**Exhibit 10.50**

 

**META GROUP, INC.**

 

**EMPLOYMENT AGREEMENT**

 

This Employment Agreement (the “Agreement”) isdated as of November 5, 2004 (the “Effective Date”) by and betweenCD Hobbs (“Executive”) and META Group, Inc., a Delaware corporation, andany of its subsidiaries, divisions and affiliates, and its and theirpredecessors, successors and assigns (the “Company”).

 

1.                                       **Duties and Scope of Employment**.

 

## (a)                                  **Position****. **As of the****Effective Date, Executive will serve as President and ChiefOperating Officer of the Company.  Insuch capacity he will report to and be subject to the direction and control ofthe Company’s Board of Directors (the “Board”). Executive will rendersuch business and professional services in the performance of his duties,consistent with Executive’s position within the Company, as shall reasonably beassigned to him by the Board.  The periodof Executive’s employment under this Agreement is referred to herein as the “EmploymentTerm.”

##  

(b)                                 **Obligations to the Company**.** **Executive agrees tothe best of his ability and experience that he will at all times loyally andconscientiously perform all of the duties and obligations required of and fromExecutive pursuant to the terms hereof. During the term of Executive’s employment relationship with the Company,Executive further agrees that he will devote all of his business time andattention to the business of the Company, he will not render commercial orprofessional services of any nature to any person or organization, whether ornot for compensation, without the prior written consent of the Board, and hewill not directly or indirectly engage or participate in any business that iscompetitive in any manner with the business of the Company.  Nothing in this Agreement will preventExecutive from accepting speaking engagements in exchange for honoraria, fromserving on boards of charitable organizations (with prior Board consent), orfrom investing in other businesses provided he is not actively participating inany such business as a director, employee, independent contractor, partner,principal, agent or otherwise, and provided further that any such business isnot competitive with the business conducted by the Company (as conducted now orduring the term of Executive’s employment), and except as noted above withrespect to boards of charitable organizations no consent from the Board shallbe required for any such activities. Executive agrees that if a corporation on whose board he servessubsequently commences a business that is competitive with the businessconducted by the Company, Executive shall notify the Board, following whichExecutive shall resign from that board if requested to do so by the Board.  Executive will comply with and be bound bythe Company’s operating policies, procedures and practices from time to time ineffect during the term of Executive’s employment.

 

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2.                                       **Compensation**.  For the duties and services to be performedby Executive hereunder, the Company shall pay Executive, and Executive agreesto accept, the salary, bonuses stock and other benefits described below in thisSection 2 during the Employment Term.

 

(a)                                  **Salary**.  Executive shall initially receive a monthlysalary of $25,000, $300,000 on an annualized basis (the “Base Salary”),payable in two equal payments per month pursuant to the Company’s normalpayroll practices.  The Base Salary shallbe deemed to have commenced on October 18, 2004 and shall be reviewedannually by the Company’s Board of Directors or its Compensation Committee, andany change will be effective as of the date determined appropriate by the Boardor its Compensation Committee.

 

(b)                                 **Bonus**.  Within three months of the Effective Date,the Company shall establish a bonus structure for Executive.  The bonus shall be appropriate in structureand amount, in the Company’s good faith judgment, for someone in Executive’sposition with the Company.

 

(c)                                  **Stock**.  On the Effective Date, the Board shall grantto Executive 50,000 shares of Common Stock pursuant to the Company’s 2004 StockPlan, plus a one-time cash gross-up for federal (not state) income tax purposeson such grant.  Executive shall beresponsible for the payment of applicable withholding taxes on such grant.

 

(d)                                 **Executive Benefits**.  Executive shall be entitled to participate,to the extent he is eligible under the terms and conditions thereof, in anymedical insurance plans, 401(k) plans, deferred compensation plans, lifeinsurance plans, vacation, retirement or other Executive benefit plans whichare generally available to executives of the Company or are available to seniorexecutives or a select group of executives of the Company and which may be ineffect from time to time during Executive’s employment with the Company.  The Company shall be under no obligation toinstitute or continue the existence of any Executive benefit plan describedherein and may from time to time amend, modify or terminate any such Executivebenefit plan.

