**Exhibit10.1**

 

**EMPLOYMENTAGREEMENT**

 

This Employment Agreement is made as of July 31, 2002(the “Effective Date”), by and between Alfred J. Amoroso (“Executive”)and META Group, Inc. and any of its subsidiaries, divisions and affiliates, andits and their predecessors, successors and assigns (the “Company”).

 

**WHEREAS**, the Company desires to retain theservices of Executive;

 

**WHEREAS**, Executive has certain experienceand expertise that qualify him to provide the skills required by the Company;

 

**WHEREAS,**Executive desires to be employedby the Company;

 

**WHEREAS**, Executive and the Company deem itin their respective best interests to enter into an agreement providing for theemployment of Executive as the Company’s Chief Executive Officer, subject tothe terms and conditions hereinafter set forth; and

 

**NOW, THEREFORE,** in consideration of theforegoing and the agreements herein contained, the parties hereto hereby agreeas follows:

 

1.        Employment.  Subject to the terms and conditions setforth in this Agreement, the Company offers and Executive hereby acceptsfull-time employment, effective as of the Effective Date.

 

2.        Term.  Subject to earlier termination as providedin Section 5 hereof, this Agreement shall commence on the Effective Dateand end on December 31, 2006 (the “Term”).

 

3.        Capacityand Performance.  During the Termhereof, Executive shall serve the Company as its Chief Executive Officer, ViceChairman of the Company’s Board of Directors (so long as Executive remains amember thereof) and/or in any other position that may be assigned to him byCompany’s Board of Directors (the “Board”).  Initially, Executive shall also serve the Company as itsPresident.  Executive shall report tothe Board at all times during the Term and shall perform his duties and responsibilitieshereunder at the Company’s headquarters office, and shall travel from time totime as requested by the Board and/or required pursuant to his dutieshereunder.  Executive shall comply withand perform, faithfully, diligently and to the best of his ability, suchdirections and duties in relation to the Company’s business and affairs as theBoard may from time to time vest in or request of him.  Such duties and responsibilities shallinclude, but not be limited to, responsibility for the Company’s day-to-dayoperations.  Executive shall devotesubstantially all of his business time, attention and energies, except while onvacation or other Company-authorized leave taken by Executive, to the Company’sbusiness and shall not engage in any other business activity (without theBoard’s written approval), whether or not for profit or other pecuniaryadvantage, that may conflict with the performance of his duties hereunder.  Notwithstanding anything to the contrary inthe foregoing sentence, Executive shall

 

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be permitted to serve on the board of directors of the two companies onwhich he serves as of the Effective Date, and Executive’s service on the boardof directors of any other company shall be conditioned on the prior approval ofthe Board.  Executive’s continuingservice on any board of directors other than that of the Company shall beconditioned on such service not substantially interfering with Executive’sresponsibilities hereunder or violating his obligations pursuant to theNoncompetition Agreement (defined in Section 9).

 

4.        Compensationand Benefits.  As compensation forExecutive’s satisfactory performance of his duties and obligations hereunder tothe Company and subject to the provisions of Section 5 hereof, during theTerm hereof Executive shall receive the following:

 

4.1.          BaseSalary.  Executive will receive hisbase salary paid at a rate of $33,333.33 per month, subject to any upwardmodification resulting from his performance review as approved by theCompensation Committee of the Board (the “Compensation Committee”),which review shall be performed at least annually during the Term (the “BaseSalary”).  The Base Salary shall bepayable in accordance with the customary payroll practices of the Company asmay be established or modified from time to time.  Currently, salaries are paid on a bi-weekly basis.

 

4.2.          Attorneys’Fees. On the Company’s first regularly scheduled payroll payment dateimmediately following Executive’s commencement of employment with the Company,Executive shall be paid reimbursement of all reasonable legal fees of Executiveassociated with the negotiation and execution of this Agreement, not to exceed$2,500.

