## **Exhibit 10.51**

##  

METAGroup, Inc.

208Harbor Drive

Stamford,CT  06912

 

## November 5, 2004

##  

## ***VIACOURIER***

 

Mr.Herb VanHook

1613Chathams Ford Place

Vienna,VA  22182

 

Re: SeveranceAgreement and Release

 

Dear Herb,

 

Thisletter summarizes the terms of your termination and severance agreement withMETA Group, Inc., (hereinafter the “Company”).

 

**1.****                                      TerminationDate:**

 

Yourtermination from the employment of the Company was effective as of October 18,2004 (the “Termination Date”).  As of theTermination Date, your salary ceased, and any entitlement you had or might havehad under a Company provided benefit plan, program or practice terminated,except as required by federal or state law, or as otherwise described below.

 

**2.****                                      Consideration:**

 

(a)                                  SeverancePay and Pro-Rated Bonus: Upon your full execution of this Agreement and theexpiration of the seven-day revocation period set forth in Section 9below, the Company will make a lump sum payment to you equal to twenty (20)weeks of your current base salary, ninety-six thousand one hundred fifty-threedollars and eighty-five ($96,153.85), plus ten thousand dollars ($10,000.00)representing a pro-rated performance bonus for your efforts in 2004 (asdetermined by the Board of Directors), less applicable taxes. The severance paymentwill be made to you on the first regular payroll date following the effectivedate of this Agreement.

 

(b)                                 HealthInsurance: You will remain on the Company’s health insurance through theend of February (February 28, 2005). This date shall be the date ofthe “qualifying event” under the Consolidated Omnibus Budget Reconciliation Actof 1985 (“COBRA”).  Thereafter, healthinsurance coverage shall be continued only to the extent required by COBRA andonly to the extent you timely pay the premium payments yourself.

 

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(c)                                  Extended ExercisePeriod for Vested Options**. **In consideration for your release of claimsand other obligations set forth in this Agreement, all vested stock optionsheld by you as of the Termination Date that have an exercise price at or below$10.00 per share shall be modified to extend their exercisability and shallremain exercisable until the close of business (5:00 p.m. Eastern time) on October 18,2005; provided, however, that in no event shall any stock option be exercisablefollowing the expiration of the original term of such stock option.  You acknowledge and agree that the stockoptions that qualify as Incentive Stock Options as of the Termination Dateshall retain such incentive stock option status for three (3) months after theTermination Date, after which such options shall be treated for tax purposes asnon-statutory stock options.

 

(d)                                 Allpayments set forth in this Section 2 shall be subject to all applicablefederal, state and/or local withholding and/or payroll taxes.

 

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

 

Inexchange for the consideration described in Section 2 (a) and (b) above,which are in addition to anything of value to which you are entitled toreceive, and other good and valuable consideration, the receipt of which ishereby acknowledged, you and your representatives, agents, estate, heirs,successors and assigns, absolutely and unconditionally hereby release, remise,discharge, indemnify and hold harmless the Company Releasees (defined toinclude the Company and/or any of its parent, subsidiaries or affiliates,predecessors, successors or assigns, and its and their respective currentand/or former partners, directors, shareholders/stockholders, officers,employees, attorneys and/or agents, all both individually and in their officialcapacities), from any and all actions or causes of action, suits, claims,complaints, contracts, liabilities, agreements, promises, contracts, torts,debts, damages, controversies, judgments, rights and demands, whether existingor contingent, known or unknown, which arise out of your employment with,change in employment status with, and/or separation of employment from, theCompany.  This release is intended by youto be all encompassing and to act as a full and total release of any claims,whether specifically enumerated herein or not, that you may have or have hadagainst the Company Releasees arising from conduct occurring up to and throughthe date of this Agreement, including, but not limited to, any claims arisingfrom any federal or state law or regulation dealing with either employment,employment benefits or employment discrimination such as those laws orregulations concerning discrimination on the basis of race, color, creed,religion, age, sex, sex harassment, sexual orientation, national origin,ancestry, handicap or disability, veteran status or any military service orapplication for military service; any contract, whether oral or written,express or implied; any tort; any claim for equity or other benefits; or anyother statutory and/or common law claim.

