Exhibit 10.47


 


META GROUP, INC.


 


2004 NON-EMPLOYEE DIRECTOR STOCK
OPTION PLAN


 


1.             Purpose.  This Non-Qualified Stock Option Plan, to be
known as the 2004 Non-Employee Director Stock Option Plan (hereinafter, this
“Plan”), is intended to promote the interests of META Group, Inc. (hereinafter,
the “Company”) by providing an inducement to obtain and retain the services of
qualified persons who are not employees or officers of the Company to serve as
members of its Board of Directors (the “Board”).


 


2.             Available Shares.  The total number of shares of Common Stock,
par value $0.01 per share, of the Company (the “Common Stock”) for which
options may be granted under this Plan shall not exceed 225,000 shares, subject
to adjustment in accordance with paragraph 10 of this Plan.  Shares subject to this Plan are authorized
but unissued shares or shares that were once issued and subsequently reacquired
by the Company.  If any options granted under
this Plan are surrendered before exercise or lapse without exercise, in whole
or in part, the shares reserved therefor shall continue to be available under
this Plan.


 


3.             Administration.  This Plan shall be administered by the Board
or by a committee appointed by the Board (the “Committee”).  In the event the Board fails to appoint or
refrains from appointing a Committee, the Board shall have all power and
authority to administer this Plan.  In
such event, the word “Committee” wherever used herein shall be deemed to mean
the Board.  The Committee shall, subject
to the provisions of the Plan, have the power to construe this Plan, to
determine all questions hereunder, and to adopt and amend such rules and
regulations for the administration of this Plan as it may deem desirable.  No member of the Board or the Committee
shall be liable for any action or determination made in good faith with respect
to this Plan or any option granted under it.


 


4.             Automatic Grant of
Options.  Subject to the
availability of shares under this Plan,


 


(a) each person who first becomes a member of the
Board after the effective date of an initial public offering of the Company’s
Common Stock and who is not an employee or officer of the Company (a
“Non-Employee Director”) shall be automatically granted on the date such person
becomes a member of the Board, without further action by the Board, an option
to purchase 15,000 shares of the Common Stock, and


 


(b) after the effective date of an initial public
offering of the Company’s Common Stock, each person who is a Non-Employee
Director on each successive one-year anniversary (during the term of this Plan)
of the date of such person’s first election to the Board shall be automatically
granted on each such date an option to purchase 7,500 shares of the Common
Stock.


 

















 


The options to be granted under this paragraph 4 shall
be the only options ever to be granted at any time to such member under this
Plan.  Notwithstanding anything to the
contrary set forth herein, if this Plan is not approved by a majority of the
Company’s stockholders present, or represented, and voting on such matter at
the 2004 Annual Meeting of the Company’s Stockholders, then the Plan shall
terminate and become void, and no options shall be granted under this Plan.


 


5.             Option Price.  The purchase price of the stock covered by
an option granted pursuant to this Plan shall be 100% of the fair market value
of such shares on the day the option is granted.  The option price will be subject to adjustment in accordance with
the provisions of paragraph 10 of this Plan.  For purposes of this Plan, if, at the time an option is granted
under the Plan, the Company’s Common Stock is publicly traded, “fair market
value” shall be determined as of the date of such grant or, if such prices or
quotes discussed in this sentence are unavailable for such date, the last
business day for which the prices or quotes discussed in this sentence are
available prior to the date of grant and shall mean (i) the average (on
that date) of the high and low prices of the Common Stock on the principal
national securities exchange on which the Common Stock is traded, if the Common
Stock is then traded on a national securities exchange; or (ii) the last
reported sale price (on that date) of the Common Stock on the Nasdaq National
Market, if the Common Stock is not then traded on a national securities
exchange; or (iii) the closing bid price (or average of bid prices) last
quoted (on that date) by an established quotation service for over-the-counter
securities, if the Common Stock is not reported on the Nasdaq National Market.  If the Common Stock is not publicly traded
at the time an option is granted under the Plan, “fair market value” shall mean
the fair value of the Common Stock as determined by the Committee after taking
into consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm’s length.


 


6.             Period of Option.  Unless sooner terminated in accordance with
the provisions of paragraph 8 of this Plan, an option granted hereunder shall
expire on the date which is ten (10) years after the date of grant of the
option.


 


7.             (a)           Vesting
of Shares and Non-Transferability of Options.  Options granted under this Plan shall not be exercisable until
they become vested.  Options granted
under this Plan shall vest in the optionee and thus become exercisable as
follows, provided that the optionee has continuously served as a member of the
Board through such vesting date:


 


(i)            For
options granted pursuant to Section 4(a) hereof:


 


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  Percentage of Option

  Shares for which

  Option Will be Exercisable

  	
   

  	
  Date of
  Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  33 1/3%

  	
   

  	
  On the date of grant

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  66 2/3%

  	
   

  	
  One year from the date of grant

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  100%

  	
   

  	
  Two years from the date of grant

  	
   

  



 


 


(ii)           For
options granted pursuant to Section 4(b) hereof, all such options shall
vest in full on the one-year anniversary of the date of grant.


