**Exhibit10.7**

 

| **Notice of Grant of Stock Options  and Non-Qualified Stock Option Agreement** |   | **META  Group, Inc.** |
|--------------------------------------------------------------------------------|--------|-----------------------|

 

Effective 8/14/2002, you have been granted a Non-Qualified Stock Optionto buy 50,000 shares of META Group, Inc. (the Company) stock at $2.4300 per share.

 

The total option price ofthe shares granted is $121,500.00.

 

Shares in each periodwill become exercisable on the date shown.

 
| **Shares** |   | **Vest Type** |   | **Full Vest** |   | **Expiration** |   |
|------------|--------|---------------|--------|---------------|--------|----------------|--------|
| 12,500     |   | On Vest Date  |   | 8/14/2003     |   | 8/14/2012      |   |
| 12,500     |   | On Vest Date  |   | 8/14/2004     |   | 8/14/2012      |   |
| 12,500     |   | On Vest Date  |   | 8/14/2005     |   | 8/14/2012      |   |
| 12,500     |   | On Vest Date  |   | 8/14/2006     |   | 8/14/2012      |   |

 

By your signature and the Company’s signature below,you and the Company agree that these options are granted under and governed bythe terms and conditions of the Company’s Stock Plan as amended and the OptionAgreement, all of which are attached and made a part of this document.

 
| /s/ John A. Piontkowski   |   |   | 8/14/02 |   |
|---------------------------|--------|--------|---------|--------|
| META Group, Inc.          |   | Date   |
|                      |   |   |
|                      |   |   |
| /s/ Dale Kutnick          |   |   | 8/14/02 |   |
| Name:  Dale  Kutnick |   | Date   |

 

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META Group, Inc., a Delaware Corporation (the“Company”), hereby grants as of August 14, 2002 to you (the “Optionee”), anoption to purchase shares (the “Option Shares”) of its Common Stock, $.01 parvalue per share (the “Common Stock”), at the price of **$**2.43****per share.  The quantity of Option Shares granted andvesting schedule is defined on the cover page hereof.  The Option Shares are granted on the following terms andconditions:

 

**1.**                                      **Grant UnderSecond 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 a duplicateoriginal of this instrument shall not effect the grant of another option.

 

**3.****                                      Vestingof Option if Business Relationship Continues; Acceleration on Certain Events.**

 

**(a)**           Subjectto Section 3(b), if Optionee continues to serve the Company or any Related Corporationin the capacity of an employee, officer, director or consultant (such serviceis described herein as maintaining or being involved in a “BusinessRelationship with the Company”) through the dates listed under the columnentitled “Full Vest” on the cover page hereof, Optionee may exercise thisoption for the number of shares of Common Stock set forth opposite theapplicable date.

 

**(b)**           Inaddition to the foregoing, but subject to Section 4, (i) if Optionee’s BusinessRelationship with the Company and all Related Corporations is terminated (x) bythe Company without “Cause” (as defined in the Severance Agreement between theCompany and Optionee dated as of July 31, 2002 (the “Severance Agreement”)),(y) in the event of Optionee’s death or Disability, or (z) on or after the datethat is 30 days from the Effective Date (as defined in the Severance Agreement)and provided that no facts or circumstances that would constitute Cause thenexist, by Optionee for any reason, and, in each case, Optionee (or inthe event of Optionee’s death or Disability, the executor of Optionee’s estateor Optionee’s guardian, as the case may be) executes the Release attached as ExhibitD to the Severance Agreement (the “Release

 

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Agreement”) and the revocation period of such Release Agreement hasexpired without Optionee having exercised his revocation rights, or (ii) upon a“Change of Control” (as defined below), then, in each case, this option shallbecome exercisable for an additional number of Option Shares, if any, equal tothe total number of Option Shares with respect to which this option is not yetexercisable at the time of any such termination or Change of Control, as thecase 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 Optionee ceases to maintain or be involved in a BusinessRelationship with the Company and all Related Corporations) may be exercised onor before the date that is ten years from the 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 of Directors in its sole discretion.

