**Exhibit 10.11**

 

**AMENDMENT No. 1to****META GROUP, INC.EMPLOYMENT AND MANAGEMENT AGREEMENT**

 

ThisAmendment No. 1 (“Amendment”) is entered into as of July 31, 2002 (the“Amendment Effective Date”) between HOWARDRUBIN, an individual residing at 450 Long Ridge Road, Pound Ridge, New York10576 (the “Executive”), and META Group, Inc. (“Company”), to amend theMETA GROUP, INC. EMPLOYMENT AND MANAGEMENTAGREEMENT, dated as of October 27, 2000 (the “Employment Agreement”) betweenthem.

 

For good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the Executive andthe Company (the “Parties”) hereby agree to amend the Employment Agreement asfollows:

 

GLOSSARY ofDefinitions used in this Amendment:

(Note: Capitalized terms nototherwise defined hereinbelow shall have the same meaning ascribed to them inthe Asset Purchase Agreement dated October 27, 2000 as amendedcontemporaneously herewith (collectively, the “AP Agreement”).

 

“Division” is defined as the Business (as defined in the AP Agreement),after the Closing (as defined in the AP Agreement) of the AP Agreement,acquired and operated by Company as a separate division of Company (until on orabout 1/1/02, after which there was no separate division).

 

“GAAP” is defined as United States Generally Accepted AccountingPrinciples.

 

“MGC” isdefined as META Group Consulting.

 

“META Measurements” (“MM”) isdefined as the Division — which is theBusiness (as defined in the AP Agreement), after the Closing (as defined in theAP Agreement) of the AP Agreement, acquired and operated by Buyer as a separatedivision of Buyer (until on or about 1/1/02, after which there was no separatedivision) — PLUS the following 3 META Group Consulting (“MGC”) servicesreporting to Rubin: Sourcing (“SOP”),Process and Metrics (“PMP”), and Operations and Benchmarking (“OEP”).Note*:*For purposes ofclarification, MM includes performance results from Metricnet publications andservices*.* Note: MM product codesand staff are identified in Schedule I and Schedule II, respectively of the APAgreement.

 

“Rubin Retainer” is defined as MM Consultingwork performed, over a single or multi-month period of time, solely byExecutive for a client of Company where said client is invoiced by Company overa single or multi-month period of time.

 

“Sales CY” is defined as the12-month period from February 1 of one CY to January 31 of the following CY,subject to modification of such start and end dates by Company’s management(including alteration of the period being 12 months).

 

1. Section 1 is deleted and replaced with the following:

 

“1.                                 Employment by the Company.  TheCompany agrees to employ the Executive in the position of Executive VicePresident and Chief Strategy Officer of the Company, and the Executive acceptssuch employment and agrees to perform such duties as are customarily assignedto an employee holding such positions, including without limitation managementof the Division; the parties acknowledge that all officers of the Company mayby law only be chosen,

 

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and with such titles, as determined by resolution of the Company’sBoard of Directors, with authority and duties as prescribed in suchresolutions. The Executive agrees to devote his full business time and energiesto the business of the Company and/or its Subsidiaries and/or Affiliates and tofaithfully, diligently and competently perform his duties hereunder.  In furtherance of the foregoing, theExecutive shall hold in trust for the benefit of the Company, and promptlyremit to the Company, any cash or in-kind income received by the Executiveduring the Term (as defined below) from any source other than (i) the Companyand its Affiliates, (ii) passive investments made by the Executive or for theExecutive’s benefit, and (iii) gifts to the Executive.  The Executive agrees to avoid using forbusiness communication any personal email address (other than the domain namemetagroup.com), and shall use META Group’s email and sanctioned business cardsand marketing logo(s).

 

The Executive shall have direct management of the following MGCservices (also known as practice areas): SOP, PMP and OEP. For clarification,the Parties note that, beginning February 28, 2002, PMP personnel weretransferred to either SOP or OEP; for accounting and performance purposes, PMPproduct codes shall remain in effect to capture residual costs and residual NetBillings and Revenues, until such time as the Chief Financial Officer of theCompany determines otherwise. The parties acknowledge that the configurationand names of the practice areas are subject to change upon mutualagreement of the Company and Executive in writing (where Email is an acceptableform of writing).