 

4.3           AnnualPerformance Bonus. During the Term hereof, Executive will be eligible toearn an annual performance bonus in accordance with the following:

 

(a)           Subjectto Section 4.3(d), for each of the fiscal years during the Term ending December31, 2003, 2004, 2005 and 2006, the Compensation Committee, in its solediscretion after receiving recommendations from management of the Company, willdetermine (the “Annual Determination Date”) Executive’s specifiedfinancial and business objectives (the “Objectives”), and willdetermine, in its sole discretion, target bonus amounts based on (x)achievement of 100% of the Objectives, and (y) achievement exceeding 100% ofthe Objectives.  Subject to Section4.3(d), if in the determination of the Compensation Committee Executiveachieves less than 100% of the Objectives for the applicable fiscal yearExecutive will receive no bonus (except the bonus set forth in Section 4.3(c))unless a bonus is otherwise approved by the Compensation Committee.

 

(b)           Subject to Section 4.3(d), the CompensationCommittee guarantees a bonus of at least $166,666.67 for the fiscal year endingDecember 31, 2002.

 

(c)           Subject to Section 4.3(d), the CompensationCommittee guarantees a bonus of at least $233,333.33 for the fiscal year endingDecember 31, 2003, with the remainder, if any, to be determined by theCompensation Committee in its sole discretion as specified in Section 4.3(a).

 

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(d)           Theprovisions of this Section 4(a)-(c) are subject to the Company’s bonus policyas may be modified from time to time, and bonuses will be paid, if at all, atthe same time and in the same manner as bonuses for the comparable period arepaid to the Company’s other senior executive officers.  All bonus payments shall be payable inaccordance with the Company’s customary bonus practices as established ormodified from time to time.  IfExecutive is in compliance with the last sentence of this Section 4.3(d), theguaranteed bonuses set forth in Sections 4.3(b) and 4.3(c) shall be paidnotwithstanding anything to the contrary in the bonus policy or practices of theCompany referred to in the immediately preceding two sentences of this Section4.3(d).  In addition, each bonus thatmay be earned, if at all, pursuant to Sections 4.3(a)-(c) shall be subject inall cases, except as may be otherwise provided in Section 5.3(a)(i)(A), toExecutive’s continued employment with the Company through December 31stof the respective fiscal year for which Executive is eligible to earn a bonus.

 

4.4.          Benefits.  During the Term hereof and subject to anycontribution therefor generally required by the Company of executives of theCompany in similar positions as Executive, Executive shall be eligible toparticipate in all employee benefits plans and policies as from time to timeadopted by the Company and in effect for executives of the Company in similarpositions.  Eligibility for suchparticipation shall be subject to (i) the terms of the applicable plandocuments, (ii) generally applicable Company policies, and (iii) thediscretion of the Company and/or the Board or any administrative or othercommittee provided for in or contemplated by such plan.  The Company may alter, modify, add to, ordelete its employee benefits plans and/or policies at any time as the Companyand/or the Board (and any committee thereof), in their sole judgment,determines to be appropriate.

 

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

 

4.6.          RelocationExpenses. Executive shall relocate to a location geographically closer toStamford, Connecticut (than Executive’s current residence (the “Relocation”),and shall use his best efforts to complete such Relocation within four monthsafter the Effective Date.  Company willreimburse (the “Reimbursement Payment”) to Executive all normal andreasonable Relocation expenses, up to a maximum of $400,000, including closingcosts associated with the sale of his home and purchase of a new home; closingcosts associated with any loans incurred by Executive in order to bridge hisRelocation expenses; moving of Executive’s cars and all household effects,including packing, moving, insurance, storage and unpacking; reasonabletemporary living expenses for up to four months; and costs associated with upto two trips for Executive and his wife to search for a home, includingroundtrip airfare, rental car and hotel costs. Executive shall use his best efforts to minimize the costs by obtaining,in each instance, terms which are as favorable as those which Executive wouldnegotiate if he were to pay for such expenses directly himself.  Further, Executive agrees to providesuitable and accurate documentation evidencing all Relocation expensesincurred, and the Company, subject to its expense reimbursement policies, shallprovide reimbursement within a reasonable time after the receipt of suchdocumentation.  If the amount of the Reimbursement Payment exceeds

 

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the aggregate amount of the Executive’sRelocation expenses that may serve as the basis for a deduction or exclusionfrom the Executive’s income for federal income tax purposes, the Company willprovide one additional payment to the Executive in an amount equal to thefederal and state income tax the Executive reasonably expects to pay on suchexcess for the year in which the Reimbursement Payment is made.

