**Exhibit10.5**

 

**SEVERANCE AGREEMENT**

 

This Severance Agreement (the “Agreement”) ismade and entered into as of this 31st day of July, 2002 (the “Effective Date”),by and between META Group, Inc., a Delaware corporation (the “Company”),and Dale Kutnick (the “Executive”).

 

**WHEREAS**, Executiveis employed by Company and possesses intimate and essential knowledge aboutCompany and its operations;

 

**WHEREAS**, in orderto induce Executive to provide assistance to a new Chief Executive Officer (“CEO”),Company agrees to provide certain payments and benefits to Executive subject tothe terms hereof and as stated herein, and Executive desires to be so induced;

 

**WHEREAS**, Companyand Executive desire to set forth in writing the terms and conditions of theiragreement with respect to Company’s provision of such payments and benefits;

 

**NOW, THEREFORE,** inconsideration of the mutual covenants and obligations herein contained, it ismutually agreed between the parties hereto as follows:

 

1.                                       Definitions.  As used in this Agreement, the followingterms shall have the meanings set forth herein:

 

a.             “Cause”shall mean conduct involving one or more of the following:

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### (i)             the Executive’s gross negligence orwillful misconduct which results in material financial detriment to the Company;

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### (ii)            breach of the Executive’s fiduciaryduty to the Company which results in material detriment to the Company;

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### (iii)           the Executive being charged orindicted for a felony relating to the business of the Company involving moralturpitude, embezzlement, fraud or dishonesty provided, however,in the event Executive is acquitted of such felony or the charges aredismissed, subject to all of the other provisions of this Agreement, atermination for Cause solely pursuant to this Section 1(a)(iii) that occurredin connection with such felony shall be deemed instead to be a terminationwithout Cause for the purposes of Section 5;

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### (iv)          the Executive’s deliberate disregardof the rules or policies of the Company which results in a material, financialloss, damage or injury to the Company (it being understood that the Companyacknowledges that Executive intends to take vacation time for all of August2002);

 

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### (v)           the Executive’s unauthorizeddisclosure of any trade secret or confidential information of the Company whichresults in material detriment to the Company;

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### (vi)          commission of an act by the Executivewhich constitutes unfair competition with the Company or which induces anycustomer or supplier to breach a contract with the Company, in each case onlyif such act results in a material detriment to the Company; or

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### (vii)         the Executive’s willful and materialbreach of this Agreement (other than as a result of incapacity due to death orDisability) and/or any other agreement described herein which results inmaterial financial detriment to Company.

 

b.              “Disability” shall be defined as inSection 10.B of the META Group, Inc. Second Amended And Restated 1995 StockPlan, as may be amended and restated from time to time (the “Stock Plan”)and is incorporated by reference herein.

 

2.                                       At-WillStatus.  Notwithstanding anyprovision of this Agreement, Executive is employed at-will, which means thatExecutive or the Company may terminate Executive’s employment at any time, withor without notice, for any or no reason, provided, however, thatthe Company may not terminate Executive’s employment (other than for Cause) orhis position as Chairman of the Board of Directors of the Company prior to thedate that is 30 days from the Effective Date; provided, further,that the foregoing shall be subject to the terms of Section 5 hereof.

 

3.                                       Transitionof Positions.  Effective as of thedate on which a replacement CEO ofthe Company is appointed, Executivewill resign from the positions of Chief Executive Officer and Acting Presidentof the Company and all duties associated with such positions.

 

4.                                       Salary,Bonus, Options, Stock Liquidity Rights and Attorneys’ Fees.

 

a.             Salary.  Executive’s base salary (“Base Salary”)may be modified at any time and from time to time by the Compensation Committeeof the Board of Directors of the Company, provided, however, that(x) no reduction of Base Salary may be made prior to the date that is 30 daysfrom the Effective Date and (y) any reduction of Base Salary shall be made onlyupon 10 days’ prior written notice to Executive.  For any period after the Effective Date during which Executiveremains employed with the Company hereunder, the Base Salary shall be payablein conformity with the Company’s customary payroll practices for executivecompensation as such practices may be modified from time to time.  Currently, executive salaries are paid on abi-weekly basis.

 

b.             SigningBonus.  On the first payroll datefollowing the Effective Date, the Company will pay Executive a lump sum bonusin the amount of $82,000 for executing this Agreement.

 

c.             2002Bonus.  The Company will pay atleast 50% of Executive’s 2002 Target Bonus amount for the fiscal year endingDecember 31, 2002, which shall be paid at the

 

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same time and in the same manner as Target Bonuses for the same timeperiod are generally paid to the Company’s senior executives (but in no eventlater than April 30, 2003).  The Executive’s “2002 Target Bonus,” andthe determination of whether to pay Executive more than 50% of the 2002 TargetBonus, shall be established by the Compensation Committee of the Board ofDirectors of the Company in its sole discretion; provided that theCompany shall not reduce the dollar amount of the 2002 Target Bonus currentlyin effect.

 

d.             Option Grant.  Subject to the terms, conditions andrestrictions of the Stock Plan and the Company’s standard non-qualified stockoption agreement, a form of which is attached hereto as Exhibit A, the Executive shall be granted an option as soonas practicable on or after August 9, 2002, but in any event within one weekthereof (the “Grant Date”), to purchase 50,000 shares of common stock,$.01 par value per share, of the Company, at an exercise price per share equalto the price of the Company’s common stock at the close of business onthe Grant Date, with such option granted as a non-qualified stock option.

 

e.             Amendment of Option Terms.  Simultaneouslywith the execution of this Agreement, the Company and the Executive will enterinto an agreement (or agreements) substantively in the form attached hereto as ExhibitB to amend the Executive’s currently outstanding options, including theoption grant described in Section 4(d) above, to purchase common stock, $.01par value per share, of the Company, to provide for accelerated vesting undercertain circumstances and an extension of the exercise period of such options(the “Option Amendment Agreement(s)”).

 

f.              StockLiquidity Rights for Purchased Shares and Vested Options. As soon as practicable after the execution ofthis Agreement, the Company and the Executive will enter into a registrationrights agreement substantively in the form attached hereto as Exhibit C(the “Registration Rights Agreement”).

 

g.             Attorneys’Fees.  Within 30 days of receipt ofan invoice therefor, the Company shall pay to counsel to Executive allreasonable legal fees incurred by Executive associated with the negotiation andexecution of this Agreement up to $4,000.00.

 

5.                                       SeveranceBenefits.  In the event Executive’semployment is terminated:

 

(x)                                   bythe Company without Cause,

 

(y)                                 inthe event of Executive’s death or Disability, or

 

(z)                                   onor after the date that is 30 days from the Effective Date and provided that nofacts or circumstances that would constitute Cause exist at such time, byExecutive for any reason, and,

 

in each case, theExecutive (or in the event of the Executive’s death or Disability, the executorof the Executive’s estate or the Executive’s guardian, as the case may be)executes a comprehensive release agreement in the form attached hereto as ExhibitD and the revocation period of such release expires without the Executivehaving exercised his revocation rights, the Company shall provide the followingseverance benefits, without duplication:

 

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a.             SalaryContinuation.  Subject to Section 8,the Company will pay Executive severance payments in the form of salarycontinuation at the Executive’s then current Base Salary rate for one (1) year;provided that if notice is given of a reduction of Base Salary pursuantto the proviso of Section 4(a) and Executive terminates his employment with theCompany during the 10-day period referenced in such section, for the sake ofclarity the reference to “then current Base Salary” in the first part of thissentence shall mean Executive’s Base Salary in effect immediately prior to thereduction that is the subject of the notice. Such severance payments shall be payable on a bi-weekly or other basisin conformity with the Company’s customary practices for executive compensationas such practices may be modified from time to time.

 

b.             TargetBonus.  Subject to Section 8, theCompany will pay Executive one hundred percent (100%) of Executive’s TargetBonus amount for the fiscal year in which Executive’s employment terminatesregardless of whether Executive or Company in fact attained the Target Bonusfor that year.  In the event theExecutive’s employment terminates in the fiscal year ending December 31, 2002,the bonus payment described in Section 4(c) hereof shall be credited againstthe payment described in this Section 5(b). The Target Bonus amount to be paid to the Executive under this Section5(b) shall be paid at the same time and in the same manner as Target Bonusesfor the same time period are paid to the Company’s senior executives.  TheExecutive’s “Target Bonus” shall be established by the CompensationCommittee of the Board of Directors of the Company in its sole discretion; provided,that if Target Bonus amounts established for 2003 or any future year are fordollar amounts less than that of the immediately preceding year (the “PriorYear”), the Compensation Committee of the Board of Directors shall giveExecutive at least 10 days’ prior written notice thereof before such lesseramount is set; and, for the purposes of calculating payments to be made underthis Section 5(b) after a termination by Executive pursuant to Section 5(z)during the 10-day period referenced in this sentence, notwithstanding the firstsentence hereof payments made pursuant to such sentence shall not be less than100% of Executive’s Target Bonus amount payable with respect to the Prior Year.

 

c.             Health Insurance.  In the event the Executive elects, pursuant to theConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to continue coverage under the Company’sgroup medical and/or dental plans after the termination of his employment, theCompany will pay the premiums for such COBRA coverage for the shorter period of(x) one year or (y) until the date upon which the Executive’s eligibility forCOBRA coverage ceases.  Thereafter,Executive shall be solely responsible for timely payment of COBRA premiums.