 

(e)                                  **Reimbursement of Expenses**.  Executive shall be authorized to incur onbehalf and for the benefit of, and shall be reimbursed by, the Company forreasonable expenses, provided that such expenses are substantiated inaccordance with Company policies.

 

3.                                       **Nature of Employment**.

 

(a)                                  **At-Will Employment**.  Executive’s employment with the Company shallat all times be “at will,” which means that either Executive or the Company mayterminate Executive’s employment at any time, for any or no reason, with orwithout cause, subject only to the specific provisions of this Agreement.  Any contrary representations that may havebeen made or may be made to Executive at any time shall be superseded andgoverned by this Section 3.  ThisEmployment Agreement shall constitute the full and complete agreement betweenExecutive and the Company on the “at will” nature of Executive’s employment,which may only be changed in an express written agreement signed by Executiveand a duly authorized officer of the Company.

 

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(b)                                 **Termination**.  The Company may terminate Executive’sEmployment at any time and for any or no reason, and with “Cause” or “WithoutCause,” by giving Executive notice in writing. Executive may terminate his Employment at any time by giving the Companynotice in writing.  Executive’sEmployment shall terminate automatically in the event of his death.

 

(c)                                  **Termination of Agreement**.  This Agreement shall terminate when allobligations of the parties hereunder have been satisfied.  The termination of this Agreement shall notlimit or otherwise affect any of Executive’s obligations under Section 8or the Company’s obligations under Sections 10 and 11.

 

4.                                       **Termination Benefits**.  Executive shall be entitled to receivebenefits upon termination of his employment by the Company only as set forth inthis Section 4 (and, to the extent applicable, as set forth in Section 2).  Executive’s entitlement to such terminationbenefits shall be conditioned upon Executive’s execution and delivery to theCompany of (i) a general release of all claims (the “Release”) and (ii)a resignation from all of Executive’s positions with the Company and itsaffiliates.

 

(a)                                  **Termination Following a Change of Control or Afteran Involuntary Termination**. If (A) the Company terminates Executive’s employment without Causewithin six months following the consummation of a Change of Control or (B)Executive resigns from all positions of employment with the Company not lessthan three months and not more than six months following the consummation of aChange of Control, or (C) Executive resigns from all positions of employmentwith the Company after an Involuntary Termination prior to or within six monthsfollowing the consummation of a Change of Control, Executive shall be entitledto receive the following severance benefits:

 

(i)                                     TheCompany shall continue to pay Executive his Base Salary for a period of eight(8) months following the termination date. Each payment will be reduced by applicable income and employment taxesand will be paid on the Company’s regular payroll dates, commencing with thefirst regular payroll date following the effective date of the Release (asdetermined in that agreement).  Inaddition, the Company shall make a lump sum payment to Executive equal to thetarget bonus for the fiscal year in which the termination occurs, prorated forthe number of days during such year in which the Company employedExecutive.  Such payment shall be reducedby applicable income and employment taxes and shall be made within fifteen (15)business days of the effective date of the Release.

 

(ii)                                  ProvidedExecutive timely and accurately elects to continue his group medical insurancecoverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of1985, as amended (“COBRA”), the Company shall reimburse Executive forthe costs of Executive’s group medical insurance premiums for himself and hisdependents under COBRA for the eight (8) month period immediately following histermination; thereafter, Executive may continue such coverage at his ownexpense in accordance with the Company’s standard policies.