 

The Executive (for the performance of MM) will report to the ManagingDirector of MGC, presently Michael Pedersen. For purposes of staff management,resource management, consulting operations, accounting, bonus accrual andP&L reporting, MM will be under and report directly to the ManagingDirector of MGC. For purposes of marketing new products and leveraging of MMintellectual property into the Company’s research community, the Executive willreport directly to the Company’s CEO, with dotted line reporting to theCompany’s Director of Research. Existing staff engaged in the Metricnetbusiness shall report directly to the Executive, with dotted line reporting tothe Managing Director of MGC.  All MMstaff hired after the date hereof to be engaged in MM consulting or Metricnet,or support of MM operations in any capacity, shall report to the Executive.Changes in reporting structure may be accomplished by mutual agreement of theparties evidenced in written or electronic mail form.”

 

2. Section 2 is deleted andreplaced with the following:

 

“1.                                 Term of Employment.  The termof this Employment Agreement (the “Term”) shall be for the initial periodcommencing on the date hereof and ending on December 31, 2005, unless theExecutive is earlier terminated as provided in Section 4 hereof.  After December 31, 2005, this EmploymentAgreement shall be automatically renewed for successive one (1) year periods,unless terminated by a party on at least sixty (60) days written notice priorto the end of the then current Term. Notice of non-renewal shall not be deemed or otherwise construed as atermination without Cause.”

 

3. Section 3.2 is deleted andreplaced with the following:

 

“3.2                           RecoverableDraw.****In addition to BaseSalary, the Executive shall be entitled to receive a monthly amount in the formof a Recoverable Draw (as defined below), payable within thirty (30) days aftereach month’s end, equal to:

 

(A) 1⁄2 of the Rubin Retainer (asdefined above) Revenue for the applicable month,

 

minus (B) the Executive’smonthly Base Salary, and

 

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minus (C) monthly directexpenses for Rubin Retainer staff salaries, travel & entertainment, andother Company support and direct event costs, royalty payments, commissions,draws, direct marketing and other direct expenses, all relating to achieving RubinRetainer Revenue.

 

The parties agree to follow amonthly calculation and review process relating to determination of theRecoverable Draw, which process is attached hereto as Addendum 1.

 

“RecoverableDraw” is defined as the amount of additional compensation which the Executiveis to receive from Company on a monthly basis (separate from Base Salary, EarnOut and Commission – as defined in Revised Exhibit A to the Asset PurchaseAgreement), and is based upon the calculations detailed immediately above, namelyA minus B minus C.

 

FACTORSrelating to Recoverable Draw:

 

1. MonthlyRecoverable Draws shall be accumulated on an annual CY basis.

 

2. Whenever amonthly calculation of Recoverable Draw results in a negative amount, suchnegative amount shall be subtracted from positive amounts resulting from futuremonthly calculations.

 

3. Consecutivenegative monthly Recoverable Draws shall be accumulated and subtracted fromfuture positive monthly Recoverable Draws.

 

4. Whenever aRubin Retainer contract requires Company support (including but not limited toMGC personnel) and/or Outside Consultant(s), the total amount of RecoverableDraw for such Rubin Retainer contract shall be subtracted from futureRecoverable Draws.

 

5.“Recoverable” in the term “Recoverable Draw” is agreed by the Parties to meanthat in the event Company is not able to collect from the third party client onthe Rubin Retainer contract between Company and such client, for a period inexcess of one hundred eighty (180) days (i.e., said Account Receivable becomes180 days past due [or uncollected, or outstanding]), then the amount of eachsuch contract shall be subtracted from the Recoverable Draw amount for themonth in which such 180 period was reached, and if the Recoverable Draw forsuch month is negative, then FACTORS 2 and 3 above shall apply.

 

d) The Recoverable Draw shallnot exceed  $760,000 in any CY period.

