**Exhibit10.52**

 

**META GROUP,INC.**

 

**AMENDED ANDRESTATED EMPLOYMENT, COMPENSATION AND RELEASE AGREEMENT**

 

This Amended and RestatedEmployment, Compensation and Release Agreement (“Agreement”) is made as of August 23, 2004 by and between METAGroup, Inc., a Delaware corporation (the “Company”), Rubin Systems Inc. (“RSI”) and Howard A. Rubin  (“Dr. Rubin”).

 

The Company, RSI and Dr.Rubin (the “Parties”) havepreviously entered into an Asset Purchase Agreement and an Employment andManagement Agreement, each dated as of October 27, 2000 and each asamended by Amendment No. 1 and Amendment No. 2 thereto, respectively, dated July 31,2001 and January 30, 2003 (as amended, the “Prior Arrangements”).  TheParties have also entered into an Employee Noncompetition Agreement dated October 27,2000, as amended July 31, 2002 (as amended, the “Noncompetition Agreement”) and attached hereto as Exhibit A,which the Parties intend to remain in effect, as amended hereby, following theEffective Date of this Agreement (as defined below).

 

The Parties have mutuallyagreed, in light of their desire to amend certain aspects of theirrelationship, that it is now appropriate to amend and restate all priorcompensatory arrangements in this Agreement and to terminate such priorarrangements except to the extent specifically provided herein.

 

Accordingly, the Partiesdesire to enter into this Agreement to amend and restate in full Dr. Rubin’scompensatory arrangements with the Company, to specify the terms of Dr. Rubin’sgoing forward employment relationship with the Company, and to release eachother from claims or potential claims that may have arisen in connection withDr. Rubin’s and the Company’s relationship through the Effective Date of thisAgreement.

 

Therefore, in considerationof the mutual promises made herein and other valuable consideration, receipt ofwhich is hereby acknowledged, the Parties agree as follows:

 

1.                                       EmploymentTransition.  The Parties agree and acknowledge that:

 

(a)                                  Dr. Rubin shall remain an employee of the Companyeffective on the Effective Date of this Agreement, reporting to the Company’sSenior Vice President, Global Consulting;

 

(b)                                 Effective immediately upon and concurrentlywith the Effective Date of this Agreement, and continuing until December 31,2008 (unless sooner terminated in accordance with Section 1(d) below) (the“Term”), Dr. Rubin shall beemployed by the Company with the designation “META Fellow”.  Dr. Rubin will be listed as such on theCompany’s external and internal website.

 

(c)                                  Dr. Rubin will devote his full-time businessefforts exclusively to the Company during the Term (it being understood thatDr. Rubin may continue to devote immaterial amounts of time to business orpolitical ventures not related to the Company’s business provided such effortsdo not breach the Noncompetition Agreement); and

 

(d)                                 The Company may terminate Dr. Rubin’sarrangement hereunder (i) in the event of Dr. Rubin’s breach of theNoncompetition Agreement, or (ii) Dr. Rubin’s violation of a material Companypolicy, in each case following written notice and a 30-day cure period.  Dr. Rubin may resign from his role with theCompany hereunder at any time.  In theevent of such termination or resignation, no further amounts shall be payableunder this Agreement, except for amounts previously earned but not paid underthis Agreement and business expense reimbursements under Section 2(e)below.

 

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2.                                       Compensation andBenefits.  Effective for all purposes as of January 1,2004 (it being acknowledged that on the date of signing this Agreement Dr.Rubin shall be paid for the first two quarters of the 2004 fiscal year):

 

