Exhibit

10.1




 




EMPLOYMENT

AGREEMENT




 




This Employment Agreement is made as of July 31, 2002

(the “Effective Date”), by and between Alfred J. Amoroso (“Executive”)

and META Group, Inc. and any of its subsidiaries, divisions and affiliates, and

its and their predecessors, successors and assigns (the “Company”).




 




WHEREAS, the Company desires to retain the

services of Executive;




 




WHEREAS, Executive has certain experience

and expertise that qualify him to provide the skills required by the Company;




 




WHEREAS, Executive desires to be employed

by the Company;




 




WHEREAS, Executive and the Company deem it

in their respective best interests to enter into an agreement providing for the

employment of Executive as the Company’s Chief Executive Officer, subject to

the terms and conditions hereinafter set forth; and




 




NOW, THEREFORE, in consideration of the

foregoing and the agreements herein contained, the parties hereto hereby agree

as follows:




 




1.        Employment.  Subject to the terms and conditions set

forth in this Agreement, the Company offers and Executive hereby accepts

full-time employment, effective as of the Effective Date.




 




2.        Term.  Subject to earlier termination as provided

in Section 5 hereof, this Agreement shall commence on the Effective Date

and end on December 31, 2006 (the “Term”).




 




3.        Capacity

and Performance.  During the Term

hereof, Executive shall serve the Company as its Chief Executive Officer, Vice

Chairman of the Company’s Board of Directors (so long as Executive remains a

member thereof) and/or in any other position that may be assigned to him by

Company’s Board of Directors (the “Board”).  Initially, Executive shall also serve the Company as its

President.  Executive shall report to

the Board at all times during the Term and shall perform his duties and responsibilities

hereunder at the Company’s headquarters office, and shall travel from time to

time as requested by the Board and/or required pursuant to his duties

hereunder.  Executive shall comply with

and perform, faithfully, diligently and to the best of his ability, such

directions and duties in relation to the Company’s business and affairs as the

Board may from time to time vest in or request of him.  Such duties and responsibilities shall

include, but not be limited to, responsibility for the Company’s day-to-day

operations.  Executive shall devote

substantially all of his business time, attention and energies, except while on

vacation or other Company-authorized leave taken by Executive, to the Company’s

business and shall not engage in any other business activity (without the

Board’s written approval), whether or not for profit or other pecuniary

advantage, that may conflict with the performance of his duties hereunder.  Notwithstanding anything to the contrary in

the foregoing sentence, Executive shall




 





























 




be permitted to serve on the board of directors of the two companies on

which he serves as of the Effective Date, and Executive’s service on the board

of directors of any other company shall be conditioned on the prior approval of

the Board.  Executive’s continuing

service on any board of directors other than that of the Company shall be

conditioned on such service not substantially interfering with Executive’s

responsibilities hereunder or violating his obligations pursuant to the

Noncompetition Agreement (defined in Section 9).




 




4.        Compensation

and Benefits.  As compensation for

Executive’s satisfactory performance of his duties and obligations hereunder to

the Company and subject to the provisions of Section 5 hereof, during the

Term hereof Executive shall receive the following:




 




4.1.          Base

Salary.  Executive will receive his

base salary paid at a rate of $33,333.33 per month, subject to any upward

modification resulting from his performance review as approved by the

Compensation Committee of the Board (the “Compensation Committee”),

which review shall be performed at least annually during the Term (the “Base

Salary”).  The Base Salary shall be

payable in accordance with the customary payroll practices of the Company as

may be established or modified from time to time.  Currently, salaries are paid on a bi-weekly basis.




 




4.2.          Attorneys’

Fees. On the Company’s first regularly scheduled payroll payment date

immediately following Executive’s commencement of employment with the Company,

Executive shall be paid reimbursement of all reasonable legal fees of Executive

associated with the negotiation and execution of this Agreement, not to exceed

$2,500.




