**Exhibit 10.1**

**EMPLOYMENTAGREEMENT**

This Employment Agreement is made as ofSeptember 11, 2001 (the “Effective Date”), by and between MichaelLevine (the “Executive”) and META Group, Inc. and any of itssubsidiaries, divisions and affiliates, and its and their predecessors,successors and assigns (the “Company”).

**WHEREAS**, theCompany desires to retain the services of the Executive;

**WHEREAS**, theExecutive has certain experience and expertise that qualify him to provide theskills required by the Company;

**WHEREAS,**theExecutive desires to be employed by the Company;

**WHEREAS**, theExecutive and the Company deem it in their respective best interests to enterinto an agreement providing for the employment of the Executive as theCompany’s President, subject to the terms and conditions hereinafter set forth;and

**NOW, THEREFORE,** inconsideration of the foregoing and the agreements herein contained, the partieshereto hereby agree as follows:

1.             Employment. Subject to the terms and conditions set forth in this Agreement, theCompany offers and the Executive hereby accepts full-time employment, effectiveas of September 11, 2001 (such date being referred to herein as the “EffectiveDate”).

2.             Term. Subject to earlier termination as provided in Section 5 hereof,this Agreement shall continue for an indefinite term commencing on theEffective Date (“Term”) and shall be on an “at-will” basis, which meansthat either the Executive or a majority of the Company’s Board of Directors(the “Board”) may terminate the employment relationship and thisAgreement at any time, for any or no reason, with or without Cause (as definedbelow).

3.             Capacity and Performance.  During the term hereof, the Executive shallserve the Company as its President and/or in any other position that may beassigned to him by the Board.  TheExecutive shall report to the Company’s Board. For so long as he is President of the Company and not a member of theBoard, Executive shall have Board meeting attendance rights except forexecutive sessions of the Board and subject to the right of the Board torequest Executive to excuse himself from certain portions of suchmeetings.  The Executive shall complywith and perform, faithfully, diligently and to the best of his ability, suchdirections and duties in relation to the Company’s business and affairs as theBoard may from time to time vest in or request of him.  Such duties and responsibilities shallinclude, but not be limited to, responsibility for Sales, Marketing and ProductDevelopment.  The Executive shall devotesubstantially all of his business time, attention and energies to the Company’sbusiness and shall not engage in any other business activity (without theBoard’s written approval), whether or not for profit or other pecuniaryadvantage, that may conflict with the performance of his duties hereunder.

 

4.             Compensation and Benefits.  As compensation for the Executivesatisfactorily performing his duties and obligations hereunder to the Companyand subject to the provisions of Section 5, the Executive shall receive:

4.1.          Base Salary.  The Executive will receive his base salarypaid at a rate $24,166.66 per month, subject to any upward modificationresulting from his performance review as approved by the Compensation Committeeof the Board (at least annually) (the “Base Salary”).  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 a bi-weekly basis.

4.2.          Signing Bonus. On the Company’sfirst regularly scheduled payroll payment date immediately followingExecutive’s commencement of employment with the Company, Executive shall bepaid (i) a one-time signing bonus (“Signing Bonus”) in the amount of$48,333.32 (two months’ initial Base Salary) and (ii) reimbursement of allreasonable legal fees and expenses of Executive associated with the negotiationof this Agreement and related matters not to exceed $3,000; provided that, tothe extent permitted by applicable law, Executive shall be required to repaythe Signing Bonus to the Company in the event that during the first year afterthe Effective Date Executive terminates his employment with the Company or ifthe Company terminates his employment with the Company for Cause.  To the extent permitted by applicable law,the Executive agrees that the Company may offset amounts otherwise owed toExecutive to recover the Signing Bonus.

4.3           Performance Bonus. During theTerm hereof, the Executive will be eligible to receive an annual performancebonus in accordance with the following:

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**(a.)          Subject to Section 4.3(d), the targetbonus amount for the fiscal year ending December 31, 2002 is $290,000 based onachievement of 100% of specified goals set in advance by the CompensationCommittee of the Company’s Board (“Compensation Committee”), asestablished in their sole discretion after receiving recommendations frommanagement of the Company.  If in thedetermination of the Compensation Committee, Executive achieves between 70% and100% of the specified goals, except as set forth in Section 4.3(b), any bonusshall be prorated between $0 and $290,000. If in the determination of the Board, the Executive achieves less than70% of the specified goals, except as set forth in Section 4.3(b), the Executivewill receive no bonus.**

 

**(b.)          Subject to Section 4.3(d), theCompensation Committee guarantees a bonus of at least $145,000 for the fiscalyear ending December 31, 2002 (with the remainder, if any, to be determined bythe Compensation Committee in its sole discretion).**

**(c.)          Subject to Section 4.3(d), theCompensation Committee guarantees a bonus for the fiscal year ending December31, 2001 in an amount to be determined by the following formula:**

$290,000 x A/B, where A equates to the number of daysfrom the Effective Date through December 31, 2001 and B equates to 365 days.