(a)                                  Initial Payment.  Dr.Rubin shall engage in retainer consulting work on behalf of the Company underthis Agreement.  Dr. Rubin shall be paid50% of Dr. Rubin’s billings, less (i) the apportioned base salaries of Dr. Rubin’s administrative assistant (apportioned based on number ofpeople supported by the assistant (e.g., if two people supported, 50%), (ii)the cost of other internal Company staff/consultants associated with theexecution of such retainer consulting work (based on their hours as captured inthe Company’s project accounting systems, where the hours are valued at thesame direct cost rates that the Company uses for revenue recognition), (iii) thecosts and fees of other external contractors/consultants associated with theexecution of such retainer consulting work (based on their hours as captured inthe Company’s project accounting systems, where the hours are valued at thesame direct cost rates that the Company uses for revenue recognition), and (iv)nonreimburseable travel and entertainment expenses, external commissionsor royalties for use of external products or external marketing expensesassociated with the execution of such retainer consulting work (the “Compensatory Formula”), provided thatDr. Rubin shall receive a non-recoverable draw of $20,000 per month against theCompensatory Formula.  Such payments willbe made no later than the last business day of the month following anygiven month for which the Compensatory Formula is being computed.

 

(b)                                 Earn-Out Payment.  Dr.Rubin’s prior earn-out arrangements with the Company (including those under allPrior Arrangements) are hereby terminated and shall comprise in their entiretythe following:

 

(i)                                     Subject to the other provisions of this Section 2(b),Dr. Rubin’s total Earn-Out potential during the Term of this Agreement(assuming this Agreement remains in effect for its full Term to December 31,2008) is $2,300,000, targeted at up to $460,000 per year.

 

(ii)                                  The above amount shall be comprised of (A) upto $230,000 per year earned, if at all, pursuant to Section 2(b)(iv)below, and (B) up to $230,000 per year earned, if at all, pursuant to theAnnual Bonus described in Section 2(b)(iii) below.

 

(iii)                               Subject to Section 2(b)(v), Dr. Rubinwill be eligible to potentially receive an annual bonus payment of up to$230,000 determined by the Compensation Committee of the Board based on Companyperformance and/or other criteria that the Compensation Committee willestablish (the “Annual Bonus”).  The Annual Bonus shall be payable, if at all,in accordance with the Company’s customary bonus practices as established ormodified from time to time.  Dr. Rubinacknowledges and agrees that no Annual Bonus is guaranteed, and remains subjectin all respects to Compensation Committee approval; provided that Dr. Rubinshall not be treated differently in the administration of the Annual Bonuspractices from other senior executives of the Company participating in theGlobal Executive Bonus Plan portion of the 2004 Bonus Plan (it beingacknowledged that Dr. Rubin’s failure to achieve his MBO targets, or theCompany’s failure to reach its performance targets, or the failure of theCompany to fund the Annual Bonus program in part or in full can adverselyaffect Dr. Rubin’s Annual Bonus payment, if any).

 

(iv)                              Subject to Section 2(b)(v), Dr. Rubinwill receive a percentage of WWB Business (WWB benchmark, WWB publication andWWB guru consulting) revenue, up to $230,000 per year for the years set forthbelow, as follows:

 
| Fiscal  2004 | -      | 10%    |
|--------------|--------|--------|
|         |   |   |
| Fiscal  2005 | -      | 8%     |
|         |   |   |
| Fiscal  2006 | -      | 7%     |
|         |   |   |
| Fiscal  2007 | -      | 5%     |
|         |   |   |
| Fiscal  2008 | -      | 4%     |

 

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Such amounts will be paidquarterly, promptly after financial statements for each quarter are preparedand reviewed by the Company’s auditors, and no amounts in excess of $230,000per year can be earned, accrued or carried over into future periods.

 

As used herein, the term “WWBBusiness” refers to a branded retainer service with written deliverables andaccess to a database (the WW Benchmark database) for customer self-analysis, apublication, and guru consulting associated with the above WWB Businessretainer service; provided that revenues associated with alternativeuses of the data in the WW Benchmark database by the Company or its customers(by citation or otherwise, *e.g.*,IT360) not part of the branded retainer service offering do not count as WWBBusiness revenue for purposes of this Agreement.