 




4.3           Annual

Performance Bonus. During the Term hereof, Executive will be eligible to

earn an annual performance bonus in accordance with the following:




 




(a)           Subject

to Section 4.3(d), for each of the fiscal years during the Term ending December

31, 2003, 2004, 2005 and 2006, the Compensation Committee, in its sole

discretion after receiving recommendations from management of the Company, will

determine (the “Annual Determination Date”) Executive’s specified

financial and business objectives (the “Objectives”), and will

determine, in its sole discretion, target bonus amounts based on (x)

achievement of 100% of the Objectives, and (y) achievement exceeding 100% of

the Objectives.  Subject to Section

4.3(d), if in the determination of the Compensation Committee Executive

achieves less than 100% of the Objectives for the applicable fiscal year

Executive will receive no bonus (except the bonus set forth in Section 4.3(c))

unless a bonus is otherwise approved by the Compensation Committee.




 




(b)           Subject to Section 4.3(d), the Compensation

Committee guarantees a bonus of at least $166,666.67 for the fiscal year ending

December 31, 2002.




 




(c)           Subject to Section 4.3(d), the Compensation

Committee guarantees a bonus of at least $233,333.33 for the fiscal year ending

December 31, 2003, with the remainder, if any, to be determined by the

Compensation Committee in its sole discretion as specified in Section 4.3(a).




 




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(d)           The

provisions of this Section 4(a)-(c) are subject to the Company’s bonus policy

as may be modified from time to time, and bonuses will be paid, if at all, at

the same time and in the same manner as bonuses for the comparable period are

paid to the Company’s other senior executive officers.  All bonus payments shall be payable in

accordance with the Company’s customary bonus practices as established or

modified from time to time.  If

Executive is in compliance with the last sentence of this Section 4.3(d), the

guaranteed bonuses set forth in Sections 4.3(b) and 4.3(c) shall be paid

notwithstanding anything to the contrary in the bonus policy or practices of the

Company referred to in the immediately preceding two sentences of this Section

4.3(d).  In addition, each bonus that

may be earned, if at all, pursuant to Sections 4.3(a)-(c) shall be subject in

all cases, except as may be otherwise provided in Section 5.3(a)(i)(A), to

Executive’s continued employment with the Company through December 31st

of the respective fiscal year for which Executive is eligible to earn a bonus.




 




4.4.          Benefits.  During the Term hereof and subject to any

contribution therefor generally required by the Company of executives of the

Company in similar positions as Executive, Executive shall be eligible to

participate in all employee benefits plans and policies as from time to time

adopted by the Company and in effect for executives of the Company in similar

positions.  Eligibility for such

participation shall be subject to (i) the terms of the applicable plan

documents, (ii) generally applicable Company policies, and (iii) the

discretion of the Company and/or the Board or any administrative or other

committee provided for in or contemplated by such plan.  The Company may alter, modify, add to, or

delete its employee benefits plans and/or policies at any time as the Company

and/or the Board (and any committee thereof), in their sole judgment,

determines to be appropriate.




 




4.5.          Business

Expenses.  The Company shall pay or

reimburse Executive for all reasonable business expenses incurred or paid by

Executive in the performance of his duties and responsibilities hereunder,

subject to (i) any expense policy set by the Company as may be modified from

time to time, and (ii) such reasonable substantiation and documentation

requirements as may be specified by the Company from time to time.




 




4.6.          Relocation

Expenses. Executive shall relocate to a location geographically closer to

Stamford, Connecticut (than Executive’s current residence (the “Relocation”),

and shall use his best efforts to complete such Relocation within four months

after the Effective Date.  Company will

reimburse (the “Reimbursement Payment”) to Executive all normal and

reasonable Relocation expenses, up to a maximum of $400,000, including closing

costs associated with the sale of his home and purchase of a new home; closing

costs associated with any loans incurred by Executive in order to bridge his

Relocation expenses; moving of Executive’s cars and all household effects,

including packing, moving, insurance, storage and unpacking; reasonable

temporary living expenses for up to four months; and costs associated with up

to two trips for Executive and his wife to search for a home, including

roundtrip airfare, rental car and hotel costs. 

