**Exhibit10.2**

 

 
| Notice of Grant of Stock Options  and Option Agreement |   | **META  Group, Inc.**ID:  06-0971675  208 Harbor Drive  Stamford, CT 06912 |
|--------------------------------------------------------|--------|---------------------------------------------------------------------------------|

 

 

Effective 7/31/2002, you have been granted a(n) Incentive Stock Optionto buy 160,000 shares of META Group, Inc. (the Company) stock at $2.5000 pershare.

 

The total option price of the shares granted is $400,000.

 

Shares in each period will become exercisable on the date shown.

 
| **Shares** |   | **Vest Type** |   | **Full Vest** |   | **Expiration** |   |
|------------|--------|---------------|--------|---------------|--------|----------------|--------|
| 40,000     |   | On Vest Date  |   | 7/31/2003     |   | 731/2012       |   |
| 40,000     |   | On Vest Date  |   | 7/31/2004     |   | 7/31/2012      |   |
| 40,000     |   | On Vest Date  |   | 7/31/2005     |   | 7/31/2012      |   |
| 40,000     |   | On Vest Date  |   | 7/31/2006     |   | 7/31/2012      |   |

 

By your signature and the Company’s signature below, you and theCompany agree that these options are granted under and governed by the termsand conditions of the Company’s Stock Option Plan as amended and the OptionAgreement, all of which are attached and made a part of this document.

 
|  /s/ John A. Piontkowski  |   | 7/31/02 |   |
|--------------------------------|--------|---------|--------|
| META Group, Inc.               | Date   |
|                           |   |
|                           |   |
|  /s/ Alfred J. Amoroso    |   | 8/1/02  |   |
| Name:  Alfred  J. Amoroso | Date   |

 

 

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| **Notice of Grant of Stock Options  and Incentive Stock Option Agreement** |   | **META Group, Inc.** |
|----------------------------------------------------------------------------|--------|----------------------|

** **

 

META Group, Inc., a Delaware Corporation (the“Company”), hereby grants as of July 31, 2002 to you (the “Employee”), anoption to purchase shares (the “Option Shares”) of its Common Stock, $.01 parvalue (“Common Stock”), at the price of **$2.50**per share.  The quantity of Option Shares granted and vesting schedule isdefined on the cover page, hereof.  TheOption Shares are granted on the following terms and conditions:

 

**1.**                                      **GrantUnder Second Amended and Restated 1995 Stock Plan.**  This option is granted pursuant to and isgoverned by the Company’s Second Amended and Restated 1995 Stock Plan (the“Plan”) and, unless the context otherwise requires, terms used herein shallhave the same meaning as in the Plan. Determinations made in connection with this option pursuant to the Planshall be governed by the Plan as it exists on this date.

 

**2.**                                      **Grant asIncentive Stock Option; Other Options.** This option is intended to qualify as anincentive stock option under Section 422 of the Internal Revenue Code of1986, as amended (the “Code”).  Thisoption is in addition to any other options heretofore or hereafter granted tothe Employee by the Company or any Related Corporation (as defined in thePlan), but a duplicate original of this instrument shall not effect the grantof another option.

 

**3.****                                      Vestingof Option if Employment Continues; Acceleration on Certain Events.**

 

(a)  Subject toSections 3(b) and 3(c), if the Employee has continued to be employed by theCompany or any Related Corporation through the dates listed under the columnentitled “Full Vest” on the cover page hereof, the Employee may exercise thisoption for the number of shares of Common Stock set opposite the applicabledate.

 

(b) In addition to the foregoing, but subject toSection 4, if, on or prior to July 31, 2003, the Employee’s employment with theCompany and all Related Corporations is terminated (x) without Cause (asdefined below) or (y) by the Employee for Good Reason (as definedbelow), and, in each case, the Employee executes a separation agreementreasonably satisfactory to the Company and the Employee which shall include anondisparagement clause and a comprehensive release of claims (the “SeparationAgreement”) and the Separation Agreement has become irrevocable, then,this option shall become exercisable for an additional number of Option Shares,if any, equal to 50% of the total number of Option Shares with respect to whichthis option is not yet exercisable at the time of termination of suchemployment.