 

6.                                       TerminationFor Cause.  Subject to Section 8, ifExecutive’s employment is terminated at any time for Cause or any othertermination of Executive’s employment other than those entitling Executive tothe benefits set forth under Section 5, Executive shall not be entitled to, andshall not receive, any severance benefits under this Agreement, but shall bepaid for all salary and for all accrued, but unused, vacation time earnedthrough the date of termination.

 

7.                                       Taxes.  All payments and benefits described in thisAgreement shall be subject to any and all applicable federal, state and localwithholding, payroll, income and other taxes.

 

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8.                                       PaymentsUpon Dispute.

 

a. Subject to the other provisions of this Section 8,if the Executive breaches Section 1 of his existing Employee Noncompetition,Nondisclosure and Developments Agreement (the “Noncompetition Agreement”)and/or materially breaches his obligations under the Noncompetition Agreement(other than Section 1) or this Agreement (each such case, a “Breach”)the Company may immediately cease payment to Executive of 50% of any severanceand other compensation and benefits described in this Agreement to whichExecutive is otherwise entitled hereunder but shall continue to make paymentsto the Executive of 50% of any severance and other compensation and benefitsdescribed in this Agreement to which Executive is otherwise entitled hereunder.

 

b. Subject to the other provisions of this Section 8,upon the Company’s termination of Executive where the Company asserts that suchtermination has been for Cause, the Company (x) nevertheless agrees that itwill pay Executive 50% of all payments that Executive would otherwise beentitled to receive under Sections 5(a)-(c) hereof if Executive’s employmentwith the Company had been terminated without Cause and (y) shall be entitled towithhold from payment to Executive 50% of all payments that Executive wouldotherwise be entitled to receive under Sections 5(a)-(c) hereof if Executive’semployment with the Company had been terminated without Cause.

 

c. Subject to the following two sentences, theCompany’s right to withhold payments and the agreement to continue payments toExecutive pursuant to Sections 8(a) and (b) shall be without duplication andshall continue until no later than the resolution of whether or not a Breach ora Cause event has occurred, as the case may be, by mutual agreement of theparties or an arbitration award issued in accordance with Section 13, whicheveris earlier (“Resolution”).  Uponthe occurrence of a Resolution that confirms a Breach or the existence ofCause, all amounts paid to Executive pursuant to such sections of thisAgreement (along with any other payments made by the Company to Executive afterthe date of the Breach, if applicable) shall be immediately returned byExecutive to the Company.  Upon theoccurrence of a Resolution that does not confirm such a Breach or existence ofCause, the Company shall within 5 business days make a lump sum payment toExecutive of all amounts it has withheld under Sections 8(a) or (b).

 

d.  For thesake of clarity, payments made pursuant to Sections 8(a) and 8(b) shall be madeat such times and on such terms (other than with respect to the percentages tobe paid) as are set forth in the applicable subsections of Section 4 and 5 hereunder;provided, however, that the term in Section 5 requiring a releaseagreement shall not require a release of any arbitration claim related to thebreach or Cause event giving rise to obligations under this Section 8.

 

9.                                       Survivalof Obligations.  The obligations ofthe Executive under the Noncompetition Agreement******expressly survive any termination of theExecutive’s employment, regardless of the manner of such termination, ortermination of this Agreement.

 

10.                                 Nondisparagement.  Except for communications solely to Boardmembers, Executive agrees not to make disparaging or otherwise detrimentalcomments to any person or entity concerning the Company, its officers,directors, trustees, employees, subsidiaries or affiliates; the products,services or programs provided or to be provided by the Company; the businessaffairs or the financial condition of the Company; or the circumstancessurrounding the

 

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Executive’semployment and/or termination of employment. The Company shall use commercially reasonable efforts to cause themembers of the Board of Directors of the Company not to make disparaging orotherwise detrimental comments to any third person or entity concerningExecutive or the circumstances surrounding the Executive’s employment and/ortermination of employment (it being understood that communications among solelyBoard members or at meetings of the Board or its committees at which only Boardmembers (and invited executive officers or agents of the Company (such ascounsel)) are present shall not constitute breach of this sentence).  Notwithstanding the foregoing, the partiesagree that this Section 10 shall not apply in connection with enforcing rightsunder this Agreement or as required by court order, law, rule, regulation orlegal process.

 

11.                                 Confidentiality.  Except as publicly disclosed by the Companyor as required by law, rule or regulation or pursuant to legal process,Executive agrees to maintain confidentiality concerning the dollar amount andall other terms of this Agreement, provided, however, thatExecutive may discuss or otherwise reveal the terms of this Agreement with hisimmediate family and accountants or attorneys when such disclosure is necessaryfor such accountants and attorneys to render professional services.  Prior to any such disclosure to Executive’saccountants or attorneys, Executive shall secure from such accountants orattorneys their agreement to maintain the confidentiality of such matters.  The Company may disclose the terms of thisAgreement and file this Agreement as required by law, rule, or regulation orpursuant to legal process.

 

12.                                 Resignation.  Upon termination of employment for anyreason, Executive shall immediately submit his written resignation from all ofhis (i) officer positions with the Company, (ii) officer and director (orequivalent) positions with any of the Company’s subsidiaries or affiliates and(iii) officer and director (or equivalent) positions with any entity withrespect to which the Company is an investor or a lender, and all dutiesassociated with such positions.

 

13.                                 GoverningLaw/Interpretation; Resolution of Disputes.  Executive and the Company agree that this Agreement and anyclaims arising out of or in connection with this Agreement shall be governed byand construed in accordance with the laws of the State of Connecticut and shallin all respects be interpreted, enforced and governed under the internal anddomestic laws of such State, without giving effect to the principles of conflictsof laws thereof.  Any claim arising outof or relating to any relationship between Executive and the Company or anytermination thereof, whether or not arising out of or relating to thisAgreement, shall be resolved by binding confidential arbitration, to be held inStamford, CT in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association then in effect.   The arbitration award shall be final and binding on the partiesand enforceable by either party in a court of competent jurisdiction in theState of Connecticut.  Exclusivejurisdiction over entry of judgment upon any arbitration award rendered shallbe in any court of appropriate subject matter jurisdiction in the State of Connecticutand the parties by this Agreement expressly subject themselves to the personaljurisdiction of said court for the entry of any such judgment, for theresolution of any dispute, action, or suit arising in connection with the entryof such judgment or to enforce the award as stated in the previoussentence.  The costs of the arbitrationshall be borne equally by the Company and the Executive and the person orentity against whom the arbitrator rules shall be responsible for promptlyreimbursing the other party for his or its

 

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reasonableattorneys’ fees incurred in connection with the arbitration (upon submission ofreasonable documentation therefor).

 

14.                                 EntireAgreement.  This Agreement shallconstitute the sole and entire agreement between the parties with respect tothe subject matter hereof, and supersedes and cancels all prior, concurrentand/or contemporaneous arrangements, understandings, promises, offers,agreements and/or discussions, including, but not limited to, those concerning****employmentagreements and/or severance benefits,****whether written (including, withoutlimitation, electronic mail) or oral, by or between the parties, regarding thesubject matter hereof; provided, however, that this Agreement isnot intended to, and shall not, supersede, affect, limit, modify or terminateany of the following, all of which shall remain in full force and effect inaccordance with their respective terms: (i) the Noncompetition Agreement; (ii) all option agreements; (iii) theOption Amendment Agreement(s); and (iv) the Registration Rights Agreement.

 

15.                                 Assignment.  Executive acknowledges that the services tobe rendered hereunder are unique and personal in nature.  Accordingly, Executive may not assign anyrights or delegate any duties or obligations under this Agreement.  The rights and obligations of the Companyunder this Agreement shall automatically be assigned to the successors andassigns of the Company, and shall inure to the benefit of, and be binding upon,such successors and assigns, as well as Executive’s heirs andrepresentatives.  The Company may notassign any rights or delegate any duties or obligations under this Agreementexcept to a person or entity that is an assignee or successor to its businessby merger, sale of all or substantially all of its assets, or otherwise.

 

16.                                 Notices.  All notices required hereunder shall be inwriting and shall be delivered in person, by facsimile or by certified orregistered mail, return receipt requested, and shall be effective upon sendingif by facsimile, or upon receipt if by personal delivery or certified orregistered mail.  All notices shall beaddressed as follows or to such other address as the parties may later providein writing:

 

if to the Company:   to theattention of the Chairman, Compensation Committee of the Board of Directors**,**METAGroup Inc., 208 Harbor Drive, Stamford, CT 06912

 

if to Executive:  at the home address specified on thesignature page of this Agreement.

 

17.                                 Severability/Reformation.  If any one or more of the provisions (or anypart thereof) of this Agreement shall be held invalid, illegal or unenforceablein any respect, the validity, legality and enforceability of the remainingprovisions (or any part thereof) shall not in any way be affected or impaired thereby,and this Agreement shall be construed and reformed to the maximum extentpermitted by law.  The language of allparts of this Agreement shall in all cases be construed as a whole according toits fair meaning and not strictly for or against either of the parties.

 

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18.                                 Modification.This Agreement and the rights, remedies and obligations contained in anyprovision hereof may be modified or waived only in accordance with thisSection 18.  No waiver by eitherparty of any breach by the other or any provision hereof shall be deemed to bea waiver of any later or other breach thereof or as a waiver of any otherprovision of this Agreement.  ThisAgreement and its terms may not be waived, changed, discharged or terminatedorally or by any course of dealing between the parties, but only by a writteninstrument signed by both parties

 

19.                                 Survivalof Obligations and Rights.  Therights and obligations contained herein shall survive the termination ofExecutive’s employment for any reason if so provided herein or if necessary ordesirable to fully accomplish the purposes of such provision.