 

4.7.          Equity.

 

(a)           Subjectto the approval of the Compensation Committee, the terms, conditions andrestrictions of the Stock Plan (as defined below) and the incentive stockoption agreement (a form of which is attached hereto as Exhibit A) andthe non-qualified stock option agreement (a form of which is attached hereto asExhibit B) to be executed by Executive and the Company (collectively the“Option Agreements”), the Company will grant Executive as of theEffective Date an option to purchase 500,000 shares of the Company’s commonstock at an exercise price per share equal to the fair market value of suchstock on the Effective Date, with such options granted as incentive stockoptions to the maximum extent possible (the “Initial Option”).

 

(b)           Contingentupon the Conditions (as defined below), as of each Annual Determination Date inthe years 2003, 2004, 2005 and 2006, the Company will grant Executive an optionto purchase 125,000 shares of the Company’s common stock at an exercise priceper share at least equal to the fair market value of such stock on the date ofthe grant, with such option granted as an incentive stock option to the maximumextent possible (each an “Anniversary Option”).  Each proposed Anniversary Option will becontingent upon satisfaction of all of the following “Conditions”:  (i) Executive’s continued employmenthereunder as the Company’s Chief Executive Officer through the date of thegrant; and (ii) the approval of the Compensation Committee.  Each Anniversary Option that is granted(other than the grant made in 2006) will be fully vested and exercisable oneyear after the date it is granted, provided that Executive satisfies certainfinancial and business objectives as determined by the Compensation Committeein its sole discretion for such one-year period, and will vest, in any event,on the day in 2007 which is an anniversary date of the grant date for suchoption.  The Anniversary Option that isgranted in 2006 will be fully vested and exercisable one year after the date itis granted.  All Anniversary Optionsshall be subject to the requirement that Executive remains employed with theCompany during the vesting periods and shall be subject to the terms,conditions and restrictions of the Second Amended and Restated 1995 Stock Plan,as the same may be amended or amended and restated from time to time (the “StockPlan”)) and the Company’s standard stock option agreement in effect at thetime the Anniversary Option is granted.

 

(c)           TheInitial Option will receive accelerated vesting under certain circumstances asset forth in the applicable Option Agreements notwithstanding anything to thecontrary in this Agreement and the terms of the Anniversary Options regardingsuch accelerated vesting will be the same as those stated in the OptionAgreements (with such changes as may be necessary to give effect to Section4.7(b)).

 

(d)           Executiveacknowledges that if his employment with the Company terminates and hecontinues thereafter to maintain a business relationship with the Company, any

 

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incentive stock options that have been granted to him by the Companymay cease to qualify as incentive stock options and that the Company maywithhold from Executive’s wages or other remuneration an amount of tax requiredby law, rule, regulation or court order to be withheld, if any, in connectionwith the exercise of such options; provided, however, that priorto any such withholding the Executive shall be given an opportunity to makealternate arrangements for the provision of such tax amounts to the Company.

 

5.        Terminationof Employment.  Notwithstanding theprovisions of Section 2 hereof, Executive’s employment and this Agreement shallterminate prior to the expiration of the Term of this Agreement under thefollowing circumstances:

 

5.1.          Deathor Disability.  In the event ofExecutive’s death or Disability (as defined in Section 10B of the StockPlan) during the Term hereof, Executive’s employment and this Agreement shallimmediately and automatically terminate and the Company shall pay to Executive(or in the case of death, Executive’s designated beneficiary or, if nobeneficiary has been designated by Executive, his estate), any Base Salary, anybonus pursuant to Section 4.3 and vacation, each to the extent earned butunpaid through the date of death or Disability.  To the extent Executive qualifies for either short term disabilityand/or long term disability insurance in accordance with the terms andconditions of the Company’s plans, the Company may offset any such insurancepayments against any Base Salary paid to Executive (including any such paymentmade pursuant to this Section 5.1).

