Exhibit

10.7




 








	

  Notice of Grant of Stock Options


  and Non-Qualified Stock Option Agreement


  	

   


  	

  META

  Group, Inc.


  










 




Effective 8/14/2002, you have been granted a Non-Qualified Stock Option

to buy 50,000 shares of META Group, Inc. (the Company) stock at $2.4300 per share.




 




The total option price of

the shares granted is $121,500.00.




 




Shares in each period

will become exercisable on the date shown.




 




	

  Shares


  	

   


  	

  Vest Type


  	

   


  	

  Full Vest


  	

   


  	

  Expiration


  	

   


  
	

  12,500


  	

   


  	

  On Vest Date


  	

   


  	

  8/14/2003


  	

   


  	

  8/14/2012


  	

   


  
	

  12,500


  	

   


  	

  On Vest Date


  	

   


  	

  8/14/2004


  	

   


  	

  8/14/2012


  	

   


  
	

  12,500


  	

   


  	

  On Vest Date


  	

   


  	

  8/14/2005


  	

   


  	

  8/14/2012


  	

   


  
	

  12,500


  	

   


  	

  On Vest Date


  	

   


  	

  8/14/2006


  	

   


  	

  8/14/2012


  	

   


  





 




By your signature and the Company’s signature below,

you and the Company agree that these options are granted under and governed by

the terms and conditions of the Company’s Stock Plan as amended and the Option

Agreement, all of which are attached and made a part of this document.




 




	

  /s/ John A. Piontkowski


  	

   


  	

   


  	

  8/14/02


  	

   


  
	

  META Group, Inc.


  	

   


  	

  Date


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  /s/ Dale Kutnick


  	

   


  	

   


  	

  8/14/02


  	

   


  
	

  Name:  Dale

  Kutnick


  	

   


  	

  Date


  





 




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META Group, Inc., a Delaware Corporation (the

“Company”), hereby grants as of August 14, 2002 to you (the “Optionee”), an

option to purchase shares (the “Option Shares”) of its Common Stock, $.01 par

value per share (the “Common Stock”), at the price of $2.43  per share.  The quantity of Option Shares granted and

vesting schedule is defined on the cover page hereof.  The Option Shares are granted on the following terms and

conditions:




 




1.                                      Grant Under

Second Amended and Restated 1995 Stock Plan.  This option is granted pursuant to and is

governed by the Company’s Second Amended and Restated 1995 Stock Plan (the

“Plan”) and, unless the context otherwise requires, terms used herein shall

have the same meaning as in the Plan. 

Determinations made in connection with this option pursuant to the Plan

shall be governed by the Plan as it exists on this date.




 




2.                                      Grant as

Non-Qualified Option; Other Options.  This option shall be treated for federal income tax purposes as a

Non-Qualified Option (rather than an incentive stock option). This option is in

addition to any other options heretofore or hereafter granted to the Optionee

by the Company or any Related Corporation (as defined in the Plan), but a duplicate

original of this instrument shall not effect the grant of another option.




 




3.                                      Vesting

of Option if Business Relationship Continues; Acceleration on Certain Events.




 




(a)           Subject

to Section 3(b), if Optionee continues to serve the Company or any Related Corporation

in the capacity of an employee, officer, director or consultant (such service

is described herein as maintaining or being involved in a “Business

Relationship with the Company”) through the dates listed under the column

entitled “Full Vest” on the cover page hereof, Optionee may exercise this

option for the number of shares of Common Stock set forth opposite the

applicable date.




