Exhibit

10.2




 




 




	

  Notice of Grant of Stock Options


  and Option Agreement


  	

   


  	

  META

  Group, Inc.
ID:  06-0971675


  208 Harbor Drive


  Stamford, CT 06912


  





 




 




Effective 7/31/2002, you have been granted a(n) Incentive Stock Option

to buy 160,000 shares of META Group, Inc. (the Company) stock at $2.5000 per

share.




 




The total option price of the shares granted is $400,000.




 




Shares in each period will become exercisable on the date shown.




 




	

  Shares


  	

   


  	

  Vest Type


  	

   


  	

  Full Vest


  	

   


  	

  Expiration


  	

   


  
	

  40,000


  	

   


  	

  On Vest Date


  	

   


  	

  7/31/2003


  	

   


  	

  731/2012


  	

   


  
	

  40,000


  	

   


  	

  On Vest Date


  	

   


  	

  7/31/2004


  	

   


  	

  7/31/2012


  	

   


  
	

  40,000


  	

   


  	

  On Vest Date


  	

   


  	

  7/31/2005


  	

   


  	

  7/31/2012


  	

   


  
	

  40,000


  	

   


  	

  On Vest Date


  	

   


  	

  7/31/2006


  	

   


  	

  7/31/2012


  	

   


  





 




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 Option Plan as amended and the Option

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




 




	

   /s/ John A. Piontkowski


  	

   


  	

  7/31/02


  	

   


  
	

  META Group, Inc.


  	

  Date


  
	

   


  	

   


  
	

   


  	

   


  
	

   /s/ Alfred J. Amoroso


  	

   


  	

  8/1/02


  	

   


  
	

  Name:  Alfred

  J. Amoroso


  	

  Date


  





 




 




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  Notice of Grant of Stock Options


  and Incentive Stock Option Agreement


  	

   


  	

  META Group, Inc.


  





 




 




META Group, Inc., a Delaware Corporation (the

“Company”), hereby grants as of July 31, 2002 to you (the “Employee”), an

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

value (“Common Stock”), at the price of $2.50 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

Incentive Stock Option; Other Options.  This option is intended to qualify as an

incentive stock option under Section 422 of the Internal Revenue Code of

1986, as amended (the “Code”).  This

option is in addition to any other options heretofore or hereafter granted to

the Employee 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 Employment Continues; Acceleration on Certain Events.




 




(a)  Subject to

Sections 3(b) and 3(c), if the Employee has continued to be employed by the

Company or any Related Corporation through the dates listed under the column

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

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

date.




 




(b) In addition to the foregoing, but subject to

Section 4, if, on or prior to July 31, 2003, the Employee’s employment with the

Company and all Related Corporations is terminated (x) without Cause (as

defined below) or (y) by the Employee for Good Reason (as defined

below), and, in each case, the Employee executes a separation agreement

reasonably satisfactory to the Company and the Employee which shall include a

nondisparagement clause and a comprehensive release of claims (the “Separation

Agreement”) and the Separation Agreement has become irrevocable, then,

this option shall become exercisable for an additional number of Option Shares,

if any, equal to 50% of the total number of Option Shares with respect to which

this option is not yet exercisable at the time of termination of such

employment.




 




(c) In addition to the foregoing, but subject to

Section 4, (i) if, after July 31, 2003 but prior to the expiration of this

option, the Employee’s employment with the Company and all Related Corporations

is terminated (x) without Cause or (y) by the Employee for




 




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Good Reason, and, in each case, the Employee executes the

Separation Agreement and the Separation Agreement has become irrevocable, or

(ii) immediately prior to a Change of Control (as defined below) consummated

after July 31, 2003 but prior to the expiration of this option, then,

only upon the first of (i) or (ii) to occur, this option shall become

exercisable for an additional number of Option Shares, if any, equal to 50% of

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

exercisable at the time of termination of such employment or immediately prior

to such Change of Control, as the case may be; provided, however,

that in the event that the acceleration set forth in this Section 3(c) occurs

due to a Change of Control under subsection (ii) above and Employee’s

employment with the Company and all Related Corporations is terminated without

Cause or by the Employee for Good Reason within the three months following the

Change of Control and the Employee executes the Separation Agreement and

the Separation Agreement has become irrevocable, this option shall then become

exercisable for an additional number of Option Shares, if any, equal to 25% of

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

exercisable immediately prior to the Change of Control (for avoidance of doubt, the effect of

this proviso shall be to give Employee 75% of his unvested options in such

instance).