 

5.2.          By the Company for Cause.

 

(a)           Uponapproval of a majority of the Board, the Board may terminate Executive’semployment and this Agreement for Cause (as defined below) at any time duringthe Term hereof.  The Board and/orCompany shall thereafter have no further obligation or liability to Executiverelating to Executive’s employment or this Agreement, other than Base Salary,any bonus pursuant to Section 4.3 and vacation, each to the extent earned butunpaid through the date of termination.

 

(b)           Anyone or more of the following events or conditions shall constitute “Cause”for termination:  (i) thesubstantial, continuing and knowing failure of Executive to render services tothe Company or any Related Corporation (as that term is defined in the StockPlan) in accordance with the terms or requirements of his employment;(ii) gross negligence, willful misconduct, or breach of fiduciary duty tothe Company or any Related Corporation, or disloyalty or dishonesty (whichdisloyalty or dishonesty results in direct or indirect material loss, damage orinjury to the Company or any Related Corporation); (iii) the commission ofan act of embezzlement or fraud; (iv) deliberate disregard of the rules orpolicies of the Company or any Related Corporation that results in direct orindirect material loss, damage or injury to the Company or any RelatedCorporation; (v) the unauthorized disclosure of any trade secret orconfidential information of the Company or any Related Corporation;(vi) the commission of an act which constitutes unfair competition withthe Company or any Related Corporation or which induces any customer orsupplier to breach a contract with the Company or any Related Corporation; or(vii) material breach of this Agreement or breach of the NoncompetitionAgreement.  Notwithstanding theforegoing, Cause shall not occur pursuant to

 

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Sections 5.2(b)(i), (iv) and (vii) (but as to (vii) only with respectto material breaches of this Agreement) unless Executive fails, within 30 daysafter receipt of written notice from the Company specifying the event orcondition giving rise to Cause, to cure such event or condition, if capable ofcure.

 

5.3.                              Bythe Company other than for Cause; Company’s Desire to Terminate other than forCause; Executive’s Desire to Terminate for Good Reason.

 

(a)           TheCompany may terminate Executive’s employment and this Agreement other than forCause at any time during the Term hereof. In addition, in certain circumstances, the Company may desire toterminate Executive’s employment other than for Cause or the Executive maydesire to terminate his employment with the Company for Good Reason.  In such events of termination, Executivewill be eligible, subject to Section 5.3(b) hereof, for the following:

 

(i)            Ifthe Company terminates Executive’s employment other than for Cause prior to oron the third anniversary of the Effective Date, Executive will be eligible forthe following:

 

(A)                              paymentof the bonus amounts set forth in Sections 4.3(b) and (c), to the extent not alreadypaid to Executive,****all payable at the same time and in thesame manner as bonuses for the comparable period are paid to the Company’sother senior executive officers and in accordance with the Company’s customarybonus practices as established or modified from time to time;

 

(B)                                BaseSalary and vacation earned but unpaid through the termination date;

 

(C)                                acontinuation of Executive’s salary for a period of one year, payable at hisBase Salary rate as of his termination date and in accordance with theCompany’s normal payroll practices as modified from time to time; and

 

(D)                               if Executive elects to continue medical insurancecoverage after his termination date in accordance with the provisions of theConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”),payment of the portion of Executive’s monthly premium payments customarily paidby the Company for employees, until (x) the conclusion of the one-year periodafter the termination of his employment, (y) Executive no longer is eligiblefor COBRA coverage, or (z) Executive accepts other employment through which heis eligible for medical insurance coverage that is comparable to such COBRAcoverage, whichever occurs first. Thereafter, Executive will be responsible for any and all payments

 

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forthe elected period of continued health insurance coverage under COBRA.