 

20.                                 Counterparts.  This Agreement may be executed in two or more counterparts, eachof which shall be deemed to be an original, but all of which together shallconstitute one and the same instrument.

 

21.                                 Section Headings.  The descriptive section headings herein havebeen inserted for convenience only and shall not be deemed to define, limit, orotherwise affect the construction of any provision hereof.

 

**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**

 

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**IN WITNESS WHEREOF**, the parties hereto haveexecuted this Agreement as of the date and year first written above.

 
|   | META GROUP, INC.        |
|--------|-------------------------|
|   |                    |
|   |                    |
|   | By:                     | /s/ Michael  Simmons |   |
|   |                    |
|   | Title:                  | Compensation  Committee Chairman |   |
|   |                    |
|   |                    |
|   |                    |
|   | /s/  Dale Kutnick       |   |
|   | DALE KUTNICK            |
|   |                    |
|   |                    |
|   | 23 Sherman  Turnpike    |
|   | Redding, CT  06875 |
|        |                         |  |  |  |  |  |

 

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**Exhibit A**

 

**[FORMOF NON-QUALIFIED STOCK OPTION AGREEMENT]**

 

META Group, Inc., a Delaware Corporation (the“Company”), hereby grants as of        , 2001 to you (the “Optionee”),an option to purchase shares (the “Option Shares”) of its Common Stock, $.01par value (“Common Stock”), at the price of **$     **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.**                                      **GrantUnder Second Amended and Restated 1995 Stock Plan.**  This option is granted pursuant to and isgoverned by the Company’s Second Amended and Restated 1995 Stock Plan (the“Plan”) and, unless the context otherwise requires, terms used herein shallhave the same meaning as in the Plan. Determinations made in connection with this option pursuant to the Planshall be governed by the Plan as it exists on this date.

 

**2.**                                      **Grant asNon-Qualified Option; Other Options.**  This option shall be treated for federal income tax purposes as aNon-Qualified Option (rather than an incentive stock option). This option is inaddition to any other options heretofore or hereafter granted to the Optioneeby the Company or any Related Corporation (as defined in the Plan), but aduplicate original of this instrument shall not effect the grant of anotheroption.

 

**3.**                                      **Vestingof Option if Business Relationship Continues.**  If the Optionee continues to serve theCompany or any Related Corporation in the capacity of an employee, officer,director or consultant (such service is described herein as maintaining orbeing involved in a “Business Relationship with the Company”) through the dateslisted under the column entitled “Full Vest” on the cover page hereof, theOptionee may exercise this option for the number of shares of Common Stock setopposite the applicable date.

 

Notwithstanding the foregoing, in accordance with and subject to theprovisions of the Plan, the Committee may, in its discretion, accelerate thedate that any installment of this Option becomes exercisable.  The foregoing rights are cumulative and(subject to Sections 4 or 5 hereof if the Optionee ceases to maintain orbe involved with a Business Relationship the Company and all RelatedCorporations **[or dissolves during the term of the Business Relationship]**)may be exercised up to and including the date that is ten years from the datethis option is granted.

 

**4.**                                      **Terminationof Business Relationship.**

 

**(a)**           **TerminationOther****than****for****Cause****:**  If the Optionee’s Business Relationship with the Company and allRelated Corporations is terminated, other than by reason of death, disabilityor dissolution as defined in Section 5 or termination for Cause as definedin Section 4(c), no further installments of this option shall becomeexercisable, and this option shall terminate (and may no longer be exercised)after the passage of 90 days from the date the Business Relationship ceases,but in no event later than the scheduled expiration date.  In such a

 

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case, the Optionee’s only rights hereunder shall be those that areproperly exercised before the termination of this option.

 

**(b)**           **Terminationfor Cause: **If theOptionee’s Business Relationship with the Company is terminated for Cause (asdefined in Section 4(c)), this option shall terminate upon the Optionee’sreceipt of written notice of such termination and shall thereafter not beexercisable to any extent whatsoever.

 

**(c)**           **Definitionof Cause: **“Cause” meansconduct involving one or more of the following: (i) the substantial andcontinuing failure of the Optionee, after notice thereof, to render services tothe Company or Related Corporation in accordance with the terms or requirementsof the Optionee’s Business Relationship with the Company; (ii) disloyalty,gross negligence, willful misconduct, dishonesty or breach of fiduciary duty tothe Company or Related Corporation; (iii) the commission of an act ofembezzlement or fraud; (iv) deliberate disregard of the rules or policiesof the Company or Related Corporation which results in direct or indirect loss,damage or injury to the Company or Related Corporation; (v) theunauthorized disclosure of any trade secret or confidential information of theCompany or Related Corporation; or (vi) the commission of an act whichconstitutes unfair competition with the Company or Related Corporation or whichinduces any customer or supplier to break a contract with the Company orRelated Corporation.

 

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

 

**(a)**           **Death:**  If the Optionee is a natural person who dieswhile involved in a Business Relationship with the Company, the Optionee’sestate, personal representative or beneficiary to whom this option has beenassigned pursuant to Section 9 hereof may exercise this option, to theextent this option is otherwise exercisable on the date of the Optionee’sdeath, at any time within one year after the date of death, but not later thanthe scheduled expiration date.

 

**(b)**           **Disability:**  If the Optionee is a natural person whoseBusiness Relationship with the Company is terminated by reason of his or herdisability (as defined in the Plan), this option may be exercised, to theextent otherwise exercisable on the date the Business Relationship wasterminated, at any time within 180 days after such termination, but notlater than the scheduled expiration date.

 

**(c)**           **Effect ofTermination:**  At theexpiration of such 180-day period provided in paragraph (a) or (b) of thisSection 5 or the scheduled expiration date, whichever is the earlier, thisoption shall terminate (and shall no longer be exercisable) and the only rightshereunder shall be those as to which the option was properly exercised beforesuch termination.

 

**(d)**           **Dissolution:**  If the Optionee is a corporation,partnership, trust or other entity that is dissolved, is liquidated, becomesinsolvent or enters into a merger or acquisition with respect to which theOptionee is not the surviving entity, at a time when the Optionee is involvedin a Business Relationship with the Company, this option shall immediatelyterminate as of the date of such event (and shall thereafter not be exercisableto any extent whatsoever),

 

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and the only rights hereunder shall be those as to which this optionwas properly exercised before such dissolution or other event.

 

**6.**                                      **PartialExercise.**  This optionmay be exercised in part at any time and from time to time within the abovelimits, except that this option may not be exercised for a fraction of a shareunless such exercise is with respect to the final installment of stock subjectto this option and cash in lieu of a fractional share must be paid, inaccordance with Paragraph 13(G) of the Plan, to permit the Optionee toexercise completely such final installment. Any fractional share with respect to which an installment of this optioncannot be exercised because of the limitation contained in the precedingsentence shall remain subject to this option and shall be available for laterpurchase by the Optionee in accordance with the terms hereof.

 

**7.**                                      **Paymentof Price**.

 

**(a)**           **Form ofPayment:**  The optionprice shall be paid in the following manner:

 

(i)                  in cash or by check;

 

(ii)                 subject to paragraph 7(b)below, by delivery of shares of the Company’s Common Stock having a fair marketvalue (as determined by the Committee) equal as of the date of exercise to theoption price;

 

(iii)                by delivery of an assignmentsatisfactory in form****and substance to the Company of asufficient amount of the proceeds from the sale of the Option Shares and aninstruction to the broker or selling agent to pay that amount to the Company;or

 

(iv)                by any combination of theforegoing.

 

**(b)**           **Limitationson Payment by Delivery of Common Stock:**  If the Optionee delivers Common Stock heldby the Optionee (“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 Optionee 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 Optionee paidfor the Option Shares by delivery of Old Stock, in addition to any restrictionsor limitations imposed by this Agreement. Notwithstanding the foregoing, the Optionee may not pay any part of theexercise price hereof by transferring Common Stock to the Company unless suchCommon Stock has been owned by the Optionee free of any substantial risk offorfeiture for at least six months.

 

**(c)**           **PermittedPayment by Recourse Note:** In addition, if this paragraph is initialed below by the person signingthis Agreement on behalf of the Company, the option price may be paid bydelivery of the Optionee’s three-year personal recourse promissory note bearing

 

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interest payable not less than annually at the applicable Federal rate,as defined in Section 1274(d) of the Code.

 
|   |       |   |
|--------|------------|--------|
|   | (initials) |   |

 

**8.**                                      **Method ofExercising Option.** Subject to the terms and conditions of this Agreement, this option maybe exercised by written notice to the Company, at the principal executiveoffice of the Company, or to such transfer agent as the Company shalldesignate.  Such notice shall state theelection to exercise this option and the number of Option Shares for which itis being exercised and shall be signed by the person or persons so exercisingthis option.  Such notice shall beaccompanied by payment of the full purchase price of such shares, and theCompany shall deliver a certificate or certificates representing such shares assoon as practicable after the notice shall be received.   Such certificate or certificates shall beregistered in the name of the person or persons so exercising this option (or,if this option is exercised by the Optionee and if the Optionee shall sorequest in the notice exercising this option, shall be registered in the nameof the Optionee and another person jointly, with right of survivorship).  If any person or persons other than theOptionee exercises this option pursuant to Section 5 hereof, such noticeshall be accompanied by appropriate proof of the right of such person orpersons to exercise this option.

 

**9.**                                      **OptionNot Transferable.**  Thisoption is not transferable or assignable except by will or by the laws ofdescent and distribution or pursuant to a valid domestic relations order.  Except as set forth in the precedingsentence, during the Optionee’s lifetime, only the Optionee may exercise thisoption.

