Exhibit 10.11




 




AMENDMENT No. 1


to
META GROUP, INC.


EMPLOYMENT AND MANAGEMENT AGREEMENT




 




This

Amendment No. 1 (“Amendment”) is entered into as of July 31, 2002 (the

“Amendment Effective Date”) between HOWARD

RUBIN, an individual residing at 450 Long Ridge Road, Pound Ridge, New York

10576 (the “Executive”), and META Group, Inc. (“Company”), to amend the

META GROUP, INC. EMPLOYMENT AND MANAGEMENT

AGREEMENT, dated as of October 27, 2000 (the “Employment Agreement”) between

them.




 




For good and valuable consideration,

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

the Company (the “Parties”) hereby agree to amend the Employment Agreement as

follows:




 




GLOSSARY of

Definitions used in this Amendment:




(Note: Capitalized terms not

otherwise defined hereinbelow shall have the same meaning ascribed to them in

the Asset Purchase Agreement dated October 27, 2000 as amended

contemporaneously herewith 

(collectively, the “AP Agreement”).




 




“Division” is defined as the Business (as defined in the AP Agreement),

after the Closing (as defined in the AP Agreement) of the AP Agreement,

acquired and operated by Company as a separate division of Company (until on or

about 1/1/02, after which there was no separate division).




 




“GAAP” is defined as United States Generally Accepted Accounting

Principles.




 




“MGC” is

defined as META Group Consulting.




 




“META Measurements” (“MM”) is

defined as the Division — which is the

Business (as defined in the AP Agreement), after the Closing (as defined in the

AP Agreement) of the AP Agreement, acquired and operated by Buyer as a separate

division of Buyer (until on or about 1/1/02, after which there was no separate

division) — PLUS the following 3 META Group Consulting (“MGC”) services

reporting to Rubin: Sourcing (“SOP”),

Process and Metrics (“PMP”), and Operations and Benchmarking (“OEP”).

Note: For purposes of

clarification, MM includes performance results from Metricnet publications and

services. Note: MM product codes

and staff are identified in Schedule I and Schedule II, respectively of the AP

Agreement.




 




“Rubin Retainer” is defined as MM Consulting

work performed, over a single or multi-month period of time, solely by

Executive for a client of Company where said client is invoiced by Company over

a single or multi-month period of time.




 




“Sales CY” is defined as the

12-month period from February 1 of one CY to January 31 of the following CY,

subject to modification of such start and end dates by Company’s management

(including alteration of the period being 12 months).




 




1. Section 1 is deleted and replaced with the following:




 




“1.                                 Employment by the Company.  The

Company agrees to employ the Executive in the position of Executive Vice

President and Chief Strategy Officer of the Company, and the Executive accepts

such employment and agrees to perform such duties as are customarily assigned

to an employee holding such positions, including without limitation management

of the Division; the parties acknowledge that all officers of the Company may

by law only be chosen,




 




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and with such titles, as determined by resolution of the Company’s

Board of Directors, with authority and duties as prescribed in such

resolutions. The Executive agrees to devote his full business time and energies

to the business of the Company and/or its Subsidiaries and/or Affiliates and to

faithfully, diligently and competently perform his duties hereunder.  In furtherance of the foregoing, the

Executive shall hold in trust for the benefit of the Company, and promptly

remit to the Company, any cash or in-kind income received by the Executive

during the Term (as defined below) from any source other than (i) the Company

and its Affiliates, (ii) passive investments made by the Executive or for the

Executive’s benefit, and (iii) gifts to the Executive.  The Executive agrees to avoid using for

business communication any personal email address (other than the domain name

metagroup.com), and shall use META Group’s email and sanctioned business cards

and marketing logo(s).




 




The Executive shall have direct management of the following MGC

services (also known as practice areas): SOP, PMP and OEP. For clarification,

the Parties note that, beginning February 28, 2002, PMP personnel were

transferred to either SOP or OEP; for accounting and performance purposes, PMP

product codes shall remain in effect to capture residual costs and residual Net

Billings and Revenues, until such time as the Chief Financial Officer of the

Company determines otherwise. The parties acknowledge that the configuration

and names of the practice areas are subject to change upon mutual

agreement of the Company and Executive in writing (where Email is an acceptable

form of writing).