Executive shall use his best efforts to minimize the costs by obtaining,

in each instance, terms which are as favorable as those which Executive would

negotiate if he were to pay for such expenses directly himself.  Further, Executive agrees to provide

suitable and accurate documentation evidencing all Relocation expenses

incurred, and the Company, subject to its expense reimbursement policies, shall

provide reimbursement within a reasonable time after the receipt of such

documentation.  If the amount of the Reimbursement Payment exceeds




 




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the aggregate amount of the Executive’s

Relocation expenses that may serve as the basis for a deduction or exclusion

from the Executive’s income for federal income tax purposes, the Company will

provide one additional payment to the Executive in an amount equal to the

federal and state income tax the Executive reasonably expects to pay on such

excess for the year in which the Reimbursement Payment is made.




 




4.7.          Equity.




 




(a)           Subject

to the approval of the Compensation Committee, the terms, conditions and

restrictions of the Stock Plan (as defined below) and the incentive stock

option agreement (a form of which is attached hereto as Exhibit A) and

the non-qualified stock option agreement (a form of which is attached hereto as

Exhibit B) to be executed by Executive and the Company (collectively the

“Option Agreements”), the Company will grant Executive as of the

Effective Date an option to purchase 500,000 shares of the Company’s common

stock at an exercise price per share equal to the fair market value of such

stock on the Effective Date, with such options granted as incentive stock

options to the maximum extent possible (the “Initial Option”).




 




(b)           Contingent

upon the Conditions (as defined below), as of each Annual Determination Date in

the years 2003, 2004, 2005 and 2006, the Company will grant Executive an option

to purchase 125,000 shares of the Company’s common stock at an exercise price

per share at least equal to the fair market value of such stock on the date of

the grant, with such option granted as an incentive stock option to the maximum

extent possible (each an “Anniversary Option”).  Each proposed Anniversary Option will be

contingent upon satisfaction of all of the following “Conditions”:  (i) Executive’s continued employment

hereunder as the Company’s Chief Executive Officer through the date of the

grant; and (ii) the approval of the Compensation Committee.  Each Anniversary Option that is granted

(other than the grant made in 2006) will be fully vested and exercisable one

year after the date it is granted, provided that Executive satisfies certain

financial and business objectives as determined by the Compensation Committee

in its sole discretion for such one-year period, and will vest, in any event,

on the day in 2007 which is an anniversary date of the grant date for such

option.  The Anniversary Option that is

granted in 2006 will be fully vested and exercisable one year after the date it

is granted.  All Anniversary Options

shall be subject to the requirement that Executive remains employed with the

Company during the vesting periods and shall be subject to the terms,

conditions and restrictions of the Second Amended and Restated 1995 Stock Plan,

as the same may be amended or amended and restated from time to time (the “Stock

Plan”)) and the Company’s standard stock option agreement in effect at the

time the Anniversary Option is granted.




 




(c)           The

Initial Option will receive accelerated vesting under certain circumstances as

set forth in the applicable Option Agreements notwithstanding anything to the

contrary in this Agreement and the terms of the Anniversary Options regarding

such accelerated vesting will be the same as those stated in the Option

Agreements (with such changes as may be necessary to give effect to Section

4.7(b)).




 




(d)           Executive

acknowledges that if his employment with the Company terminates and he

continues thereafter to maintain a business relationship with the Company, any




 




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incentive stock options that have been granted to him by the Company

may cease to qualify as incentive stock options and that the Company may

withhold from Executive’s wages or other remuneration an amount of tax required

by law, rule, regulation or court order to be withheld, if any, in connection

with the exercise of such options; provided, however, that prior

to any such withholding the Executive shall be given an opportunity to make

alternate arrangements for the provision of such tax amounts to the Company.