 

(c) In addition to the foregoing, but subject toSection 4, (i) if, after July 31, 2003 but prior to the expiration of thisoption, the Employee’s employment with the Company and all Related Corporationsis terminated (x) without Cause or (y) by the Employee for

 

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Good Reason, and, in each case, the Employee executes theSeparation Agreement and the Separation Agreement has become irrevocable, or(ii) immediately prior to a Change of Control (as defined below) consummatedafter July 31, 2003 but prior to the expiration of this option, then,only upon the first of (i) or (ii) to occur, this option shall becomeexercisable for an additional number of Option Shares, if any, equal to 50% ofthe total number of Option Shares with respect to which this option is not yetexercisable at the time of termination of such employment or immediately priorto such Change of Control, as the case may be; provided, however,that in the event that the acceleration set forth in this Section 3(c) occursdue to a Change of Control under subsection (ii) above and Employee’semployment with the Company and all Related Corporations is terminated withoutCause or by the Employee for Good Reason within the three months following theChange of Control and the Employee executes the Separation Agreement andthe Separation Agreement has become irrevocable, this option shall then becomeexercisable for an additional number of Option Shares, if any, equal to 25% ofthe total number of Option Shares with respect to which this option was not yetexercisable immediately prior to the Change of Control *(for avoidance of doubt, the effect ofthis proviso shall be to give Employee 75% of his unvested options in suchinstance)*.

 

(d)                                 Notwithstandingthe foregoing, in accordance with and subject to the provisions of the Plan,the Committee may, in its discretion, further accelerate the date that anyinstallment of this Option becomes exercisable.  The foregoing rights are cumulative and (subject to Sections 4 or5 hereof if the Employee ceases to be employed by the Company and all RelatedCorporations) may be exercised on or before the date which is ten years fromthe date this option is granted.

 

(e)                                  “Changeof Control” shall mean:  theconsummation of (i) the sale of the Company by merger in which the shareholdersof the Company in their capacity as such no longer own a majority of theoutstanding equity securities of the Company (or its successor); (ii) any saleof all or substantially all of the assets or capital stock of the Company(other than in a spin-off or similar transaction) or (iii) any other acquisitionof the business of the Company, as determined by the Board in its solediscretion.

 

**4.**                                      **Terminationof Employment.**

 

**(a)**                                  **TerminationOther Than for Cause:** Ifthe Employee ceases to be employed by the Company and all Related Corporations,other than by reason of death or disability as defined in Section 5 ortermination for Cause as defined in Section 4(c), no further installments ofthis option shall become exercisable, and this option shall terminate (and mayno longer be exercised) after the passage of 90 days from the Employee’s lastday of employment, but in no event later than the scheduled expirationdate.  In such a case, the Employee’sonly rights hereunder shall be those which are properly exercised before thetermination of this option.

 

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**(b)**                                  **Terminationfor Cause or Breach: **Notwithstandingthe provisions of Sections 3 or 4, if the employment of the Employee isterminated for Cause (as defined in Section 4(c)) or Employee breaches hisobligations under the Employment Agreement between the Company and the Employeedated as of July 31, 2002 (the “Employment Agreement”), the SeparationAgreement or the Noncompetition Agreement (as defined in the EmploymentAgreement), this option shall terminate upon the Employee’s receipt of writtennotice of such termination or breach and shall thereafter not be exercisable toany extent whatsoever.