 

(v)                                 Dr. Rubin shall not be eligible for anyearn-out amounts in a given fiscal year if Dr. Rubin’s retainer consultingrevenue for such fiscal year is less than $1,000,000 (pro rated for partialfiscal years); provided that if Dr. Rubin dies or is disabled, he (orhis estate) remains entitled to the portion of earn-out provided in Section 2(b)(iv)and a portion of any Annual Bonus awarded pursuant to Section 2(b)(iii),pro-rated for the period of the year that Dr. Rubin worked.

 

(vi)                              If the Company materially modifies thestructure of the WWB Business, the parties will negotiate in good faithregarding a revised Earn-Out structure for the amounts contemplated by Section 2(b)(iv).

 

(c)                                  Benefits.  Dr.Rubin shall continue to be eligible to participate in any Company employeebenefit plans offered from time to time to Company employees similarlypositioned within the Company.

 

(d)                                 Stock Options andOther Equity Awards.  As of May 10, 2004, Dr. Rubin holds thefollowing options to purchase  shares ofCompany Common Stock (collectively the “Options”):

 

(i)                                     An option to purchase 15,000 shares of CommonStock granted under the Company’s Director Stock Option Plan on January 29,1999, all of which are vested and exercisable (the “First Option”);

 

(ii)                                  An option to purchase 100,000 shares ofCommon Stock granted under the Company’s 1995 Stock Plan on October 27,2000, of which 63,000 shares are vested and exercisable (the “Second Option”); and

 

(iii)                               An option to purchase 7,500 shares of CommonStock granted under the Company’s Director Stock Option Plan on January 28,2000, all of which are vested and exercisable (the “Third Option”).

 

TheCompany is not required to grant Dr. Rubin any additional options or otherequity awards.  Each of the Options shallcontinue to be governed by the terms of the Company plan under which it wasissued and any individual option agreement between Dr. Rubin and the Companythat relates to such Option (each such agreement, referred to respectively, an “Option Agreement”); except that theSecond Option Agreement is hereby amended to provide that the remainingunvested options under the Second Option shall vest in 46 equal monthlyincrements on the last day of each month from January 2004 to October 2007.  The date of the Company’s Annual Meeting ofStockholders shall be the director resignation date for all purposes under theFirst Option Agreement and the Third Option Agreement.  Following the Effective Date of thisAgreement, Dr. Rubin will have the period specified in the applicable OptionAgreement to exercise any then-vested Options.

 

Other than as set forthabove in this Section 2(d), Dr. Rubin has no right, title, claim orinterest against the Company, or any subsidiary, affiliate or successor of theCompany, in or to any options or other rights to purchase capital stock of theCompany.

 

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(e)                                  ExpenseReimbursement.  The Company will pay or reimburse Dr. Rubinfor all reasonable business expenses incurred or paid by Dr. Rubin on or priorto the end of the Term in the performance of his duties and responsibilitieshereunder, subject to any reasonable expense policy set by the Company (and asmodified from time to time by the Company), and such reasonable substantiationand documentation requirements as may be specified by the Company from time totime.

 

(f)                                    All Compensation.  This Section 2sets forth all compensation and other payment arrangements between the Companyand Dr. Rubin (and his affiliates and assigns), and all Prior Arrangements inthis regard are hereby terminated, superseded and of no further force or effecteffective as of January 1, 2004.

 

# 3.                                       Release of Claims.  Dr.Rubin, on his own behalf and on behalf of any and all who might claim throughhim (including specifically but without limitation RSI), agrees that theforegoing consideration represents settlement in full of all outstandingobligations owed to him and those might claim through him by the Company, itsofficers, managers, supervisors, agents and employees, any Related Corporationand any other subsidiaries, affiliates or successors of the Company(collectively, the “Company Releasees”).  Dr. Rubin, on his own behalf and on behalf ofany and all who might claim through him, hereby fully and forever releases theCompany Releasees from, and agrees not to sue concerning, any claim, duty,obligation or cause of action relating to any matters of any kind, whetherpresently known or unknown, suspected or unsuspected, matured or unmatured,that he or they may possess arising from any omissions, acts, facts orcircumstances that have occurred up until and including the Effective Date (asdefined in Section 15 below) including, without limitation:

