**Exhibit 10.1**

 

**AMENDED ANDRESTATED EMPLOYMENT AGREEMENT**

 

ThisAmended and Restated Employment Agreement (the “Agreement”) is made as ofFebruary 5, 2004 (the “*Effective Date*”),by and between John A. Piontkowski (the “*Executive*”)and META Group, Inc. and any of its subsidiaries, divisions andaffiliates, and its and their predecessors, successors and assigns (the “*Company*”).

 

**WHEREAS**, the Executive is currently a Company employee and party to thatcertain Amended and Restated Employment Agreement dated March 1, 2002;

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**WHEREAS**, the Company desires to retain the services of the Executive, andexpects the Executive to continue to make significant contributions to theCompany;

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**WHEREAS**, the Executive has certain experience and expertise that qualify himto continue to provide the financial skills required by the Company; and

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**WHEREAS**, the Executive and the Company deem it in their respective bestinterests to enter into this Agreement providing for the continued employmentof the Executive, subject to the terms and conditions hereinafter set forth;and

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**NOW, THEREFORE,** in consideration of the foregoing and the agreements herein contained,the parties hereto hereby agree as follows:

 

1.*Employment.*Subject to the termsand conditions set forth in this Agreement, the Company offers and theExecutive hereby agrees to remain a Company employee subject to the terms andconditions set forth below, as of the Effective Date. The parties acknowledgethat the Amended and Restated Employment Agreement by and between Executive andthe Company dated March 1, 2002 shall be superceded in its entirety bythis Agreement, and, therefore, shall be null and void as of the EffectiveDate.

 

2.*Term.*Subject to earliertermination as provided in Section 5 hereof, this Agreement shall continuefor a term of twelve months and shall terminate in its entirety at the close ofbusiness on February 4, 2005.

 

3.*Capacity and Performance.*Duringthe term hereof, the Executive shall serve as Senior Vice President of theCompany and shall continue to serve the Company in various capacities. Theparties agree that the Executive’s employment shall continue to be full-timeand on an “at-will” basis, which means that either the Executive or the Companymay terminate the employment relationship and this Agreement at any time, forany or no reason, with or without Cause, upon notice to the other party, butsubject to Section 5 hereof. The Executive shall initially report to theCompany’s Chief Executive Officer (“*CEO*”).The Executive shall comply with and perform, faithfully, diligently and to thebest of his ability, such directions and duties in relation to the Company’sbusiness and affairs as the Company may from time to time vest in or request ofhim. The Executive shall devote substantially all of his business time,attention and energies to the Company’s business and shall not engage in anyother business activity (without the CEO’s approval), whether or not for profitor other pecuniary advantage, that may conflict with the performance of hisduties hereunder.

 

4.*Compensation and Benefits.*Ascompensation for the Executive satisfactorily performing his duties andobligations hereunder to the Company and subject to the provisions ofSection 5, the Executive shall receive:

 

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4.1.*Base Salary.*The Executive willreceive his base salary paid at a rate of $17,850 per month (the “*Base Salary*”), subject to applicable taxand other withholding obligations. The Base Salary shall be payable inaccordance with the customary payroll practices of the Company as may beestablished or modified from time to time. Currently, salaries are paid on abi-weekly basis.

 

4.2*Annual Bonus.*During the termhereof, the Executive will be eligible to receive an annual bonus payment of upto $96,390, subject to applicable tax and other withholding obligations.  Payment of this annual bonus is subject tothe attainment of mutually agreed upon milestones between the Executive and theCEO (or the Executive’s future supervisor, if not the CEO) and shall bepayable, if at all, following approval of such payment by the Company’sCompensation Committee and in accordance with the Company’s customary bonuspractices as established or modified from time to time.  In the event of termination for reasonsother than Cause, the amount of the bonus will be prorated for the time betweenthe Effective Date of this Agreement and the termination date.