 




The Executive (for the performance of MM) will report to the Managing

Director of MGC, presently Michael Pedersen. For purposes of staff management,

resource management, consulting operations, accounting, bonus accrual and

P&L reporting, MM will be under and report directly to the Managing

Director of MGC. For purposes of marketing new products and leveraging of MM

intellectual property into the Company’s research community, the Executive will

report directly to the Company’s CEO, with dotted line reporting to the

Company’s Director of Research. Existing staff engaged in the Metricnet

business shall report directly to the Executive, with dotted line reporting to

the Managing Director of MGC.  All MM

staff hired after the date hereof to be engaged in MM consulting or Metricnet,

or support of MM operations in any capacity, shall report to the Executive.

Changes in reporting structure may be accomplished by mutual agreement of the

parties evidenced in written or electronic mail form.”




 




2. Section 2 is deleted and

replaced with the following:




 




“1.                                 Term of Employment.  The term

of this Employment Agreement (the “Term”) shall be for the initial period

commencing on the date hereof and ending on December 31, 2005, unless the

Executive is earlier terminated as provided in Section 4 hereof.  After December 31, 2005, this Employment

Agreement shall be automatically renewed for successive one (1) year periods,

unless terminated by a party on at least sixty (60) days written notice prior

to the end of the then current Term. 

Notice of non-renewal shall not be deemed or otherwise construed as a

termination without Cause.”




 




3. Section 3.2 is deleted and

replaced with the following:




 




“3.2                           Recoverable

Draw.  In addition to Base

Salary, the Executive shall be entitled to receive a monthly amount in the form

of a Recoverable Draw (as defined below), payable within thirty (30) days after

each month’s end, equal to:




 




(A) 1⁄2 of the Rubin Retainer (as

defined above) Revenue for the applicable month,




 




minus (B) the Executive’s

monthly Base Salary, and




 




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minus (C) monthly direct

expenses for Rubin Retainer staff salaries, travel & entertainment, and

other Company support and direct event costs, royalty payments, commissions,

draws, direct marketing and other direct expenses, all relating to achieving Rubin

Retainer Revenue.




 




The parties agree to follow a

monthly calculation and review process relating to determination of the

Recoverable Draw, which process is attached hereto as Addendum 1.




 




“Recoverable

Draw” is defined as the amount of additional compensation which the Executive

is to receive from Company on a monthly basis (separate from Base Salary, Earn

Out and Commission – as defined in Revised Exhibit A to the Asset Purchase

Agreement), and is based upon the calculations detailed immediately above, namely

A minus B minus C.




 




FACTORS

relating to Recoverable Draw:




 




1. Monthly

Recoverable Draws shall be accumulated on an annual CY basis.




 




2. Whenever a

monthly calculation of Recoverable Draw results in a negative amount, such

negative amount shall be subtracted from positive amounts resulting from future

monthly calculations.




 




3. Consecutive

negative monthly Recoverable Draws shall be accumulated and subtracted from

future positive monthly Recoverable Draws.




 




4. Whenever a

Rubin Retainer contract requires Company support (including but not limited to

MGC personnel) and/or Outside Consultant(s), the total amount of Recoverable

Draw for such Rubin Retainer contract shall be subtracted from future

Recoverable Draws.




 




5.

“Recoverable” in the term “Recoverable Draw” is agreed by the Parties to mean

that in the event Company is not able to collect from the third party client on

the Rubin Retainer contract between Company and such client, for a period in

excess of one hundred eighty (180) days (i.e., said Account Receivable becomes

180 days past due [or uncollected, or outstanding]), then the amount of each

such contract shall be subtracted from the Recoverable Draw amount for the

month in which such 180 period was reached, and if the Recoverable Draw for

such month is negative, then FACTORS 2 and 3 above shall apply.




 




d) The Recoverable Draw shall

not exceed  $760,000 in any CY period.