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(a)                                  any and all claims relating to or arisingfrom Dr. Rubin’s employment relationship with the Company;

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(b)                                 any and all claimsrelating to, or arising from, the Prior Arrangements, including, withoutlimitation, any claims for fraud, misrepresentation, breach of covenant, breachof fiduciary or other duty, breach of duty under applicable state corporate orother law, and securities fraud under any state or federal law;

 

(c)                                  any and all claims relating to, or arisingfrom, Dr. Rubin’s right to purchase, or actual purchase of, or holding of,shares of capital stock of the Company, including, without limitation, anyclaims for fraud, misrepresentation, breach of fiduciary duty, breach of dutyunder applicable state corporate law, and securities fraud under any state orfederal law;

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(d)                                 any and all claims under the law of anyjurisdiction including, but not limited to, wrongful discharge of employment;constructive discharge from employment; termination in violation of publicpolicy; discrimination; breach of contract, both express and implied; breach ofa covenant of good faith and fair dealing, both express and implied; promissoryestoppel; negligent or intentional infliction of emotional distress; negligentor intentional misrepresentation; negligent or intentional interference withcontract or prospective economic advantage; unfair business practices;defamation; libel; slander; negligence; personal injury; assault; battery;invasion of privacy; false imprisonment; and conversion;

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(e)                                  any and all claims for violation of anyfederal, state or municipal statute, including, but not limited to, Title VIIof the Civil Rights Act of 1964, the Civil Rights Act of 1991, the AgeDiscrimination in Employment Act of 1967, the Americans with Disabilities Actof 1990, the Fair Labor Standards Act, the Employee Retirement Income SecurityAct of 1974, the Worker Adjustment and Retraining Notification Act, the OlderWorkers Benefit Protection Act, or the Family and Medical Leave Act;

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(f)                                    any and all claimsfor violation of any federal, state or municipal statute;

 

(g)                                 any and all claims for violation of thefederal, or any state, constitution;

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(h)                                 any and all claims arising out of any otherlaws and regulations, including those relating to employment or employmentdiscrimination; and

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(i)                                     any and all claims for attorneys’ fees andcosts;

 

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provided, however,that this release does not extend to any rights, benefits or claims under thisAgreement or to claims of indemnification under the Certificate ofIncorporation or By-laws of the Company or any insurance policies maintained bythe Company.

 

Dr.Rubin agrees that the release set forth in this Section shall be andremain in effect in all respects as a complete general release as to thematters released.

 

Dr. Rubin further agrees that he is not aware of anyclaim against the Company Releasees other than the claims or potential claimsthat are released under this Section 3. He expressly agrees to waive, to the extent permissible, any and allrights and benefits conferred upon him by any statute, common law principle, orother provision negating the validity or enforceability of waivers of claimsthat exist but are unknown to us at the time of the waiver.

 

3A.                             Release of Claims.  TheCompany, on its own behalf and on behalf of any and all that might claimthrough it, hereby fully and forever releases RSI, Dr. Rubin, his heirs,executors, administrators, successors and assigns (collectively, the “Rubin Releasees”) from, and agrees notto sue concerning, any claim, duty, obligation or cause of action relating toany matters of any kind, whether presently known or unknown, suspected orunsuspected, matured or unmatured, that it may possess arising from anyomissions, acts, facts or circumstances that have occurred up until andincluding the Effective Date (as defined in Section 15 below) including,without limitation:

 

(a)                                  any and all claimsrelating to or arising from Dr. Rubin’s employment relationship with theCompany;

 

(b)                                 any and all claimsrelating to, or arising from, the Prior Arrangements, including, withoutlimitation, any claims for fraud, misrepresentation, breach of covenant, breachof fiduciary or other duty, breach of duty under applicable state corporate orother law, and securities fraud under any state or federal law;

 

(c)                                  any and all claims underthe law of any jurisdiction including, but not limited to, breach of contract,both express and implied; breach of a covenant of good faith and fair dealing,both express and implied; promissory estoppel; negligent or intentionalmisrepresentation; negligent or intentional interference with contract orprospective economic advantage; unfair business practices; defamation; libel;slander; negligence; personal injury; assault; battery; invasion of privacy;false imprisonment; and conversion;

 

(d)                                 any and all claims forviolation of any federal, state or municipal statute;

 

(e)                                  any and all claimsfor violation of the federal, or any state, constitution;

 

(f)                                    any and all claimsarising out of any other laws and regulations; and

 

(g)                                 any and all claims forattorneys’ fees and costs;

 

provided, however,that this release does not extend to any rights, benefits or claims under thisAgreement.

