Exhibit 10.45


 


TRANSITION AND SEVERANCE
AGREEMENT


 


This Transition and Severance Agreement (the
“Agreement) is hereby entered into by and between  Alfred
J. Amoroso and META Group, Inc. (the “Company”), for good and sufficient
consideration as more fully described below.


 


1.                                      The
July 31, 2002 Employment Agreement: 
This Agreement supersedes your July 31, 2002 Employment Agreement and
renders such Employment Agreement null and void.  You acknowledge and agree that you are no
longer eligible to receive any of the payments, benefits, bonuses or stock
option grants set forth in the Employment Agreement other than as provided in
Section 2(b) herein.


 


2.                                      Employment
Status and Final Payments:


 


(a)                                  Resignation:  Your voluntary resignation from positions
held with the Company will become effective as follows:


 


(i)                                     Your
resignation as a member of the Company’s Board of Directors and as its
President and Chief Executive Officer (and from any and all other officer or
director positions with the Company or its affiliates), will take effect on
Wednesday, June 23, 2004; and


 


(ii)                                  Your
resignation as an employee of the Company will take effect on July 31, 2004
(the “Resignation Date”).  As of the
Resignation Date, your salary will cease, and any entitlement you have or might
have under a Company-provided benefit plan, program, contract or practice will
terminate, except as required by federal or state law, or as otherwise
described below.


 


(b)                                 Transition
Period:  Between June 23, 2004 and
July 31, 2004 (the “Transition Period”) you will be responsible for
transitioning your prior duties and responsibilities as President and Chief
Executive Officer to one or more of the Board’s designees.  You will be available as needed by the
Company to complete the transition by your Resignation Date.  You will be paid your current base salary and
remain eligible to participate in the Company’s group benefit plans during the
Transition Period.  Vacation time will
not continue to accrue during the Transition Period.


 


(c)                                  Final
Wages:  In the payroll period
immediately following the Resignation Date you will receive a check containing
your final base salary payment through July 31, 2004, and the payment of all
accrued, but unused, vacation pay. As of June 23, 2004 you will have accrued,
but not used, 27.5 days of vacation time, some of which may be used during the
Transition Period with the prior written consent of the Board.


 
















 


(d)                                 COBRA:  The Resignation Date shall be the date of the
“qualifying event” under the Consolidated Omnibus Budget Reconciliation Act of
1985 (“COBRA”) and the Company will present you with information on COBRA under
separate cover.


 


3.                                      Consideration:  In exchange for, and in consideration of,
your full execution of this Agreement, and upon expiration of the seven-day
revocation period set forth in Section 11, the Company agrees to provide you
with the following:


 


(a)                                  Severance
Pay:  The Company will pay you
severance for a period of three (3) months following the Resignation Date (the
“Severance Period”) at your current gross base salary rate of fifteen thousand
three hundred eighty-four Dollars and sixty-two Cents ($15,384.62) per
bi-weekly payroll period, for a total of one hundred seven thousand six hundred
ninety-two Dollars and thirty Cents ($107,692.30), less applicable payroll and
withholding taxes.


 


(b)                                 Health
Insurance:  In the event you elect,
pursuant to COBRA, to continue coverage under the Company’s group medical
and/or dental plans after the Resignation Date, the Company will pay the
premiums for such COBRA coverage until the earlier of (i) December 31,
2004 or (ii) the date upon which your eligibility for COBRA coverage
ceases.  Thereafter, medical and dental
insurance coverage shall be continued only to the extent required by COBRA and
only to the extent you timely pay the premium payments yourself.


 


(c)                                  Amendment
of Option Terms:  The Company agrees
to enter into an agreement (or agreements) substantively in the form attached
hereto as Exhibit A to amend your currently outstanding options to
purchase common stock, $.01 par value per share, of the Company, to provide for
an extension of the exercise period of such options in certain circumstances
for a total period of one (1) year.


 


4.                                      Consulting:  In exchange for the amounts described in
Section 3, you will be available during the Severance Period at mutually agreed
upon times and locations to consult with the Company regarding its ongoing
efforts to negotiate final agreements with certain prospective clients and to
assist in other matters at the request of the Board.


