EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement is made as of March 1, 2001 (the
"EFFECTIVE DATE"), by and between Xxxx X. Xxxxxxxxxxx (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;
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 managerial skills required by the
Company; and
WHEREAS, the Executive and the Company deem it in their respective
best interests to enter into an agreement providing for the continued
employment of the Executive as the Company's Chief Financial Officer, 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.
2. TERM. Subject to earlier termination as provided in Section 5
hereof, this Agreement shall continue for a term commencing on the Effective
Date and ending on February 28, 2002. Thereafter, the Executive understands
that if the Company continues to employ him, his employment will continue to
be on an at-will basis. The term of this Agreement, as from time to time may
be modified and in effect, is hereafter referred to as "the term of this
Agreement" or "the term hereof."
3. CAPACITY AND PERFORMANCE. During the term hereof, the Executive
shall continue to serve the Company as its Chief Financial Officer and
Treasurer and/or in any other position that may be assigned. 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 a majority of
the Company's Board of Directors (the "Board") 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 report to the Company's Chief Executive Officer
("CEO") and/or the Board. The Executive shall comply with and perform,
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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 and/or the Board's approval), whether or not for profit or
other pecuniary advantage, that may conflict with the performance of the 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 continue to receive
his base salary paid at a rate of $15,833.33 per month (the "BASE SALARY"),
subject to any modification resulting from his performance review as approved
by the Compensation Committee of the Board. 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. SIGNING BONUS. Within a reasonable time after the
Executive executes this Agreement, the Executive will receive a one-time
signing bonus payment of $20,000 (the "SIGNING BONUS"). In the event the
Executive terminates his employment within three (3) months from the
Effective Date pursuant to Section 5.4 herein, the Executive agrees to repay
a pro-rated amount of the Signing Bonus to the Company within a time as
prescribed by the Company and/or the Board.
4.3 PERFORMANCE BONUS. During the term hereof, the
Executive will be eligible to receive the following bonus amounts: (i) a
monthly bonus payment of a maximum of $7,500 (the "MONTHLY BONUS PAYMENT"),
capped at an aggregate maximum of $75,000, provided that the Executive
performs his duties each month on a regular, full-time basis in accordance
with the terms of this Agreement; and (ii) an additional one-time bonus
payment of up to $45,000 (the "ANNUAL BONUS PAYMENT"), as determined by the
Compensation Committee of the Board (at its sole discretion) based on factors
that they will establish. All bonus payments shall be payable in accordance
with the Company's customary bonus practices as established or modified from
time to time.
4.4. BENEFITS. During the term hereof and subject to any
contribution therefor 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.
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4.5. 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 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) Upon approval of a majority of the Board, the Board may
terminate the Executive's employment and this Agreement for Cause at any time
during the term hereof. The Board and/or 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 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 services 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; or (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.
5.3 BY THE COMPANY OTHER THAN FOR CAUSE.
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(a) Upon approval of a majority of the Board, the Board 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 be eligible for the following severance payments: (i) a lump
sum payment equal to the Executive's Base Salary for the period from the date
of the Executive's termination of employment until February 28, 2002; and
(ii) any remaining Monthly Bonus Payments and the Annual Bonus Payment,
subject to the terms and conditions relating to both such bonus payments as
set forth in Section 4.3. The Executive agrees to execute a comprehensive
release in a form and scope satisfactory to the Company at the time of any
termination in exchange for the receipt of such severance payments.
5.4. BY THE EXECUTIVE. If the Executive terminates this
Agreement and/or his employment with the Company for any reason other than
death or Disability, the Company shall have no further obligation or
liability to the Executive relating to the Executive's employment or this
Agreement, other than for any Base Salary and vacation earned but unpaid
through the termination date.
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, 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(a)(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.
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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
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Company with respect to the terms and conditions of the Executive's
employment with the Company.
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.
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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/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Chief Executive Officer
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THE EXECUTIVE
/s/ Xxxx X. Xxxxxxxxxxx
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Xxxx X. Xxxxxxxxxxx
ADDRESS: 6 November Trail
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Weston, CT
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