 




5.        Termination

of Employment.  Notwithstanding the

provisions of Section 2 hereof, Executive’s employment and this Agreement shall

terminate prior to the expiration of the Term of this Agreement under the

following circumstances:




 




5.1.          Death

or Disability.  In the event of

Executive’s death or Disability (as defined in Section 10B of the Stock

Plan) during the Term hereof, Executive’s employment and this Agreement shall

immediately and automatically terminate and the Company shall pay to Executive

(or in the case of death, Executive’s designated beneficiary or, if no

beneficiary has been designated by Executive, his estate), any Base Salary, any

bonus pursuant to Section 4.3 and vacation, each to the extent earned but

unpaid through the date of death or Disability.  To the extent Executive qualifies for either short term disability

and/or long term disability insurance in accordance with the terms and

conditions of the Company’s plans, the Company may offset any such insurance

payments against any Base Salary paid to Executive (including any such payment

made pursuant to this Section 5.1).




 




5.2.          By the Company for Cause.




 




(a)           Upon

approval of a majority of the Board, the Board may terminate Executive’s

employment and this Agreement for Cause (as defined below) at any time during

the Term hereof.  The Board and/or

Company shall thereafter have no further obligation or liability to Executive

relating to Executive’s employment or this Agreement, other than Base Salary,

any bonus pursuant to Section 4.3 and vacation, each to the extent earned but

unpaid through the date of termination.




 




(b)           Any

one or more of the following events or conditions shall constitute “Cause”

for termination:  (i) the

substantial, continuing and knowing failure of Executive to render services to

the Company or any Related Corporation (as that term is defined in the Stock

Plan) 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 this Agreement or breach of the Noncompetition

Agreement.  Notwithstanding the

foregoing, Cause shall not occur pursuant to




 




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Sections 5.2(b)(i), (iv) and (vii) (but as to (vii) only with respect

to material breaches of this Agreement) unless Executive 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.




 




5.3.                              By

the Company other than for Cause; Company’s Desire to Terminate other than for

Cause; Executive’s Desire to Terminate for Good Reason.




 




(a)           The

Company may terminate Executive’s employment and this Agreement other than for

Cause at any time during the Term hereof. 

In addition, in certain circumstances, the Company may desire to

terminate Executive’s employment other than for Cause or the Executive may

desire to terminate his employment with the Company for Good Reason.  In such events of termination, Executive

will be eligible, subject to Section 5.3(b) hereof, for the following:




 




(i)            If

the Company terminates Executive’s employment other than for Cause prior to or

on the third anniversary of the Effective Date, Executive will be eligible for

the following:




 




(A)                              payment

of the bonus amounts set forth in Sections 4.3(b) and (c), to the extent not already

paid to Executive,  all payable at the same time and in the

same manner as bonuses for the comparable period are paid to the Company’s

other senior executive officers and in accordance with the Company’s customary

bonus practices as established or modified from time to time;




 




(B)                                Base

Salary and vacation earned but unpaid through the termination date;




 




(C)                                a

continuation of Executive’s salary for a period of one year, payable at his

Base Salary rate as of his termination date and in accordance with the

Company’s normal payroll practices as modified from time to time; and




 




(D)                               if Executive elects to continue medical insurance

coverage after his termination date in accordance with the provisions of the

Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”),

payment of the portion of Executive’s monthly premium payments customarily paid

by the Company for employees, until (x) the conclusion of the one-year period

after the termination of his employment, (y) Executive no longer is eligible

for COBRA coverage, or (z) Executive accepts other employment through which he

is eligible for medical insurance coverage that is comparable to such COBRA

coverage, whichever occurs first. 

Thereafter, Executive will be responsible for any and all payments




 




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for

the elected period of continued health insurance coverage under COBRA.