 

**(c)****                                  Definitionof Cause: **Any one or more ofthe following events or conditions shall constitute “Cause”: (i) the substantial,continuing and knowing failure of Employee to render services to the Company orany Related Corporation in accordance with the terms or requirements of hisemployment; (ii)  gross negligence, willful misconduct, or breach offiduciary duty to the Company or any Related Corporation, or disloyalty ordishonesty (which disloyalty or dishonesty results in direct or indirectmaterial 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 anyRelated Corporation that results in direct or indirect material loss, damage orinjury to the Company or any Related Corporation; (v) the unauthorizeddisclosure of any trade secret or confidential information of the Company orany Related Corporation; (vi) the commission of an act which constitutesunfair competition with the Company or any Related Corporation or which inducesany customer or supplier to breach a contract with the Company or any RelatedCorporation; or (vii) material breach of the Employment Agreement or theNoncompetition Agreement. Notwithstanding the foregoing, Cause shall not occur pursuant to clauses(i), (iv) and (vii) (but as to (vii) only with respect to material breaches ofthe Employment Agreement) unless Employee fails, within 30 days after receiptof written notice from the Company specifying the event or condition givingrise to Cause, to cure such event or condition, if capable of cure.

 

**(d)****                                  “GoodReason”** shall mean a termination by Employee of the EmploymentAgreement and his employment with the Company after he gives written notice tothe Company within thirty (30) days following the date on which he learns ofthe occurrence, without his prior written consent, of any of the followingevents during the Term (as such term is defined in the Employment Agreement),which notice specifies the nature of such event, and the Company fails to curesuch event within thirty (30) days following receipt of such notice fromEmployee:  (a) the failure of the Company tocontinue Employee in the position of Chief Executive Officer, exceptwhere such failure is for Cause or due

 

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to Employee’s Disability or death;(b) a material diminution in the nature or scope of Employee’sresponsibilities, duties or authority; provided, however, that the assignmentto others of the duties or responsibilities of Employee while Employee is outof work due to a Disability, leave of absence or vacation, shall not constitutesuch a diminution; (c) any reduction in Employee’s Base Salary (asdefined in the Employment Agreement); (d) a breach by the Company of any of itsmaterial obligations to Employee under the Employment Agreement; or (e) therelocation of the Company’s principal office to a location more than 50 milesfrom Stamford, Connecticut, unless such location is 50 miles or less fromEmployee’s residence after the Relocation (as defined in the EmploymentAgreement).

 

**5.**                                      **Death;Disability.**

 

**(a)** **Death:**  If the Employee dies while in the employ ofthe Company or any Related Corporation, the Employee’s estate, personalrepresentative or beneficiary to whom this option has been assigned pursuant toSection 9 hereof may exercise this option, to the extent this option isotherwise exercisable on the date of the Employee’s death, at any time withinone year after the date of death, but not later than the scheduled expirationdate.

 

**(b)  Disability:**  If the Employee ceases to be employed by theCompany and all Related Corporations by reason of his disability (as defined inthe Plan), this option may be exercised, to the extent otherwise exercisable onthe date of the termination of his employment, at any time within 180 daysafter such termination, but not later than the scheduled expiration date.

 

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**(c)****                                  Effectof Termination: **At theexpiration of the 180-day period provided in paragraph (a) or (b) of thisSection 5 or the scheduled expiration date, whichever is the earlier, thisoption shall terminate (and shall no longer be exercisable) and the only rightshereunder shall be those as to which the option was properly exercised beforesuch termination.

 

**6.****                                      PartialExercise. **This option may be exercisedin part at any time and from time to time within the above limits, except thatthis option may not be exercised for a fraction of a share unless such exerciseis with respect to the final installment of stock subject to this option andcash in lieu of a fractional share must be paid, in accordance with Paragraph13(G) of the Plan, to permit the Employee to exercise completely such finalinstallment.  Any fractional share withrespect to which an installment of this option cannot be exercised because ofthe limitation contained in the preceding sentence shall remain subject to thisoption and shall be available for later purchase by the Employee in accordancewith the terms hereof.