 

4.3.*Benefits.*During the term hereofand subject to any contribution therefore generally required of the Company,the Executive shall continue to be eligible to participate in all employeebenefits plans as from time to time adopted by the Company and in effect forexecutives of the Company in similar positions. Such participation shall besubject to (i) the terms of the applicable plan documents, (ii) generallyapplicable Company policies, and (iii) the discretion of the Companyand/or the Board or any administrative or other committee provided for in orcontemplated by such plan. The Company’s current plans and policies shallgovern all other benefits. The Company may alter, modify, add to, or delete itsemployee benefits plans and/or policies at any time as the Company and/or theBoard, in their sole judgment, determines to be appropriate.

 

4.4.*Business Expenses.*The Companyshall pay or reimburse the Executive for all reasonable business expensesincurred or paid by the Executive in the performance of his duties andresponsibilities hereunder, subject to (i) any reasonable expense policyset by the Company as may be modified from time to time, and (ii) suchreasonable substantiation and documentation requirements as may be specified bythe Company from time to time.

 

5.*Termination of Employment.*Notwithstandingthe provisions of Section 2 hereof, the Executive’s employment and thisAgreement shall terminate prior to the expiration of the term of this Agreementunder the following circumstances:

 

5.1.*Death or Disability.*In the eventof the Executive’s death or Disability (as defined in Section 10B of theAmended and Restated 1995 Stock Plan, as the same may be amended or amended andrestated from time to time (the “*Stock Plan*”)during the term hereof, the Executive’s employment and this Agreement shallimmediately and automatically terminate and the Company shall pay to theExecutive (or in the case of death, the Executive’s designated beneficiary or,if no beneficiary has been designated by the Executive, his estate), any BaseSalary and vacation (but with respect to vacation only as provided for underexisting Company practice and policy) earned but unpaid through the date ofdeath or Disability. To the extent the Executive qualifies for either shortterm disability and/or long term disability insurance in accordance with theterms and conditions of the Company’s plans, the Company may offset any such insurancepayments against any Base Salary paid to the Executive (including any suchpayment made pursuant to this Section).

 

5.2.*By the Company for Cause.*

 

(a)The Company may terminate the Executive’s employment and this Agreement forCause at any time during the term hereof. The Company shall thereafter have nofurther obligation or liability to the Executive relating to the Executive’semployment or this Agreement, other than

 

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Base Salary and vacation(but with respect to vacation only as provided for under existing Companypractice and policy) earned but unpaid through the date of termination.

 

(b)The following events or conditions shall constitute “Cause” for termination:(i) the substantial and continuing failure of the Executive, after noticethereof, to render the lawful services required of him to theCompany or any Related Corporation (as thatterm is defined in the Stock Plan) in accordance with the terms or requirementsof his employment; (ii) disloyalty, gross negligence, willful misconduct,dishonesty or breach of fiduciary duty to the Company or any RelatedCorporation; (iii) the commission of an act of embezzlement or fraud;(iv) deliberate disregard of the rules or policies of the Company or anyRelated Corporation which results in direct or indirect loss, damage or injuryto the Company or any Related Corporation; (v) the unauthorized disclosureof any trade secret or confidential information of the Company or any RelatedCorporation; (vi) the commission of an act which constitutes unfaircompetition with the Company or any Related Corporation or which induces anycustomer or supplier to breach a contract with the Company or any RelatedCorporation; or (vii) gross negligence in the performance of his dutieshereunder.