 


(iii)          The number of shares as to which options may
be exercised shall be cumulative, so that once the option shall become
exercisable as to any shares it shall continue to be exercisable as to said
shares, until expiration or termination of the option as provided in this Plan.


 


(b)           Non-transferability.  Options granted under the Plan may not be
sold, pledged, assigned, hypothecated, transferred or disposed of in any manner
other than (a) by will, (b) by the laws of descent or distribution, or (c) by
gift or pursuant to a domestic relations order to a family member of the
optionee to the extent permitted under the instructions to Form S-8.  The designation of a beneficiary by an
optionee does not constitute a transfer. 
An option may be exercised during the lifetime of an optionee only by
the optionee or a transferee permitted by this Section.


 


8.             Termination of
Option Rights.


 


(a)           Except
as otherwise specified in the agreement relating to an option, in the event an
optionee ceases to be a member of the Board for any reason other than death or
permanent disability, any then unexercised portion of options granted to such
optionee shall, to the extent not then vested, immediately terminate and become
void; any portion of an option which is then vested but has not been exercised
at the time the optionee so ceases to be a member of the Board may be exercised,
to the extent it is then vested, by the optionee within 90 days of the
date the optionee ceased to be a member of the Board; and all options shall
terminate after such 90 days have expired.


 


(b)           In
the event that an optionee ceases to be a member of the Board by reason of his
or her death or permanent disability, any option granted to such optionee shall
be immediately and automatically accelerated and become fully vested and all
unexercised options shall be exercisable by the optionee (or by the optionee’s
personal representative, heir or legatee, in the event of death) until the
scheduled expiration date of the option.


 


9.             Exercise of Option.  Subject to the terms and conditions of this
Plan and the option agreements, an option granted hereunder shall, to the
extent then exercisable, be


 


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exercisable in whole or
in part by giving written notice (including electronic notice) to the Company
addressed to META Group, Inc., at its principal executive offices, or to an
authorized agent of the Company pursuant to such procedures as the Company and
such agent may from time to time prescribe, stating the number of shares with
respect to which the option is being exercised, accompanied by payment in full
for such shares.  Payment may be
(a) in United States dollars in cash or by check, (b) in whole or in
part in shares of the Common Stock of the Company already owned by the person
or persons exercising the option or shares subject to the option being
exercised (subject to such restrictions and guidelines as the Board may adopt
from time to time), valued at fair market value determined in accordance with
the provisions of paragraph 5 or (c) consistent with applicable law,
through the delivery of an assignment to the Company of a sufficient amount of
the proceeds from the sale of the Common Stock acquired upon exercise of the
option and an authorization to the broker or selling agent to pay that amount
to the Company, which sale shall be at the participant’s direction at the time
of exercise.  There shall be no such
exercise at any one time as to fewer than one hundred (100) shares or all
of the remaining shares then purchasable by the person or persons exercising
the option, if fewer than one hundred (100) shares.  The Company’s transfer agent shall, on
behalf of the Company, prepare a certificate or certificates representing such
shares acquired pursuant to exercise of the option, shall register the optionee
as the owner of such shares on the books of the Company and shall cause the
fully executed certificate(s) representing such shares to be delivered to the
optionee as soon as practicable after payment of the option price in full.  The holder of an option shall not have any
rights of a stockholder with respect to the shares covered by the option,
except to the extent that one or more certificates for such shares shall be
delivered to him or her upon the due exercise of the option.


 


10.          Adjustments Upon
Changes in Capitalization and Other Events.  Upon the occurrence of any of the following events, an optionee’s
rights with respect to options granted to him or her hereunder shall be
adjusted as hereinafter provided:


 


(a)           Stock Dividends and
Stock Splits.  If the shares of
Common Stock shall be subdivided or combined into a greater or smaller number
of shares or if the Company shall issue any shares of Common Stock as a stock
dividend on its outstanding Common Stock or engage in any similar transaction,
the number of shares of Common Stock remaining available for issuance under the
Plan, and the number of shares of Common Stock deliverable upon the exercise of
options (including as to outstanding options and as to options that have not
yet been granted hereunder) shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase
price per share to reflect such subdivision, combination or stock dividend.