 

In addition, Executive may be entitled to acceleration of vesting onstock options in accordance with the terms of his Option Agreements and, asapplicable, the stock option agreements issued pursuant to Section 4.7(b).

 

(ii)           IfCompany desires to terminate Executive for other than Cause, or Executivedesires to terminate employment for Good Reason, in either such case after thethird anniversary of the Effective Date but prior to the expiration of the Termhereof, the following provisions shall apply:

 

(A)                              Effectiveas of the date determined by the Company (the “Transition Date”), (1)Executive will resign from all (x) officer and director positions with theCompany, (y) officer and director (or equivalent) positions with any of theCompany’s subsidiaries or affiliates and (z) officer and director (orequivalent) positions with any entity with respect to which the Company is aninvestor or a lender, and all duties associated with such positions; and (2) Sections 3, 4, 5.3(a)(i), 5.4 and 5.5 of thisAgreement shall terminate; provided, however that Executive shall remainentitled to receive any bonus earned by him prior to the Transition Datepursuant to Section 4.3(a), but not yet paid by the Company, and any such bonusshall be payable subject to and as set forth in Section 4.3(d);

 

(B)                                Asof the Transition Date and for a period of one year thereafter, subject toearlier termination as set forth in Sections 5.1 or 5.2 hereof, or terminationby Executive for any reason (the “Transition Period”), Executive will becontinue to be employed by the Company, with duties as prescribed from time totime by the then Chief Executive Officer and/or Board of Directors of theCompany, and during the Transition Period (1) will receive the Base Salary ratein effect as of the Transition Date, payable in accordance with the customarypayroll practices of the Company as may be established or modified from time totime; (2) subject to any contribution therefor generally required by theCompany of employees in similar positions as the one held by Executive duringthe Transition Period, will be eligible to participate in all employee benefitsplans and policies as from time to time adopted by the Company and in effectfor employees of the Company in similar positions as the one held by Executiveduring the Transition Period. Eligibility for such participation shall be subject to (i) theterms of the applicable plan documents, (ii) generally applicable Companypolicies, and (iii) the discretion of the Company and/or the Board or anyadministrative or other committee provided for in

 

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or contemplated by suchplan.  The Company may alter, modify,add to, or delete its employee benefits plans and/or policies at any time asthe Company and/or the Board (and any committee thereof), in their solejudgment, determines to be appropriate; and

 

(C)                                (1) if the Transition Period expires withoutbeing earlier terminated pursuant to Sections 5.1 or  5.2 hereof, Executive’s employment with the Company will terminate upon suchexpiration and Executive will receive the payments described above inSection 5.3(a)(i)(B)-(D); (2) if the Transition Period and Executive’semployment terminate pursuant to Section 5.1 hereof prior to the expiration ofthe Transition Period, Executive (or, in the case of Executive’s death, hisdesignated beneficiary or, if no beneficiary has been designated by Executive,his estate), shall receive the sameentitlements as set forth in  Sections5.1 and 5.3(a)(i)(C)-(D); or (3) if the Transition Period and Executive’semployment terminate prior to the expiration of the Transition Period pursuantto Section  5.2 hereof, Executive shallreceive the same entitlements as set forth in such Section.

 

(b)           The Company’s obligation to provide any severancepayments and COBRA premium payments pursuant to Section 5.3 hereof shall besubject to and conditioned upon Executive’s execution of a separation agreementreasonably satisfactory to Executive and the Company, which shall include anondisparagement clause and a comprehensive release of claims that, ifrequired by applicable law,  providesfor a 7-day revocation period (the “Revocation Period”).  In the event the Company desires toterminate Executive’s employment without Cause or Executive terminates hisemployment for Good Reason during the time period set forth in Section5.3(a)(ii) hereof, Executive (i) shall be required to sign a comprehensive release of claims satisfactory tothe Company, which shall include a Revocation Period if applicable, as acondition of receiving the Transition Period and the payments and benefitspursuant to Section 5.3(a)(ii)(B); and (ii) upon any expiration or earliertermination of the Transition Period, shall be required to sign the separationagreement described in the first sentence of this Section 5.3(b) as a conditionof receiving the payments pursuant to Section 5.3(a)(ii)(C)(1) or (2) (in theevent of Executive’s death, his designated beneficiary or the executor of hisestate shall be required to comply with this Section 5.3(b)(ii)).  Notwithstanding anything in this Section5.3, if any severance or COBRA payments would otherwise be paid or be triggeredon a date prior to the expiration of the Revocation Period, such payment shallinstead be paid/triggered on the first business day immediately following theexpiration of the Revocation Period (provided that no revocation right has beenexercised by Executive).

