATIONS GROUP, INC. and EQUISERVE TRUST COMPANY, N.A., as Rights Agent Dated September 6, 2005 (September 7th, 2005)

RIGHTS AGREEMENT, dated September 6, 2005 (the “Agreement”), between Boston Communications Group, Inc., a Massachusetts corporation (the “Company”), and EquiServe Trust Company, N.A., as Rights Agent (the “Rights Agent”).

Boston Communications Group Inc – Nonstatutory Stock Option Agreement for Employee Directors Granted Under 2005 Stock Incentive Plan (August 22nd, 2005)
Boston Communications Group Inc – Nonstatutory Stock Option Agreement for Executive Officers Granted Under 2005 Stock Incentive Plan (August 22nd, 2005)
Boston Communications Group Inc – Change of Control Agreement (August 9th, 2005)

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and James Anderson (the “Executive”), is made as of May 3, 2005 (the “Effective Date”).

Boston Communications Group Inc – Change of Control Agreement (August 9th, 2005)

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and Thomas M. Erskine (the “Executive”), is made as of May 3, 2005 (the “Effective Date”).