 

4. Section 3.3 is deleted andreplaced with the following:

 

“3.3                           Bonus,if any, for CY2002 and Beyond.  TheExecutive agrees to participate in the existing annual MGC and META GroupPublications bonus pool (“Bonus Pool”). The proposed Bonus Pool allocationsshall be subject to modification by the CEO of the Company, and shall requirethe approval of the CEO and the Compensation Committee of the Board ofDirectors of the Company.  Bonus amountsallocable to the Executive shall be paid to him in a manner consistent withexisting Company and MGC bonus practices. The Executive’s total bonus amount,stipulated in the Research Division Bonus Plan on an annual basis for eachSales CY, (subject to approval of Company’s Compensation Committee), shall besplit between MGC and MetricNet, and shall be apportioned in the followingmanner:

 

MGC bonus portion is determinedby dividing MM consulting Net Billings achieved (in that Sales CY period) bytotal MM Net Billings achieved (in that Sales CY period),

 

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plus

 

MetricNet bonus portion isdetermined by dividing Metricnet Net Billings achieved (in that Sales CYperiod) by total MM Net Billings achieved (in that Sales CY period).

 

The Company and Executiveacknowledge that bonus, bonus pool, eligibility and allocation, if any, are inthe control of the Compensation Committee of the Board of Directors of theCompany.”

 

5.  Section 4.3 (v) is deleted andreplaced with the following:

 

“(v) the failure of theExecutive to achieve in any calendar year (other than 2002): at least 80% ofthe Net Billings Target for MM, and at least 95% of the Direct Margin Targetsfor each of MM consulting and Metricnet, as such Net Billings Target and DirectMargin Targets are set forth in Table 1 of Revised Exhibit A to the AssetPurchase Agreement; or”

 

6. In Section 7.1, add thefollowing for an additional copy to Company:

 

and Attention:                  GeneralCounselMETA Group, Inc.208 Harbor DriveStamford, CT  06912Fax:  (203) 388-2545

 

7. Executive hereby waives,releases and holds the Company, its officers, directors, employees, contractorsand agents harmless from and against: (a) any breaches of any provision(s) ofthe Employment Agreement committed or alleged to have been committed by theCompany from the date of the Employment Agreement to the date of thisAmendment; and (b) and claims of any kind including but not limited to damagesor losses of any kind related thereto for such period.

 

8. In the event of anyinconsistency between the terms of this Amendment and the terms of theEmployment Agreement, this Amendment shall take precedence.

 

9. Except as expressly amendedas set forth herein, the Employment Agreement shall remain in full force andeffect in accordance with its terms.

 

10. This Amendment may beexecuted in several counterparts, all of which taken together shall constituteone single agreement of the parties.

 

IN WITNESS WHEREOF, the partieshave caused this Amendment to be executed by their duly authorizedrepresentatives as of the date first written above.

 
|   | META GROUP, INC.  |
|--------|-------------------|
|   | By:               | /s/ John A. Piontkowski |
|   |              | Name: John A. Piontkowski |
|   |              | Title: Chief  Financial Officer |
|   |              |   |
|   | HOWARD RUBIN      |
|   | /s/ Howard  Rubin |

 

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**ADDENDUM 1**

 

**Rubin Retainer Recoverable Draw MonthlyCalculation and Review Process**

 

1. Run a report for accountingunit 1053 – Rubin Consulting (also known as Rubin Retainer), detailing allrevenue for the applicable month.

 

2. Ensure that the properrevenue recognition is followed (i.e., if a project is to occur over multiplemonths and is billed up front, the appropriate portion is deferred).

 

3. Both parties will corroborateto ensure that all contracts were fulfilled entirely by Executive.

 

4. Multiply applicable revenuefigure by 50%.

 

5. Deduct Executive’s monthlysalary.

 

6. Examine all expenses hitting1053 P&L (known as Rubin Retainer), monthly direct expenses for RubinRetainer staff salaries, travel & entertainment, and other Company supportand direct event costs, royalty payments, commissions, draws, direct marketingand other direct expenses, all relating to achieving Rubin Retainer Revenue.

 

7. Deduct all such expenses.

 

8. Arrive at a final amountpayable to Executive.

 

9. Corroborate final numberwith Executive.

 

10. Process check.

 

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