 

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(b)                                 **Voluntary Termination**.  If Executive’s employment terminates byvoluntary termination for any reason (other than in a situation provided for inSection 4(a)(B) or 4(a)(C) above), then Executive shall not be entitled toreceive payment of any severance benefits. Executive will receive payment(s)for all salary and unpaid vacation accrued as of the date of Executive’stermination of employment plus the amount of Executive’s target bonus for thefiscal year in which the termination occurs to the extent that the bonus hasbeen earned as of such date, as determined by the Board or its CompensationCommittee based upon the specific corporate and individual performance targetsestablished for such fiscal year.  Ifsuch targets have not been established for the fiscal year in which thetermination occurs, Executive will receive the amount of his target bonus forthat year, prorated for the number of days during such year in which theCompany employed Executive.  In addition,Executive’s benefits will be continued under the Company’s then existingbenefit plans and policies to the extent, if any, provided for under such plansand policies in effect on the date of termination and in accordance withapplicable law.

 

(c)**                                  Terminationby Reason of Death or Disability**. If Executive’s employment with the Company terminates as a result ofExecutive’s death or Disability (as defined in Section 7 below), Executiveor Executive’s estate or representative will receive all salary and unpaid vacationaccrued as of the date of Executive’s death or Disability and any otherbenefits payable under the Company’s then existing benefit plans and policiesin accordance with such plans and policies in effect on the date of death orDisability and in accordance with applicable law.  In addition, Executive’s estate orrepresentative will receive the amount of Executive’s target bonus for thefiscal year in which the death or Disability occurs, prorated for the number ofdays during such year in which the Company employed Executive.

 

(d)                                 **Termination for Cause**.  If Executive’s employment is terminated forCause, then Executive shall not be entitled to receive payment of any severancebenefits. Executive will receive payment(s) for all salary and unpaid vacationaccrued as of the date of Executive’s termination of employment and Executive’sbenefits will be continued under the Company’s then existing benefit plans andpolicies to the extent, if any, provided for under such plans and policies ineffect on the date of termination and in accordance with applicable law.

 

(e)                                  **No Other Rights**.  Except as set forth in Section 4 herein,Executive shall not be entitled to any severance benefits upon the terminationof his employment.

 

5.                                       **Definition of Cause**.  For purposes of this Agreement, “Cause”for Executive’s termination will exist at any time after the happening of oneor more of the following events, in each case as determined in good faith bythe Board of:

 

(a)                                  Executive’s(i) willful misconduct or gross negligence in performance of his dutieshereunder, or (ii) refusal or failure to comply with the legal directivesof the Board so long as such directives are not inconsistent with Executive’sposition and duties, which is not remedied (if remediable) within twenty (20)working days after written notice from the Board, which written notice shallstate that failure to remedy such conduct may result in termination for Cause;

 

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(b)                                 Executive’sdeliberate attempt to do an injury to the Company;

 

(c)                                  Executive’sconviction of a felony or a crime involving moral turpitude causing materialharm to the standing and reputation of the Company; or

 

(d)                                 Executive’smaterial breach of any material provision of the Company’s ConfidentialityAgreement (as more fully described in Section 8), including withoutlimitation, Executive’s theft or other misappropriation of the Company’sproprietary information.

 

6.**                                       Definitionsof Involuntary Termination and Change of Control**.

 

(a)                                  Forpurposes of this Agreement, if Executive terminates his employment with theCompany within thirty (30) days after the occurrence of any of the followingevents, to which Executive has not expressly consented in writing, suchtermination shall be treated as an “Involuntary Termination”:(a) any reduction in Executive’s Base Salary except as part of a generalsalary reduction applicable to all of the Company’s executive officers;(b)  a material reduction or change in job duties, responsibilities andrequirements inconsistent with Executive’s current or prior positions with theCompany and Executive’s current or prior duties and responsibilities; or (c) arelocation of Executive to a facility or location more than fifty (50) milesfrom the address of the Company’s headquarters office as of the EffectiveDate.  For the avoidance of doubt, it isacknowledged and agreed that Involuntary Termination for purposes of Section 6(b)above shall be deemed not to have occurred in the event Executive ceasesbeing President and Chief Operating Officer and returns to his job asconstituted immediately prior to his appointment as such in October 2004.