 

5.3*By the Company other than for Cause. *The Company may terminate theExecutive’s employment and this Agreement other than for Cause at any timeduring the term hereof. In the event of such termination, the Executive willreceive Base Salary and vacation (but with respect to vacation only as providedfor under existing Company practice and policy) earned by unpaid through thetermination date.  In addition, in theevent of such termination, and provided the Executive executes a release ofclaims (the “Release”) releasing the Company, and its subsidiaries, affiliatesand successors, from claims relating to his employment and termination thereofeffective as of the termination date, the Executive will be eligible for thefollowing severance payments:

 

(a)   An amount equal to the aggregate Base Salary(as set forth in Section 4.1 above) to which he would have been entitled had hecontinued being employed hereunder for the period beginning on the dayfollowing the termination date and ending on the final day of the term of thisAgreement as set forth in Section 2 above, with such payments being made on theCompany’s normal payroll schedule and commencing on the payroll date nextfollowing the effective date of the Release; *providedhowever*that in the event Executive secures a position with anotherentity that results in full-time employment (or the economic equivalentthereof) during the period described above, then the maximum number of monthsof Base Salary to which he will be entitled shall be decreased to be equal tothe number of full and partial months (pro-rated for partial months) betweenthe termination date and the date on which he commences such position (theperiod during which Executive is receiving benefits under this subsection isreferred to as the “**Severance Period**”),*plus*he will be entitled anadditional amount equal to three (3) months of Executive’s Base Salary (as setforth in Section 4.1 above) (paid in accordance with the Company’s normalpayroll schedule);

 

(b) any earned portionof the annual bonus, subject to the terms and conditions relating to such bonuspayment as set forth in Section 4.2 or as otherwise provided by theCompensation Committee of the Board; and

 

(c) reimbursement of hisCOBRA payments for the Severance Period.

 

5.4.*By the Executive.*If theExecutive terminates this Agreement and/or his employment with the Company onor after April 5, 2004 (but during the term of this Agreement) for any reasonother than death or Disability, the Company shall make the payments pursuant tothe provisions set forth in 5.3   If heterminates this Agreement and/or his employment under such circumstances priorto April 5, 2004, then he shall be entitled only to those benefits set forth inSection 5.2 above.

 

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6.*Effect of Termination.*Theprovisions of this Section 6 shall apply in the event of termination ofthis Agreement and/or the Executive’s employment pursuant to Sections 2 or 5.

 

6.1.*Payment in Full.*Payment by theCompany to the Executive of any Base Salary and other compensation amounts asprovided and referenced herein shall constitute the entire obligation of theCompany to the Executive, except that nothing in this Section 6.1 isintended or shall be construed to affect the rights and obligations of theCompany, on the one hand, and the Executive, on the other, with respect to anyloans, stock warrants, stock pledge arrangements, option plans or otheragreements to the extent said rights or obligations survive the Executive’stermination of employment under the provisions of documents relating thereto.

 

6.2.*Termination of Benefits.*Exceptfor any right of continuation of benefits coverage to the extent provided byCOBRA or other applicable law (including the Company’s obligation set forth inSection 5.3(c) above), benefits shall terminate pursuant to the terms of theapplicable benefit plans as of the termination date of the Executive’semployment without regard to any severance or other payments to the Executivefollowing such termination date.

 

6.3*Cessation of Compensation and Benefits.*Ifthe Executive breaches his obligations under this Agreement and/or the EmployeeNoncompetition, Nondisclosure and Developments Agreement (the “*Noncompetition Agreement*”) the Executiveagrees that the Company may (i) immediately cease payment of allcompensation and benefits described in this Agreement and (ii) recover anyseverance payments (as referenced in Section 5.3(i)-(ii)) paid by theCompany to the Executive after the date on which the Executive breached theNoncompetition Agreement. The Executive also agrees that the cessation andrecovery of these payments shall be in addition to, and not as an alternativeto, any other remedies at law or in equity available to the Company, includingthe right to seek specific performance or an injunction.

 

7.*Survival of Certain Provisions.*Theobligations of the Executive under the Noncompetition Agreement expresslysurvive any termination of the Executive’s employment, regardless of the mannerof such termination, or termination of this Agreement.

 

8.*Withholding; Taxes.*All paymentsmade by the Company under this Agreement shall be subject to and reduced by anyfederal, state and/or local taxes or other amounts required to be withheld bythe Company under any applicable law, and the Company may withhold from anyamounts payable to the Executive (including any amounts payable to theExecutive pursuant to this Agreement) in order to comply with such withholdingobligations.