 




In addition, Executive may be entitled to acceleration of vesting on

stock options in accordance with the terms of his Option Agreements and, as

applicable, the stock option agreements issued pursuant to Section 4.7(b).




 




(ii)           If

Company desires to terminate Executive for other than Cause, or Executive

desires to terminate employment for Good Reason, in either such case after the

third anniversary of the Effective Date but prior to the expiration of the Term

hereof, the following provisions shall apply:




 




(A)                              Effective

as of the date determined by the Company (the “Transition Date”), (1)

Executive will resign from all (x) officer and director positions with the

Company, (y) officer and director (or equivalent) positions with any of the

Company’s subsidiaries or affiliates and (z) officer and director (or

equivalent) positions with any entity with respect to which the Company is an

investor or a lender, and all duties associated with such positions; and (2) Sections 3, 4, 5.3(a)(i), 5.4 and 5.5 of this

Agreement shall terminate; provided, however that Executive shall remain

entitled to receive any bonus earned by him prior to the Transition Date

pursuant to Section 4.3(a), but not yet paid by the Company, and any such bonus

shall be payable subject to and as set forth in Section 4.3(d);




 




(B)                                As

of the Transition Date and for a period of one year thereafter, subject to

earlier termination as set forth in Sections 5.1 or 5.2 hereof, or termination

by Executive for any reason (the “Transition Period”), Executive will be

continue to be employed by the Company, with duties as prescribed from time to

time by the then Chief Executive Officer and/or Board of Directors of the

Company, and during the Transition Period (1) will receive the Base Salary rate

in effect as of the Transition Date, payable in accordance with the customary

payroll practices of the Company as may be established or modified from time to

time; (2) subject to any contribution therefor generally required by the

Company of employees in similar positions as the one held by Executive during

the Transition Period, will be eligible to participate in all employee benefits

plans and policies as from time to time adopted by the Company and in effect

for employees of the Company in similar positions as the one held by Executive

during the Transition Period. 

Eligibility for such participation shall be subject to (i) the

terms of the applicable plan documents, (ii) generally applicable Company

policies, and (iii) the discretion of the Company and/or the Board or any

administrative or other committee provided for in




 




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or contemplated by such

plan.  The Company may alter, modify,

add to, or delete its employee benefits plans and/or policies at any time as

the Company and/or the Board (and any committee thereof), in their sole

judgment, determines to be appropriate; and




 




(C)                                (1) if the Transition Period expires without

being earlier terminated pursuant to Sections 5.1 or  5.2 hereof, Executive’s employment with the Company will terminate upon such

expiration and Executive will receive the payments described above in

Section 5.3(a)(i)(B)-(D); (2) if the Transition Period and Executive’s

employment terminate pursuant to Section 5.1 hereof prior to the expiration of

the Transition Period, Executive (or, in the case of Executive’s death, his

designated beneficiary or, if no beneficiary has been designated by Executive,

his estate), shall receive the same

entitlements as set forth in  Sections

5.1 and 5.3(a)(i)(C)-(D); or (3) if the Transition Period and Executive’s

employment terminate prior to the expiration of the Transition Period pursuant

to Section  5.2 hereof, Executive shall

receive the same entitlements as set forth in such Section.




 




(b)           The Company’s obligation to provide any severance

payments and COBRA premium payments pursuant to Section 5.3 hereof shall be

subject to and conditioned upon Executive’s execution of a separation agreement

reasonably satisfactory to Executive and the Company, which shall include a

nondisparagement clause and a comprehensive release of claims that, if

required by applicable law,  provides

for a 7-day revocation period (the “Revocation Period”).  In the event the Company desires to

terminate Executive’s employment without Cause or Executive terminates his

employment for Good Reason during the time period set forth in Section

5.3(a)(ii) hereof, Executive (i) shall be required to sign a comprehensive release of claims satisfactory to

the Company, which shall include a Revocation Period if applicable, as a

condition of receiving the Transition Period and the payments and benefits

pursuant to Section 5.3(a)(ii)(B); and (ii) upon any expiration or earlier

termination of the Transition Period, shall be required to sign the separation

agreement described in the first sentence of this Section 5.3(b) as a condition

of receiving the payments pursuant to Section 5.3(a)(ii)(C)(1) or (2) (in the

event of Executive’s death, his designated beneficiary or the executor of his

estate shall be required to comply with this Section 5.3(b)(ii)).  Notwithstanding anything in this Section