 

(b)                                 Forpurposes of this Agreement, “Change of Control” shall mean (a) thepurchase by a third party or series of related purchases by a third party offifty percent (50%) or more of the Company’s outstanding stock or securities,or (b) an acquisition or transfer of all or substantially all of the assets orbusiness of the Company to a third party. A reincorporation of the Company or other corporate reorganization (suchas the assignment of this Agreement to a subsidiary of the Company) shall notbe a Change of Control of the Company hereunder.

 

7.                                       **Definition of Disability**.  For purposes of this Agreement, “Disability”shall mean that Executive has been unable to perform his duties hereunder asthe result of his incapacity due to physical or mental illness, and suchinability, which continues for at least 120 consecutive calendar days or 150calendar days during any consecutive twelve-month period, if shorter, after itscommencement, is determined to be total and permanent by a physician selectedby the Company and its insurers and acceptable to Executive or to Executive’slegal representative (with such agreement on acceptability not to beunreasonably withheld).

 

8.                                       **Confidentiality Agreement**.  Executive has signed an EmployeeNoncompetition, Nondisclosure and Developments Agreement dated September 14,2003 (the “Confidentiality Agreement”). Executive hereby agrees to continue to abide by the terms of theConfidentiality Agreement and further agrees that the provisions of theConfidentiality Agreement shall survive any termination of this Agreement or ofExecutive’s employment relationship with the Company.

 

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9.                                       **Conflicts**.** **Executive represents that hisperformance of all the terms of this Agreement will not breach any otheragreement to which Executive is a party. Executive has not and will not during the term of this Agreement enter intoany oral or written agreement conflicting with any provision of thisAgreement.  Executive further representsthat he is entering into or has entered into an employment relationship withthe Company of his own free will.

 

10.                                 **Successors**.

 

(a)                                  **Company’s Successors**.  This Employment Agreement shall be bindingupon any successor (whether direct or indirect and whether by purchase, lease,merger, consolidation, liquidation or otherwise) to all or substantially all ofthe Company’s business and/or assets.  Forall purposes under this Employment Agreement, the term “Company” shall includeany successor to the Company’s business and/or assets, which becomes bound bythis Employment Agreement.

 

(b)                                 **Executive’s Successors**.  This Employment Agreement and all rights ofExecutive hereunder shall inure to the benefit of, and be enforceable by,Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees.

 

11.                                 **Indemnification**.  The Company will indemnify Executive to themaximum extent permitted by law and the Company’s Bylaws for actions taken inconnection with his employment as the Company’s President and Chief OperatingOfficer.

 

12.                                 **Miscellaneous Provisions**.

 

(a)                                  **No Duty to Mitigate**.  Executive shall not be required to mitigatethe amount of any payment contemplated by this Agreement (whether by seekingnew employment or in any other manner), nor, except as otherwise provided inthis Agreement, shall any such payment be reduced by any earnings that Executivemay receive from any other source.

 

(b)                                 **Amendments and Waivers**.  Any term of this Agreement may be amended orwaived only with the written consent of the parties.

 

(c)                                  **Sole Agreement**.  This Agreement, including any Exhibitshereto, constitutes the sole agreement of the parties and supersedes all oralnegotiations and prior writings with respect to the subject matter hereof.

 

(d)                                 **Notices**. Any notice required orpermitted by this Agreement shall be in writing and shall be deemed sufficientupon receipt, when delivered personally or by a nationally-recognized deliveryservice (such as Federal Express or UPS), or forty-eight (48) hours after beingdeposited in the U.S. mail as certified or registered mail with postageprepaid, if such notice is addressed to the party to be notified at such party’saddress as set forth below or as subsequently modified by written notice.

 

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(e)                                  **Choice of Law**.  The validity, interpretation, constructionand performance of this Agreement shall be governed by the laws of the State ofConnecticut, without giving effect to the principles of conflict of laws.