 


5.                                      Release:


 


(a)                                  In
exchange for the amounts described in Section 3, which are in addition to
anything of value to which you are entitled to receive, and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, you and
your representatives, agents, estate, heirs, successors and assigns, absolutely
and unconditionally hereby release, remise, discharge, indemnify and hold
harmless the Company Releasees (defined to include the Company and/or any of
its parents, subsidiaries or affiliates, predecessors, successors or assigns,
and its and their respective current and/or former partners, directors,
shareholders/stockholders, officers, employees, attorneys and/or agents, all
both individually and in their official capacities), from any 


 


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and all actions or causes of action, suits, claims, complaints,
liabilities, agreements, promises, contracts, torts, debts, damages,
controversies, judgments, rights and demands, whether existing or contingent,
known or unknown, suspected or unsuspected, that you may have or have had
against the Company Releasees arising from conduct occurring up to and through
the date of this Agreement (“Claims”). This release is intended by you to be all
encompassing and to act as a full and total release of any Claims, whether
specifically enumerated herein or not, including, but not limited to, any
Claims arising from any federal, state or local law, regulation or constitution
dealing with either employment, employment benefits or employment
discrimination; any contract, whether oral or written, express or implied; any
tort; any claim for equity or other benefits; or any other statutory and/or
common law claim.  Notwithstanding the
foregoing, this release shall not waive any Claims you may have:  (i) arising after the date you sign this
Agreement; and (ii) relating to any indemnification rights pursuant to the
Company’s charter, certificate of incorporation, by-laws or directors’ and
officers’ insurance policies.


 


(b)                                 Listed below, by way of example only, are
statutes and laws under which you waive, and will not bring any Claim, except
as otherwise provided in the last sentence in Section 5(a) hereof.  The claims released or acknowledged not to
exist include, but are not limited to, any alleged violation of:


 


The National Labor Relations
Act, as amended;


 


Title VII of the Civil Rights
Act of 1964, as amended, 42 U.S.C. 2000e et  seq.;


 


Sections 1981 through 1988 of
Title 42 of the United States Code, as amended;


 


The Employee Retirement Income
Security Act of 1974, as amended, 29 U.S. C. 1001 et  seq.;


 


The Immigration Reform Control
Act, as amended;


 


The Americans with Disabilities
Act of 1990;


 


The Fair Labor Standards Act, as
amended;


 


The Occupational Safety and
Health Act, as amended;


 


The Family and Medical Leave Act
of 1993;


 


The Consolidated Omnibus Budget
Reconciliation Act, as amended;


 


The laws of the State of
Connecticut relating to family and medical leave, discrimination on the basis
of race, color, religion, creed, sex, sex harassment, sexual orientation,
marital status, national origin, ancestry,


 


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handicap, disability, veteran’s
status, alienage, blindness, present or past history of mental disorders or
physical disability, candidacy for or activity in a general assembly or other
public office, constitutionally protected acts of speech, whistleblower status,
use of tobacco products outside course of employment, membership in any
organization engaged in civil defense, veteran’s status or any military service
or application for military service and any claim for retaliation for asserting
Worker’s Compensation rights as well as wrongful termination or breach of any
express or implied employment contract.


 


The laws of the State of
Connecticut relating to Workers’ Compensation;


 


The laws of the State of
Connecticut relating to the payment of wages;


 


Any other federal, state or
local civil or human rights law or any other local, state or federal law, regulation
or ordinance;


 


Any public policy, contract,
tort, or other common law cause of action, including but not limited to breach
of contract, intentional or negligent infliction of emotional distress,
negligent misrepresentation, intentional misrepresentation, fraud, defamation,
wrongful discharge;


 


Any claim for breach of the July
31, 2002 Employment Agreement; or


 


Any allegation for costs, fees,
or other expenses, including attorneys’ fees, incurred in any such matter.


 


6.                                      Waiver of Rights and Claims Under the Age
Discrimination in Employment Act of 1967.  Since you are 40 years of age or older, you
have been informed that you have or might have specific rights and/or claims
under the Age Discrimination in Employment Act of 1967 (“ADEA”) and you agree
that:


 


(a)                                  In
consideration for the amounts described in Section 3, which you are not
otherwise entitled to receive, you specifically waive such rights and/or claims
under the ADEA to the extent that such rights and/or claims arose prior to or
on the date this Agreement was executed;


 


(b)                                 You
understand that rights or claims under the ADEA which may arise after the date
this Agreement is executed are not waived by you;


 


(c)                                  You
acknowledge that you have been advised of your right to consult with your
counsel of choice prior to executing this Agreement and you have not been
subject to any undue or improper influence interfering with the exercise of
your free will in deciding whether to consult with counsel;


 


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(d)                                 You
further acknowledge that you have been informed that you have at least 21 days
within which to consider the terms of this Agreement and to consult with or
seek advice from an attorney or any other person of your choosing;


 


(e)                                  You
have carefully read and fully understand all of the provisions of this
Agreement, and you knowingly and voluntarily agree to all of the terms set
forth in this Agreement; and


 


(f)                                    You
agree that any revisions to this Agreement will not affect or extend the
calculation of the 21-day period provided in Section (d) above.