 


(b)           Recapitalization
Adjustments.  If the Company is
to be consolidated with or acquired by another entity in a merger, sale of all
or substantially all of the Company’s assets or otherwise, each option granted
under this Plan which is outstanding but unvested as of the effective date of
such event shall become exercisable in full thirty (30) days prior to  the effective date of such event and,
unless adjusted so as to continue pursuant to the following sentence, shall
terminate to the extent unexercised upon such effective date.  In the event of a reorganization,
recapitalization, merger, consolidation, or any other change in the corporate


 


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structure or shares of
the Company, adjustments in the number and kind of shares authorized by this
Plan and in the number and kind of shares covered by, and in the option price
of outstanding options under this Plan necessary to maintain the proportionate
interest of the optionee and preserve, without exceeding, the value of such
option, shall be made.


 


(c)           Issuances of
Securities.  Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares subject to options.  No
adjustments shall be made for dividends paid in cash or in property other than
securities of the Company.


 


(d)           Adjustments.  Upon the happening of any of the foregoing
events, the class and aggregate number of shares set forth in paragraph 2
of this Plan that are subject to options which previously have been or
subsequently may be granted under this Plan shall also be appropriately
adjusted to reflect such events.  The
Board shall determine the specific adjustments to be made under this
paragraph 10 and its determination shall be conclusive.


 


11.          Restrictions on
Issuance of Shares. 
Notwithstanding the provisions of paragraphs 4 and 9 of this Plan,
the Company shall have no obligation to deliver any certificate or certificates
upon exercise of an option until one of the following conditions shall be
satisfied:


 


(a)           The
issuance of shares with respect to which the option has been exercised is at
the time of the issue of such shares effectively registered under applicable
Federal and state securities laws as now in force or hereafter amended; or


 


(b)           Counsel
for the Company shall have given an opinion that the issuance of such shares is
exempt from registration under Federal and state securities laws as now in
force or hereafter amended; and the Company has complied with all applicable
laws and regulations with respect thereto, including without limitation all
regulations required by any stock exchange upon which the Company’s outstanding
Common Stock is then listed.


 


12.          Legend on
Certificates.  The certificates
representing shares issued pursuant to the exercise of an option granted
hereunder shall carry such appropriate legend, and such written instructions
shall be given to the Company’s transfer agent, as may be deemed necessary or
advisable by counsel to the Company in order to comply with the requirements of
the Securities Act of 1933 or any state securities laws.


 


13.          Representation of
Optionee.  If requested by the
Company, the optionee shall deliver to the Company written representations and
warranties upon exercise of the option that are necessary to show compliance
with Federal and state securities laws, including representations and
warranties to the effect that a purchase of shares under the option is made for
investment and not with a view to their distribution (as that term is used in
the Securities Act of 1933).


 


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14.           Option
Agreement.  Each option granted
under the provisions of this Plan shall be evidenced by an option agreement,
which agreement shall be duly executed and delivered on behalf of the Company
and by the optionee to whom such option is granted.  The option agreement shall contain such terms, provisions and
conditions not inconsistent with this Plan as may be determined by the officer
executing it.


 


15.          Termination and
Amendment of Plan.  Options may
no longer be granted under this Plan after the tenth anniversary of the date
the Plan is approved by the Company’s stockholders and this Plan shall
terminate when all options granted or to be granted hereunder are no longer
outstanding.  The Board may at any time
terminate this Plan or make such modification or amendment thereof as it deems
advisable, including (but subject in all events to Section 2 above) modify the
Plan so as to increase the number of shares subject to options granted
hereunder or to change the vesting schedule and other terms of options granted
hereunder; provided, however, that the Board may not, without
approval by the affirmative vote of the holders of a majority of the shares of
Common Stock present in person or by proxy and voting on such matter at a
meeting, (a) increase the total number of shares that may be issued under
the Plan (except by adjustment pursuant to paragraph 10); (b) except
as provided above in this Section 15 (which changes shall not be deemed to be a
material increase in benefits), materially increase the benefits accruing to
participants under the Plan; (c) materially modify the requirements as to
eligibility for participation in the Plan; (e) modify the provisions of Section 5
regarding the minimum prices at which shares must be purchased subject to
options (except by adjustment pursuant to paragraph 10); (f) extend
the expiration date of the Plan; (g) expand the types of awards that may be
granted under the Plan; or (i) take any other action for which stockholder
approval is mandated under the applicable laws (including, to the extent the
Company is subject to such, the rules or listing standards of any stock
exchange or the Nasdaq National Market). 
Termination or any modification or amendment of this Plan shall not,
without consent of a participant, affect his or her rights under an option
previously granted to him or her.


 


16.          Withholding of Income
Taxes.  Upon the exercise of an
option, the Company may require the optionee to pay withholding taxes in
respect of amounts considered to be compensation includable in the optionee’s
gross income.


 


17.          Governing Law.  The validity and construction of this Plan
and the instruments evidencing options shall be governed by the laws of the
State of Delaware, without giving effect to the principles of conflicts of law
thereof.


 


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