 

TheCompany agrees that the release set forth in this Section shall be andremain in effect in all respects as a complete general release as to thematters released.

 

The Company further agrees that it is notaware of any claim against Dr. Rubin other than the claims or potential claimsthat are released under this Section 3A. The Company expressly agrees to waive, to the extent permissible, anyand all rights and benefits conferred upon it by any statute, common lawprinciple, or other provision negating the validity or enforceability ofwaivers of claims that exist but are unknown at the time of the waiver.

 

4.                                       Dr. Rubin Covenants.

 

(a)                                  NoncompetitionAgreement.  In consideration of the benefits providedhereunder, Dr. Rubin acknowledges and agrees that his obligations to theCompany under the Noncompetition Agreement survive

 

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thetermination of his relationship with the Company under this Agreement; providedthat, and the Company agrees that, the noncompetition and no solicitationcovenants in such Noncompetition Agreement shall survive only for a period ofone year following the end of the Term.

 

(b)                                 Nondisparagement.  Inconsideration of the benefits provided hereunder, Dr. Rubin agrees that he will not, eitherdirectly or indirectly, hereafter make any disparaging, defamatory, libelous orslanderous comments of any type or nature whatsoever about the Company, theCompany Releasees or the Company’s business to anyone, and will not engage inany action that would constitute tortious interference with the contracts,relationships and prospective economic advantage of the Company or any of theother Company Releasees.

 

(c)                                  Contract Approval.  Dr.Rubin’s work under this Agreement shall be pursuant to customer contracts andproduct/service release protocols that are approved as to form and content bythe Company’s normal processes; such approval not to be unreasonably withheldor delayed.

 

4A.                             Company Covenant.  Inconsideration of the benefits provided the Company hereunder, the Companyagrees that it will not, either directly or indirectly, hereafter make anydisparaging, defamatory, libelous or slanderous comments of any type or naturewhatsoever about Dr. Rubin, the Rubin Releasees or Dr. Rubin’s business toanyone, and will not engage in any action that would constitute tortiousinterference with the contracts, relationships and prospective economicadvantage of Dr. Rubin.

 

5.                                       Acknowledgment ofWaiver of Claims under ADEA.  Dr. Rubin acknowledges that he is waiving andreleasing any rights he may have under the Age Discrimination in Employment Actof 1967 (“ADEA”) and that this waiver and release is knowing andvoluntary.  The Parties agree that thiswaiver and release does not apply to any rights or claims that may arise underADEA after the Effective Date of this Agreement.  Dr. Rubin acknowledges that the considerationgiven for his release under this Agreement is in addition to anything of valueto which he was already entitled.  Hefurther acknowledges that he has been advised by this writing that (a) heshould consult with an attorney prior to executing this Agreement; (b)he has at least twenty-one (21) days from the date he receives this Agreementwithin which to consider this Agreement; (c) he has at least seven (7) daysfollowing the execution of this Agreement by the parties to revoke theAgreement; and (d) this Agreement shall not be effective until that 7-dayrevocation period has expired.  Anyrevocation should be in writing and delivered to Vanessa Bottazzi at theCompany by close of business on the seventh day from the date that Dr. Rubinsigns this Agreement.  Dr. Rubinunderstands that, although he has twenty-one (21) days to consider theAgreement, he may accept the terms of the Agreement at any time within thosetwenty-one (21) days.