 

**7.**                                      **Paymentof Price. **(a) Theoption price shall be paid in the following manner:

 

(i)   in cash or by check;

 

(ii)   subject to paragraph 7(b) below, bydelivery of shares of the Company’s Common Stock having a fair market value (asdetermined by the Committee) equal as of the date of exercise to the optionprice;

 

(iii)  by delivery of an assignment satisfactory inform****andsubstance to the Company of a sufficient amount of the proceeds from the saleof the Option Shares and an instruction to the broker or selling agent to paythat amount to the Company; or

 

(iv)   by any combination of the foregoing.

 

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**(b)**                                  **Limitationson Payment by Delivery of Common Stock:**  If the Employee delivers Common Stock heldby the Employee (“Old Stock”) to the Company in full or partial payment of theoption price, and the Old Stock so delivered is subject to restrictions orlimitations imposed by agreement between the Employee and the Company, anequivalent number of Option Shares shall be subject to all restrictions andlimitations applicable to the Old Stock to the extent that the Employee paidfor the Option Shares by delivery of Old Stock, in addition to any restrictionsor limitations imposed by this Agreement. Notwithstanding the foregoing, the Employee may not pay any part of theexercise price hereof by transferring Common Stock to the Company unless suchCommon Stock has been owned by the Employee free of any substantial risk offorfeiture for at least six months.

 

**(c)**                                  **PermittedPayment by Recourse Note:** In addition, if this paragraph is initialed below by the person signingthis Agreement on behalf of the Company, the option price may be paid bydelivery of the Employee’s three-year personal recourse promissory note bearinginterest payable not less than annually at the applicable Federal rate, asdefined in Section 1274(d) of the Code.

 
|   |       |   |
|--------|------------|--------|
|   | (initials) |

 

**8.**                                      **Method ofExercising Option. **Subjectto the terms and conditions of this Agreement, this option may be exercised bywritten notice to the Company at its principal executive office, or to suchtransfer agent as the Company shall designate. Such notice shall state the election to exercise this option and thenumber of Option Shares for which it is being exercised and shall be signed bythe person or persons so exercising this option.  Such notice shall be accompanied by payment of the full purchaseprice of such shares, and the Company shall deliver a certificate orcertificates representing such shares as soon as practicable after the noticeis received.  Such certificate orcertificates shall be registered in the name of the person or persons soexercising this option (or, if this option shall be exercised by the Employeeand if the Employee shall so request in the notice exercising this option,shall be registered in the name of the Employee and another person jointly,with right of survivorship).  In theevent this option is exercised, pursuant to Section 5 hereof, by anyperson or persons other than the Employee, such notice shall be accompanied byappropriate proof of the right of such person or persons to exercise thisoption.

 

**9.**                                      **OptionNot Transferable. **Thisoption is not transferable or assignable except by will or by the laws ofdescent and distribution.  During theEmployee’s lifetime, only the Employee may exercise this option.

 

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**10.**                               **NoObligation to Exercise Option. **The grant and acceptance of this option imposes no obligation on theEmployee to exercise it.

 

**11.**                               **NoObligation to Continue Employment. **Neither the Plan, this Agreement, nor the grant of this optionimposes any obligation on the Company or any Related Corporation to continuethe Employee in employment.

 

**12.**                               **No Rightsas Stockholder until Exercise. **The Employee shall have no rights as a stockholder with respect tothe Option Shares until such time as the Employee has exercised this option bydelivering a notice of exercise and has paid in full the purchase price for theshares so exercised in accordance with Section 8.  Except as is expressly provided in the Planwith respect to certain changes in the capitalization of the Company, noadjustment shall be made for dividends or similar rights for which the recorddate is prior to such date of exercise.

 

**13.**                               **CapitalChanges and Business Successions. **The Plan contains provisions covering the treatment of options in anumber of contingencies such as stock splits and mergers.  Provisions in the Plan for adjustment withrespect to stock subject to options and the related provisions with respect tosuccessors to the business of the Company are hereby made applicable hereunderand are incorporated herein by reference.