 

(f)                                    **Severability**.  If one or more provisions of this Agreementare held to be unenforceable under applicable law, the parties agree torenegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable andenforceable replacement for such provision, then (i) such provision shallbe excluded from this Agreement, (ii) the balance of the Agreement shallbe interpreted as if such provision were so excluded and (iii) the balanceof the Agreement shall be enforceable in accordance with its terms.

 

(g)                                 **Counterparts**.  This Agreement may be executed incounterparts, each of which shall be deemed an original, but all of whichtogether will constitute one and the same instrument.

 

(h)                                 **Arbitration.***** **** *Any****disputeor claim arising out of or in connection with this Agreement shall be finallysettled by binding arbitration in Stamford, Connecticut in accordance with therules of the American Arbitration Association applicable to commercialarbitration by one arbitrator****appointed inaccordance with said rules.  Thearbitrator shall apply Connecticut law, without reference to rules of conflictsof law or rules of statutory arbitration, to the resolution of anydispute.  Judgment on the award renderedby the arbitrator may be entered in any court having jurisdiction thereof.  Notwithstanding the foregoing, the partiesmay apply to any court of competent jurisdiction for preliminary or interimequitable relief, or to compel arbitration in accordance with this paragraph,without breach of this arbitration provision. This Section 12(h) shall not apply to the ConfidentialityAgreement.

 

(i)                                     **Advice of Counsel**.** **Each Party to thisAgreement acknowledges that, in executing this Agreement, such party has hadthe opportunity to seek the advice of independent legal counsel, and has readand understood all of the terms and provisions of this Agreement.  This Agreement shall not be construed againstany party by reason of the drafting of preparation hereof.

 

The parties have executedthis Agreement as of the date first written above.

 
|   | **META GROUP, INC.** |
|--------|----------------------|
|   |                 |
|   | By:                  |   | /s/ John W. Riley |   |
|   |                 |   |   |   |
|   | Title:               |   | Vice President – Chief Financial Officer |
|   |                 |   |   |
|   | Address:             | c/o META Group,  Inc. |   |
|   |                 |   |
|   |                 | 208 Harbor Drive, Stamford, CT 06912 |   |
|        |                      |  |  |  |  |  |  |

 

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|   | **CD HOBBS** |
|--------|--------------|
|   |         |   |
|   | Signature:   | /s/ CD Hobbs |   |
|   |         |   |
|   | Address:     | c/o META Group,  Inc. |   |
|   |         |   |
|   |         | 208 Harbor Drive, Stamford, CT 06912 |   |
|        |              |  |  |  |  |

 

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**METAGROUP, INC.STOCK GRANT NOTICE(2004 Stock Plan)**

 

META Group, Inc. (the “Company”), pursuant to its 2004Stock Plan (the “Plan”), hereby grants to the participant under the Plan (the “Participant”)50,000 shares of the Company’s common stock (the “Common Stock”) (the “Award”).This Award is subject to all of the terms and conditions as set forth in thisStock Grant Notice (the “Grant Notice”), the attached Stock Agreement, and thePlan, all of which are attached hereto and incorporated herein in theirentirety.

 
| Participant:                       | CD Hobbs |
|------------------------------------|----------|
| Date of Grant:                     | 11/5/04  |
|                               |     |
| Number of Shares Subject to Award: | 50,000   |

 

Additional Terms/Acknowledgements:The undersigned Participant acknowledges receipt of, and understands and agreesto the terms and conditions of this Grant Notice, the Stock Agreement and thePlan. Participant further acknowledges that as of the Date of Grant, this GrantNotice, the Stock Agreement and the Plan set forth the entire understandingbetween Participant and the Company regarding the Award and supersede all priororal and written agreements relating thereto.