 




(b)           In

addition to the foregoing, but subject to Section 4, (i) if Optionee’s Business

Relationship with the Company and all Related Corporations is terminated (x) by

the Company without “Cause” (as defined in the Severance Agreement between the

Company and Optionee dated as of July 31, 2002 (the “Severance Agreement”)),

(y) in the event of Optionee’s death or Disability, or (z) on or after the date

that is 30 days from the Effective Date (as defined in the Severance Agreement)

and provided that no facts or circumstances that would constitute Cause then

exist, by Optionee for any reason, and, in each case, Optionee (or in

the event of Optionee’s death or Disability, the executor of Optionee’s estate

or Optionee’s guardian, as the case may be) executes the Release attached as Exhibit

D to the Severance Agreement (the “Release




 




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Agreement”) and the revocation period of such Release Agreement has

expired without Optionee having exercised his revocation rights, or (ii) upon a

“Change of Control” (as defined below), then, in each case, this option shall

become exercisable for an additional number of Option Shares, if any, equal to

the total number of Option Shares with respect to which this option is not yet

exercisable at the time of any such termination or Change of Control, as the

case may be.




 




(c)           Notwithstanding

the foregoing, in accordance with and subject to the provisions of the Plan,

the Committee may, in its discretion, further accelerate the date that any

installment of this Option becomes exercisable.  The foregoing rights are cumulative and (subject to Sections 4 or

5 hereof if Optionee ceases to maintain or be involved in a Business

Relationship with the Company and all Related Corporations) may be exercised on

or before the date that is ten years from the date this option is granted.




 




(d)           “Change

of Control” shall mean:  (i) the sale of

the Company by merger, exchange, tender offer or similar transaction in which

the shareholders of the Company in their capacity as such no longer own a

majority of the outstanding equity securities of the Company (or its

successor); (ii) any sale of all or substantially all of the assets or capital

stock of the Company (other than in a spin-off or similar transaction) or (iii)

any other acquisition of the business of the Company, as determined by the

Board of Directors in its sole discretion.




 




4.                                      Termination

of Business Relationship.




 




(a)           Termination

Other Than for Cause: 

If Optionee’s Business Relationship with the Company and all Related

Corporations is terminated due to Optionee’s voluntary resignation of his

employment for any reason (other than a resignation specified in subsection (i)

of the next sentence), no further installments of this option shall become

exercisable, and this option shall terminate (and may no longer be exercised)

after the passage of 90 days from the date the Business Relationship ceases,

but in no event later than the scheduled expiration date.  If Optionee’s Business Relationship with the

Company and all Related Corporation’s is terminated (i) due to Optionee’s

voluntary resignation of his employment for any reason on or after the date

that is 30 days from the Effective Date and provided no facts or circumstances

that would constitute Cause then exist or (ii) by the Company without Cause, in

each case no further installments of this option shall become exercisable

(other than as specified in Section 3(b)), and this option shall terminate (and

may no longer be exercised) after the passage of two years from Optionee’s last

day of employment, but in no event later than the scheduled expiration date.  In the foregoing cases, Optionee’s only

rights hereunder shall be those that are properly exercised before the

termination of this option.




 




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(b)           Termination

for Cause or Breach of Severance Agreement:  Notwithstanding the provisions of Sections 3

and 4, if Optionee’s Business Relationship with the Company and all Related

Corporations is terminated for Cause or Optionee breaches Section 1 of the

“Noncompetition Agreement” (as defined in the Severance Agreement) and/or materially

breaches his obligations under the Noncompetition Agreement (other than Section

1) or the Severance Agreement, this option shall terminate upon Optionee’s

receipt of written notice of such termination or breach and shall thereafter

not be exercisable to any extent whatsoever.




 




5.                                      Death;

Disability.




 




(a)           Death:  If Optionee dies while involved in a

Business Relationship with the Company or any Related Corporation, Optionee’s

estate, personal representative or beneficiary to whom this option has been

assigned pursuant to Section 9 hereof may exercise this option, to the extent

this option is otherwise exercisable on the date of Optionee’s death (taking

into account Section 3(b)), at any time within two years after the date of

death, but not later than the scheduled expiration date.




 




(b)           Disability:  If Optionee’s Business Relationship with the

Company and all Related Corporations is terminated by reason of his

“Disability” (as defined in the Plan), this option may be exercised, to the

extent otherwise exercisable on the date the Business Relationship was

terminated (taking into account Section 3(b)), at any time within two years

after such cessation, but not later than the scheduled expiration date.




