**Exhibit 10.13**

 

**AMENDMENT No. 1toNon-Qualified Stock Option Agreement**

 

This Amendment No. 1(“Amendment”) is entered into as of July 31, 2002 (the “Amendment EffectiveDate”) between Howard Rubin as Rubin (“Optionee”) and META Group, Inc.(“Company”). Terms not otherwise defined in this Amendment shall have the samemeaning ascribed to them in the Non-QualifiedStock Option Agreement of October 27, 2000 (the “NQSOA”).

 

For good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged,Optionee and Company (the “Parties”) hereby agree to amend the NQSOA asfollows:

 

Definition used in thisAmendment:

“Option” shall mean the optionthat is the subject of the NQSOA, being the option to purchase a maximum of100,000 shares of the Company’s Common Stock, $.01 par value at the price of$9.56 per share, all pursuant to the NQSOA.

 

“Direct Margin Targets”, “NetBillings Target”, “META Measurements” and “Division” shall have the samemeaning ascribed to them in the Amendment to the Asset Purchase Agreement datedOctober 27, 2000 (the “Agreement”) executed simultaneously with this Amendment.

 

1. Section 3 is deleted andreplaced with the following:

 

**“3.**                               **Vesting of Options if BusinessRelationship Continues.** If the Optionee continues to serve the Company or any RelatedCorporation in the capacity of an employee, officer, director or consultant(such service is described herein as maintaining or being involved in a“Business Relationship with the Company”), then vesting of the Options  (granted under the Option) shall be asfollows:

 

Twenty percent (20%) of theOptions vested on the Closing Date; an additional twenty percent (20%) of theOptions vested on or about the first anniversary of the Closing Date; anadditional fifteen percent (15%) of the Options shall vest on or about thesecond anniversary of the Closing Date, and an additional five percent (5%) ofthe Options shall vest on or about October 27, 2007, if, but only if, (x) Rubincontinues to be employed by the Company, and (y) the Division achieves eightypercent (80%) of the combined revenue and profitability milestones as specifiedin the Revised Exhibit A for the calendar year prior to each such anniversaryvesting date.

 

An additional eight percent(8%) of the Options shall vest on each of the third, fourth, fifth, sixth andseventh anniversaries of the Closing Date, if, but only if, Rubin continues tobe employed by the Company, and META Measurements achieves eightypercent (80%) of the Net Billings Target (89% for CY 2002 only) and ninety-fivepercent (95%)

 

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of the Direct Margin Targets,each as specified in the revised Exhibit A to the Asset Purchase Agreementbetween Rubin and the Company, dated October 27, 2000, as such Exhibit has beenamended with an effective date even with the date hereof “Revised Exhibit A”),for the calendar year prior to each such anniversary vesting date. Indetermining whether eighty percent (80%) of such Net Billings Target andninety-five percent (95%) of such Direct Margin Targets, each as specified inRevised Exhibit A, have been achieved, Net Billings generated by Rubin shall notinclude credits (as referenced in paragraph 3 of Exhibit A) from the Buyer forany work brought to the Company by Rubin which is to be fulfilled eitherinternally through Company employees or externally through outside consultantuse.

 

Any portion of the Options thathas not become exercisable, in accordance with the first sentence of thisSection, as a result of the failure to achieve the applicable performance goalsset forth in Exhibit A or Revised Exhibit A, shall become exercisable on thefifth business day preceding the seventh year anniversary of the date of thisAgreement if the Optionee has continued to maintain or be involved in aBusiness Relationship with the Company or any Related Corporation on suchdate.  Notwithstanding the foregoing, inaccordance with and subject to the provisions of the Plan, the CompensationCommittee of the Company may, in its discretion, accelerate the date that anyinstallment of the Options becomes exercisable.  The foregoing rights are cumulative and (subject to Sections 4 or5 hereof if the Optionee ceases to maintain or be involved in a BusinessRelationship with the Company or any Related Corporations) may be exercised upto and including the date that is seven years from the date the Option isgranted.”

 

2. In the event of anyinconsistency between the terms of this Amendment and the terms of the NQSOA,this Amendment shall take precedence.

 

3. Except as expressly amendedas set forth herein, the NQSOA shall remain in full force and effect inaccordance with its terms.

 

4. This Amendment may beexecuted in several counterparts, all of which taken together shall constituteone single agreement of the parties.

 

IN WITNESS WHEREOF, the Companyand the Optionee have caused this instrument to be executed as of the datefirst above written.

 
| **Optionee: Howard Rubin**                                                                 |    | **META Group, Inc.  208 Harbor DriveStamford, Connecticut 06912** |
|--------------------------------------------------------------------------------------------|---------|-------------------------------------------------------------------|
| /s/ Howard Rubin                                                                           |
|                                                                                       |    | By:                                                               | /s/ John A.  Piontkowski |   |
| Print Name  of Optionee: Howard Rubin                                                      |    | Date:                                                             | 7/31/02 |   |
|                                                                                       |    |                                                              |
| Street  Address    450 Long Ridge Road                                      |    |                                                              |
|                                                                                       |    |                                                              |
| Pound Ridge,  NY 10576                                                                     |    |                                                              |
| City      State      Zip  Code |    |                                                              |
| Date:                                                                                      | 7/31/02 |                                                              |   |
|                                                                                            |         |                                                                   |  |  |  |  |

 

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