 
| **META Group, Inc.**                          | **Participant:**                |
|-----------------------------------------------|---------------------------------|
|                                          |                            |
| By:                                           | /s/  John W. Riley              |   | By: | /s/ CD Hobbs |   |
| Signature                                     |                            |   | Signature |   |
|                                          |                            |
| Title:                                        | Date:                           | November 5, 2004 |   |
| Vice President – Chief Financial Officer |                            |   |
|                                          |                            |
| Date:                                         | November 5, 2004           |   |   |
|                                          |                            |   |   |
|                                          |                            |   |
|                                          | Attachment I: Stock Agreement   |   |
|                                          |                            |   |
|                                          | Attachment II: 2004 Stock Plan  |   |
|                                          |                            |   |
|                                          | Attachment III: Spousal Consent |   |
|                                               |                                 |  |  |  |  |  |  |  |  |  |

 

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**ATTACHMENTI**

 

**METAGROUP, INC. 2004 STOCK PLAN STOCK AGREEMENT**

 

THIS STOCK AGREEMENT (the“Agreement”), dated November 5, 2004, is entered into by and between CDHobbs (“Participant”) and META Group, Inc., a Delaware corporation (the “Company”).

 

RECITALS

 

WHEREAS, the Company hasadopted the META Group, Inc. 2004 Stock Plan (the “Plan”), which provides,among other things, for awards of stock to the Company’s Employees, Consultantsand Directors; and

 

WHEREAS, Participant iscurrently serving as an Employee of the Company; and

 

WHEREAS, the Companydesires to grant Participant shares of Common Stock, $0.01 par value, of theCompany (the “Common Stock”), pursuant to the provisions of the Plan.

 

NOW THEREFORE, inconsideration of the foregoing, and the mutual covenants and agreements setforth herein, the parties hereto agree as follows:

 

# 1.                                       ***Definitions***.

#  

Capitalized terms notexplicitly defined in this Agreement but defined in the Plan shall have thesame meanings ascribed to them in the Plan.

 

# 2.***                                      ******Grantof Shares***.

#  

# The Company hereby grants to Participant, pursuant tothe terms of the Stock Grant Notice (the “Grant Notice”) and this Agreement(collectively, the “Award”), the number of shares of Common Stock indicated inthe Grant Notice (the “Shares”).

#  

The Award of the Shares shall be consummated asfollows:

 

## 2.1                                 Participant executes the Grant Notice,along with such additional documents as the Company may then require.

##  

# 2.2                                 Participant shall deliver to the Companya signed spousal consent substantially in the form attached hereto asAttachment III.

#  

3.                                       ***Award not a Service Contract.***

 

The Award is not an employment or service contract,and nothing in the Award shall be deemed to create in any way whatsoever anyobligation on the Company or an Affiliate to continue Participant’s employmentor service. In addition, nothing in the Award shall obligate the Company or anAffiliate, their respective stockholders, Boards of Directors, officers orEmployees to continue any relationship that Participant may have as an Employeeor Director of, or a Consultant to, the Company or an Affiliate.

 

# 4.***                                      ******WithholdingObligations***.

#  

## 4.1                                 At the time the Award is granted, or atany time thereafter as requested by the

 

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## Company, Participant authorizes withholding from payroll and any otheramounts payable to Participant, and otherwise agrees to make adequate provisionfor, any sums required to satisfy the federal, state, local and foreign taxwithholding obligations of the Company or an Affiliate, if any, which arise inconnection with the Award.

##  

## 4.2                                 Unless the tax withholding obligations ofthe Company or any Affiliate are satisfied, the Company shall have noobligation to issue a certificate for any of the Shares.

##  

# **5.******                                      ********Representations****.

#  

Participant has reviewed with his or her owntax advisors the federal, state, local and foreign tax consequences of thisinvestment and the transactions contemplated by this Agreement. Participant isrelying solely on such advisors and not on any statements or representations ofthe Company or any of its agents. Participant understands that he or she (andnot the Company) shall be responsible for any tax liability that may arise as aresult of this investment or the transactions contemplated by this Agreement.