 

5.4           ByExecutive for Good Reason. Executive may terminate his employment for Good Reason at any timeduring the Term hereof as set forth in this Section 5.4.  “Good Reason” shall mean atermination by Executive of this Agreement and his employment with the Companyafter he gives written notice to the Company within thirty (30) days followingthe date on which he learns of the occurrence, without his prior writtenconsent, of any of the following

 

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events during the Term, which notice specifies the nature of suchevent, and the Company fails to cure such event within thirty (30) daysfollowing receipt of such notice from Executive:

 

(a)           the failure of the Company tocontinue Executive in the position of Chief Executive Officer, exceptwhere such failure is for Cause or due to Executive’s Disability or death;

 

(b)           a material diminution in the nature or scope of Executive’sresponsibilities, duties or authority; provided, however, that the assignmentto others of the duties or responsibilities of Executive while Executive is outof work due to a Disability, leave of absence or vacation, shall not constitutesuch a diminution;

 

(c)           anyreduction in Executive’s Base Salary;

 

(d)           abreach by the Company of any of its material obligations to Executive underthis Agreement; or

 

(e)           therelocation of the Company’s principal office to a location more than 50 milesfrom Stamford, Connecticut, unless such location is 50 miles or less fromExecutive’s residence after the Relocation.

 

In the event of a termination by Executive for GoodReason, he shall have the same entitlements hereunder as provided in, andsubject to, Section 5.3 in the case of a termination by the Company other thanfor Cause, and if the termination for Good Reason occurs pursuant to Section5.4(c) hereof, any reference to Base Salary set forth in Section 5.3 shall beconstrued to mean Executive’s Base Salary in effect immediately prior to thereduction by the Company giving rise to the right to terminate pursuant toSection 5.4(c).

 

5.5.          ByExecutive other than for Good Reason. Executive may, upon 30 days’ written notice, terminate this Agreementand/or his employment with the Company for any reason other than death,Disability or Good Reason.  During such30-day period, Executive will be available on a full-time basis for the benefitof the Company.  The Company, at itsoption, may accelerate Executive’s departure date and will have no obligationto provide compensation or benefits to Executive after his actual departuredate.  If Executive terminates hisemployment under this Section 5.5, the Company shall have no further obligationor liability to Executive relating to Executive’s employment or this Agreement,other than for any Base Salary, any bonus pursuant to Section 4.3 and vacation,each to the extent earned but unpaid through his actual departure date.

 

5.6           Resignationof Officer/Director Positions.  Inthe event Executive’s employment with Company terminates for any reason, heshall submit his written resignation, effective as of his termination date,from all (i) officer and director positions with the Company, (ii) officer anddirector (or equivalent) positions with any of the Company’s subsidiaries oraffiliates and (iii) officer and director (or equivalent) positions with anyentity with respect to which the Company is an investor or a lender, and allduties associated with such positions.

 

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6.        Effectof Termination.  The provisions ofthis Section 6 shall apply in the event of termination of this Agreementand/or Executive’s employment pursuant to Sections 2 or 5.

 

6.1.          Paymentin Full.  Payment by the Company toExecutive of any Base Salary and other compensation amounts as provided andreferenced herein shall constitute the entire obligation of the Company toExecutive, except that nothing in this Section 6.1 is intended or shall beconstrued to affect the rights and obligations of the Company, on the one hand,and Executive, on the other, with respect to any loans, stock, warrants, stockpledge arrangements, option plans, option agreements or other agreements to theextent said rights or obligations survive Executive’s termination of employmentunder the provisions of documents relating thereto.