 


7.                                      Accord
and Satisfaction:  The amounts
set forth above in Sections 2 and 3 shall be complete and unconditional
payment, settlement, accord and/or satisfaction with respect to all obligations
and liabilities of the Company Releasees to you, including, without limitation,
all claims for back wages, salary, vacation pay, draws, incentive pay, bonuses,
stock and stock options, commissions, severance pay, reimbursement of expenses,
any and all other forms of compensation or benefits, attorney’s fees, or other
costs or sums.


 


8.                                      Company
Files, Documents and Other Property: 
You agree that on the Resignation Date you will return to the Company
all Company property and materials, including but not limited to, (if applicable)
personal computers, laptops, fax machines, scanners, copiers, cellular phones,
Company credit cards and telephone charge cards, manuals, building keys and
passes, courtesy parking passes, diskettes, intangible information stored on
diskettes, software programs and data compiled with the use of those programs,
software passwords or codes, tangible copies of trade secrets and confidential
information, sales forecasts, names and addresses of Company customers and
potential customers, customer lists, customer contacts, sales information,
sales forecasts, memoranda, sales brochures, business or marketing plans,
reports, projections, and any and all other information or property previously
or currently held or used by you that is or was related to your employment with
the Company (“Company Property”).  You
agree that in the event that you discover any other Company Property in your
possession after the Resignation Date of this Agreement you will immediately
return such materials to the Company.


 


9.                                      Future
Conduct:  Nothing herein shall prohibit or bar you from providing truthful
testimony in any legal proceeding or in communicating with any governmental
agency or representative or from making any truthful disclosure required,
authorized or permitted under law; provided, however, that in providing such
testimony or making such disclosures or communications, you will use your best
efforts to ensure that this Section is complied with to the maximum extent
possible.  Notwithstanding the foregoing,
nothing in this Agreement shall bar or prohibit you from contacting, seeking
assistance from or participating in any proceeding before any federal or state
administrative agency to the extent permitted by applicable federal, state
and/or local law.  However, you nevertheless
will be prohibited to the fullest extent authorized by law from obtaining
monetary damages in any agency proceeding in which you do so participate.


 


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10.                               Representations
and Governing Law:


 


(a)                                  This
Agreement sets forth the complete and sole agreement between the parties
concerning the subject matter hereof and supersedes any and all other
agreements or understandings, whether oral or written, including the July 31,
2002 Employment Agreement; provided, however, that this Agreement
is not intended to, and shall not, supersede, affect, limit, modify or
terminate any of the following, all of which shall remain in full force and
effect in accordance with their respective terms:  (i) your Employee Non-Competition,
Non-Disclosure and Developments Agreement; and (ii) all option agreements and
their respective amendments.  This
Agreement may not be changed, amended, modified, altered or rescinded except
upon the express written consent of both the Chairman of the Board of the
Company  and you.


 


(b)                                 If
any provision of this Agreement, or part thereof, is held invalid, void or
voidable as against public policy or otherwise, the invalidity shall not affect
other provisions, or parts thereof, which may be given effect without the
invalid provision or part.  To this
extent, the provisions and parts thereof of this Agreement are declared to be
severable.  Any waiver of any provision
of this Agreement shall not constitute a waiver of any other provision of this
Agreement unless expressly so indicated otherwise.  The language of all parts of this Agreement
shall in all cases be construed according to its fair meaning and not strictly
for or against either of the parties.


 


(c)                                  This Agreement and any claims arising out
of this Agreement (or any other claims arising out of the relationship between
the parties) shall be governed by and construed in accordance with the laws of
the State of Connecticut and shall in all respects be interpreted, enforced and
governed under the internal and domestic laws of Connecticut, without giving
effect to the principles of conflicts of laws of such state.


 


(d)                                 You may not assign any of your rights or
delegate any of your duties under this Agreement.  The rights and obligations of the Company shall
inure to the benefit of the Company’s successors and assigns.


 


11.                               Effective
Date.  You may revoke this
Agreement during the period of seven (7) days following its execution by you
and this Agreement shall not become effective or enforceable, and no payments
will be made pursuant to Section 3, until the revocation period has
expired.  Moreover, this Agreement shall
not be effective or enforceable until it is executed by all parties.


 


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Executed this 23rd day of June, 2004.


 


I REPRESENT THAT I HAVE READ THE FOREGOING
AGREEMENT, THAT I FULLY UNDERSTAND THE TERMS AND CONDITIONS OF SUCH AGREEMENT
AND THAT I AM KNOWINGLY AND VOLUNTARILY EXECUTING THE SAME.  IN ENTERING INTO THIS AGREEMENT, I DO NOT
RELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE COMPANY OR ITS
REPRESENTATIVES WITH THE EXCEPTION OF THE CONSIDERATION DESCRIBED IN THIS
DOCUMENT.