 




(d)                                 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 the Employee ceases to be employed by the Company and all Related

Corporations) may be exercised on or before the date which is ten years from

the date this option is granted.




 




(e)                                  “Change

of Control” shall mean:  the

consummation of (i) the sale of the Company by merger 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 in its sole

discretion.




 




4.                                      Termination

of Employment.




 




(a)                                  Termination

Other Than for Cause:  If

the Employee ceases to be employed by the Company and all Related Corporations,

other than by reason of death or disability as defined in Section 5 or

termination for Cause as defined in Section 4(c), 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 Employee’s last

day of employment, but in no event later than the scheduled expiration

date.  In such a case, the Employee’s

only rights hereunder shall be those which are properly exercised before the

termination of this option.




 




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(b)                                  Termination

for Cause or Breach:  Notwithstanding

the provisions of Sections 3 or 4, if the employment of the Employee is

terminated for Cause (as defined in Section 4(c)) or Employee breaches his

obligations under the Employment Agreement between the Company and the Employee

dated as of July 31, 2002 (the “Employment Agreement”), the Separation

Agreement or the Noncompetition Agreement (as defined in the Employment

Agreement), this option shall terminate upon the Employee’s receipt of written

notice of such termination or breach and shall thereafter not be exercisable to

any extent whatsoever.




 




(c)                                  Definition

of Cause:  Any one or more of

the following events or conditions shall constitute “Cause”: (i) the substantial,

continuing and knowing failure of Employee to render services to the Company or

any Related Corporation in accordance with the terms or requirements of his

employment; (ii)  gross negligence, willful misconduct, or breach of

fiduciary duty to the Company or any Related Corporation, or disloyalty or

dishonesty (which disloyalty or dishonesty results in direct or indirect

material loss, damage or injury to the Company or any Related Corporation);

(iii) the commission of an act of embezzlement or fraud;

(iv) deliberate disregard of the rules or policies of the Company or any

Related Corporation that results in direct or indirect material loss, damage or

injury to the Company or any Related Corporation; (v) the unauthorized

disclosure of any trade secret or confidential information of the Company or

any Related Corporation; (vi) the commission of an act which constitutes

unfair competition with the Company or any Related Corporation or which induces

any customer or supplier to breach a contract with the Company or any Related

Corporation; or (vii) material breach of the Employment Agreement or the

Noncompetition Agreement. 

Notwithstanding the foregoing, Cause shall not occur pursuant to clauses

(i), (iv) and (vii) (but as to (vii) only with respect to material breaches of

the Employment Agreement) unless Employee fails, within 30 days after receipt

of written notice from the Company specifying the event or condition giving

rise to Cause, to cure such event or condition, if capable of cure.




 




(d)                                  “Good

Reason” shall mean a termination by Employee of the Employment

Agreement and his employment with the Company after he gives written notice to

the Company within thirty (30) days following the date on which he learns of

the occurrence, without his prior written consent, of any of the following

events during the Term (as such term is defined in the Employment Agreement),

which notice specifies the nature of such event, and the Company fails to cure

such event within thirty (30) days following receipt of such notice from

Employee:  (a) the failure of the Company to

continue Employee in the position of Chief Executive Officer, except

where such failure is for Cause or due




 




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to Employee’s Disability or death;

(b) a material diminution in the nature or scope of Employee’s

responsibilities, duties or authority; provided, however, that the assignment

to others of the duties or responsibilities of Employee while Employee is out

of work due to a Disability, leave of absence or vacation, shall not constitute

such a diminution; (c) any reduction in Employee’s Base Salary (as

defined in the Employment Agreement); (d) a breach by the Company of any of its

material obligations to Employee under the Employment Agreement; or (e) the

relocation of the Company’s principal office to a location more than 50 miles

from Stamford, Connecticut, unless such location is 50 miles or less from

Employee’s residence after the Relocation (as defined in the Employment

Agreement).




