Director Non-qualified Stock Option

Exhibit 10.19


AMERICA SERVICE GROUP INC.
NON-QUALIFIED STOCK OPTION


THIS NON-QUALIFIED STOCK OPTION, granted the _____ day of __________, 20__, by America Service Group Inc., a Delaware corporation (the "Company"), to ________________________ (the "Optionee").


WITNESSETH:


WHEREAS, the Board of Directors of the Company is of the opinion that the interests of the Company and its subsidiaries will be advanced by encouraging and enabling the Company's non-employee directors, upon whose judgment, initiative and efforts the Company is largely dependent for the successful conduct of the business of the Company and its subsidiaries, to acquire or increase their proprietary interest in the Company, thus providing them with a more direct stake in its welfare and assuring a closer identification of their interests with those of the Company; and


WHEREAS, the Board believes that the acquisition of such an interest in the Company will stimulate such non-employee directors and strengthen their desire to continue to serve on the Company's Board of Directors;


NOW, THEREFORE, in consideration of the premises and of the services to be performed by the Optionee under paragraph 2 hereunder, the Company hereby grants this non-qualified stock option to the Optionee on the terms hereinafter expressed.


1. Option Grant. Subject to paragraph 2 hereof, the Company hereby grants to the Optionee an option to purchase a total of ____________ shares of Common Stock of the Company at an option exercise price per share of $________ which is equal to 100% of the Fair Market Value of a share of common stock on the date hereof. This option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986.


2. Time of Exercise. This option may be exercised (in the manner provided in paragraph 3 hereof) in whole or in part, and from time to time after the date hereof, subject to the following limitations:


(a) This option may not be exercised during the first year from the date hereof. Thereafter, it may only be exercised to a maximum cumulative extent of 25% of the total shares covered by this option in the second year from the date hereof, 50% of the total shares in the third year from the date hereof, and 75% of the total shares in the fourth year from the date hereof. After the end of the fourth year from the date hereof, this option, to the extent not previously exercised, may be exercised in full.


(b) This option may not be exercised after the earliest to occur of any of the following:


(i) more than three (3) months after the termination of the Optionee's service on the Board of Directors of the Company for any reason other than death (and then only to the extent the Optionee could have exercise ...