 


 


	
  /s/ Alfred J. Amoroso

  	
   

  	
  /s/ Vanessa Bottazzi

  
	
  Alfred J. Amoroso

  	
   

  	
  META Group, Inc.

  
	
   

  	
   

  	
  By: 

  	
  Vanessa Bottazzi

  
	
   

  	
   

  	
  Title: 

  	
  Vice President 

  Global Human Resources

  
	
  Date:

  	
  6/23/04

  	
   

  	
  Dated:

  	
   

  
					



 


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AMENDMENT


TO


OPTION AGREEMENTS


 


This AMENDMENT is entered into as of June 23, 2004
(the “Amendment”) by and between META Group, Inc., a Delaware corporation (the
“Company”), and Alfred J. Amoroso (“Amoroso”).


 


WHEREAS, the Company and Amoroso have entered into a
Transition and Severance Agreement dated as of the date hereof that sets forth
the terms and conditions of their agreement with respect to META’s provision of
certain payments and benefits to Amoroso and responsibilities of Amoroso (the
“Severance Agreement”);


 


WHEREAS, the Company and Amoroso wish to amend the
terms of the stock options held by Amoroso as of the date hereof and the stock
option agreements related thereto, which options and agreements are listed on Exhibit
A hereto (each an “Option Agreement” and collectively the “Option
Agreements”);


 


NOW, THEREFORE, in consideration of these premises and
the mutual agreements, provisions and covenants contained in this Amendment and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and Amoroso hereby agree as follows:


 


1.                                       Definitions.  The term “Agreement” as used in each Option
Agreement shall be deemed to refer to each Option Agreement as amended hereby.


 


2.                                       Extension of Exerciseability (Other than
Death/Disability/Cause).  The reference to “90 days” in
Section 4(a) of each Option Agreement shall instead be to “365 days.”


 


3.                                       No Extension of Exerciseability (For
Breach of Severance Agreement).  The text “the
Transition and Severance Agreement dated June 23, 2004 by and between Employee
and the Company,” shall be added before the text “the Employment Agreement” in
Section 4(b) of each Option Agreement.


 


4.                                       Extension of Exerciseability (Disability). 
The reference to “180 days” in Section 5(b) of each Option Agreement
shall instead be to “365 days.”


 


5.                                       Cross References. 
Any cross references within any of the Option Agreements to any of the
matters or number of days referenced in this Amendment shall be accordingly
adjusted, including, without limitation, the reference to the time periods in
“paragraphs (a) or (b) of Section 5” referred to in Section 5(c).


 


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6.                                       Acknowledgement
of Tax Consequences.  Amoroso
acknowledges that this Amendment and/or the exercise of options to purchase
common stock, $.01 par value per share, of the Company under any Option
Agreement may cause adverse tax consequences to Amoroso, including, without
limitation, the possibility that options originally granted as incentive stock
options may cease to qualify as incentive stock options under Section 422 of
the Internal Revenue Code of 1986, as amended, and that the Company may
withhold from Amoroso’s wages or other remuneration an amount of tax required
to be withheld, if any, in connection with the exercise of such options.


 


7.                                       Acknowledgement
of Options (Number and Vesting). 
Amoroso and the Company acknowledge and agree that as of the date hereof
the options listed on Exhibit A constitute all of the outstanding
options to purchase equity securities of the Company granted to Amoroso and
that the number of options that will be vested as of July 31, 2004 is true and
accurate as listed on such exhibit.


 


8.                                       Miscellaneous.  This Amendment shall be effective as of the
date hereof and, except as set forth herein, the Option Agreements shall remain
in full force and effect and shall be otherwise unaffected hereby.  This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  This Amendment may be memorialized, at the
Company’s option, as a separate amendment to the Option Agreements or included
in amended and restated Option Agreements.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


 


 


	
   

  	
  META GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vanessa Bottazzi

  	
   

  
	
   

  	
  Name:

  	
  Vanessa Bottazzi

  
	
   

  	
  Title:

  	
  Vice President

  Global Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Alfred J. Amoroso

  	
   

  
	
   

  	
  Alfred J. Amoroso

  
					



 


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Exhibit A:  Option Agreements


 


1.               Incentive Stock
Option Agreement dated July 31, 2002 by and between Amoroso and the Company to
purchase 160,000 shares of common stock of the Company, of which 50%, or 80,000
shares, will be vested as of July 31, 2004.


 


2.               Non-Qualified Stock
Option Agreement dated July 31, 2002 by and between Amoroso and the Company to
purchase 340,000 shares of common stock of the Company, of which 50%, or
170,000 shares, will be vested as of July 31, 2004.


 


3.               Non-Qualified Stock
Option Agreement dated July 31, 2003 by and between Amoroso and the Company to
purchase 125,000 shares of common stock of the Company, all of which will be
vested as of July 31, 2004.


 


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