 




4. Section 3.3 is deleted and

replaced with the following:




 




“3.3                           Bonus,

if any, for CY2002 and Beyond.  The

Executive agrees to participate in the existing annual MGC and META Group

Publications bonus pool (“Bonus Pool”). The proposed Bonus Pool allocations

shall be subject to modification by the CEO of the Company, and shall require

the approval of the CEO and the Compensation Committee of the Board of

Directors of the Company.  Bonus amounts

allocable to the Executive shall be paid to him in a manner consistent with

existing Company and MGC bonus practices. The Executive’s total bonus amount,

stipulated in the Research Division Bonus Plan on an annual basis for each

Sales CY, (subject to approval of Company’s Compensation Committee), shall be

split between MGC and MetricNet, and shall be apportioned in the following

manner:




 




MGC bonus portion is determined

by dividing MM consulting Net Billings achieved (in that Sales CY period) by

total MM Net Billings achieved (in that Sales CY period),




 




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plus




 




MetricNet bonus portion is

determined by dividing Metricnet Net Billings achieved (in that Sales CY

period) by total MM Net Billings achieved (in that Sales CY period).




 




The Company and Executive

acknowledge that bonus, bonus pool, eligibility and allocation, if any, are in

the control of the Compensation Committee of the Board of Directors of the

Company.”




 




5.  Section 4.3 (v) is deleted and

replaced with the following:




 




“(v) the failure of the

Executive to achieve in any calendar year (other than 2002): at least 80% of

the Net Billings Target for MM, and at least 95% of the Direct Margin Targets

for each of MM consulting and Metricnet, as such Net Billings Target and Direct

Margin Targets are set forth in Table 1 of Revised Exhibit A to the Asset

Purchase Agreement; or”




 




6. In Section 7.1, add the

following for an additional copy to Company:




 




and Attention:                  General

Counsel


META Group, Inc.


208 Harbor Drive


Stamford, CT  06912


Fax:  (203) 388-2545




 




7. Executive hereby waives,

releases and holds the Company, its officers, directors, employees, contractors

and agents harmless from and against: (a) any breaches of any provision(s) of

the Employment Agreement committed or alleged to have been committed by the

Company from the date of the Employment Agreement to the date of this

Amendment; and (b) and claims of any kind including but not limited to damages

or losses of any kind related thereto for such period.




 




8. In the event of any

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

Employment Agreement, this Amendment shall take precedence.




 




9. Except as expressly amended

as set forth herein, the Employment Agreement shall remain in full force and

effect in accordance with its terms.




 




10. 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 parties

have caused this Amendment to be executed by their duly authorized

representatives as of the date first written above.




 




	

   


  	

  META GROUP, INC.


  
	

   


  	

  By:


  	

  /s/ John A. Piontkowski


  
	

   


  	

   


  	

  Name: John A. Piontkowski


  
	

   


  	

   


  	

  Title: Chief

  Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

  HOWARD RUBIN


  
	

   


  	

  /s/ Howard

  Rubin


  





 




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ADDENDUM 1




 




Rubin Retainer Recoverable Draw Monthly

Calculation and Review Process




 




1. Run a report for accounting

unit 1053 – Rubin Consulting (also known as Rubin Retainer), detailing all

revenue for the applicable month.




 




2. Ensure that the proper

revenue recognition is followed (i.e., if a project is to occur over multiple

months and is billed up front, the appropriate portion is deferred).




 




3. Both parties will corroborate

to ensure that all contracts were fulfilled entirely by Executive.




 




4. Multiply applicable revenue

figure by 50%.




 




5. Deduct Executive’s monthly

salary.




 




6. Examine all expenses hitting

1053 P&L (known as Rubin Retainer), monthly direct expenses for Rubin

Retainer staff salaries, travel & entertainment, and other Company support

and direct event costs, royalty payments, commissions, draws, direct marketing

and other direct expenses, all relating to achieving Rubin Retainer Revenue.




 




7. Deduct all such expenses.




 




8. Arrive at a final amount

payable to Executive.




 




9. Corroborate final number

with Executive.




 




10. Process check.




 




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