 

**4.****                                      Accordand Satisfaction:**

 

The amounts set forthabove in Section 2 shall be complete and unconditional payment,settlement, accord and/or satisfaction with respect to all obligations and liabilitiesof the Company Releasees to you, including, without limitation, all claims forback wages, salary, vacation pay, draws, incentive pay, bonuses, stock andstock options, commissions, severance pay, any and all other forms ofcompensation or benefits, attorney’s fees, or other costs or sums.

 

**5.****                                      Waiverof Rights and Claims Under the Age Discriminationand Employment Act of1967:**

 

Since you are 40 years ofage or older, you are being informed that you have or may have specific rightsand/or claims under the Age Discrimination in Employment Act of 1967 (ADEA) andyou agree that:

 

(a)                                  inconsideration for the amounts and benefits described in Section 2 of thisAgreement, which you are not otherwise entitled to receive, you specificallyand voluntarily waive such rights and/or claims under the ADEA you might haveagainst the Company Releasees to the extent such rights and/or claims aroseprior to or on the date this Agreement was executed;

 

(b)                                 youunderstand that rights or claims under the ADEA which may arise after the datethis Agreement is executed are not waived by you;

 

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(c)                                  youare advised to consider the terms of this Agreement carefully and consult withor seek advice from an attorney of your choice or any other person of yourchoosing prior to executing this Agreement;

 

(d)                                 youacknowledge that you were informed and understand that you have twenty-one (21)days within which to consider this Agreement;

 

(e)                                  you have carefully read and fully understandall of the provisions of this Agreement, and you knowingly and voluntarilyagree to all of the terms set forth in this Agreement;

 

(f)                                    in entering into this Agreement you arenot relying on any representation, promise or inducement made by the Company orits attorneys with the exception of those promises described in this document;and

 

(g)                                 the 21-day review period will not beaffected or extended by any revisions which might be made to this Agreement.

 

**6.****                                      CompanyFiles, Documents and Other Property:**

 

On orbefore the Effective Date of this Agreement, you will safely package and returnto the Company all Company property and materials, including but not limitedto, fax machines, scanners, copiers, Company credit cards and telephone chargecards, manuals, building keys and passes, courtesy parking passes, diskettes,intangible information stored on diskettes, software programs and data compiledwith the use of those programs, software passwords or codes, tangible copies oftrade secrets and confidential information, sales forecasts, names andaddresses of Company customers and potential customers, customer lists,customer contacts, sales information, sales forecasts, memoranda, salesbrochures, business or marketing plans, reports, projections, and any and allother information or property previously or currently held or used by you thatis or was related to your employment with the Company (“Company Property”). TheCompany has agreed to allow you to purchase your laptop for the price of $50and to keep you cell phone, provided the phone number is transitioned to apersonal account.

 

Allother Company Property will be sent to the Company’s headquarters address inStamford, Connecticut (to the attention of “Human Resources Department”).  You agree that in the event that you discoverany other Company Property in your possession after the Termination Date, youwill immediately return such materials to the Company.

 

**7.****                                      FutureConduct; Further Agreements:**

 

(a)                                  Nondisparagement:  You agree not to make disparaging, criticalor otherwise detrimental comments to any person or entity concerning theCompany, its officers, directors or employees; the products, services orprograms provided or to be provided by the Company; the business affairs or thefinancial condition of the Company; or the circumstances surrounding youremployment and/or separation of employment from the Company.

 

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(b)                                 Confidentialityof this Agreement: You shall maintain confidentiality concerning the considerationprovided and all other terms of this Agreement. Except as required pursuant to legal process, you will not discuss thesame with anyone except your immediate family and accountants or attorneys whensuch disclosure is necessary for the accountants or attorneys to renderprofessional services.  Prior to any suchdisclosure that you may make, you shall secure from your attorney or accountanttheir agreement to maintain the confidentiality of such matters.  Nothing herein shall prohibit or bar you 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, youwill use your best efforts to ensure that this Section is complied with tothe maximum extent possible.