5.3, if any severance or COBRA payments would otherwise be paid or be triggered

on a date prior to the expiration of the Revocation Period, such payment shall

instead be paid/triggered on the first business day immediately following the

expiration of the Revocation Period (provided that no revocation right has been

exercised by Executive).




 




5.4           By

Executive for Good Reason. 

Executive may terminate his employment for Good Reason at any time

during the Term hereof as set forth in this Section 5.4.  “Good Reason” shall mean a

termination by Executive of this 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




 




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events during the Term, 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 Executive:




 




(a)           the failure of the Company to

continue Executive in the position of Chief Executive Officer, except

where such failure is for Cause or due to Executive’s Disability or death;




 




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

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

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

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

such a diminution;




 




(c)           any

reduction in Executive’s Base Salary;




 




(d)           a

breach by the Company of any of its material obligations to Executive under

this 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

Executive’s residence after the Relocation.




 




In the event of a termination by Executive for Good

Reason, he shall have the same entitlements hereunder as provided in, and

subject to, Section 5.3 in the case of a termination by the Company other than

for Cause, and if the termination for Good Reason occurs pursuant to Section

5.4(c) hereof, any reference to Base Salary set forth in Section 5.3 shall be

construed to mean Executive’s Base Salary in effect immediately prior to the

reduction by the Company giving rise to the right to terminate pursuant to

Section 5.4(c).




 




5.5.          By

Executive other than for Good Reason. 

Executive may, upon 30 days’ written notice, terminate this Agreement

and/or his employment with the Company for any reason other than death,

Disability or Good Reason.  During such

30-day period, Executive will be available on a full-time basis for the benefit

of the Company.  The Company, at its

option, may accelerate Executive’s departure date and will have no obligation

to provide compensation or benefits to Executive after his actual departure

date.  If Executive terminates his

employment under this Section 5.5, the Company shall have no further obligation

or liability to Executive relating to Executive’s employment or this Agreement,

other than for any Base Salary, any bonus pursuant to Section 4.3 and vacation,

each to the extent earned but unpaid through his actual departure date.




 




5.6           Resignation

of Officer/Director Positions.  In

the event Executive’s employment with Company terminates for any reason, he

shall submit his written resignation, effective as of his termination date,

from all (i) officer and director positions with the Company, (ii) officer and

director (or equivalent) positions with any of the Company’s subsidiaries or

affiliates and (iii) officer and director (or equivalent) positions with any

entity with respect to which the Company is an investor or a lender, and all

duties associated with such positions.




 




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6.        Effect

of Termination.  The provisions of

this Section 6 shall apply in the event of termination of this Agreement

and/or Executive’s employment pursuant to Sections 2 or 5.




 




6.1.          Payment

in Full.  Payment by the Company to

Executive of any Base Salary and other compensation amounts as provided and

referenced herein shall constitute the entire obligation of the Company to

Executive, except that nothing in this Section 6.1 is intended or shall be

construed to affect the rights and obligations of the Company, on the one hand,

and Executive, on the other, with respect to any loans, stock, warrants, stock

pledge arrangements, option plans, option agreements or other agreements to the

extent said rights or obligations survive Executive’s termination of employment

under the provisions of documents relating thereto.




 




6.2.          Termination

of Benefits.  Except for any right

of continuation of benefits coverage to the extent provided by COBRA or other

applicable law or as otherwise described herein, benefits shall terminate

pursuant to the terms of the applicable benefit plans as of the termination

date of Executive’s employment without regard to any severance, consulting or

other payments to Executive following such termination date.