 

6.2.          Terminationof Benefits.  Except for any rightof continuation of benefits coverage to the extent provided by COBRA or otherapplicable law or as otherwise described herein, benefits shall terminatepursuant to the terms of the applicable benefit plans as of the terminationdate of Executive’s employment without regard to any severance, consulting orother payments to Executive following such termination date.

 

6.3           NoMitigation or Offset.  In the eventof any termination of Executive’s employment with the Company, Executive shallbe under no obligation to seek other employment or otherwise mitigate theobligations of the Company under this Agreement, and there shall be no offsetagainst amounts due the Executive under this Agreement on account of anyremuneration or other benefit earned or received by the Executive after suchtermination.

 

7.        Survivalof Certain Provisions.  Theobligations of Executive under the Noncompetition Agreement (as defined below)expressly survive any termination of Executive’s employment, regardless of themanner of such termination, or termination of this Agreement.  Moreover, the rights and obligationscontained herein shall survive the termination of Executive’s employment forany reason if so provided herein or if necessary or desirable to fullyaccomplish the purposes of such provision.

 

8.        Withholding;Taxes.  All payments made by theCompany under this Agreement shall be subject to and reduced by any federal,state and/or local taxes or other amounts required to be withheld by theCompany under any applicable law, and the Company may withhold from any amountspayable to Executive (including any amounts payable to Executive pursuant tothis Agreement) in order to comply with such withholding obligations.

 

9.        Other Agreements;Noncompetition Agreement; Insurance and Indemnity.

 

(a)           Executiveconfirms to the Company that entering into this Agreement and his performanceof the position and duties described herein do not and will not breach anyagreement entered into by Executive prior to employment with the Company.  Executive has provided, or prior to theEffective Date will provide, the Company with a copy of any such agreements.

 

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(b)           Executiveacknowledges that he will be required to sign the Employee Noncompetition,Nondisclosure and Developments Agreement in the form executed by the Company’sother senior executive officers (the “Noncompetition Agreement”)concurrently with the Company’s execution of this Agreement and as a conditionof his employment with the Company.  Onthe third anniversary date of the Effective Date, Executive and the Companyshall negotiate any appropriate modification to the definition of “Business” inthe Noncompetition Agreement as contemplated therein.  If Executive breaches his obligations under this Agreement, theNoncompetition Agreement or any release or separation agreement signed underSection 5.3(b), Executive agrees that the Company may (i) immediatelycease payment of all compensation and benefits described in this Agreement and(ii) recover any severance, bonus and/or COBRA payments, as referenced inSection 5.3, paid by the Company to Executive after the date on whichExecutive breached this Agreement, the Noncompetition Agreement or such releaseagreement, as applicable.  Executivealso agrees that the cessation and recovery of these payments shall be inaddition to, and not as an alternative to, any other remedies at law or inequity available to the Company, including the right to seek specificperformance or an injunction as set forth in Section 10.8.

 

(c)           TheCompany shall maintain its existingdirectors and officers insurance policy with Executive covered under suchpolicy to the same extent other senior executives and board members are coveredand Executive shall be entitled to indemnification to the fullest extentpermitted by applicable law subject to the terms and provisions of theCompany’s by-laws and certificate of incorporation as they relate to indemnificationof directors and officers (in each case, for so long as Executive is anexecutive officer or director of the Company).

 

10.       Miscellaneous.

 

10.1.        Assignment.  Executive shall not assign this Agreement or any interestherein.  The Company may assign thisAgreement.  No such assignment shall bedeemed a “termination” of Executive’s employment within the meaning ofSection 5.  This Agreement shallinure to the benefit of and be binding upon the Company’s successors andassigns.

