## **Exhibit 10.3**

## ** **

 

## **META GROUP, INC.INCENTIVE STOCK OPTION AGREEMENT**

 

 

META Group, Inc., a Delaware Corporation (the “Company”), hereby grantsas of September 11, 2001 to you (the “Employee”), an option to purchase shares(the “Option Shares”) of its Common Stock, $.01 par value (“Common Stock”), atthe price of **$**2.00 pershare.  The quantity of Option Sharesgranted and vesting schedule is defined on the cover page, hereof.  The Option Shares are granted on thefollowing terms and conditions:

 

                **1.**             **Grant Under Second Amended andRestated 1995 Stock Plan.** This option is granted pursuant to and is governed by the Company’sSecond Amended and Restated 1995 Stock Plan (the “Plan”) and, unless thecontext otherwise requires, terms used herein shall have the same meaning as inthe Plan.  Determinations made inconnection with this option pursuant to the Plan shall be governed by the Planas it exists on this date.

 

                **2.**             **Grant as Incentive Stock Option;Other Options.** Thisoption is intended to qualify as an incentive stock option underSection 422 of the Internal Revenue Code of 1986, as amended (the“Code”).  This option is in addition toany other options heretofore or hereafter granted to the Employee by theCompany or any Related Corporation (as defined in the Plan), but a duplicateoriginal of this instrument shall not effect the grant of another option.

 

                **3.             Vesting of Option if EmploymentContinues; Acceleration on Change of Control.**

 

                (a)           Subjectto Section 3(b), if the Employee has continued to be employed by the Company orany Related Corporation through the dates listed under the column entitled“Full Vest” on the cover page hereof, the Employee may exercise this option forthe number of shares of Common Stock set opposite the applicable date.

 

                (b)           In addition to the foregoing butsubject to Section 4, if the Employee’s employment with the Company or anyRelated Corporation is terminated without Cause by the Company or any RelatedCorporation (including for such purpose any successor to the Company resultingfrom a Change of Control (as defined below)) during the one year periodfollowing the consummation of a Change of Control, then this option shallbecome exercisable for an additional number of Option Shares equal to thelesser of (i) 87,500 and (ii) the total number of Option Shares with respect towhich this option is not yet exercisable at the time of any suchtermination.  For the purposes of thisSection 3(b), “Change of Control” shall mean: (x) the sale of the Company by merger inwhich the shareholders of the Company in their capacity as such no longer own amajority of the outstanding equity securities of the Company (or itssuccessor); or (y) any sale of all or substantially all of the assets orcapital stock of the Company (other than in a spin-off or similar transaction)or (z) any other acquisition of the business of the Company, as determined bythe Board.

 

                (c)           Notwithstanding the foregoing, inaccordance with and subject to the provisions of the Plan, the Committee may,in its discretion, further accelerate the date that any installment of thisOption becomes exercisable.  Theforegoing rights are cumulative and (subject to Sections 4 or 5 hereof if theEmployee ceases to be employed by the Company and all Related Corporations) maybe exercised on or before the date which is ten years from the date this optionis granted. (Five years if Employee holds more than 10% of voting power.)

 

                **4.**             **Termination of Employment.**

 

                                **(a)**           **Termination Other Than for Cause:** If the Employee ceases to be employed by theCompany and all Related Corporations, other than by reason of death ordisability as defined in Section 5 or termination for Cause as defined inSection 4(c), no further installments of this option shall become exercisable,and this option shall terminate (and may no longer be exercised) after thepassage of 90 days from the Employee’s last day of employment, but in no eventlater than the scheduled expiration date. In such a case, the Employee’s only rights hereunder shall be thosewhich are properly exercised before the termination of this option.

                                **(b)**           **Termination for Cause: **If the employment of the Employee isterminated for Cause (as defined in Section 4(c)), this option shall terminateupon the Employee’s receipt of written notice of such termination and shallthereafter not be exercisable to any extent whatsoever.

 

                                **(c)**           **Definition of Cause: **“Cause” means conduct involving one ormore of the following: (i) the substantial and continuing failure of theEmployee, after notice thereof, to render services to the Company or RelatedCorporation in accordance with the terms or requirements of his or heremployment; (ii) disloyalty, gross negligence, willful misconduct,dishonesty or breach of fiduciary duty to the Company or Related Corporation; (iii) thecommission of an act of embezzlement or fraud; (iv) deliberate disregardof the rules or policies of the Company or Related Corporation which results indirect or indirect loss, damage or injury to the Company or RelatedCorporation; (v) the unauthorized disclosure of any trade secret orconfidential information of the Company or Related Corporation; or(vi) the commission of an act which constitutes unfair competition withthe Company or Related Corporation or which induces any customer or supplier tobreach a contract with the Company or Related Corporation.

