Exhibit 10.1


 


AMENDED AND
RESTATED EMPLOYMENT AGREEMENT


 


This
Amended and Restated Employment Agreement (the “Agreement”) is made as of
February 5, 2004 (the “Effective Date”),
by and between John A. Piontkowski (the “Executive”)
and META Group, Inc. and any of its subsidiaries, divisions and
affiliates, and its and their predecessors, successors and assigns (the “Company”).


 


WHEREAS, the Executive is currently a Company employee and party to that
certain Amended and Restated Employment Agreement dated March 1, 2002;


 


WHEREAS, the Company desires to retain the services of the Executive, and
expects the Executive to continue to make significant contributions to the
Company;


 


WHEREAS, the Executive has certain experience and expertise that qualify him
to continue to provide the financial skills required by the Company; and


 


WHEREAS, the Executive and the Company deem it in their respective best
interests to enter into this Agreement providing for the continued employment
of the Executive, subject to the terms and conditions hereinafter set forth;
and


 


NOW, THEREFORE, in consideration of the foregoing and the agreements herein contained,
the parties hereto hereby agree as follows:


 


1.
Employment. Subject to the terms
and conditions set forth in this Agreement, the Company offers and the
Executive hereby agrees to remain a Company employee subject to the terms and
conditions set forth below, as of the Effective Date. The parties acknowledge
that the Amended and Restated Employment Agreement by and between Executive and
the Company dated March 1, 2002 shall be superceded in its entirety by
this Agreement, and, therefore, shall be null and void as of the Effective
Date.


 


2.
Term. Subject to earlier
termination as provided in Section 5 hereof, this Agreement shall continue
for a term of twelve months and shall terminate in its entirety at the close of
business on February 4, 2005.


 


3.
Capacity and Performance. During
the term hereof, the Executive shall serve as Senior Vice President of the
Company and shall continue to serve the Company in various capacities. The
parties agree that the Executive’s employment shall continue to be full-time
and on an “at-will” basis, which means that either the Executive or the Company
may terminate the employment relationship and this Agreement at any time, for
any or no reason, with or without Cause, upon notice to the other party, but
subject to Section 5 hereof. The Executive shall initially report to the
Company’s Chief Executive Officer (“CEO”).
The Executive shall comply with and perform, faithfully, diligently and to the
best of his ability, such directions and duties in relation to the Company’s
business and affairs as the Company may from time to time vest in or request of
him. The Executive shall devote substantially all of his business time,
attention and energies to the Company’s business and shall not engage in any
other business activity (without the CEO’s approval), whether or not for profit
or other pecuniary advantage, that may conflict with the performance of his
duties hereunder.


 


4.
Compensation and Benefits. As
compensation for the Executive satisfactorily performing his duties and
obligations hereunder to the Company and subject to the provisions of
Section 5, the Executive shall receive:


 

















 


4.1.
Base Salary. The Executive will
receive his base salary paid at a rate of $17,850 per month (the “Base Salary”), subject to applicable tax
and other withholding obligations. The Base Salary shall be payable in
accordance with the customary payroll practices of the Company as may be
established or modified from time to time. Currently, salaries are paid on a
bi-weekly basis.


 


4.2
Annual Bonus. During the term
hereof, the Executive will be eligible to receive an annual bonus payment of up
to $96,390, subject to applicable tax and other withholding obligations.  Payment of this annual bonus is subject to
the attainment of mutually agreed upon milestones between the Executive and the
CEO (or the Executive’s future supervisor, if not the CEO) and shall be
payable, if at all, following approval of such payment by the Company’s
Compensation Committee and in accordance with the Company’s customary bonus
practices as established or modified from time to time.  In the event of termination for reasons
other than Cause, the amount of the bonus will be prorated for the time between
the Effective Date of this Agreement and the termination date.


 


4.3.
Benefits. During the term hereof
and subject to any contribution therefore generally required of the Company,
the Executive shall continue to be eligible to participate in all employee
benefits plans as from time to time adopted by the Company and in effect for
executives of the Company in similar positions. Such participation shall be
subject to (i) the terms of the applicable plan documents, (ii) generally
applicable Company policies, and (iii) the discretion of the Company
and/or the Board or any administrative or other committee provided for in or
contemplated by such plan. The Company’s current plans and policies shall
govern all other benefits. The Company may alter, modify, add to, or delete its
employee benefits plans and/or policies at any time as the Company and/or the
Board, in their sole judgment, determines to be appropriate.


 


4.4.
Business Expenses. The Company
shall pay or reimburse the Executive for all reasonable business expenses
incurred or paid by the Executive in the performance of his duties and
responsibilities hereunder, subject to (i) any reasonable expense policy
set by the Company as may be modified from time to time, and (ii) such
reasonable substantiation and documentation requirements as may be specified by
the Company from time to time.