 

10.2         Severability/Reformation.  In the event that any nonmaterial provisionof this Agreement is determined to be legally invalid, the affected provisionshall be stricken from the Agreement and the remaining terms of the Agreement shallbe enforced so as to give effect to the intention of the parties to the maximumextent practicable, and this Agreement shall be construed and reformed to themaximum extent permitted by law.

 

10.3.        Waiver; Amendment.  Any waiver by the Company of a breach of anyprovision of this Agreement shall not operate or be construed as a waiver ofany subsequent breach of such provision or any other provision hereof.  In addition, any amendment to ormodification of this Agreement or any waiver of any provision hereof must be inwriting and signed by the Company.

 

10.4.        Notices.  All notices, requests and other communications provided for bythis Agreement shall be in writing and shall be effective when delivered inperson or four business days after being deposited in the mail of the UnitedStates, postage prepaid, registered

 

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or certified, and addressed (a) in the case of Executive, to theaddress set forth underneath his signature to this Agreement or (b) in thecase of the Company, to the attention of the Board, with a copy to theSecretary of the Company c/o META Group, Inc., 208 Harbor Drive, Stamford,Connecticut 06912-0061; and/or to such other address as either party mayspecify by notice to the other.

 

10.5.        Entire Agreement.  This Agreement, the NoncompetitionAgreement, the Stock Plan, the Option Agreements and the stock optionagreements referenced in Section 4.7(b), constitute the entire agreementbetween the Company and Executive with respect to the terms and conditions ofExecutive’s employment with the Company and supersede and cancel all priorcommunications, agreements and understandings, written or oral, betweenExecutive and the Company with respect to the terms and conditions ofExecutive’s employment with the Company.

 

10.6.        Counterparts.  This Agreement may be executed in counterparts, each of whichshall be original and all of which together shall constitute one and the sameinstrument.

 

10.7.        Governing Law.  This Agreement, the employment relationship contemplated hereinand any claim arising from such relationship, whether or not arising under thisAgreement, shall be governed by and construed in accordance with the internallaws of the State of Connecticut without giving effect to any choice orconflict of laws provision or rule thereof, and this Agreement shall be deemedto be performable in such State.

 

10.8.        Resolution of Disputes.  Any claim arising out of or relating to anyrelationship between Executive and the Company or any termination thereof,whether or not arising out of or relating to this Agreement, shall be resolvedby binding confidential arbitration, to be held in Stamford, CT in accordancewith the Commercial Arbitration Rules of the American Arbitration Associationthen in effect; provided, however, that this Section 10.8 willnot apply in any manner to the Company’s enforcement of the NoncompetitionAgreement.  The arbitration award shallbe final and binding on the parties and enforceable by either party in a courtof competent jurisdiction in the State of Connecticut.  Exclusive jurisdiction over entry ofjudgment upon any arbitration award rendered shall be in any court ofappropriate subject matter jurisdiction in the State of Connecticut and theparties 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 previous sentence.  The costs of the arbitration shall be borneequally by the Company and the Executive.

 

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**IN WITNESS WHEREOF**, this Agreement has beenexecuted by the Company, by its duly authorized representative, and byExecutive, as of the date first above written.

 
|   | **META  GROUP, INC.** |
|--------|-----------------------|
|   |                  |
|   | By:                   | /s/ Michael Simmons |   |
|   |                  |
|   | Name:                 | MichaelSimmons |   |
|   |                  |
|   | Title:                |   Compensation  Committee Chairman |   |
|   |                  |
|   |                  |
|   | **EXECUTIVE**         |   |
|   |                  |
|   | /s/ Alfred J. Amoroso |   |
|   | Alfred J. Amoroso     |
|   |                  |
|   | ADDRESS:              | 20 Farmhill Court |   |
|   |                  |
|   |                  | Hillsborough, California |   |
|        |                       |  |  |  |  |  |

 

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**EXHIBIT A**

 

**METAGROUP, INC.**

** **

**IncentiveStock Option Agreement**

 

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**EXHIBIT B**

 

**METAGROUP, INC.**

** **

**Non-QualifiedStock Option Agreement**

 

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