 

(d.)          Theforegoing is subject to the Company’s bonus policy and will be paid, if at all,at the same time and in the same manner as bonuses for the comparable periodare paid to the Company’s other senior executive officers.  All bonus payments shall be payable inaccordance with the Company’s customary bonus practices as established ormodified from time to time.  IfExecutive is in compliance with the last sentence of this Section 4.3(d), theguaranteed bonuses set forth in Sections 4.3(b) and 4.3(c) shall be paidnotwithstanding anything to the contrary in the bonus policy or practices ofthe Company referred to in the immediately preceding two sentences of thisSection 4.3(d).  In addition, the bonuswhich may be paid, if at all, pursuant to (i) Section 4.3(a) and (b) shall besubject in all cases to Executive’s continued employment with the Companythrough December 31, 2002 and (ii) Section 4.3(c) shall be subject in all casesto Executive’s continued employment with the Company through December 31, 2001.

4.4.          Benefits.  During the Term hereof and subject to anycontribution therefor generally required of the Company, the Executive shall beeligible to participate in all employee benefits plans as from time to timeadopted by the Company and in effect for executives of the Company in similarpositions, with such eligibility commencing on a date no later than October 1,2001 (except with respect to participation in the Company’s Employee StockPurchase Plan, with respect to which the next enrollment period commences inDecember 2001).  Such participationshall be subject to (i) the terms of the applicable plan documents,(ii) generally applicable Company policies, and (iii) the discretionof the Company and/or the Board or any administrative or other committeeprovided for in or contemplated by such plan. The Company’s current plans and policies shall govern all otherbenefits.  The Company may alter,modify, add to, or delete its employee benefits plans and/or policies at anytime as the Company and/or the Board (and any committee thereof), in their solejudgment, determines to be appropriate.

4.5.          Business Expenses.  The Company shall pay or reimburse theExecutive for all reasonable business expenses incurred or paid by theExecutive in the performance of his duties and responsibilities hereunder,subject to (i) any expense policy set by the Company as may be modified fromtime to time, and (ii) such reasonable substantiation and documentationrequirements as may be specified by the Company from time to time.

4.6.          Relocation Expenses; Stipend forCommuting Expenses.  For any singlerelocation undertaken by Executive (during his employment with the Company andduring the two years after the Effective Date) to a location geographicallycloser to Stamford, Connecticut (or such other location that is the thencurrent-headquarters of the Company) than Executive’s current residence (the “Relocation”),Company will reimburse all normal and reasonable relocation costs to theExecutive including costs associated with the sale of his home and purchase ofa new home, moving of Executive’s cars and all household effects, includingpacking, moving, insurance, storage and unpacking.  The Executive shall use his best efforts to minimize the costs byobtaining, in each instance, terms which are as favorable as those which theExecutive would negotiate if he were to pay for such expenses directlyhimself.  Further, the Executive agreesto provide suitable and accurate documentation evidencing such costs incurred,and the Company shall provide reimbursement within a reasonable time after thereceipt of such documentation.  For theperiod beginning on the Effective Date and ending on the earlier of (a) the datewhich is two years after the Effective Date and (b) the date of the Relocation,Company will pay to Executive a stipend of $1,500 per month during hisemployment with the Company (which is intended to be used to defray commutingexpenses).

 

# **                               **4.7.          Equity.  Subject to theapproval of the Compensation Committee and the terms, conditions andrestrictions of the Stock Plan (as defined below) and the incentive stockoption agreement to be executed by the Executive and the Company attached as ExhibitA hereto (the “META Group, Inc. Incentive Stock Option Agreement”),the Company will grant the Executive an option to purchase 175,000 shares ofthe Company’s common stock granted as of the Effective Date at an exerciseprice per share equal to the fair market value on the Effective Date, with suchoptions granted as incentive stock options to the maximum extent possible.  If the Executive remains employed with theCompany as its President and is performing satisfactorily and in accordancewith his obligations under this Agreement, the Compensation Committee of theBoard will determine whether Executive will be granted any subsequent optionsto purchase Company common stock.