 

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

 

**(a)           TerminationOther Than for Cause:** If Optionee’s Business Relationship with the Company and all RelatedCorporations is terminated due to Optionee’s voluntary resignation of hisemployment for any reason (other than a resignation specified in subsection (i)of the next sentence), 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.  If Optionee’s Business Relationship with theCompany and all Related Corporation’s is terminated (i) due to Optionee’svoluntary resignation of his employment for any reason on or after the datethat is 30 days from the Effective Date and provided no facts or circumstancesthat would constitute Cause then exist or (ii) by the Company without Cause, ineach case no further installments of this option shall become exercisable(other than as specified in Section 3(b)), and this option shall terminate (andmay no longer be exercised) after the passage of two years from Optionee’s lastday of employment, but in no event later than the scheduled expiration date.  In the foregoing cases, Optionee’s onlyrights hereunder shall be those that are properly exercised before thetermination of this option.

 

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**(b)           Terminationfor Cause or Breach of Severance Agreement:**  Notwithstanding the provisions of Sections 3and 4, if Optionee’s Business Relationship with the Company and all RelatedCorporations is terminated for Cause or Optionee breaches Section 1 of the“Noncompetition Agreement” (as defined in the Severance Agreement) and/or materiallybreaches his obligations under the Noncompetition Agreement (other than Section1) or the Severance Agreement, this option shall terminate upon Optionee’sreceipt of written notice of such termination or breach and shall thereafternot be exercisable to any extent whatsoever.

 

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

 

**(a)           Death:**  If Optionee dies while involved in aBusiness Relationship with the Company or any Related Corporation, Optionee’sestate, personal representative or beneficiary to whom this option has beenassigned pursuant to Section 9 hereof may exercise this option, to the extentthis option is otherwise exercisable on the date of Optionee’s death (takinginto account Section 3(b)), at any time within two years after the date ofdeath, but not later than the scheduled expiration date.

 

**(b)           Disability:**  If Optionee’s Business Relationship with theCompany and all Related Corporations is terminated by reason of his“Disability” (as defined in the Plan), this option may be exercised, to theextent otherwise exercisable on the date the Business Relationship wasterminated (taking into account Section 3(b)), at any time within two yearsafter such cessation, but not later than the scheduled expiration date.

 

**(c)           Effectof Termination:** At the expiration of the two-year period provided in paragraph (a) or(b) of this Section 5 or the scheduled expiration date, whichever is theearlier, this option shall terminate (and shall no longer be exercisable) andthe only rights hereunder shall be those as to which the option was properlyexercised before such termination.

 

**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.

 

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

 

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

 

(i)            incash or by check;

 

(ii)           subjectto paragraph 7(b) below, by delivery of shares of the Company’s CommonStock having a fair market value (as determined by the Committee) equal as ofthe date of exercise to the option price;

 

(iii)          bydelivery of an assignment satisfactory in form****and substance to the Companyof a sufficient amount of the proceeds from the sale of the Option Shares andan instruction to the broker or selling agent to pay that amount to theCompany; or

 

(iv)          byany combination of the foregoing.

 

**(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.

 

**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 be accompaniedby payment of the full purchase price of such shares, and the Company shalldeliver a certificate or certificates representing such shares as soon aspracticable after the notice shall be received.   Such certificate or certificates shall be registered in the nameof the person or persons so exercising this option (or, if this option isexercised by the Optionee and if the Optionee shall so request in the noticeexercising this option, shall be registered in the name of the Optionee andanother person jointly, with right of survivorship).  If any person or persons other than the Optionee exercises thisoption pursuant to Section 5 hereof, such notice shall be accompanied byappropriate proof of the right of such person or persons to exercise thisoption.

 

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**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.**                               **No Obligationto Continue Business Relationship.**  Neither the Plan, this Agreement, nor the grant of this optionimposes any obligation on the Company or any Related Corporation to continue tomaintain 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 Section8.  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.

 

**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 otherproperty otherwise 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.

 

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**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 the effectivenessof the Registration Statement filed in connection with such offering, or suchlonger period of time as the Board of Directors may determine if all of theCompany’s directors and officers agree to be similarly bound.  The lock-up agreement established pursuantto this paragraph 15 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.

 

**(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.

 

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**(e)**           **GoverningLaw:**  This Agreementshall be governed by and interpreted in accordance with the laws of the Stateof Delaware, without giving effect to the principles of the conflicts of lawsthereof.  The preceding choice of lawprovision shall apply to all claims, under any theory whatsoever, arising outof the relationship of the parties contemplated herein.

 

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