**Exhibit 10.45**

 

**TRANSITION AND SEVERANCEAGREEMENT**

 

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

 

**1.****                                      TheJuly 31, 2002 Employment Agreement:** This Agreement supersedes your July 31, 2002 Employment Agreement andrenders such Employment Agreement null and void.  You acknowledge and agree that you are nolonger eligible to receive any of the payments, benefits, bonuses or stockoption grants set forth in the Employment Agreement other than as provided inSection 2(b) herein.

 

**2.****                                      EmploymentStatus and Final Payments:**

 

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

 

(i)                                     Yourresignation as a member of the Company’s Board of Directors and as itsPresident and Chief Executive Officer (and from any and all other officer ordirector positions with the Company or its affiliates), will take effect onWednesday, June 23, 2004; and

 

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

 

(b)                                 TransitionPeriod:  Between June 23, 2004 andJuly 31, 2004 (the “Transition Period”) you will be responsible fortransitioning your prior duties and responsibilities as President and ChiefExecutive Officer to one or more of the Board’s designees.  You will be available as needed by theCompany to complete the transition by your Resignation Date.  You will be paid your current base salary andremain eligible to participate in the Company’s group benefit plans during theTransition Period.  Vacation time willnot continue to accrue during the Transition Period.

 

(c)                                  FinalWages:  In the payroll periodimmediately following the Resignation Date you will receive a check containingyour final base salary payment through July 31, 2004, and the payment of allaccrued, 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 theTransition Period with the prior written consent of the Board.

 

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(d)                                 COBRA:  The Resignation Date shall be the date of the“qualifying event” under the Consolidated Omnibus Budget Reconciliation Act of1985 (“COBRA”) and the Company will present you with information on COBRA underseparate cover.

 

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

 

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

 

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

 

(c)                                  Amendmentof Option Terms:  The Company agreesto enter into an agreement (or agreements) substantively in the form attachedhereto as Exhibit A to amend your currently outstanding options topurchase common stock, $.01 par value per share, of the Company, to provide foran extension of the exercise period of such options in certain circumstancesfor a total period of one (1) year.

 

**4.****                                      Consulting:**  In exchange for the amounts described inSection 3, you will be available during the Severance Period at mutually agreedupon times and locations to consult with the Company regarding its ongoingefforts to negotiate final agreements with certain prospective clients and toassist in other matters at the request of the Board.

 

**5.****                                      Release:**

 

(a)                                  Inexchange for the amounts described in Section 3, which are in addition toanything of value to which you are entitled to receive, and other good andvaluable consideration, the sufficiency of which is hereby acknowledged, you andyour representatives, agents, estate, heirs, successors and assigns, absolutelyand unconditionally hereby release, remise, discharge, indemnify and holdharmless the Company Releasees (defined to include the Company and/or any ofits 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, allboth 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 hadagainst the Company Releasees arising from conduct occurring up to and throughthe date of this Agreement (“Claims”). This release is intended by you to be allencompassing and to act as a full and total release of any Claims, whetherspecifically enumerated herein or not, including, but not limited to, anyClaims arising from any federal, state or local law, regulation or constitutiondealing with either employment, employment benefits or employmentdiscrimination; any contract, whether oral or written, express or implied; anytort; any claim for equity or other benefits; or any other statutory and/orcommon law claim.  Notwithstanding theforegoing, this release shall not waive any Claims you may have:  (i) arising after the date you sign thisAgreement; and (ii) relating to any indemnification rights pursuant to theCompany’s charter, certificate of incorporation, by-laws or directors’ andofficers’ insurance policies.

 

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

 

The National Labor RelationsAct, as amended;

 

Title VII of the Civil RightsAct of 1964, as amended, 42 U.S.C. 2000e etseq.;

 

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

 

The Employee Retirement IncomeSecurity Act of 1974, as amended, 29 U.S. C. 1001 etseq.;

 

The Immigration Reform ControlAct, as amended;

 

The Americans with DisabilitiesAct of 1990;

 

The Fair Labor Standards Act, asamended;

 

The Occupational Safety andHealth Act, as amended;

 

The Family and Medical Leave Actof 1993;

 

The Consolidated Omnibus BudgetReconciliation Act, as amended;

 

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

 

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

 

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

 

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

 

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

 

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

 

Any claim for breach of the July31, 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 AgeDiscrimination in Employment Act of 1967.**  Since you are 40 years of age or older, youhave been informed that you have or might have specific rights and/or claimsunder the Age Discrimination in Employment Act of 1967 (“ADEA”) and you agreethat:

 

(a)                                  Inconsideration for the amounts described in Section 3, which you are nototherwise entitled to receive, you specifically waive such rights and/or claimsunder the ADEA to the extent that such rights and/or claims arose prior to oron the date this Agreement was executed;

 

(b)                                 Youunderstand that rights or claims under the ADEA which may arise after the datethis Agreement is executed are not waived by you;

 

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

 

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

 

(e)                                  Youhave carefully read and fully understand all of the provisions of thisAgreement, and you knowingly and voluntarily agree to all of the terms setforth in this Agreement; and

 

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

 

**7.****                                      Accordand Satisfaction:**  The amountsset forth above in Sections 2 and 3 shall be complete and unconditionalpayment, settlement, accord and/or satisfaction with respect to all obligationsand 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 othercosts or sums.