 




6.3           No

Mitigation or Offset.  In the event

of any termination of Executive’s employment with the Company, Executive shall

be under no obligation to seek other employment or otherwise mitigate the

obligations of the Company under this Agreement, and there shall be no offset

against amounts due the Executive under this Agreement on account of any

remuneration or other benefit earned or received by the Executive after such

termination.




 




7.        Survival

of Certain Provisions.  The

obligations of Executive under the Noncompetition Agreement (as defined below)

expressly survive any termination of Executive’s employment, regardless of the

manner of such termination, or termination of this Agreement.  Moreover, the rights and obligations

contained herein shall survive the termination of Executive’s employment for

any reason if so provided herein or if necessary or desirable to fully

accomplish the purposes of such provision.




 




8.        Withholding;

Taxes.  All payments made by the

Company under this Agreement shall be subject to and reduced by any federal,

state and/or local taxes or other amounts required to be withheld by the

Company under any applicable law, and the Company may withhold from any amounts

payable to Executive (including any amounts payable to Executive pursuant to

this Agreement) in order to comply with such withholding obligations.




 




9.        Other Agreements;

Noncompetition Agreement; Insurance and Indemnity.




 




(a)           Executive

confirms to the Company that entering into this Agreement and his performance

of the position and duties described herein do not and will not breach any

agreement entered into by Executive prior to employment with the Company.  Executive has provided, or prior to the

Effective Date will provide, the Company with a copy of any such agreements.




 




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(b)           Executive

acknowledges that he will be required to sign the Employee Noncompetition,

Nondisclosure and Developments Agreement in the form executed by the Company’s

other senior executive officers (the “Noncompetition Agreement”)

concurrently with the Company’s execution of this Agreement and as a condition

of his employment with the Company.  On

the third anniversary date of the Effective Date, Executive and the Company

shall negotiate any appropriate modification to the definition of “Business” in

the Noncompetition Agreement as contemplated therein.  If Executive breaches his obligations under this Agreement, the

Noncompetition Agreement or any release or separation agreement signed under

Section 5.3(b), Executive agrees that the Company may (i) immediately

cease payment of all compensation and benefits described in this Agreement and

(ii) recover any severance, bonus and/or COBRA payments, as referenced in

Section 5.3, paid by the Company to Executive after the date on which

Executive breached this Agreement, the Noncompetition Agreement or such release

agreement, as applicable.  Executive

also agrees that the cessation and recovery of these payments shall be in

addition to, and not as an alternative to, any other remedies at law or in

equity available to the Company, including the right to seek specific

performance or an injunction as set forth in Section 10.8.




 




(c)           The

Company shall maintain its existing

directors and officers insurance policy with Executive covered under such

policy to the same extent other senior executives and board members are covered

and Executive shall be entitled to indemnification to the fullest extent

permitted by applicable law subject to the terms and provisions of the

Company’s by-laws and certificate of incorporation as they relate to indemnification

of directors and officers (in each case, for so long as Executive is an

executive officer or director of the Company).




 




10.       Miscellaneous.




 




10.1.        Assignment.  Executive shall not assign this Agreement or any interest

herein.  The Company may assign this

Agreement.  No such assignment shall be

deemed a “termination” of Executive’s employment within the meaning of

Section 5.  This Agreement shall

inure to the benefit of and be binding upon the Company’s successors and

assigns.




 




10.2         Severability/Reformation.  In the event that any nonmaterial provision

of this Agreement is determined to be legally invalid, the affected provision

shall be stricken from the Agreement and the remaining terms of the Agreement shall

be enforced so as to give effect to the intention of the parties to the maximum

extent practicable, and this Agreement shall be construed and reformed to the

maximum extent permitted by law.