 

5.             Termination of Employment.  Notwithstanding the provisions of Section 2hereof, the Executive's employment and this Agreement shall terminate prior tothe expiration of the Term of this Agreement under the following circumstances:

5.1.          Death or Disability.  In the event of the Executive's death orDisability (as defined in Section 10B of the Amended and Restated 1995Stock Plan, as the same may be amended or amended and restated from time totime (the “Stock Plan”)) during the Term hereof, the Executive'semployment and this Agreement shall immediately and automatically terminate andthe Company shall pay to the Executive (or in the case of death, theExecutive's designated beneficiary or, if no beneficiary has been designated bythe Executive, his estate), any Base Salary and vacation earned but unpaidthrough the date of death or Disability. To the extent the Executive qualifies for either short term disabilityand/or long term disability insurance in accordance with the terms andconditions 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) Upon approval of amajority of the Board, the Board may terminate the Executive's employment andthis Agreement for Cause at any time during the Term hereof.  The Board and/or Company shall thereafterhave no further obligation or liability to the Executive relating to theExecutive's employment or this Agreement, other than Base Salary and vacationearned but unpaid through the date of termination.

 

(b) The following eventsor conditions shall constitute “Cause” for termination:  (i) the substantial and continuingfailure of the Executive, after notice thereof, to render services to theCompany or any Related Corporation (as that term is defined in the Stock Plan)in accordance with the terms or requirements of his employment;(ii) disloyalty, gross negligence, willful misconduct, dishonesty orbreach of fiduciary duty 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 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; or (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.

5.3.          Bythe Company other than for Cause.

(a.)          Upon approval of a majority of theBoard, the Board may terminate the Executive's employment and this Agreementother than for Cause at any time during the Term hereof.  In the event of such termination, theExecutive will be eligible for the following:

(i)            Acontinuation of his salary for six months to be paid at his Base Salary rate asof his termination date.  Any salarycontinuation payments shall be paid in accordance with the Company’s normalpayroll practice as modified from time to time.

(ii)           If Executive elects to continue medical insurancecoverage after his termination date in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Actof 1985 (“COBRA”), then the Company shall pay the portion of Executive'smonthly premium payments customarily paid by the Company for employees throughthe salary continuation period, or until Executive accepts other employment,whichever occurs first.  Thereafter,Executive will be responsible for any and all payments for the elected periodof continued health insurance coverage under COBRA.

(b.)          The Company’s obligation to pay any severance amount andbenefit hereunder shall be subject to and conditioned upon the Executive’sexecution of a comprehensive release of claims satisfactory to theCompany.  Such release willprovide for a 7-day revocation period if required by applicable law (the “RevocationPeriod”).  Notwithstanding theabove, if any severance payments or acceleration would otherwise be paid or betriggered on a date prior to the expiration of the Revocation Period, suchpayment or acceleration shall instead be paid/triggered on the business dayimmediately following the expiration of the Revocation Period (provided that norevocation right has been exercised by Executive).

5.4.          By the Executive.  If the Executive terminates this Agreementand/or his employment with the Company for any reason other than death orDisability, the Company shall have no further obligation or liability to theExecutive relating to the Executive’s employment or this Agreement, other thanfor any Base Salary and vacation earned but unpaid through the terminationdate.

 

6.             Effect of Termination.  The provisions of this Section 6 shall apply in the event oftermination of this Agreement and/or the Executive’s employment pursuant toSections 2 or 5.

6.1.          Payment in Full.  Payment by the Company to the Executive ofany Base Salary and other compensation amounts as provided and referencedherein shall constitute the entire obligation of the Company to the Executive,except that nothing in this Section 6.1 is intended or shall be construedto affect the rights and obligations of the Company, on the one hand, and theExecutive, on the other, with respect to any loans, stock warrants, stockpledge arrangements, option plans or other agreements to the extent said rightsor obligations survive the Executive’s termination of employment under theprovisions of documents relating thereto.

6.2.          Termination of Benefits.  Except for any right of continuation ofbenefits coverage to the extent provided by COBRA or other applicable law or asotherwise described herein, benefits shall terminate pursuant to the terms ofthe applicable 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 andBenefits.  If the Executive breacheshis obligations under this Agreement and/or the Employee Noncompetition,Nondisclosure and Developments Agreement referred to in Section 9 (the “NoncompetitionAgreement”), the Executive agrees that the Company may (i) immediatelycease payment of all compensation and benefits described in this Agreement and(ii) recover any severance payments (as referenced inSection 5.3(a)(i)-(ii)) paid by the Company to the Executive after thedate on which the Executive breached this Agreement or the Noncompetition Agreement,as applicable.  The Executive alsoagrees that the cessation and recovery of these payments shall be in additionto, and not as an alternative to, any other remedies at law or in equityavailable to the Company, including the right to seek specific performance oran injunction.