 




(c)           Effect

of Termination: 

At the expiration of the two-year period provided in paragraph (a) or

(b) of this Section 5 or the scheduled expiration date, whichever is the

earlier, this option shall terminate (and shall no longer be exercisable) and

the only rights hereunder shall be those as to which the option was properly

exercised before such termination.




 




6.                                      Partial

Exercise.  This option

may be exercised in part at any time and from time to time within the above

limits, except that this option may not be exercised for a fraction of a share

unless such exercise is with respect to the final installment of stock subject

to this option and cash in lieu of a fractional share must be paid, in

accordance with Paragraph 13(G) of the Plan, to permit the Optionee to

exercise completely such final installment. 

Any fractional share with respect to which an installment of this option

cannot be exercised because of the limitation contained in the preceding

sentence shall remain subject to this option and shall be available for later

purchase by the Optionee in accordance with the terms hereof.




 




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7.                                      Payment

of Price.




 




(a)                                  Form of

Payment:  The option

price shall be paid in the following manner:




 




(i)            in

cash or by check;




 




(ii)           subject

to paragraph 7(b) below, by delivery of shares of the Company’s Common

Stock having a fair market value (as determined by the Committee) equal as of

the date of exercise to the option price;




 




(iii)          by

delivery of an assignment satisfactory in form  and substance to the Company

of a sufficient amount of the proceeds from the sale of the Option Shares and

an instruction to the broker or selling agent to pay that amount to the

Company; or




 




(iv)          by

any combination of the foregoing.




 




(b)                                  Limitations

on Payment by Delivery of Common Stock:  If the Optionee delivers Common Stock held

by the Optionee (“Old Stock”) to the Company in full or partial payment of the

option price, and the Old Stock so delivered is subject to restrictions or

limitations imposed by agreement between the Optionee and the Company, an

equivalent number of Option Shares shall be subject to all restrictions and

limitations applicable to the Old Stock to the extent that the Optionee paid

for the Option Shares by delivery of Old Stock, in addition to any restrictions

or limitations imposed by this Agreement. 

Notwithstanding the foregoing, the Optionee may not pay any part of the

exercise price hereof by transferring Common Stock to the Company unless such

Common Stock has been owned by the Optionee free of any substantial risk of

forfeiture for at least six months.




 




8.                                      Method of

Exercising Option. 

Subject to the terms and conditions of this Agreement, this option may

be exercised by written notice to the Company, at the principal executive

office of the Company, or to such transfer agent as the Company shall

designate.  Such notice shall state the

election to exercise this option and the number of Option Shares for which it

is being exercised and shall be signed by the person or persons so exercising

this option.  Such notice shall be accompanied

by payment of the full purchase price of such shares, and the Company shall

deliver a certificate or certificates representing such shares as soon as

practicable after the notice shall be received.   Such certificate or certificates shall be registered in the name

of the person or persons so exercising this option (or, if this option is

exercised by the Optionee and if the Optionee shall so request in the notice

exercising this option, shall be registered in the name of the Optionee and

another person jointly, with right of survivorship).  If any person or persons other than the Optionee exercises this

option pursuant to Section 5 hereof, such notice shall be accompanied by

appropriate proof of the right of such person or persons to exercise this

option.




 




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9.                                      Option

Not Transferable.  This

option is not transferable or assignable except by will or by the laws of

descent and distribution or pursuant to a valid domestic relations order.  Except as set forth in the preceding

sentence, during the Optionee’s lifetime, only the Optionee may exercise this

option.




 




10.                               No

Obligation to Exercise Option. 

The grant and acceptance of this option imposes no obligation on the

Optionee to exercise it.




 




11.                               No Obligation

to Continue Business Relationship.  Neither the Plan, this Agreement, nor the grant of this option

imposes any obligation on the Company or any Related Corporation to continue to

maintain a Business Relationship with the Optionee.




 




12.                               No Rights

as Stockholder until Exercise. 