 

**10.**                               **NoObligation to Exercise Option.** The grant and acceptance of this option imposes no obligation on theOptionee to exercise it.

 

**11.**                               **NoObligation to Continue Business Relationship.**  Neither the Plan, this Agreement, nor thegrant of this option imposes any obligation on the Company or any RelatedCorporation to continue to maintain a Business Relationship with the Optionee.

 

**12.**                               **No Rightsas Stockholder until Exercise.** The Optionee has no rights as a stockholder with respect to the OptionShares until such time as the Optionee has exercised this option by deliveringa notice of exercise and has paid in full the purchase price for the number ofshares for which this option is to be so exercised in accordance with Section9.  Except as is expressly provided inthe Plan with respect to certain changes in the capitalization of the Company,no adjustment shall be made for dividends or similar rights for which therecord date is prior to such date of exercise.

 

**13.**                               **CapitalChanges and Business Successions.**  The Plan contains provisions covering the treatment of options ina number of contingencies such as stock splits and mergers.  Provisions in the Plan for adjustment withrespect to stock subject to options and the related provisions with respect tosuccessors to the business of the Company are hereby made applicable hereunderand are incorporated herein by reference.

 

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**14.**                               **WithholdingTaxes.**  If the Company orany Related Corporation in its discretion determines that it is obligated towithhold any tax in connection with the exercise of this option, or inconnection with the transfer of, or the lapse of restrictions on, any CommonStock or other property acquired pursuant to this option, the Optionee herebyagrees that the Company or any Related Corporation may withhold from theOptionee’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 other propertyotherwise deliverable to the Optionee on exercise of this option.  The Optionee further agrees that, if theCompany or Related Corporation does not withhold an amount from the Optionee’swages or other remuneration sufficient to satisfy the withholding obligation ofthe Company or Related Corporation, the Optionee shall make reimbursement ondemand, in cash, for the amount underwithheld.

 

**15.**                               **Lock-upAgreement.** The Employeeagrees that in connection with an underwritten public offering of Common Stock,upon the request of the Company or the principal underwriter managing suchpublic offering, this Option and the Option Shares may not be sold, offered forsale or otherwise disposed of without the prior written consent of the Companyor such underwriter, as the case may be, for at least 270 days after theeffectiveness of the Registration Statement filed in connection with suchoffering, or such longer period of time as the Board of Directors may determineif all of the Company’s directors and officers agree to be similarly bound.  The lock-up agreement established pursuantto this paragraph 16 shall have perpetual duration.

 

**16.**                               **Arbitration.** Any dispute, controversy, or claimarising out of, in connection with, or relating to the performance of thisAgreement or its termination shall be settled by arbitration in the State ofConnecticut, pursuant to the rules then pertaining of the American ArbitrationAssociation.  Any award shall be final,binding and conclusive upon the parties and a judgment rendered thereon may beentered in any court having jurisdiction thereof.

 

**17.**                               **Provisionof Documentation to Employee**. By signing this Agreement the Optionee acknowledges receipt of a copy ofthis Agreement and a copy of the Plan.

 

**18.**                               **Miscellaneous.**

 

**(a)** **Notices:**  All notices hereunder shall be in writingand shall be deemed given when sent by certified or registered mail, postageprepaid, return receipt requested, to the address set forth below.  The addresses for such notices may bechanged from time to time by written notice given in the manner provided forherein.

 

**(b)** **EntireAgreement; Modification:** This Agreement constitutes the entire agreement between the partiesrelative to the subject matter hereof, and supersedes all proposals, written ororal, and all other communications between the parties relating to the subjectmatter of this Agreement.  ThisAgreement may be modified, amended or rescinded only by a written agreementexecuted by both parties.

 

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**(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)** **Successorsand Assigns:** This Agreement shall be binding upon and inure tothe benefit of the parties hereto and their respective successors and assigns,subject to the limitations set forth in Section 9 hereof.

 

**(e)**  **Governing Law:**  This Agreement shall be governed by andinterpreted in accordance with the laws of the State of Delaware, withoutgiving effect to the principles of the conflicts of laws thereof.  The preceding choice of law provision shallapply to all claims, under any theory whatsoever, arising out of therelationship of the parties contemplated herein.

 

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**Exhibit B**

 

**AMENDMENT**

**TO**

**OPTION AGREEMENTS**

 

This AMENDMENT is entered into as of July 31, 2002(the “Amendment”) by and between META Group, Inc., a Delaware corporation (the“Company”), and Dale Kutnick (“Kutnick”).

 

WHEREAS, the Company and Kutnick have entered into aSeverance Agreement dated as of the date hereof that sets forth the terms andconditions of their agreement with respect to META’s provision of certainpayments and benefits to Kutnick (the “Severance Agreement”);

 

WHEREAS, the Company and Kutnick wish to amend theterms of all stock options held by Kutnick as of the date hereof and the stockoption agreements related thereto, including but not limited to thoseagreements listed on Exhibit A hereto (each an “Option Agreement” andcollectively the “Option Agreements”);

 

NOW, THEREFORE, in consideration of these premises andthe mutual agreements, provisions and covenants contained in this Agreement andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Company and Kutnick agree as follows:

 

1.                                       Theterm “Agreement” as used in each Option Agreement shall be deemed to refer toeach Option Agreement as amended hereby.

 

2.                                       Section3 of each Option Agreement is hereby amended to read in its entirety asfollows:

 

Vesting of Option ifEmployment Continues; Acceleration on Certain Events.

 

(a)           Subjectto Section 3(b), if the Employee has continued to be employed by the Company orany Related Corporation through the relevant vesting dates as set forth herein,the Employee may exercise this option for the number of shares of Common Stockwhich have vested as of such date.

 

(b)           Inaddition to the foregoing, but subject to Section 4, (i) if the Employee’semployment with the Company and all Related Corporations is terminated (x) bythe Company without “Cause” (as defined in the Severance Agreement between theCompany and Employee dated as of July 31, 2002 (the “Severance Agreement”)),(y) in the event of the Employee’s death or Disability, or (z) on or after thedate that is 30 days from the Effective Date (as defined in the SeveranceAgreement) and provided that no facts or circumstances that would constitute

 

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Cause then exist, by Employee for any reason, and,in each case, the Employee (or in the event of the Employee’s death orDisability, the executor of the Employee’s estate or the Employee’s guardian,as the case may be) executes the Release attached as Exhibit D to theSeverance Agreement (the “Release Agreement”) and the revocation period of suchRelease Agreement has expired without the Employee having exercised hisrevocation rights, or (ii) upon a “Change of Control” (as defined below), then,in each case, this option shall become exercisable for an additional number ofOption Shares, if any, equal to the total number of Option Shares with respectto which this option is not yet exercisable at the time of any such terminationor Change of Control, as the case may be.

 

(c)           Notwithstandingthe foregoing, in accordance with and subject to the provisions of the Plan,the Committee may, in its discretion, further accelerate the date that anyinstallment of this Option becomes exercisable.  The foregoing rights are cumulative and (subject to Sections 4 or5 hereof if the Employee ceases to be employed by the Company and all RelatedCorporations) may be exercised on or before the date which is five years fromthe date this option is granted.

 

(d)           “Changeof Control” shall mean:  (i) the sale ofthe Company by merger, exchange, tender offer or similar transaction in whichthe shareholders of the Company in their capacity as such no longer own amajority of the outstanding equity securities of the Company (or itssuccessor); (ii) any sale of all or substantially all of the assets or capitalstock of the Company (other than in a spin-off or similar transaction) or (iii)any other acquisition of the business of the Company, as determined by theBoard in its sole discretion.

 

3.                                       Section4 of each Option Agreement is hereby amended to read in its entirety asfollows:

 

Termination of Employment.

 

(a)           TerminationOther Than for Cause:  If theemployment of the Employee is terminated due to the Employee’s voluntaryresignation of his employment for any reason (other than a resignationspecified in subsection (i) of the next sentence), no further installments ofthis option shall become exercisable, and this option shall terminate (and mayno longer be exercised) after the passage of 90 days from the Employee’s lastday of employment, but in no event later than the scheduled expirationdate.  If the employment of the Employeeis terminated (i) due to the Employee’s voluntary resignation of his employmentfor any reason on or after the date that is 30 days from the Effective Date andprovided no facts or circumstances that would constitute Cause then exist or(ii) by the Company without Cause, in each case no further installments of thisoption shall become exercisable (other than as specified in Section 3(b)), andthis option shall terminate (and may no longer be exercised) after the passageof two years from the Employee’s last day of employment, but in no event laterthan the scheduled expiration date.

 

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In the foregoing cases,the Employee’s only rights hereunder shall be those that are properly exercisedbefore the termination of this option.

 

(b)           Terminationfor Cause or Breach of Severance Agreement:  Notwithstanding the provisions of Sections 3 and 4, if theemployment of the Employee is terminated for Cause or Employee breaches Section1 of the “Noncompetition Agreement” (as defined in the Severance Agreement)and/or materially breaches his obligations under the Noncompetition Agreement(other than Section 1) or the Severance Agreement, this option shall terminateupon the Employee’s receipt of written notice of such termination or breach andshall thereafter not be exercisable to any extent whatsoever.

 

4.                                       Section5 of each Option Agreement is hereby amended to read in its entirety asfollows:

 

Death; Disability.