7.             Survival of Certain Provisions.  The obligations of the Executive under theNoncompetition Agreementexpressly survive any termination of the Executive’semployment, regardless of the manner of such termination, or termination ofthis Agreement.

8.             Withholding; Taxes.  All payments made by the Company under this Agreement shall besubject to and reduced by any federal, state and/or local taxes or otheramounts required to be withheld by the Company under any applicable law, andthe Company may withhold from any amounts payable to the Executive (includingany amounts payable to the Executive pursuant to this Agreement) in order tocomply with such withholding obligations.

9.             Other Agreements; Noncompetition Agreement.  The Executive confirms to the Company thatentering into this Agreement and his performance of the position and dutiesdescribed herein do not and will not breach any agreement entered into by theExecutive prior to employment with the Company.  The Executive has, or prior to the Effective Date will, providethe Company with a copy of any such agreements.  In addition, the Executive acknowledges that he will be requiredto sign the NoncompetitionAgreement as a condition of his employment with the Company.  A copy of such agreement has been madeavailable to the Executive and his counsel.

 

10.           Miscellaneous.

10.1.        Assignment.  The Executive shall not assign thisAgreement or any interest herein.  TheCompany may assign this Agreement.  Nosuch assignment shall be deemed a “termination” of the Executive’s employmentwithin the meaning of Section 5. This Agreement shall inure to the benefit of and be binding upon theCompany’s successors and assigns.

10.2         Severability.  In the event that any nonmaterial provisionof this Agreement is determined to be legally invalid, the affected provisionshall be stricken from the Agreement and the remaining terms of the Agreementshall be enforced so as to give effect to the intention of the parties to themaximum extent practicable.  In the eventthat any material provision of this Agreement is determined to be legallyinvalid by a court of competent jurisdiction, the parties hereto, uponreturning the consideration exchanged in executing this Agreement, maydiscontinue performance under this Agreement.

 

10.3.        Waiver;Amendment.  Any waiver by theCompany of a breach of any provision of this Agreement shall not operate or beconstrued as a waiver of any subsequent breach of such provision or any otherprovision hereof.  In addition, anyamendment to or modification of this Agreement or any waiver of any provisionhereof must be in writing and signed by the Company.

 

10.4.        Notices.  All notices, requests and othercommunications provided for by this Agreement shall be in writing and shall beeffective when delivered in person or four business days after being depositedin the mail of the United States, postage prepaid, registered or certified, andaddressed (a) in the case of the Executive, to the address set forthunderneath his signature to this Agreement or (b) in the case of theCompany, to the attention of the Board, with a copy to the CEO c/o META Group,Inc.; and/or to such other address as either party may specify by notice to theother.

10.5.        Entire Agreement.  This Agreement, the NoncompetitionAgreement, the Stock Plan and the META Group, Inc. Incentive Stock OptionAgreement constitute the entire agreement between the Company and the Executivewith respect to the terms and conditions of the Executive's employment with theCompany and supersede and cancel all prior communications, agreements andunderstandings, written or oral, between the Executive and the Company withrespect to the terms and conditions of the Executive's employment with theCompany.

10.6.        Counterparts.  This Agreement may be executed incounterparts, each of which shall be original and all of which together shallconstitute one and the same instrument.

10.7.        Governing Law.  This Agreement, the employment relationshipcontemplated herein and any claim arising from such relationship, whether ornot arising under this Agreement, shall be governed by and construed inaccordance with the internal laws of the State of Connecticut without givingeffect to any choice or conflict of laws provision or rule thereof, and thisAgreement shall be deemed to be performable in such State.

 

10.8.        Consent to Jurisdiction.  The Executive, by his execution hereof,hereby irrevocably submits to the exclusive jurisdiction of the state orfederal courts of the State of Connecticut for the purpose of any claimor action arising out of or based upon this Agreement, the Executive’semployment with the Company and/or termination thereof, or relating to thesubject matter hereof, and agrees not to commence any such claim or actionother than in the above–named courts.

 

**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/ Dale Kutnick |
|   |                  |   |
|   | Name:                 | Dale Kutnick |
|   |                  |   |
|   | Title:                | Chief Executive Officer and Chairman |
|   |                  |   |
|   |                  |   |
|   | **THE EXECUTIVE**     |
|   |                  |   |
|   | /s/ Michael Levine    |
|   | Michael Levine        |
|   |                  |   |
|   | ADDRESS:              | 1204 Timberbrook Drive |
|   |                  | Bedminster, NJ 07921 |
|   |                  |   |
|   |                  |   |
|        |                       |  |  |  |  |  |