 

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

 

(a)                                  This Agreement sets forth the completeand sole agreement between the parties and supersedes any and all otheragreements or understandings, whether oral or written except the EmployeeNon-Competition, Non-Disclosure and Developments Agreement dated October 4,1996, between the parties hereto, as towhich the fourth paragraph is hereby amended to expire at February 28,2005 except as to Gartner Inc., Forrester and AMR, and which otherwise shallremain in full force and effect, the Policy Against Insider Trading and theStock Option Agreements #653, dated February 7, 1997; #733, dated April 3,1997; #1037 dated January 13, 1998; #1598, dated April 16, 1999;#2200, dated April 6, 2000; #2865, dated December 6, 2000; #3498,dated September 24, 2001; #3833, dated April 23, 2002 and #3887,dated June 27, 2002, which shall remain in full force and effect except asmodified by the express terms of Section 2(c) above. This Agreement maynot be changed, amended, modified, altered or rescinded except upon the expresswritten consent of both the President of the Company****andyou.

 

(b)                                 Ifany provision of this Agreement, or part thereof, is held invalid, void orvoidable as against public policy or otherwise, the invalidity shall not affectother provisions, or parts thereof, which may be given effect without theinvalid provision or part.  To thisextent, the provisions, and parts thereof, of this Agreement are declared to beseverable.  Any waiver of any provisionof this Agreement shall not constitute a waiver of any other provision of thisAgreement unless expressly so indicated otherwise.

 

(c)                                  This Agreement shall be deemed to be madeand entered into in the State of Connecticut. This Agreement and any claimsarising out of this Agreement (or any other claims arising out of therelationship between the parties) shall be governed by and construed in

 

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accordance withthe laws of the State of Connecticut and shall in all respects be interpreted,enforced and governed under the internal and domestic laws of Connecticut, withoutgiving effect to the principles of conflicts of laws of such state.  Any claims or legal actions by one partyagainst the other shall be commenced and maintained in state or federal courtlocated in Connecticut, and you hereby submit to the jurisdiction and venue ofany such court.

 

(d)                                 This Agreement cannot be assigned by youand shall inure to the benefit of the Company’s successors and assigns.

 

**9.****                                      EffectiveDate:**

 

Aftersigning this letter, you may revoke this Agreement for a period of seven (7)days following said execution.  TheAgreement shall not become effective or enforceable until this revocationperiod has expired*.*

 

Ifthis letter correctly states the understanding we have reached, please indicateyour acceptance by countersigning the enclosed copy and returning it to me.

 
| Very truly  yours, |
|--------------------|
|               |
| /s/ John Riley     |   |
| John Riley         |
| CFO                |

 

 

I REPRESENT THAT I HAVEREAD THE FOREGOING AGREEMENT, THAT I FULLY UNDERSTAND THE TERMS AND CONDITIONSOF SUCH AGREEMENT AND THAT I AM KNOWINGLY AND VOLUNTARILY EXECUTING THESAME.  IN ENTERING INTO THIS AGREEMENT, IDO NOT RELY ON ANY REPRESENTATION, PROMISE OR INDUCEMENT MADE BY THE COMPANY ORITS ATTORNEYS WITH THE EXCEPTION OF THE CONSIDERATION DESCRIBED IN THISDOCUMENT.

 
| ACCEPTED:         |   |
|-------------------|--------|
|              |   |
| /s/  Herb VanHook |   | November 5,  2004 |   |
| (Herb VanHook)    | (DATE) |   |
|                   |        |  |  |

 

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IFYOU DO NOT WISH TO USE THE 21-DAY PERIOD,

PLEASECAREFULLY REVIEW AND SIGN THIS DOCUMENT

 

I,Herb VanHook, acknowledge that I was informed and understand that I have 21days within which to consider the attached Severance Agreement and Release,have been advised of my right to consult with an attorney regarding suchAgreement and have considered carefully every provision of the Agreement, andthat after having engaged in those actions, I prefer to and have requested thatI enter into the Agreement prior to the expiration of the 21-day period.

 

 
| Dated: | November 5,  2004 |           | /s/ Herb VanHook |        |
|--------|------------------------|----------------|------------------|-------------|
|   |                   | (Herb VanHook) |             |
|   |                   |           |
|   |                   |           |
| Dated: | November 5,  2004 |           |             | /s/ M. Abel |   |
|   | Witness:               |           |
|        |                        |                |                  |             |  |  |

 

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