 


5.
Termination of Employment. Notwithstanding
the provisions of Section 2 hereof, the Executive’s employment and this
Agreement shall terminate prior to the expiration of the term of this Agreement
under the following circumstances:


 


5.1.
Death or Disability. In the event
of the Executive’s death or Disability (as defined in Section 10B of the
Amended and Restated 1995 Stock Plan, as the same may be amended or amended and
restated from time to time (the “Stock Plan”)
during the term hereof, the Executive’s employment and this Agreement shall
immediately and automatically terminate and the Company shall pay to the
Executive (or in the case of death, the Executive’s designated beneficiary or,
if no beneficiary has been designated by the Executive, his estate), any Base
Salary and vacation (but with respect to vacation only as provided for under
existing Company practice and policy) earned but unpaid through the date of
death or Disability. To the extent the Executive qualifies for either short
term disability and/or long term disability insurance in accordance with the
terms and conditions of the Company’s plans, the Company may offset any such insurance
payments against any Base Salary paid to the Executive (including any such
payment made pursuant to this Section).


 


5.2.
By the Company for Cause.


 


(a)
The Company may terminate the Executive’s employment and this Agreement for
Cause at any time during the term hereof. The Company shall thereafter have no
further obligation or liability to the Executive relating to the Executive’s
employment or this Agreement, other than


 

















 


Base Salary and vacation
(but with respect to vacation only as provided for under existing Company
practice and policy) earned but unpaid through the date of termination.


 


(b)
The following events or conditions shall constitute “Cause” for termination:
(i) the substantial and continuing failure of the Executive, after notice
thereof, to render the lawful services required of him to the  Company or any Related Corporation (as that
term is defined in the Stock Plan) in accordance with the terms or requirements
of his employment; (ii) disloyalty, gross negligence, willful misconduct,
dishonesty or breach of fiduciary duty to the Company or any Related
Corporation; (iii) the commission of an act of embezzlement or fraud;
(iv) deliberate disregard of the rules or policies of the Company or any
Related Corporation which results in direct or indirect loss, damage or injury
to the Company or any Related Corporation; (v) the unauthorized disclosure
of any trade secret or confidential information of the Company or any Related
Corporation; (vi) the commission of an act which constitutes unfair
competition with the Company or any Related Corporation or which induces any
customer or supplier to breach a contract with the Company or any Related
Corporation; or (vii) gross negligence in the performance of his duties
hereunder.


 


5.3
By the Company other than for Cause.  The Company may terminate the
Executive’s employment and this Agreement other than for Cause at any time
during the term hereof. In the event of such termination, the Executive will
receive Base Salary and vacation (but with respect to vacation only as provided
for under existing Company practice and policy) earned by unpaid through the
termination date.  In addition, in the
event of such termination, and provided the Executive executes a release of
claims (the “Release”) releasing the Company, and its subsidiaries, affiliates
and successors, from claims relating to his employment and termination thereof
effective as of the termination date, the Executive will be eligible for the
following severance payments:


 


(a)   An amount equal to the aggregate Base Salary
(as set forth in Section 4.1 above) to which he would have been entitled had he
continued being employed hereunder for the period beginning on the day
following the termination date and ending on the final day of the term of this
Agreement as set forth in Section 2 above, with such payments being made on the
Company’s normal payroll schedule and commencing on the payroll date next
following the effective date of the Release; provided
however that in the event Executive secures a position with another
entity that results in full-time employment (or the economic equivalent
thereof) during the period described above, then the maximum number of months
of Base Salary to which he will be entitled shall be decreased to be equal to
the number of full and partial months (pro-rated for partial months) between
the termination date and the date on which he commences such position (the
period during which Executive is receiving benefits under this subsection is
referred to as the “Severance Period”),
plus he will be entitled an
additional amount equal to three (3) months of Executive’s Base Salary (as set
forth in Section 4.1 above) (paid in accordance with the Company’s normal
payroll schedule);


 


(b) any earned portion
of the annual bonus, subject to the terms and conditions relating to such bonus
payment as set forth in Section 4.2 or as otherwise provided by the
Compensation Committee of the Board; and


 


(c) reimbursement of his
COBRA payments for the Severance Period.


 


5.4.
By the Executive. If the
Executive terminates this Agreement and/or his employment with the Company on
or after April 5, 2004 (but during the term of this Agreement) for any reason
other than death or Disability, the Company shall make the payments pursuant to
the provisions set forth in 5.3   If he
terminates this Agreement and/or his employment under such circumstances prior
to April 5, 2004, then he shall be entitled only to those benefits set forth in
Section 5.2 above.


 

















 


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


 


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


 


6.2.
Termination of Benefits. Except
for any right of continuation of benefits coverage to the extent provided by
COBRA or other applicable law (including the Company’s obligation set forth in
Section 5.3(c) above), benefits shall terminate pursuant to the terms of the
applicable benefit plans as of the termination date of the Executive’s
employment without regard to any severance or other payments to the Executive
following such termination date.