 

(a)           Death:  If the Employee dies while in the employ ofthe Company or any Related Corporation, the Employee’s estate, personalrepresentative or beneficiary to whom this option has been assigned pursuant toSection 9 hereof may exercise this option, to the extent this option isotherwise exercisable on the date of the Employee’s death (taking into accountSection 3(b)), at any time within two years after the date of death, but notlater 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 such cessation of his or her employment (taking intoaccount Section 3(b)), at any time within two years after such cessation, butnot later than the scheduled expiration date.

 

(c)           Effectof Termination:  At the expirationof the two-year period provided in paragraph (a) or (b) of this Section 5 orthe scheduled 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 suchtermination.

 

5.                                       Kutnickacknowledges that this Amendment and/or the exercise of options to purchasecommon stock, $.01 par value per share, of the Company under any OptionAgreement may cause adverse tax consequences to Kutnick, including, withoutlimitation, the possibility that options originally granted as incentive stockoptions may cease to qualify as incentive stock options under Section 422 ofthe Internal Revenue Code of 1986, as amended, and that the Company maywithhold from Kutnick’s wages or other remuneration an amount of tax requiredto be withheld, if any, in connection with the exercise of such options.

 

6.                                       ThisAmendment shall be effective as of the date hereof and, except as set forthherein, the Option Agreements shall remain in full force and effect and shallbe otherwise unaffected hereby.

 

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7.                                       ThisAmendment may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the sameinstrument.

 

8.                                       ThisAmendment may be memorialized, at the Company’s option, as a separate amendmentto the Option Agreements or included in amended and restated Option Agreements.

 

**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be duly executed as of the day and year first above written.

 
|   | META GROUP, INC. |
|--------|------------------|
|   |             |
|   |             |
|   | By:              | /s/ Michael Simmons |   |
|   | Name:            | Michael Simmons |   |
|   | Title:           | Compensation Committee Chairman |   |
|   |             |
|   |             |
|   |             |
|   | /s/ Dale Kutnick |   |
|   | Dale Kutnick     |
|        |                  |  |  |  |  |  |  |

 

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Exhibit A:  Option Agreements

 

1.               Non-Qualified StockOption Agreement dated April 3, 1997 by and between Dale Kutnick and METAGroup, Inc.

 

2.               Incentive StockOption Agreement dated January 13, 1998 by and between Dale Kutnick and METAGroup, Inc.

 

3.               Non-Qualified StockOption Agreement dated January 13, 1998 by and between Dale Kutnick and METAGroup, Inc.

 

4.               Non-Qualified StockOption Agreement dated April 16, 1999 by and between Dale Kutnick and METAGroup, Inc.

 

5.               Non-Qualified StockOption Agreement dated April 16, 1999 by and between Dale Kutnick and METAGroup, Inc.

 

6.               Incentive StockOption Agreement dated April 6, 2000 by and between Dale Kutnick and METAGroup, Inc.

 

7.               Non-Qualified StockOption Agreement dated May 10, 2001 by and between Dale Kutnick and META Group,Inc.

 

8.               Non-Qualified StockOption Agreement dated September 24, 2001 by and between Dale Kutnick and METAGroup, Inc.

 

9.               Non-Qualified StockOption Agreement dated April 23, 2002 by and between Dale Kutnick and METAGroup, Inc.

 

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**Exhibit C**

 

# **REGISTRATION RIGHTSAGREEMENT**

 

This Registration Rights Agreement dated as of July31, 2002 (the “Agreement”) by and between META Group, Inc., a Delawarecorporation (“META”), and Dale Kutnick (“Kutnick”):

 

WITNESSETH:

 

WHEREAS, META and Kutnick have entered into aSeverance Agreement dated as of the date hereof that sets forth the terms andconditions of their agreement with respect to META’s provision of certainpayments and benefits to Kutnick (the “Severance Agreement”);

 

WHEREAS, subject to the terms and conditions set forthin this Agreement, Kutnick desires to have, and META is willing to grant toKutnick, certain rights to have registered for resale to the public (i) sharesof META’s common stock, $.01 par value per share (the “Common Stock”),owned by Kutnick or by Kutnick as custodian for Kyja Kutnick, Toren G. Kutnick orVaryk G. Kutnick and (ii) certain shares of Common Stock received by Kutnickpursuant to the exercise of options to purchase Common Stock;

 

NOW, THEREFORE, in consideration of these premises andthe mutual agreements, provisions and covenants contained in this Agreement andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, META and Kutnick agree as follows:

 

ARTICLE I

 

DEFINITIONS ANDEFFECTIVENESS

 

1.1                                 CommonDefinitions.  Unless otherwisedefined in this Agreement, capitalized terms used in this Agreement that aredefined in the Severance Agreement shall have the meanings assigned to them inthe Severance Agreement.

 

1.2                                 CertainDefinitions.  For purposes of thisAgreement, the following terms shall have the meanings set forth below:

 

“Holder” shall mean each of Kutnick or Kutnickas custodian for Kyja Kutnick, Toren G. Kutnick or Varyk G. Kutnick, providedthat each person continues to hold Registrable Shares, and all otherholders of Registrable Shares, provided that each such holder receivedsuch Registrable Shares in accordance with Section 2.8 hereof.

 

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“Registration Expenses” means the expensesincurred by META in complying with Section 2.1 hereof, including registrationand filing fees, securities exchange or market listing fees, printing expenses,fees and disbursements of counsel for META, state Blue Sky fees and expenses,and the expense of any special audits incident to or required by any suchregistration, but excluding any underwriting commissions, discounts andselling concessions and any stock transfer, issuance or other taxes and feesand expenses of counsel to any Holder, if any, in the case of such exclusions,relating to Registrable Shares.

 

“Registrable Shares” means any shares of CommonStock owned by Kutnick or by Kutnick as custodian for Kyja Kutnick, Toren G.Kutnick or Varyk G. Kutnick as of the date hereof and any additional registeredor unregistered shares received by Kutnick during the period for which theeffectiveness of a registration statement is required to be maintained inaccordance with Article II pursuant to (i) an exercise of stock options held byKutnick as of August 17, 2002, (ii) a receipt of a stock dividend on theRegistrable Shares, or (iii) a stock split or similar recapitalization of theCommon Stock pursuant to which additional shares are received in respect ofRegistrable Shares, provided, however, that Registrable Sharesshall not include any such shares of Common Stock that as of the date of thedetermination may be sold without limitation pursuant to Rule 144 underthe U.S. Securities Act of 1933, as amended (the “Securities Act”).

 

1.3                                 AdditionalDefinitions.  Each of the followingterms is defined in the Section set forth opposite such term:

 
| **Term**               |   | **Section** |   |
|------------------------|--------|-------------|--------|
|                   |   |        |   |
| Agreement              |   | Recitals    |   |
| Common Stock           |   | Recitals    |   |
| Effectiveness Date     |   | 1.4         |   |
| Kutnick                |   | Recitals    |   |
| META                   |   | Recitals    |   |
| Registration Statement |   | 2.1         |   |
| Release Agreement      |   | 1.4         |   |
| Securities Act         |   | 1.2         |   |
| Selling Stockholder(s) |   | 2.1         |   |
| Severance Agreement    |   | Recitals    |   |
| Termination Date       |   | 2.1         |   |

 

1.4                                 Effectiveness.  This Agreement shall not become effectiveuntil the date on which (i) Kutnick is no longer an employee of META or any ofMETA’s subsidiaries, (ii) Kutnick has executed a comprehensive release agreementin a form and of a scope acceptable to META (the “Release Agreement”)and (iii) the Release Agreement has become irrevocable (the “EffectivenessDate”).  Notwithstanding theforegoing, this agreement shall not become effective if Kutnick’s employment withMETA is terminated at any time for “Cause” (as defined in the SeveranceAgreement).

 

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ARTICLE II

 

REGISTRATIONRIGHTS

 

2.1                                 IncidentalRegistration.  If at any time on orafter the Effectiveness Date but prior to the Termination Date META proposes toregister any of its Common Stock under the Securities Act for sale to thepublic by META in a firm commitment underwritten primary public offering(except with respect to registration statements on Forms S-4, S-8 or their thenequivalents, the registration of shares to be offered solely for the account ofa person or persons other than META, the registration of shares to be issuedsolely in connection with an acquisition of an entity or business, the registrationof shares issuable solely upon the exercise of stock options, or theregistration of shares issuable solely pursuant to employee benefit plans),each such time it will give written, confidential notice to each Holder of itsintention so to do and such Holder hereby agrees to treat such informationconfidentially and not to disclose it to any person or entity until META sopublicly discloses it.  Upon the writtenrequest of each Holder to register his, her or its Registrable Shares, receivedby META within 10 days after the giving of any such notice by META, META willuse commercially reasonable efforts to cause the Registrable Shares as to whichregistration shall have been so requested to be included in the securities tobe covered by the registration statement proposed to be filed by META (the “RegistrationStatement”), provided, however, that META’s obligation toregister Registrable Shares pursuant to such a request shall be conditioned onthe requirements that (i) such Registrable Shares represent, in the aggregate,(a) at least $500,000 (based on the proposed maximum offering price per share)and (b) not more than 15% of the proposed maximum aggregate offering price whenconsidered together with the shares META intends to register on its behalf andon the behalf of non–Holders and (ii) META, in its sole discretion andfor any reason, does not withdraw such Registration Statement.  The number of Registrable Shares to beincluded in any such registration may be reduced in whole or in part (prior to anyreduction of the number of securities to be included in the RegistrationStatement held by any other persons who have contractual rights to include suchsecurities in the Registration Statement and as who have requested theinclusion of such securities in the Registration Statement) in the managingunderwriter’s sole discretion if and to the extent that the managingunderwriter shall be of the opinion that such inclusion would adversely affectthe marketing of the securities to be sold by META therein.  Notwithstanding the foregoing, the rightsgranted by META under this Section 2.1 shall terminate (the “TerminationDate”) on the earlier of (i) the date which is the first anniversary of thedate of effectiveness of this Agreement, (ii) the date on which METAconsummates one incidental registration for the benefit of any Holders (each a“Selling Stockholder” and collectively the “Selling Stockholders”)or (iii) the date on which all Registrable Shares included on a RegistrationStatement shall have been either transferred pursuant to such RegistrationStatement or are no longer Registrable Shares. If the number of Registrable Shares to be included in such registrationis reduced by 50% by the managing underwriter in accordance with this Section2.1 or if META, in its sole discretion and for any reason, withdraws suchregistration, then such registration shall not count as such for the purpose ofthe immediately preceding sentence.