 

6.                                       No Other PaymentsDue; Release of Assumed Liabilities.  The Parties agree that theCompany has paid Dr. Rubin all salary owed him through the Effective Date, andthat the Company has paid him all bonuses, accrued vacation and other sums asare due to him as of such date.  Dr.Rubin, RSI and the Company also agree that those liabilities specified in AnnexI to Amendment No. 2 of the Prior Arrangements, are released by the Company andthat the Company has no further liability or obligation therefore effective asof the Effective Date of this Agreement.

 

7.                                       Material Breach ofAgreement.  The Parties agree and acknowledge that upon material breach by Dr.Rubin of this Agreement, including the covenants contained in Section 4above, the Company would sustain irreparable harm, and, therefore, Dr. Rubinacknowledges and agrees that in addition to any other remedies that the Companymay have under this Agreement or otherwise, the Company will be entitled toobtain equitable relief, including specific performance and injunctive relief,restraining him from committing or continuing any such material breach ordirecting him to perform his obligations pursuant to this Agreement.  In addition to any equitable relief to whichthe Company may be entitled, Dr. Rubin acknowledges and agrees that any suchmaterial breach by him will terminate any and all obligations that the Companywould otherwise have to provide any further benefits under this Agreement,effective upon the date on which Dr. Rubin first takes an action constituting amaterial breach of this Agreement, and further that the Company will beentitled to recover the full amount of any payments under this Agreement madeto him after the date of such material breach, plus costs including attorneysfees incurred in connection with instituting any actions to enforce this Section 7.

 

8.                                       Filing of Agreement.  TheParties acknowledge and agree that this Agreement may be filed by the Companywith the Securities Exchange Commission (the “SEC”).

 

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9.                                       Authority.  TheCompany and RSI each separately represent and warrant that each has theauthority to act on behalf of themselves and to bind themselves and all who mayclaim through them to the terms and conditions of this Agreement.  Dr. Rubin represents and warrants that he hasthe capacity to act on his own behalf and on behalf of all who might claimthrough him to bind them to the terms and conditions of this Agreement.  Each Party warrants and represents that thereare no liens or claims of lien or assignments in law or equity or otherwise ofor against any of the claims or causes of action released herein.

 

10.                                 No Representations.  NoParty has relied upon any representations or statements made by any other Partyhereto which are not specifically set forth in this Agreement.

 

11.                                 Severability.  Inthe event that any provision hereof becomes or is declared by a court or othertribunal of competent jurisdiction to be illegal, unenforceable or void, thisAgreement shall continue in full force and effect without said provision.

 

12.                                 Entire Agreement.  ThisAgreement represents the entire agreement and understanding between theCompany, RSI and Dr. Rubin concerning the matters provided in this Agreementafter the Effective Date of this Agreement. This Agreement supersedes and replaces any and all prior agreements andunderstandings concerning Dr. Rubin’s relationship with the Company, thecontinuation of that relationship, and his compensation by the Company, and thematters provided in this Agreement, and the Parties expressly agree that allprior arrangements on these subjects are void and terminated upon the EffectiveDate of this Agreement.  Notwithstandingthe above, the Noncompetition Agreement and the Option Agreements remain inplace and effective pursuant to their respective terms except to the extentexpressly modified by this Agreement.

 

13.                                 No OralModification.  This Agreement may only be amended in writingsigned by Dr. Rubin, RSI and the Company.

 

14.                                 Governing Law.  ThisAgreement shall be governed by the laws of the State of Connecticut, withoutregard to its conflicts of law provisions.

 

15.                                 Effective Date. This Agreement is effective on the eighth(8th) day after it has been signed by both Parties. (the “Effective Date”).

 

16.                                 Counterparts.  ThisAgreement may be executed in counterparts, and each counterpart shall have thesame force and effect as an original and shall constitute an effective, bindingagreement on the part of each of the undersigned.

 

17.                                 Assignment. Neither RSI nor Dr. Rubin will not assign this Agreement or any interestherein.  The Company may assign thisAgreement to a corporation controlling, controlled by or under common controlwith the Company, including a successor to the Company, without the consent ofDr. Rubin.