 

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

 

                                **(a)**  **Death:** If the Employee dies while in the employ of the Company or any RelatedCorporation, the Employee’s estate, personal representative or beneficiary towhom this option has been assigned pursuant to Section 9 hereof mayexercise this option, to the extent this option is otherwise exercisable on thedate of the Employee’s death, at any time within one year after the date ofdeath, but not later than the scheduled expiration date.

 

                                **(b)  Disability:**  If the Employee ceases to be employed by theCompany and all Related Corporations by reason of his or her disability (asdefined in the Plan), this option may be exercised, to the extent otherwiseexercisable on the date of the termination of his or her employment, at anytime within 180 days after such termination, but not later than thescheduled expiration date.

 

**                                (c)  Effect of Termination: **At the expiration of the180-day period provided in paragraph (a) or (b) of this Section 5 or thescheduled expiration date, whichever is the earlier, this option shallterminate (and shall no longer be exercisable) and the only rights hereundershall be those as to which the option was properly exercised before such termination.

 

**                6.             Partial Exercise. **This option may be exercised in part at anytime and from time to time within the above limits, except that this option maynot be exercised for a fraction of a share unless such exercise is with respectto the final installment of stock subject to this option and cash in lieu of afractional share must be paid, in accordance with Paragraph 13(G) of the Plan,to permit the Employee to exercise completely such final installment.  Any fractional share with respect to whichan installment of this option cannot be exercised because of the limitationcontained in the preceding sentence shall remain subject to this option andshall be available for later purchase by the Employee in accordance with theterms hereof.

 

**                7.**             **Payment of Price. **(a) The option price shall be paidin 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 and substance to the Company of a sufficient amount of the proceedsfrom the sale of the Option Shares and an instruction to the broker or sellingagent to pay that amount to the Company; or

 

                                           (iv)   by any combination of the foregoing.

 

                                **(b)**           **Limitations on 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)**           **Permitted Payment by Recourse Note:**  In addition, if this paragraph is initialedbelow by the person signing this Agreement on behalf of the Company, the optionprice may be paid by delivery of the Employee’s three-year personal recoursepromissory note bearing interest payable not less than annually at theapplicable Federal rate, as defined in Section 1274(d) of the Code.

 

                                                                __________

                                                                (initials)

 

                **8.**             **Method of Exercising Option. **Subject to the terms and conditions ofthis Agreement, this option may be exercised by written notice to the Companyat its principal executive office, or to such transfer agent as the Companyshall designate.  Such notice shallstate the election to exercise this option and the number of Option Shares forwhich it is being exercised and shall be signed by the person or persons soexercising this option.  Such noticeshall be accompanied by payment of the full purchase price of such shares, andthe Company shall deliver a certificate or certificates representing suchshares as soon as practicable after the notice is received.  Such certificate or certificates shall beregistered in the name of the person or persons so exercising this option (or,if this option shall be exercised by the Employee and if the Employee shall sorequest in the notice exercising this option, shall be registered in the nameof the Employee and another person jointly, with right of survivorship).  In the event this option is exercised,pursuant to Section 5 hereof, by any person or persons other than theEmployee, such notice shall be accompanied by appropriate proof of the right ofsuch person or persons to exercise this option.

 

                **9.**             **Option Not Transferable. **This option is not transferable orassignable except by will or by the laws of descent and distribution.  During the Employee’s lifetime, only theEmployee may exercise this option.

 

                **10.**          **No Obligation to Exercise Option. **The grant and acceptance of this optionimposes no obligation on the Employee to exercise it.

 

                **11.**          **No Obligation to Continue Employment. **Neither the Plan, this Agreement, northe grant of this option imposes any obligation on the Company or any RelatedCorporation to continue the Employee in employment.

 

                **12.**          **No Rights as Stockholder until Exercise. **The Employee shall have no rights as astockholder with respect to the Option Shares until such time as the Employeehas exercised this option by delivering a notice of exercise and has paid infull the purchase price for the shares so exercised in accordance withSection 8.  Except as is expresslyprovided in the Plan with respect to certain changes in the capitalization ofthe Company, no adjustment shall be made for dividends or similar rights forwhich the record date is prior to such date of exercise.