 

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2.2                                 FurtherObligations of META.  META shallalso do the following:

 

(a)           Notifyeach Selling Stockholder promptly upon the effectiveness of a RegistrationStatement and furnish to each Selling Stockholder such copies of eachpreliminary and final prospectus and such other documents as each SellingStockholder may reasonably request to facilitate the public offering of his,her or its Registrable Shares;

 

(b)           Usecommercially reasonable efforts to register or qualify the shares covered by aRegistration Statement under the applicable securities or Blue Sky laws of suchjurisdictions as the managing underwriter of the offering in respect thereofmay reasonably request; provided, however, that META shall not beobligated to qualify to do business in any jurisdictions where it is not thenso qualified or to take any action which would subject it to the service ofprocess in suits other than those arising out of the offer or sale of thesecurities covered by such Registration Statement in any jurisdiction where itis not then so subject;

 

(c)           Furnish,upon request, to each Selling Stockholder a copy of all documents filed withthe United States Securities and Exchange Commission in connection with anysuch offering of the Registrable Shares; and

 

(d)           Notifyeach Selling Stockholder on a timely basis at any time when a prospectusrelating to the Registrable Shares is required to be delivered under theSecurities Act of the happening of any event as a result of which theprospectus included in a Registration Statement, as then in effect, includes anuntrue statement of a material fact or omits to state a material fact requiredto be stated therein or necessary to make the statements therein not misleadingin light of the circumstances then existing and, at the request of the managingunderwriter, prepare and furnish to the managing underwriter and each SellingStockholder a reasonable number of copies of a supplement to or an amendment ofsuch prospectus as may be necessary so that, as thereafter delivered to theofferees of such shares, such prospectus shall not include an untrue statementof a material fact or omit to state a material fact required to be statedtherein or necessary to make the statements therein not misleading in light ofthe circumstances then existing.

 

2.3                                 FurtherObligations of Selling Stockholders. In connection with any registration pursuant to this Agreement in whichRegistrable Shares held by a Selling Stockholder are to be registered, eachSelling Stockholder shall furnish to META in writing such information with respectto each Selling Stockholder and the sale or distribution of Registrable Sharesby such Selling Stockholder as META requests for use in connection with anyRegistration Statement or prospectus or otherwise as shall be required inconnection with any registration, qualification or compliance referred to inthis Agreement.  Notwithstanding anyother provision hereof, such provision of information shall be a conditionprecedent to the obligations of META pursuant to this Agreement.

 

2.4                                 Allocationof Expenses.  META shall pay all ofthe Registration Expenses incurred by META in complying with Section 2.1 ofthis Agreement.  In no event shall METAhave any obligation to pay or otherwise bear any portion of the underwriters’commissions or discounts and selling concessions, any fees and expenses ofcounsel to the Selling Stockholders,

 

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if any, or stock transfer, issuance or other tax attributable to theRegistrable Shares being offered and sold by any of the Selling Stockholders.

 

2.5                                 UnderwritingAgreement.  In connection with eachregistration pursuant to Section 2.1, each Selling Stockholder agrees to enterinto a written agreement with the underwriters provided in such form andcontaining such provisions as are customary in the securities business for suchan arrangement between such underwriters, companies of META’s size andinvestment stature and selling stockholders that are affiliates of theissuer.  Notwithstanding any otherprovision hereof, such provision of information shall be a condition precedentto the obligations of META pursuant to this Agreement.

 

2.6                                 “Lock-Up”Agreement.  Each Selling Stockholderagrees that, in connection with any offer for sale to the public by META of anyof its securities, such Selling Stockholder shall not offer, sell, grant anyoption or right to buy or sell, or otherwise transfer or dispose of in anymanner any Common Stock or other securities of META held by him, her or itduring the 180-day period following the effective date of any registrationstatement of META filed under the Securities Act in connection with such offerfor sale to the public and will sign a “lock-up” agreement to such effect.  Such “lock-up” agreement shall be in writingand in form and substance reasonably satisfactory to META and the managingunderwriter(s) of any such offering. META may impose stop-transfer instructions with respect to thesecurities subject to the foregoing restrictions until the end of such 180-dayperiod.

 

2.7                                 Saleor Transfer of Shares.  TheRegistrable Shares shall not be sold or transferred unless either (i) theyshall have been registered under the Securities Act, or (ii) META shallhave been furnished with an opinion of legal counsel, satisfactory to META, tothe effect that such sale or transfer is exempt from the registrationrequirements of the Securities Act.

 

2.8                                 Transferability.  The registration rights granted in thisAgreement may be assigned or transferred in connection with a sale ofRegistrable Shares or otherwise if (a) the assignee or transferee(i) is a transferee of Kutnick by will or the laws of descent anddistribution, (ii) is a spouse or child of Kutnick, or a trust of whichKutnick or his spouse or child is the beneficiary or (iii) is abeneficiary of a trust of which Kutnick is a or the sole trustee and(b) such assignee or transferee notifies META of such assignment ortransfer in writing, provides META with his, her or its name and address andthe number of Registrable Shares acquired, and agrees in writing (in form andsubstance satisfactory to META) to be bound by the terms and conditions of thisAgreement.  Except as provided in theprevious sentence, the registration rights granted in this Agreement may not beassigned or transferred in connection with a sale of the Registrable Shares orotherwise.

 

2.9                                 Indemnificationand Contribution.

 

(a)           Inthe event a Registration Statement is filed pursuant to Section 2.1, META willindemnify and hold harmless each Selling Stockholder against any losses, claims,damages or liabilities actually incurred to which such Selling Stockholderbecomes subject under the Securities Act, insofar as such losses, claims,damages or liabilities (or actions in respect thereof) arise out of or arebased upon any untrue statement of any material fact contained in

 

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such Registration Statement, any preliminary prospectus or finalprospectus contained therein, or any amendment or supplement thereof, or ariseout of or are based upon the omission to state therein a material fact requiredto be stated therein or necessary to make the statements therein notmisleading, and will reimburse each such Selling Stockholder for a single legalcounsel or other expenses reasonably incurred by such Selling Stockholders inconnection with investigating or defending any such loss, claim, damage,liability or action, provided, however, that META will not beliable in any such case (x) if and to the extent that any such loss, claim,damage or liability arises out of or is based upon an untrue statement oromission so made in reliance upon or in conformity with information furnishedby such Selling Stockholder for use in such Registration Statement orprospectus or (y) if in the case of a sale directly by such Selling Stockholderof Registrable Shares, such untrue statement or omission was contained in apreliminary prospectus and corrected in a final or amended prospectus, and suchSelling Stockholder failed to deliver a copy of the final or amended prospectusat or prior to the confirmation of the sale of the Registrable Shares to theperson asserting any such loss, claim, damage or liability in any case wheresuch delivery is required by the Securities Act or any state securities laws.

 

(b)           Inthe event a Registration Statement is filed pursuant to Section 2.1, eachSelling Stockholder, severally and not jointly, will indemnify and holdharmless META, each person, if any, who controls META within the meaning of theSecurities Act, each officer of META who signs the Registration Statement, eachdirector of META, each underwriter and each person who controls any underwriterwithin the meaning of the Securities Act, against all losses, claims, damagesor liabilities actually incurred to which META or such officer, director,underwriter or controlling person may become subject under the Securities Actinsofar as such losses, claims, damages or liabilities (or actions in respectthereof) arise out of or are based upon any untrue statement of any material factcontained in such Registration Statement, any preliminary prospectus or finalprospectus contained therein, or any amendment or supplement thereof, or ariseout of or are based upon the omission to state therein a material fact requiredto be stated therein or necessary to make the statements therein notmisleading, and will reimburse META and each such officer, director,underwriter and controlling person for any legal or other expenses reasonablyincurred by them in connection with investigating or defending any such loss,claim, damage, liability or action, provided, however, that suchSelling Stockholder will be liable hereunder in any such case (x) if and onlyto the extent that any such loss, claim, damage or liability arises out of oris based upon an untrue statement or omission made in reliance upon or inconformity with information furnished by such Selling Stockholder, as such, foruse in such Registration Statement or prospectus or (y) if in the case of asale directly by such Selling Stockholder of Registrable Shares, such untruestatement or omission was contained in a preliminary prospectus and correctedin a final or amended prospectus, and such Selling Stockholder failed todeliver a copy of the final or amended prospectus at or prior to the confirmationof the sale of the Registrable Shares to the person asserting any such loss,claim, damage or liability in any case where such delivery is required by theSecurities Act or any state securities laws, and provided, further, however,that the liability of each Selling Stockholder hereunder shall be limited tothe net proceeds received by such Selling Stockholder from the sale ofRegistrable Shares covered by such Registration Statement.