 

18.                                 Severability.  Inthe event that any nonmaterial provision of this Agreement is determined to belegally invalid, the affected provision will be stricken from the Agreement andthe remaining terms of the Agreement will be enforced so as to give effect tothe intention of the Parties to the maximum extent practicable.  In the event that any material provision ofthis Agreement is determined to be legally invalid by a court of competentjurisdiction, the parties hereto, upon returning the consideration exchangedpursuant to this Agreement, may discontinue performance under this Agreement.

 

19.           Notices.  All notices or other communications requiredor permitted hereunder shall be in writing and shall be faxed, mailed ordelivered to each party as follows:  (i)if to Dr. Rubin or RSI, at their respective addresses or facsimile numbersfurnished to the Company in writing, or (ii) if to the Company, at itsprincipal executive offices, to the attention of Hank Satterthwaite or hissuccessor, or at such other address or facsimile number as the Company shallhave furnished to Dr. Rubin in writing. All such notices and communications will be deemed effectively given theearlier of (i) when received, (ii) when delivered personally, (iii) onebusiness day after being delivered by facsimile (with receipt of appropriate confirmation),(iv) one business day after being deposited

 

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withan overnight courier service of recognized standing or (v) four days afterbeing deposited in the U.S. mail, first class with postage prepaid.

 

20.                                 Consent toJurisdiction.  Dr. Rubin and RSI hereby irrevocably submitto the exclusive jurisdiction of the state or federal courts of the State ofConnecticut for the purpose of any claim or action arising out of or based uponthis Agreement, Dr. Rubin’s employment with the Company and/or terminationthereof, or relating to the subject matter covered in this Agreement, andagrees not to commence any such claim or action other than in the above-namedcourts.  The prevailing party in anylitigation under this Agreement shall be entitled to recover its costs andexpenses, including reasonable attorneys’ fees, from the non-prevailing party.

 

21.                                 Voluntary Executionof Agreement.  This Agreement is executed voluntarily andwithout any duress or undue influence on the part or behalf of the Partieshereto, with the full intent of releasing all claims.  The Parties acknowledge that:

 

(a)                                  they have read this Agreement;

 

(b)                                 they have been represented in thepreparation, negotiation, and execution of this Agreement by legal counsel oftheir own choice or that they have voluntarily declined to seek such counsel;provided that both Parties acknowledge and agree that Heller Ehrman White &McAuliffe LLP solely represents the Company in connection with this Agreement,and generally, and does not represent Dr. Rubin individually in any capacity;

 

(c)                                  they understand the terms and consequences ofthis Agreement and of the releases it contains; and

 

(d)                                 they are fully aware of the legal and bindingeffect of this Agreement.

 

The Parties have executedthis Amended and Restated Employment, Compensation and Release Agreement on therespective dates set forth below.

 
|        | META Group, Inc.                |
|-------------|---------------------------------|
|        |                            |
| Dated as of | August 23                       |   |   | , 2004 | By: | /s/ Henry B.  Satterthwaite |   |
|        |                            |
|        | Title:                          | Senior Vice  President, Global Consulting |   |
|        |                            |
|        |                            |
|        | Howard A. Rubin, an  individual |
|        |                            |
| Dated as of | August 23                       |   |   | , 2004 | /s/ Howard  A. Rubin |   |
|        | Howard A. Rubin                 |
|        |                            |
|        |                            |
|        | Rubin Systems Inc.              |
|        |                            |
| Dated as of | August 23                       |   |   | , 2004 | By: | /s/ Howard A. Rubin |   |
|        |                            |
|        | Title:                          | President,  CEO |   |
|             |                                 |  |  |  |  |  |  |  |  |  |

 

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ExhibitA

 

NoncompetitionAgreement

 

(Previously filed as Exhibit Ato Exhibit F to Exhibit 10.24 of the Company's Form 10-K for the year ended December31, 2000, and the amendment filed as Exhibit 10.12 to the Company’s Form 10-Qfor the quarter ended September 30, 2002).

 

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