 




10.3.        Waiver; Amendment.  Any waiver by the Company of a breach of any

provision of this Agreement shall not operate or be construed as a waiver of

any subsequent breach of such provision or any other provision hereof.  In addition, any amendment to or

modification of this Agreement or any waiver of any provision hereof must be in

writing and signed by the Company.




 




10.4.        Notices.  All notices, requests and other communications provided for by

this Agreement shall be in writing and shall be effective when delivered in

person or four business days after being deposited in the mail of the United

States, postage prepaid, registered




 




11





























 




or certified, and addressed (a) in the case of Executive, to the

address set forth underneath his signature to this Agreement or (b) in the

case of the Company, to the attention of the Board, with a copy to the

Secretary of the Company c/o META Group, Inc., 208 Harbor Drive, Stamford,

Connecticut 06912-0061; and/or to such other address as either party may

specify by notice to the other.




 




10.5.        Entire Agreement.  This Agreement, the Noncompetition

Agreement, the Stock Plan, the Option Agreements and the stock option

agreements referenced in Section 4.7(b), constitute the entire agreement

between the Company and Executive with respect to the terms and conditions of

Executive’s employment with the Company and supersede and cancel all prior

communications, agreements and understandings, written or oral, between

Executive and the Company with respect to the terms and conditions of

Executive’s employment with the Company.




 




10.6.        Counterparts.  This Agreement may be executed in counterparts, each of which

shall be original and all of which together shall constitute one and the same

instrument.




 




10.7.        Governing Law.  This Agreement, the employment relationship contemplated herein

and any claim arising from such relationship, whether or not arising under this

Agreement, shall be governed by and construed in accordance with the internal

laws of the State of Connecticut without giving effect to any choice or

conflict of laws provision or rule thereof, and this Agreement shall be deemed

to be performable in such State.




 




10.8.        Resolution of Disputes.  Any claim arising out of or relating to any

relationship between Executive and the Company or any termination thereof,

whether or not arising out of or relating to this Agreement, shall be resolved

by binding confidential arbitration, to be held in Stamford, CT in accordance

with the Commercial Arbitration Rules of the American Arbitration Association

then in effect; provided, however, that this Section 10.8 will

not apply in any manner to the Company’s enforcement of the Noncompetition

Agreement.  The arbitration award shall

be final and binding on the parties and enforceable by either party in a court

of competent jurisdiction in the State of Connecticut.  Exclusive jurisdiction over entry of

judgment upon any arbitration award rendered shall be in any court of

appropriate subject matter jurisdiction in the State of Connecticut and the

parties by this Agreement expressly subject themselves to the personal

jurisdiction of said court for the entry of any such judgment, for the

resolution of any dispute, action, or suit arising in connection with the entry

of such judgment or to enforce the award as stated in the previous sentence.  The costs of the arbitration shall be borne

equally by the Company and the Executive.




 




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IN WITNESS WHEREOF, this Agreement has been

executed by the Company, by its duly authorized representative, and by

Executive, as of the date first above written.




 




	

   


  	

  META

  GROUP, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Michael Simmons


  	

   


  
	

   


  	

   


  
	

   


  	

  Name:


  	

  MichaelSimmons


  	

   


  
	

   


  	

   


  
	

   


  	

  Title:


  	

    Compensation

  Committee Chairman


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  EXECUTIVE


  	

   


  
	

   


  	

   


  
	

   


  	

  /s/ Alfred J. Amoroso


  	

   


  
	

   


  	

  Alfred J. Amoroso


  
	

   


  	

   


  
	

   


  	

  ADDRESS:


  	

  20 Farmhill Court


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

  Hillsborough, California


  	

   


  
							





 




13





























 




EXHIBIT A




 




META

GROUP, INC.




 




Incentive

Stock Option Agreement




 




14





























 




EXHIBIT B




 




META

GROUP, INC.




 




Non-Qualified

Stock Option Agreement




 




15