 

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(c)           Promptlyafter receipt by an indemnified party hereunder of notice of the commencementof any action, such indemnified party shall, if a claim in respect thereof isto be made against the indemnifying party hereunder, notify the indemnifyingparty in writing thereof, but the omission so to notify the indemnifying partyshall not relieve it from any liability which it may have to such indemnifiedparty other than under this Section 2.9 and shall only relieve it from anyliability which it may have to such indemnified party under this Section 2.9 ifand to the extent the indemnifying party is prejudiced by such omission.  In case any such action shall be broughtagainst any indemnified party and it shall notify the indemnifying party of thecommencement thereof, the indemnifying party shall be entitled to participatein and, to the extent it shall wish, to assume and undertake the defensethereof with counsel reasonably satisfactory to such indemnified party, and,after notice from the indemnifying party to such indemnified party of itselection so to assume and undertake the defense thereof, the indemnifying partyshall not be liable to such indemnified party under this Section 2.9 for anylegal expenses subsequently incurred by such indemnified party in connectionwith the defense thereof other than reasonable costs of investigation and ofliaison with counsel so selected, provided, however, that, if thedefendants in any such action include both the indemnified party and theindemnifying party and the indemnified party shall have reasonably concludedthat there may be reasonable defenses available to it that are different fromor additional to those available to the indemnifying party or if the interestsof the indemnified party reasonably may be deemed to conflict with theinterests of the indemnifying party, the indemnified party shall have the rightto select a separate counsel and to assume such legal defenses and otherwise toparticipate in the defense of such action, with the expenses and fees of asingle such separate counsel and other reasonably incurred expenses related tosuch participation to be reimbursed by the indemnifying party as incurred.  No indemnified party shall settle,compromise or consent to the entry of a judgment in any pending or threatenedaction, suit, proceeding or other claim for which recovery may be availableunder this Section 2.9 without the prior written consent of the indemnifyingparty.

 

(d)           Inorder to provide for just and equitable contribution to joint liability underthe Securities Act in any case in which either (i) any Selling Stockholderexercising rights under this Agreement makes a claim for indemnificationpursuant to this Section 2.9 but it is judicially determined (by the entry of afinal judgment or decree by a court of competent jurisdiction and theexpiration of time to appeal or the denial of the last right of appeal) thatsuch indemnification may not be enforced in such case notwithstanding the factthat this Section 2.9  provides forindemnification in such case, or (ii) contribution under the Securities Act maybe required on the part of any such Selling Stockholder in circumstances forwhich indemnification is provided under this Section 2.9; then, and in eachsuch case, META and such Selling Stockholder will contribute to the aggregatelosses, claims, damages or liabilities to which they may be subject (aftercontribution from others) in such proportion so that such Selling Stockholderis responsible for the portion represented by the percentage that the public offeringprice of its Registrable Shares offered by a Registration Statement bears tothe public offering price of all securities offered by such RegistrationStatement, and META is responsible for the remaining portion; provided, however,that, in any such case, (A) no such Selling Stockholder will be required tocontribute any amount in excess of the public offering price of all suchRegistrable Shares offered by it pursuant to such Registration Statement; and(B) no person or entity guilty of fraudulent misrepresentation (within themeaning of Section 11(f) of the

 

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Securities Act) will be entitled to contribution from any person orentity who was not guilty of such fraudulent misrepresentation.  The Company and each Selling Stockholdersagree that it would not be just and equitable if contribution pursuant to thisSection 2.9 were determined by any other method of allocation which does nottake account of the equitable considerations referred to in this Section 2.9.

 

ARTICLE III

 

MISCELLANEOUS

 

3.1                                 Termination.The registration rights set forth in this Agreement shall terminate as setforth in Section 2.1 or if Kutnick breaches his obligations under theSeverance Agreement or “Noncompetition Agreement” (as such term is defined inthe Severance Agreement), and the other terms and provisions hereof shallsurvive indefinitely.

 

3.2                                 LawGoverning.  This Agreement shall begoverned by and construed in accordance with the internal laws of the State ofDelaware, without giving effect to its principles or rules of conflicts of lawsto the extent that such principles or rules would require or permit theapplication of the laws of another jurisdiction.

 

3.3                                 Amendment;Waiver.  This Agreement may beamended, and any provision hereof may be waived, only with the written consentof META and Dale Kutnick, or as to another Holder, such Holder.

 

3.4                                 Headings.  The headings contained in this Agreement arefor reference purposes only and shall not affect the meaning or interpretationof this Agreement.

 

3.5                                 Notices.  All notices, requests and othercommunications to either party hereunder shall be in writing (includingtelecopy or similar writing) and shall be given,

 

if to META, to:

 

META Group, Inc.

208 Harbor Drive

P.O. Box 120061

Stamford, CT  06912-0061

Attention:  Chief Financial Officer

Telecopy:  (203) 973-6921

 

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with a copy to:

 

Mark J. Macenka,Esq.

Testa, Hurwitz& Thibeault, LLP

125 High Street

Boston, MA 02110

Telecopy: (617)248-7100

 

If to Kutnick:

 

Dale Kutnick

23 ShermanTurnpike

Redding, CT 06875

 

If to a Holder other than Dale Kutnick, to suchHolder’s address as set forth in the records of META.

 

Whenever notice is required to be given under theterms of this Agreement, it shall be deemed delivered at the earlier of (i) thetime it is sent by the sender if sent via telecopy or certified or registeredmail, return receipt requested, postage prepaid, addressed to the party forwhom intended at the telecopy number or address identified above (or such othertelecopy number or address as either party may designate in writing to theother pursuant to this paragraph) or (ii) the time it is actually received bythe party for whom it is intended.

 

3.6                                 Invalidityof Provisions.  Each of theprovisions contained in this Agreement is distinct and severable and adeclaration of invalidity or unenforceability of any such provision or partthereof by a court of competent jurisdiction shall not affect the validity orenforceability of any other provision hereof or thereof.

 

3.7                                 Counterparts;Facsimile Signatures.  ThisAgreement may be executed simultaneously in one or more counterparts, each ofwhich shall be deemed to be an original but all of which together shallconstitute one and the same instrument. For the purposes of executing this Agreement, a document signed andtransmitted by facsimile machine or telecopier shall be treated as an originaldocument.

 

3.8                                 Integration.  This Agreement contains the entire agreementbetween the parties hereto as to the subject matter hereof.

 

**[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]**

 

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IN WITNESS WHEREOF, this Agreement has been dulyexecuted and delivered by the parties on the date first above written.

 

 
|   | **META GROUP, INC.**               |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ Michael Simmons |   |
|   | Name:                              | Michael Simmons |   |
|   | Title:                             | Compensation Committee  Chairman |   |
|   |                               |
|   |                               |
|   | /s/  Dale Kutnick                  |   |
|   | Dale Kutnick                       |
|   |                               |
|   |                               |
|   | /s/  Dale Kutnick                  |   |
|   | Dale Kutnick                       |
|   | As custodian for Kyja  Kutnick     |
|   |                               |
|   |                               |
|   | /s/  Dale Kutnick                  |   |
|   | Dale Kutnick                       |
|   | As custodian for Toren  G. Kutnick |
|   |                               |
|   |                               |
|   | /s/  Dale Kutnick                  |   |
|   | Dale Kutnick                       |
|   | As custodian for Varyk  G. Kutnick |
|        |                                    |  |  |  |  |  |  |

 

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**ExhibitD**

**FORM OF RELEASE**

 

This Release (the “Agreement”) is hereby made by **[EMPLOYEE]**tothe Company**.**  References to the“Company” shall refer to META Group, Inc.

 

**1.****                                      EmploymentStatus and Final Payments:**

 

(a)                                  Iunderstand that my separation from employment with the Company will beeffective as of **[insert separation date]** (the “Termination Date”).  As of the Termination Date, I understand mysalary will cease, and any entitlement I have or might have under aCompany-provided benefit plan, program, contract or practice (the “Plans”) willterminate, except as required by the Plans, federal or state law, or asotherwise described below.

 

(b)                                 TheTermination Date shall be the date of the “qualifying event” under theConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Iunderstand that the Company will present me with information on COBRA underseparate cover.

 

**2.****                                      Consideration:**  This Agreement is made by me in exchangefor, and in consideration of the Severance Benefits set forth in Section 5 ofthe Severance Agreement between the Company and me, dated as of July 31, 2002(the “Severance Agreement”).

 

**3.****                                      Release:**

 

(a)           Inexchange for the amounts described in Section 2, which are in addition toanything of value to which I am entitled to receive, and other good andvaluable consideration, the sufficiency of which is hereby acknowledged, me andmy representatives, agents, estate, heirs, successors and assigns, absolutelyand unconditionally hereby release, remise, discharge, indemnify and holdharmless the Company Releasees (defined to include the Company and/or any ofits parents, subsidiaries or affiliates, predecessors, successors or assigns,and its and their respective current and/or former partners, directors,shareholders/stockholders, officers, employees, attorneys and/or agents, all bothindividually and in their official capacities), from any and all actions orcauses of action, suits, claims, complaints, liabilities, agreements, promises,contracts, torts, debts, damages, controversies, judgments, rights and demands,whether existing or contingent, known or unknown, suspected or unsuspected,that I may have or have had against the Company Releasees relating to orarising out of my employment, change in employment status and/or thetermination of my employment with the Company and arising from conductoccurring up to and through the date of this Agreement (“Claims”).  This release is intended by me to act as afull and total release of any Claims, whether specifically enumerated herein ornot, including, but not limited to, any Claims arising from any federal, stateor local law, regulation or constitution dealing with either employment,employment benefits or employment discrimination, except this release shall notwaive any Claims I may have:  (i)arising after the date I sign this Agreement; (ii) for accrued employeebenefits under the Plans and accrued and unpaid salary and expensereimbursement, in each case as of the date of this Agreement; (iii) relating tomy rights as a stockholder or security holder of the Company; (iv)

 

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relating to anyindemnification rights pursuant to the Company’s charter, certificate ofincorporation, by-laws or directors’ and officers’ insurance policies orotherwise; or (v) pursuant to the Severance Agreement.