 

**8.****                                      CompanyFiles, Documents and Other Property:** You agree that on the Resignation Date you will return to the Companyall 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 andpasses, courtesy parking passes, diskettes, intangible information stored ondiskettes, software programs and data compiled with the use of those programs,software passwords or codes, tangible copies of trade secrets and confidentialinformation, sales forecasts, names and addresses of Company customers andpotential 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 previouslyor currently held or used by you that is or was related to your employment withthe Company (“Company Property”).  Youagree that in the event that you discover any other Company Property in yourpossession after the Resignation Date of this Agreement you will immediatelyreturn such materials to the Company.

 

**9.****                                      FutureConduct:**  Nothing herein shall prohibit or bar you from providing truthfultestimony in any legal proceeding or in communicating with any governmentalagency or representative or from making any truthful disclosure required,authorized or permitted under law; provided, however, that in providing suchtestimony or making such disclosures or communications, you will use your bestefforts to ensure that this Section is complied with to the maximum extentpossible.  Notwithstanding the foregoing,nothing in this Agreement shall bar or prohibit you from contacting, seekingassistance from or participating in any proceeding before any federal or stateadministrative agency to the extent permitted by applicable federal, stateand/or local law.  However, you neverthelesswill be prohibited to the fullest extent authorized by law from obtainingmonetary damages in any agency proceeding in which you do so participate.

 

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**10.****                               Representationsand Governing Law:**

 

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

 

(b)                                 Ifany provision of this Agreement, or part thereof, is held invalid, void orvoidable as against public policy or otherwise, the invalidity shall not affectother provisions, or parts thereof, which may be given effect without theinvalid provision or part.  To thisextent, the provisions and parts thereof of this Agreement are declared to beseverable.  Any waiver of any provisionof this Agreement shall not constitute a waiver of any other provision of thisAgreement unless expressly so indicated otherwise.  The language of all parts of this Agreementshall in all cases be construed according to its fair meaning and not strictlyfor or against either of the parties.

 

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

 

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

 

**11.****                               EffectiveDate. **You may revoke thisAgreement during the period of seven (7) days following its execution by youand this Agreement shall not become effective or enforceable, and no paymentswill be made pursuant to Section 3, until the revocation period hasexpired.  Moreover, this Agreement shallnot be effective or enforceable until it is executed by all parties.

 

**[REMAINDER OF PAGE INTENTIONALLYLEFT BLANK]**

 

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Executed this 23rd day of June, 2004.

 

**I REPRESENT THAT I HAVE READ THE FOREGOINGAGREEMENT, THAT I FULLY UNDERSTAND THE TERMS AND CONDITIONS OF SUCH AGREEMENTAND THAT I AM KNOWINGLY AND VOLUNTARILY EXECUTING THE SAME.  IN ENTERING INTO THIS AGREEMENT, I DO NOTRELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE COMPANY OR ITSREPRESENTATIVES WITH THE EXCEPTION OF THE CONSIDERATION DESCRIBED IN THISDOCUMENT.**

 

 
| /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 aTransition and Severance Agreement dated as of the date hereof that sets forththe terms and conditions of their agreement with respect to META’s provision ofcertain payments and benefits to Amoroso and responsibilities of Amoroso (the“Severance Agreement”);

 

WHEREAS, the Company and Amoroso wish to amend theterms of the stock options held by Amoroso as of the date hereof and the stockoption agreements related thereto, which options and agreements are listed on ExhibitA hereto (each an “Option Agreement” and collectively the “OptionAgreements”);

 

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

 

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

 

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

 

3.                                       No Extension of Exerciseability (ForBreach of Severance Agreement).  The text “theTransition and Severance Agreement dated June 23, 2004 by and between Employeeand the Company,” shall be added before the text “the Employment Agreement” inSection 4(b) of each Option Agreement.

 

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

 

5.                                       Cross References. Any cross references within any of the Option Agreements to any of thematters or number of days referenced in this Amendment shall be accordinglyadjusted, 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.                                       Acknowledgementof Tax Consequences.  Amorosoacknowledges that this Amendment and/or the exercise of options to purchasecommon stock, $.01 par value per share, of the Company under any OptionAgreement may cause adverse tax consequences to Amoroso, including, withoutlimitation, the possibility that options originally granted as incentive stockoptions may cease to qualify as incentive stock options under Section 422 ofthe Internal Revenue Code of 1986, as amended, and that the Company maywithhold from Amoroso’s wages or other remuneration an amount of tax requiredto be withheld, if any, in connection with the exercise of such options.

 

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

 

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

 

**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beduly 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 StockOption Agreement dated July 31, 2002 by and between Amoroso and the Company topurchase 160,000 shares of common stock of the Company, of which 50%, or 80,000shares, will be vested as of July 31, 2004.

 

2.               Non-Qualified StockOption Agreement dated July 31, 2002 by and between Amoroso and the Company topurchase 340,000 shares of common stock of the Company, of which 50%, or170,000 shares, will be vested as of July 31, 2004.

 

3.               Non-Qualified StockOption Agreement dated July 31, 2003 by and between Amoroso and the Company topurchase 125,000 shares of common stock of the Company, all of which will bevested as of July 31, 2004.

 

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