                **13.**          **Capital Changes and Business Successions. **The Plan contains provisions coveringthe treatment of options in a number of contingencies such as stock splits andmergers.  Provisions in the Plan foradjustment with respect to stock subject to options and the related provisionswith respect to successors to the business of the Company are hereby madeapplicable hereunder and are incorporated herein by reference.

 

                **14.**          **Early Disposition. **The Employee agrees to notify theCompany in writing immediately after the Employee transfers any Option Shares,if such transfer occurs on or before the later of (a) the date two yearsafter the date of this Agreement or (b) the date one year after the datethe Employee acquired such Option Shares. The Employee also agrees to provide the Company with any informationconcerning any such transfer required by the Company for tax purposes.

 

**15.          WithholdingTaxes.**  If theCompany or any Related Corporation in its discretion determines that it isobligated to withhold any tax in connection with the exercise of this option,or in connection with the transfer of, or the lapse of restrictions on, anyCommon Stock or other property acquired pursuant to this option, the Employeehereby agrees that the Company or any Related Corporation may withhold from theEmployee’s wages or other remuneration the appropriate amount of tax.  At the discretion of the Company or RelatedCorporation, the amount required to be withheld may be withheld in cash fromsuch 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-up Agreement.** The Employee agrees that in connection withan underwritten public offering of Common Stock, upon the request of theCompany or the principal underwriter managing such public offering, this Optionand the Option Shares may not be sold, offered for sale or otherwise disposedof without the prior written consent of the Company or such underwriter, as thecase may be, for at least 270 days after the effectiveness of the RegistrationStatement filed in connection with such offering, or such longer period of timeas the Board of Directors may determine if all of the Company’s directors andofficers agree to be similarly bound. The lock-up agreement established pursuant to this paragraph 16shall have perpetual duration.

 

                **17.**          **Arbitration.** Any dispute, controversy, or claim arising out of, in connectionwith, or relating to the performance of this Agreement or its termination shallbe settled by arbitration in the State of Connecticut, pursuant to the rulesthen pertaining of the American Arbitration Association.  Any award shall be final, binding andconclusive upon the parties and a judgment rendered thereon may be entered inany 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:**  All notices hereunder shall be in writing and shall be deemedgiven when sent by certified or registered mail, postage prepaid, returnreceipt requested, to the address set forth below.  The addresses for such notices may be changed from time to timeby written notice given in the manner provided for herein.

 

                                **(b)  Entire Agreement; Modification: **This Agreement constitutes theentire agreement between the parties relative to the subject matter hereof, andsupersedes all proposals, written or oral, and all other communications betweenthe parties relating to the subject matter of this Agreement.  This Agreement may be modified, amended orrescinded only by a written agreement executed by both parties.

 

                                **(c)  Severability: **The invalidity, illegality orunenforceability of any provision of this Agreement shall in no way affect thevalidity, legality or enforceability of any other provision.

                                **(d) Successors and Assigns:**This Agreement shall bebinding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns, subject to the limitations set forth inSection 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.

 

 

 

 

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

 

 

 

 

 

 

 

Effective September 11,2001, you have been granted a(n) Incentive Stock Option to buy One HundredSeventy Five Thousand (175,000) shares of META Group, Inc. (the Company) stockat $2.00 per share.

 

The total option price ofthe shares granted is $350,000.00.

 

Shares in each periodwill become exercisable on the date shown, subject to acceleration undercertain circumstances in accordance with Section 3.

 
| **Shares** |   | **Vest  Type** |   | **Full  Vest**     |   | **Expiration**     |   |
|------------|--------|----------------|--------|--------------------|--------|--------------------|--------|
| 43,750     |   | On Vest Date   |   | September 11, 2002 |   | September 11, 2011 |   |
| 43,750     |   | On Vest Date   |   | September 11, 2003 |   | September 11, 2011 |   |
| 43,750     |   | On Vest Date   |   | September 11, 2004 |   | September 11, 2011 |   |
| 43,750     |   | On Vest Date   |   | September 11, 2005 |   | September 11, 2011 |   |

 

 

 

 

**By your signature and theCompany’s signature below, you and the Company agree that these options aregranted under and governed by the terms and conditions of the Company’s StockOption Plan as amended and the Option Agreement, all of which are attached andmade a part of this document.**

 

 

 

 

 
|    /s/ Dale  Kutnick   |   |    September  11, 2001 |
|----------------------------------|--------|----------------------------------|
| META Group, Inc.                 |   | Date                             |
|                             |   |                             |
|                             |   |                             |
|                             |   |                             |
|    /s/  Michael Levine |   |    September  11, 2001 |
| Name:   Michael Levine      |   | Date                             |
|                             |   |                             |