 

(b)           Listed below, by way of example only, are statutesand laws under which I waive, and will not bring any, Claim, except asotherwise provided in subsections (i)-(v) of Section 3(a) hereof.  TheClaims so released or acknowledged not to exist include, but are not limitedto, any alleged violation of:

 

TheNational Labor Relations Act, as amended;

 

TitleVII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e etseq.;

 

Sections1981 through 1988 of Title 42 of the United States Code, as amended;

 

The Employee Retirement IncomeSecurity Act of 1974, as amended, 29 U.S. C. 1001 etseq.;

 

TheImmigration Reform Control Act, as amended;

 

TheAmericans with Disabilities Act of 1990;

 

TheFair Labor Standards Act, as amended;

 

TheOccupational Safety and Health Act, as amended;

 

TheFamily and Medical Leave Act of 1993;

 

TheConsolidated Omnibus Budget Reconciliation Act, as amended;

 

The laws of the State ofConnecticut relating to family and medical leave, discrimination on the basisof race, color, religion, creed, sex, sex harassment, sexual orientation,marital status, national origin, ancestry, handicap, disability, veteran’sstatus, alienage, blindness, present or past history of mental disorders orphysical disability, candidacy for or activity in a general assembly or otherpublic office, constitutionally protected acts of speech, whistleblower status,use of tobacco products outside course of employment, membership in anyorganization engaged in civil defense, veteran’s status or any military serviceor application for military service and any claim for retaliation for assertingWorker’s Compensation rights as well as wrongful termination or breach of anyexpress or implied employment contract.

 

The laws of the State ofConnecticut relating to Workers’ Compensation;

 

The laws of the State ofConnecticut relating to the payment of wages;

 

Any other federal, state orlocal civil or human rights law or any other local, state or federal law,regulation or ordinance;

 

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Any public policy, contract,tort, or other common law cause of action, including but not limited to breachof contract, intentional or negligent infliction of emotional distress,negligent misrepresentation, intentional misrepresentation, fraud, defamation,wrongful discharge;

 

Any claim for breach of theSeverance Agreement arising through the date I execute this Agreement; or

 

Any allegation for costs, fees,or other expenses, including attorneys’ fees, incurred in any such matter.

 

**4.**                                      **Waiver ofRights and Claims Under the Age Discrimination in Employment Act of 1967.**  Since I am 40 years of age or older, I havebeen informed that I have or might have specific rights and/or Claims under theAge Discrimination in Employment Act of 1967 (“ADEA”) and I agree that:

 

(a)           Inconsideration for the amounts described in Section 2, which I am not otherwiseentitled to receive, I specifically waive such rights and/or Claims under theADEA to the extent that such rights and/or Claims arose prior to or on the datethis Agreement was executed;

 

(b)           Iunderstand that rights or Claims under the ADEA which may arise after the datethis Agreement is executed are not waived by me;

 

(c)           Iacknowledge that I have been advised of my right to consult with my counsel ofchoice prior to executing this Agreement and I have not been subject to anyundue or improper influence interfering with the exercise of my free will indeciding whether to consult with counsel;

 

(d)           Ifurther acknowledge that I have been informed that I have at least 21 dayswithin which to consider the terms of this Agreement and to consult with orseek advice from an attorney or any other person of my choosing;

 

(e)           Ihave carefully read and fully understand all of the provisions of thisAgreement, and I knowingly and voluntarily agree to all of the terms set forthin this Agreement; and

 

(f)            Iagree that any revisions to this Agreement will not affect or extend thecalculation of the 21-day period provided in Section (d) above.

 

**5.****                                      Accordand Satisfaction:**  The amountsset forth above in Sections 1 and 2 shall be complete and unconditionalpayment, settlement, accord and/or satisfaction with respect to all Claims(except those set forth in subsections (i)-(v) of Section 3(a) and except forany earned but unpaid compensation payable to me under the Severance Agreementafter the date hereof) of the Company Releasees to me, including, withoutlimitation, all claims for back wages, salary, vacation pay, draws, incentivepay, bonuses, stock and stock options, commissions, severance pay, reimbursementof expenses, any and all other forms of compensation or benefits, attorney’sfees, or other costs or sums.

 

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**6.****                                      CompanyFiles, Documents and Other Property:** I agree that on the Termination Date I will return to the Company allCompany property and materials, including but not limited to, (if applicable)personal computers, laptops, fax machines, scanners, copiers, cellular phones,Company credit cards and telephone charge cards, manuals, building keys andpasses, courtesy parking passes, diskettes, intangible information stored ondiskettes, software programs and data compiled with the use of those programs,software passwords or codes, tangible copies of trade secrets and confidentialinformation, sales forecasts, names and addresses of Company customers andpotential customers, customer lists, customer contacts, sales information,sales forecasts, memoranda, sales brochures, business or marketing plans,reports, projections, and any and all other information or property previouslyor currently held or used by me that is or was related to my employment withthe Company (“Company Property”).  Iagree that in the event that I discover any other Company Property in mypossession after the Termination Date of this Agreement I will immediatelyreturn such materials to the Company.

 

**7.****                                      FutureConduct:**  Nothing herein shall prohibit or bar me fromproviding truthful testimony in any legal proceeding or in communicating withany governmental agency or representative or from making any truthfuldisclosure required, authorized or permitted under law; provided, however, thatin providing such testimony or making such disclosures or communications, Iwill use my best efforts to ensure that this Section is complied with to themaximum extent possible. Notwithstanding the foregoing, nothing in this Agreement shall bar orprohibit me from contacting, seeking assistance from or participating in anyproceeding before any federal or state administrative agency to the extentpermitted by applicable federal, state and/or local law.

 

**8.****                                      Representationsand Governing Law:**

 

(a)       This Agreement, the NoncompetitionAgreement (as defined in the Severance Agreement), the Severance Agreement, theOption Amendment Agreement(s) (as defined in the Severance Agreement), all ofmy option agreements and the Registration Rights Agreement (as defined in theSeverance Agreement) set forth the complete and sole agreement by or between meand the Company concerning the subject matter hereof and thereof.  If any provision of this Agreement, or partthereof, is held invalid, void or voidable as against public policy orotherwise, the invalidity shall not affect other provisions, or parts thereof,which may be given effect without the invalid provision or part.  To this extent, the provisions and partsthereof of this Agreement are declared to be severable.  Any waiver of any provision of thisAgreement shall not constitute a waiver of any other provision of thisAgreement unless expressly so indicated otherwise.  The language of all parts of this Agreement shall in all cases beconstrued according to its fair meaning.

 

(b)       This Agreement and any claims arising outof this Agreement (or any other claims arising out of the relationship betweenme and the Company) shall be governed by and construed in accordance with thelaws of the State of Connecticut and shall in all respects be interpreted,enforced and governed under the internal and domestic laws of Connecticut,without giving effect to the principles of conflicts of laws of such state.

 

(c)       I may not assign any of my rights ordelegate any of my duties under this Agreement.  The rights of the Company shall inure to the benefit of theCompany’s successors and assigns.  TheCompany may not assign any rights under this Agreement except to a person orentity that is an

 

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assignee orsuccessor to its business by merger, sale of all or substantially all of itsassets, or otherwise.

 

**9.****                                      EffectiveDate. **I may revoke thisAgreement during the period of seven (7) days following its execution by me andthis Agreement shall not become effective or enforceable, and no payments willbe made pursuant to Section 2, until the revocation period has expired..

 

**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**

 

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Executed this    day of               ,200 .

 

**IREPRESENT THAT I HAVE READ THE FOREGOING AGREEMENT, THAT I FULLY UNDERSTAND THETERMS AND CONDITIONS OF SUCH AGREEMENT AND THAT I AM KNOWINGLY AND VOLUNTARILYEXECUTING THE SAME.  IN ENTERING INTOTHIS AGREEMENT, I DO NOT RELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADEBY THE COMPANY OR ITS REPRESENTATIVES WITH THE EXCEPTION OF THE CONSIDERATIONDESCRIBED IN THIS DOCUMENT.**

 

 
|       |   |
|------------|--------|
| [EMPLOYEE] |
|       |
|       |
| Date:      |   |   |
|            |        |  |

 

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**SIGN BELOW IF YOU DO NOT WISH TO USE**

**THE FULL 21-DAY REVIEW PERIOD.**

 

I acknowledge that I was informed and understand thatI have at least 21 days within which to consider the attached Release, havebeen advised of my right to consult with an attorney regarding such agreementand have considered carefully every provision of the Release, and that afterhaving reviewed the Release, I prefer to and have requested that I enter intothe Release prior to the expiration of the 21-day period.

 

 
| Dated       |   |   |   |   |
|-------------|--------|--------|--------|--------|
|        |   |   |
| Employee    |   |
|        |   |
|        |   |
| Dated:      |   |   |   |   |
|        |   |   |
| **Witness** |   |

 

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