 

# 6.***                                      ******Notices***.

#  

Any notices provided for in the Award or the Planshall be given in writing and shall be deemed effectively given upon receiptor, in the case of notices delivered by mail by the Company to Participant,five (5) days after deposit in the United States mail, postage prepaid, addressedto Participant at the last address provided by Participant to the Company.

 

# ****7.*********                                      **********Survivalof Terms*****.

#  

This Agreement shall apply to and bind Participant andthe Company and their respective permitted assignees and transferees, heirs,legatees, executors, administrators and legal successors.

 

# **8.******                                      ********Amendments****.

#  

This Agreement may be amended or modified at any timeonly by an instrument in writing signed by each of the parties hereto.

 

# 9.***                                      ******Miscellaneous***.

#  

## 9.1                                 The rights and obligations of the Companyunder Participant’s Award shall be transferable to any one or more persons orentities, and all covenants and agreements hereunder shall inure to the benefitof, and be enforceable by the Company’s successors and assigns.

##  

## 9.2                                 Participant agrees upon request to executeany further documents or instruments necessary or desirable in the soledetermination of the Company to carry out the purposes or intent of the Award.

##  

## 9.3                                 Participant acknowledges and agrees thathe or she has reviewed the Award in its entirety, has had an opportunity toobtain the advice of counsel prior to executing and accepting the Award andfully understands all provisions of the Award.

##  

## 9.4                                 This Agreement may be signed incounterparts, each of which shall be deemed an original, and all of whichtogether shall constitute one and the same instrument.

##  

# 10.***                                ******GoverningPlan Document***.

#  

The Award is subject to all the provisions of thePlan, the provisions of which are hereby made a part of Participant’s  Award, and is further subject to allinterpretations, amendments, rules and regulations which may from time to timebe promulgated and adopted pursuant to the Plan. In the event of any conflictbetween the provisions of the Award and those of the Plan, the provisions ofthe Plan shall control.  Participantrepresents that he or she has read this

 

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Agreement, the Grant Notice and the Plan, and isfamiliar with their terms and provisions. Participant hereby agrees theCommittee has full authority to interpret and construe the terms of thisAgreement and that the determination of the Committee as to any such matter ofinterpretation or construction is final, binding and conclusive.

 

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement on the date first above written.

 

 
| **META GROUP, INC.** | **CD HOBBS**                                  |
|----------------------|-----------------------------------------------|
|                 |                                          |
| By:                  | /s/  John W. Riley                            |   | By: | /s/ CD Hobbs |   |
| Signature            |                                          |   | Signature |   |
|                 |                                          |
| Name:                | John W. Riley                                 |   |   |
|                 |                                          |   |
| Title:               | Vice President – Chief Financial Officer |   |   |
|                      |                                               |  |  |  |  |  |  |  |  |

 

 

***[SIGNATURE PAGE TO STOCK AGREEMENT]***

 

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**ATTACHMENTII2004 STOCK****PLAN**

 

(Previously filed asExhibit 10.46 of the Company’s Form S-8 filed with the Securities and ExchangeCommission on October 5, 2004).

 

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**ATTACHMENT III**

 

**SPOUSAL CONSENT**

 

I, Lori Hobbs, spouse of CD Hobbs, have read and herebyapprove the META Group, Inc. (the “Company”) Grant Notice, dated November 5,2004, and all attachments thereto (the “Agreement”).  In consideration of the granting ofsecurities to my spouse as set forth in the Agreement, I hereby appoint myspouse as my attorney-in-fact with respect to the exercise of any rights underthe Agreement and agree to be bound by the provisions of the Agreement insofaras I may have any rights in said Agreement, or any securities issuedthereunder, under the community property laws or similar laws relating tomarital property in effect in our state of residence as of the date ofexecution of the Agreement.

 

 
| Dated: | November 5,  2004 |   | Signature: | /s/ Lori Hobbs |   |
|--------|------------------------|--------|------------|----------------|--------|

 

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