The Optionee has no rights as a stockholder with respect to the Option

Shares until such time as the Optionee has exercised this option by delivering

a notice of exercise and has paid in full the purchase price for the number of

shares for which this option is to be so exercised in accordance with Section

8.  Except as is expressly provided in

the Plan with respect to certain changes in the capitalization of the Company,

no adjustment shall be made for dividends or similar rights for which the

record date is prior to such date of exercise.




 




13.                               Capital

Changes and Business Successions.  The Plan contains provisions covering the treatment of options in

a number of contingencies such as stock splits and mergers.  Provisions in the Plan for adjustment with

respect to stock subject to options and the related provisions with respect to

successors to the business of the Company are hereby made applicable hereunder

and are incorporated herein by reference.




 




14.                               Withholding

Taxes.  If the Company or

any Related Corporation in its discretion determines that it is obligated to

withhold any tax in connection with the exercise of this option, or in

connection with the transfer of, or the lapse of restrictions on, any Common

Stock or other property acquired pursuant to this option, the Optionee hereby

agrees that the Company or any Related Corporation may withhold from the

Optionee’s wages or other remuneration the appropriate amount of tax.  At the discretion of the Company or Related

Corporation, the amount required to be withheld may be withheld in cash from

such wages or other remuneration or in kind from the Common Stock or other

property otherwise deliverable to the Optionee on exercise of this option.  The Optionee further agrees that, if the

Company or Related Corporation does not withhold an amount from the Optionee’s

wages or other remuneration sufficient to satisfy the withholding obligation of

the Company or Related Corporation, the Optionee shall make reimbursement on

demand, in cash, for the amount underwithheld.




 




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15.                               Lock-up

Agreement.  The Employee

agrees that in connection with an underwritten public offering of Common Stock,

upon the request of the Company or the principal underwriter managing such

public offering, this Option and the Option Shares may not be sold, offered for

sale or otherwise disposed of without the prior written consent of the Company

or such underwriter, as the case may be, for at least 270 days after the effectiveness

of the Registration Statement filed in connection with such offering, or such

longer period of time as the Board of Directors may determine if all of the

Company’s directors and officers agree to be similarly bound.  The lock-up agreement established pursuant

to this paragraph 15 shall have perpetual duration.




 




16.                               Arbitration.

 Any dispute, controversy, or claim

arising out of, in connection with, or relating to the performance of this

Agreement or its termination shall be settled by arbitration in the State of

Connecticut, pursuant to the rules then pertaining of the American Arbitration

Association.  Any award shall be final,

binding and conclusive upon the parties and a judgment rendered thereon may be

entered in any court having jurisdiction thereof.




 




17.                               Provision

of Documentation to Employee. 

By signing this Agreement the Optionee acknowledges receipt of a copy of

this Agreement and a copy of the Plan.




 




18.                               Miscellaneous.




 




(a) 

Notices:  All notices hereunder shall be in writing

and shall be deemed given when sent by certified or registered mail, postage

prepaid, return receipt requested, to the address set forth below.  The addresses for such notices may be

changed from time to time by written notice given in the manner provided for

herein.




 




(b) 

Entire

Agreement; Modification: 

This Agreement constitutes the entire agreement between the parties

relative to the subject matter hereof, and supersedes all proposals, written or

oral, and all other communications between the parties relating to the subject

matter of this Agreement.  This

Agreement may be modified, amended or rescinded only by a written agreement

executed by both parties.




 




(c) 

Severability:  The invalidity, illegality or

unenforceability of any provision of this Agreement shall in no way affect the

validity, legality or enforceability of any other provision.




 




(d) 

Successors

and Assigns: This Agreement shall be binding upon and inure to

the benefit of the parties hereto and their respective successors and assigns,

subject to the limitations set forth in Section 9 hereof.




 




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(e)           Governing

Law:  This Agreement

shall be governed by and interpreted in accordance with the laws of the State

of Delaware, without giving effect to the principles of the conflicts of laws

thereof.  The preceding choice of law

provision shall apply to all claims, under any theory whatsoever, arising out

of the relationship of the parties contemplated herein.




 




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