Exhibit 10.13




 




AMENDMENT No. 1


to


Non-Qualified Stock Option Agreement




 




This Amendment No. 1

(“Amendment”) is entered into as of July 31, 2002 (the “Amendment Effective

Date”) between Howard Rubin as Rubin (“Optionee”) and META Group, Inc.

(“Company”). Terms not otherwise defined in this Amendment shall have the same

meaning ascribed to them in the Non-Qualified

Stock Option Agreement of October 27, 2000 (the “NQSOA”).




 




For good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged,

Optionee and Company (the “Parties”) hereby agree to amend the NQSOA as

follows:




 




Definition used in this

Amendment:




“Option” shall mean the option

that is the subject of the NQSOA, being the option to purchase a maximum of

100,000 shares of the Company’s Common Stock, $.01 par value at the price of

$9.56 per share, all pursuant to the NQSOA.




 




“Direct Margin Targets”, “Net

Billings Target”, “META Measurements” and “Division” shall have the same

meaning ascribed to them in the Amendment to the Asset Purchase Agreement dated

October 27, 2000 (the “Agreement”) executed simultaneously with this Amendment.




 




1. Section 3 is deleted and

replaced with the following:




 




“3.                               Vesting of Options if Business

Relationship Continues. 

If the 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”), then vesting of the Options  (granted under the Option) shall be as

follows:




 




Twenty percent (20%) of the

Options vested on the Closing Date; an additional twenty percent (20%) of the

Options vested on or about the first anniversary of the Closing Date; an

additional fifteen percent (15%) of the Options shall vest on or about the

second anniversary of the Closing Date, and an additional five percent (5%) of

the Options shall vest on or about October 27, 2007, if, but only if, (x) Rubin

continues to be employed by the Company, and (y) the Division achieves eighty

percent (80%) of the combined revenue and profitability milestones as specified

in the Revised Exhibit A for the calendar year prior to each such anniversary

vesting date.




 




An additional eight percent

(8%) of the Options shall vest on each of the third, fourth, fifth, sixth and

seventh anniversaries of the Closing Date, if, but only if, Rubin continues to

be employed by the Company, and META Measurements achieves eighty

percent (80%) of the Net Billings Target (89% for CY 2002 only) and ninety-five

percent (95%)




 




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of the Direct Margin Targets,

each as specified in the revised Exhibit A to the Asset Purchase Agreement

between Rubin and the Company, dated October 27, 2000, as such Exhibit has been

amended with an effective date even with the date hereof “Revised Exhibit A”),

for the calendar year prior to each such anniversary vesting date. In

determining whether eighty percent (80%) of such Net Billings Target and

ninety-five percent (95%) of such Direct Margin Targets, each as specified in

Revised Exhibit A, have been achieved, Net Billings generated by Rubin shall not

include credits (as referenced in paragraph 3 of Exhibit A) from the Buyer for

any work brought to the Company by Rubin which is to be fulfilled either

internally through Company employees or externally through outside consultant

use.




 




Any portion of the Options that

has not become exercisable, in accordance with the first sentence of this

Section, as a result of the failure to achieve the applicable performance goals

set forth in Exhibit A or Revised Exhibit A, shall become exercisable on the

fifth business day preceding the seventh year anniversary of the date of this

Agreement if the Optionee has continued to maintain or be involved in a

Business Relationship with the Company or any Related Corporation on such

date.  Notwithstanding the foregoing, in

accordance with and subject to the provisions of the Plan, the Compensation

Committee of the Company may, in its discretion, accelerate the date that any

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

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

Relationship with the Company or any Related Corporations) may be exercised up

to and including the date that is seven years from the date the Option is

granted.”




 




2. In the event of any

inconsistency between the terms of this Amendment and the terms of the NQSOA,

this Amendment shall take precedence.




 




3. Except as expressly amended

as set forth herein, the NQSOA shall remain in full force and effect in

accordance with its terms.




 




4. This Amendment may be

executed in several counterparts, all of which taken together shall constitute

one single agreement of the parties.




 




IN WITNESS WHEREOF, the Company

and the Optionee have caused this instrument to be executed as of the date

first above written.




 




	

  Optionee: Howard Rubin


  	

   


  	

  META Group, Inc.


  208 Harbor Drive
Stamford, Connecticut 06912


  
	

  /s/ Howard Rubin


  
	

   


  	

   


  	

  By:


  	

  /s/ John A.

  Piontkowski


  	

   


  
	

  Print Name

  of Optionee: Howard Rubin


  	

   


  	

  Date:


  	

  7/31/02


  	

   


  
	

   


  	

   


  	

   


  
	

  Street

  Address    450 Long Ridge Road


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Pound Ridge,

  NY 10576


  	

   


  	

   


  
	

  City      State      Zip

  Code


  	

   


  	

   


  
	

  Date:


  	

  7/31/02


  	

   


  	

   


  
							





 




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