 


6.3
Cessation of Compensation and Benefits. If
the Executive breaches his obligations under this Agreement and/or the Employee
Noncompetition, Nondisclosure and Developments Agreement (the “Noncompetition Agreement”) the Executive
agrees that the Company may (i) immediately cease payment of all
compensation and benefits described in this Agreement and (ii) recover any
severance payments (as referenced in Section 5.3(i)-(ii)) paid by the
Company to the Executive after the date on which the Executive breached the
Noncompetition Agreement. The Executive also agrees that the cessation and
recovery of these payments shall be in addition to, and not as an alternative
to, any other remedies at law or in equity available to the Company, including
the right to seek specific performance or an injunction.


 


7.
Survival of Certain Provisions. The
obligations of the Executive under the Noncompetition Agreement expressly
survive any termination of the Executive’s employment, regardless of the manner
of such termination, or termination of this Agreement.


 


8.
Withholding; Taxes. All payments
made by the Company 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
the Company under any applicable law, and the Company may withhold from any
amounts payable to the Executive (including any amounts payable to the
Executive pursuant to this Agreement) in order to comply with such withholding
obligations.


 


9.
Miscellaneous.


 


9.1.
Assignment. The Executive shall
not assign this Agreement or any interest herein. The Company may assign this
Agreement. No such assignment shall be deemed a “termination” of the
Executive’s employment within the meaning of Section 5. This Agreement
shall inure to the benefit of and be binding upon the Company’s successors and
assigns.


 


9.2
Severability. In the event that
any nonmaterial provision of this Agreement is determined to be legally
invalid, the affected provision shall be stricken from the Agreement and the
remaining terms of the Agreement shall be enforced so as to give effect to the
intention of the parties to the maximum extent practicable. In the event that
any material provision of this Agreement is determined to be legally invalid by
a court of competent jurisdiction, the parties hereto, upon returning the consideration
exchanged in executing this Agreement, may discontinue performance under this
Agreement.


 


9.3.
Waiver; Amendment. Any waiver by
the Company of a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any subsequent breach of such


 

















 


provision or any other
provision hereof. In addition, any amendment to or modification of this
Agreement or any waiver of any provision hereof must be in writing and signed
by the Company.


 


9.4.
Notices. All notices, requests
and other communications provided for by this Agreement shall be in writing and
shall be effective when delivered in person or four business days after being
deposited in the mail of the United States, postage prepaid, registered or
certified, and addressed (a) in the case of the Executive, to the address
set forth underneath his signature to this Agreement or (b) in the case of
the Company, to the attention of the Board, with a copy to the CEO c/o META
Group, Inc.; and/or to such other address as either party may specify by
notice to the other.


 


9.5.
Entire Agreement. This Agreement,
the Noncompetition Agreement, the Stock Plan and the META Group, Inc.
Incentive Stock Option Agreement constitute the entire agreement between the
Company and the Executive with respect to the terms and conditions of the
Executive’s employment with the Company and supersede and cancel all prior
communications, agreements and understandings, written or oral, between the
Executive and the Company with respect to the terms and conditions of the
Executive’s employment with the Company, including the Amended and Restated
Employment Agreement dated March 1, 2002.


 


9.6.
Counterparts. This Agreement may
be executed in counterparts, each of which shall be original and all of which
together shall constitute one and the same instrument.


 


9.7.
Governing Law. This Agreement,
the employment relationship contemplated herein and any claim arising from such
relationship, whether or not arising under this Agreement, shall be governed by
and construed in accordance with the internal laws of the State of Connecticut
without giving effect to any choice or conflict of laws provision or rule
thereof, and this Agreement shall be deemed to be performable in such State.


 


9.8.
Consent to Jurisdiction. The
Executive, by his execution hereof, hereby irrevocably submits to the exclusive
jurisdiction of the state or federal courts of the State of Connecticut for the
purpose of any claim or action arising out of or based upon this Agreement, the
Executive’s employment with the Company and/or termination thereof, or relating
to the subject matter hereof, and agrees not to commence any such claim or
action other than in the above-named courts.


 

















 


IN WITNESS WHEREOF,
this Agreement has been executed by the Company, by its duly authorized
representative, and by the Executive, as of the date first above written.


 


	
   

  	
  META GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  ALFRED
  J. AMOROSO  

  	
   

  
	
   

  	
  Name:
  Alfred J Amoroso 

  
	
   

  	
  Title:
  President and Chief Executive

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  THE EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  JOHN
  A. PIONTKOWSKI

  	
   

  
	
   

  	
   

  	
  John
  A. Piontkowski

  
	
   

  	
   

  
	
   

  	
  ADDRESS:

  	
  6
  November Trail

  
	
   

  	
   

  	
  Weston,
  CT 06883