 

**14.**                               **EarlyDisposition. **TheEmployee agrees to notify the Company in writing immediately after the Employeetransfers any Option Shares, if such transfer occurs on or before the later of(a) the date two years after the date of this Agreement or (b) thedate one year after the date the Employee acquired such Option Shares.  The Employee also agrees to provide theCompany with any information concerning any such transfer required by theCompany for tax purposes.

 

**15.****                               WithholdingTaxes.**  If the Company or anyRelated Corporation in its discretion determines that it is obligated towithhold any tax in connection with the exercise of this option, or inconnection with the transfer of, or the lapse of restrictions on, any CommonStock or other property acquired pursuant to this option, the Employee herebyagrees that the Company or any Related Corporation may withhold from theEmployee’s wages or other remuneration the appropriate amount of tax; provided,however, that prior to any such withholding the Employee shall be givenan opportunity to make alternate arrangements for the provision of such taxamounts to the Company.  At thediscretion of the Company or Related Corporation, the amount required to bewithheld may be withheld in cash from such

 

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wages or other remuneration or in kind from the Common Stock or otherproperty otherwise deliverable to the Employee on exercise of this option.  The Employee further agrees that, if theCompany or any Related Corporation does not withhold an amount from theEmployee’s wages or other remuneration sufficient to satisfy the withholdingobligation of the Company or Related Corporation, the Employee shall makereimbursement on demand, in cash, for the amount underwithheld.

 

**16.**                               **Lock-upAgreement.** The Employeeagrees that in connection with an underwritten public offering of Common Stock,upon the request of the Company or the principal underwriter managing suchpublic offering, this Option and the Option Shares may not be sold, offered forsale or otherwise disposed of without the prior written consent of the Companyor such underwriter, as the case may be, for at least 270 days after theeffectiveness of the Registration Statement filed in connection with suchoffering, or such longer period of time as the Board of Directors may determineif all of the Company’s directors and officers agree to be similarly bound.  The lock-up agreement established pursuantto this paragraph 16 shall have perpetual duration.

 

**17.**                               **Arbitration.** Any dispute, controversy, or claimarising out of, in connection with, or relating to the performance of thisAgreement or its termination shall be settled by arbitration in the State ofConnecticut, pursuant to the rules then pertaining of the American ArbitrationAssociation.  Any award shall be final,binding and conclusive upon the parties and a judgment rendered thereon may beentered in any court having jurisdiction thereof.

 

**18.**                               **Provision****of****Documentation****to****Employee****.**  By signing this Agreement the Employeeacknowledges receipt of a copy of this Agreement and a copy of the Plan.

 

**19.**                               **Miscellaneous.**

 

**(a)** **Notices:**  Allnotices hereunder shall be in writing and shall be deemed given when sent bycertified or registered mail, postage prepaid, return receipt requested, to theaddress set forth below.  The addressesfor such notices may be changed from time to time by written notice given inthe manner provided for herein.

 

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**(b)  EntireAgreement; Modification: **ThisAgreement constitutes the entire agreement between the parties relative to thesubject matter hereof, and supersedes all proposals, written or oral, and allother communications between the parties relating to the subject matter of thisAgreement.  This Agreement may bemodified, amended or rescinded only by a written agreement executed by bothparties.

 

**(c)  Severability: **The invalidity, illegalityor unenforceability of any provision of this Agreement shall in no way affectthe validity, legality or enforceability of any other provision.

 

**(d)  Successors andAssigns:**This Agreement shall be binding upon and inureto the benefit of the parties hereto and their respective successors andassigns, subject to the limitations set forth in Section 9 hereof.

 

**(e)  Governing Law:**  This Agreement shall be governed by andinterpreted in accordance with the laws of the State of Delaware**,**without giving effect to the principles of the conflicts of laws thereof.

 

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