 




5.                                      Death;

Disability.




 




(a) 

Death:  If the Employee dies while in the employ of

the Company or any Related Corporation, the Employee’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 the Employee’s death, at any time within

one year after the date of death, but not later than the scheduled expiration

date.




 




(b)  Disability:  If the Employee ceases to be employed by the

Company and all Related Corporations by reason of his disability (as defined in

the Plan), this option may be exercised, to the extent otherwise exercisable on

the date of the termination of his employment, at any time within 180 days

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




 




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(c)                                  Effect

of Termination:  At the

expiration of the 180-day 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 Employee 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 Employee in accordance

with the terms hereof.




 




7.                                      Payment

of Price.  (a) 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.




 




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(b)                                  Limitations

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

by the Employee (“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 Employee 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 Employee 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 Employee 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 Employee free of any substantial risk of

forfeiture for at least six months.




 




(c)                                  Permitted

Payment by Recourse Note: 

In addition, if this paragraph is initialed below by the person signing

this Agreement on behalf of the Company, the option price may be paid by

delivery of the Employee’s three-year personal recourse promissory note bearing

interest payable not less than annually at the applicable Federal rate, as

defined in Section 1274(d) of the Code.




 




	

   


  	

   


  	

   


  
	

   


  	

  (initials)


  





 




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 its principal executive office, 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

is received.  Such certificate or

certificates shall be registered in the name of the person or persons so

exercising this option (or, if this option shall be exercised by the Employee

and if the Employee shall so request in the notice exercising this option,

shall be registered in the name of the Employee and another person jointly,

with right of survivorship).  In the

event this option is exercised, pursuant to Section 5 hereof, by any

person or persons other than the Employee, such notice shall be accompanied by

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

option.




 




9.                                      Option

Not Transferable.  This

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

descent and distribution.  During the

Employee’s lifetime, only the Employee may exercise this option.




 




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10.                               No

Obligation to Exercise Option. 

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

Employee to exercise it.




 




11.                               No

Obligation to Continue Employment. 

Neither the Plan, this Agreement, nor the grant of this option

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

the Employee in employment.




 




12.                               No Rights

as Stockholder until Exercise. 

The Employee shall have no rights as a stockholder with respect to

the Option Shares until such time as the Employee has exercised this option by

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

shares 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.                               Early

Disposition.  The

Employee agrees to notify the Company in writing immediately after the Employee

transfers any Option Shares, if such transfer occurs on or before the later of

(a) the date two years after the date of this Agreement or (b) the

date one year after the date the Employee acquired such Option Shares.  The Employee also agrees to provide the

Company with any information concerning any such transfer required by the

Company for tax purposes.




 




15.                               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 Employee hereby

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

Employee’s wages or other remuneration the appropriate amount of tax; provided,

however, that prior to any such withholding the Employee shall be given

an opportunity to make alternate arrangements for the provision of such tax

amounts to the Company.  At the

discretion of the Company or Related Corporation, the amount required to be

withheld may be withheld in cash from such




 




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

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

Company or any Related Corporation does not withhold an amount from the

Employee’s wages or other remuneration sufficient to satisfy the withholding

obligation of the Company or Related Corporation, the Employee shall make

reimbursement on demand, in cash, for the amount underwithheld.




 




16.                               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 16 shall have perpetual duration.




 




17.                               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.




 




18.                               Provision

of

Documentation

to

Employee.  By signing this Agreement the Employee

acknowledges receipt of a copy of this Agreement and a copy of the Plan.




 




19.                               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.




 




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(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.




 




(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.




 




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