 

9.*Miscellaneous.*

 

9.1.*Assignment.*The Executive shallnot assign this Agreement or any interest herein. The Company may assign thisAgreement. No such assignment shall be deemed a “termination” of theExecutive’s employment within the meaning of Section 5. This Agreementshall inure to the benefit of and be binding upon the Company’s successors andassigns.

 

9.2*Severability.*In the event thatany nonmaterial provision of this Agreement is determined to be legallyinvalid, the affected provision shall be stricken from the Agreement and theremaining terms of the Agreement shall be enforced so as to give effect to theintention of the parties to the maximum extent practicable. In the event thatany material provision of this Agreement is determined to be legally invalid bya court of competent jurisdiction, the parties hereto, upon returning the considerationexchanged in executing this Agreement, may discontinue performance under thisAgreement.

 

9.3.*Waiver; Amendment.*Any waiver bythe Company of a breach of any provision of this Agreement shall not operate orbe construed as a waiver of any subsequent breach of such

 

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provision or any otherprovision hereof. In addition, any amendment to or modification of thisAgreement or any waiver of any provision hereof must be in writing and signedby the Company.

 

9.4.*Notices.*All notices, requestsand other communications provided for by this Agreement shall be in writing andshall be effective when delivered in person or four business days after beingdeposited in the mail of the United States, postage prepaid, registered orcertified, and addressed (a) in the case of the Executive, to the addressset forth underneath his signature to this Agreement or (b) in the case ofthe Company, to the attention of the Board, with a copy to the CEO c/o METAGroup, Inc.; and/or to such other address as either party may specify bynotice to the other.

 

9.5.*Entire Agreement.*This Agreement,the Noncompetition Agreement, the Stock Plan and the META Group, Inc.Incentive Stock Option Agreement constitute the entire agreement between theCompany and the Executive with respect to the terms and conditions of theExecutive’s employment with the Company and supersede and cancel all priorcommunications, agreements and understandings, written or oral, between theExecutive and the Company with respect to the terms and conditions of theExecutive’s employment with the Company, including the Amended and RestatedEmployment Agreement dated March 1, 2002.

 

9.6.*Counterparts.*This Agreement maybe executed in counterparts, each of which shall be original and all of whichtogether shall constitute one and the same instrument.

 

9.7.*Governing Law.*This Agreement,the employment relationship contemplated herein and any claim arising from suchrelationship, whether or not arising under this Agreement, shall be governed byand construed in accordance with the internal laws of the State of Connecticutwithout giving effect to any choice or conflict of laws provision or rulethereof, and this Agreement shall be deemed to be performable in such State.

 

9.8.*Consent to Jurisdiction.*TheExecutive, by his execution hereof, hereby irrevocably submits to the exclusivejurisdiction of the state or federal courts of the State of Connecticut for thepurpose of any claim or action arising out of or based upon this Agreement, theExecutive’s employment with the Company and/or termination thereof, or relatingto the subject matter hereof, and agrees not to commence any such claim oraction other than in the above-named courts.

 

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**IN WITNESS WHEREOF**,this Agreement has been executed by the Company, by its duly authorizedrepresentative, and by the Executive, as of the date first above written.

 
|   | **META GROUP, INC.**                      |
|--------|------------------------------------------------|
|   |                                           |   |
|   | By:                                            | /s/  ALFRED  J. AMOROSO |   |
|   | Name:  Alfred J Amoroso                        |
|   | Title:  President and Chief Executive  Officer |
|   |                                           |   |
|   | **THE EXECUTIVE**                              |
|   |                                           |
|   | By:                                            | /s/  JOHN  A. PIONTKOWSKI |   |
|   |                                           | John  A. Piontkowski |
|   |                                           |
|   | ADDRESS:                                       | 6  November Trail |
|   |                                           | Weston,  CT 06883 |
|        |                                                |  |  |  |

 

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