0001104659-02-006330 Sample Contracts

EMPLOYEE NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS AGREEMENT
Employee Noncompetition, Nondisclosure and Developments Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management • Connecticut

In consideration and as a condition of my employment by META Group, Inc., or any of its subsidiaries, subdivisions or affiliates, (“MG,” or the “Company”), and the compensation received by me from the Company from time to time, I hereby agree with the Company as follows:

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EMPLOYMENT AGREEMENT
Employment Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management • Connecticut

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, and its and their predecessors, successors and assigns (the “Company”).

SEVERANCE AGREEMENT
Severance Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management • Connecticut

This Severance Agreement (the “Agreement”) is made and entered into as of this 31st day of July, 2002 (the “Effective Date”), by and between META Group, Inc., a Delaware corporation (the “Company”), and Dale Kutnick (the “Executive”).

AMENDMENT No. 1 to META GROUP, INC. EMPLOYMENT AND MANAGEMENT AGREEMENT
Employment and Management Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management

This Amendment No. 1 (“Amendment”) is entered into as of July 31, 2002 (the “Amendment Effective Date”) between HOWARD RUBIN, an individual residing at 450 Long Ridge Road, Pound Ridge, New York 10576 (the “Executive”), and META Group, Inc. (“Company”), to amend the META GROUP, INC. EMPLOYMENT AND MANAGEMENT AGREEMENT, dated as of October 27, 2000 (the “Employment Agreement”) between them.

AMENDMENT No. 1 To META GROUP, INC. NON-COMPETITION AGREEMENT
Non-Competition Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management

This Amendment No. 1 (“Amendment”) is entered into as of July 31, 2002 (the “Amendment Effective Date”) between HOWARD RUBIN, an individual residing at 450 Long Ridge Road, Pound Ridge, New York 10576 (“Principal”), and META Group, Inc., to amend the NON-COMPETITION AGREEMENT, dated as of October 27, 2000 (the “Agreement”) between the parties. Terms not otherwise defined in this Amendment shall have the same meaning ascribed to them in the Agreement.

AMENDMENT No. 1 to Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management

This Amendment No. 1 (“Amendment”) is entered into as of July 31, 2002 (the “Amendment Effective Date”) between Howard Rubin as Rubin (“Optionee”) and META Group, Inc. (“Company”). Terms not otherwise defined in this Amendment shall have the same meaning ascribed to them in the Non-Qualified Stock Option Agreement of October 27, 2000 (the “NQSOA”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management

This Amendment No. 1 (“Amendment”) is entered into as of July 31, 2002 (the “Amendment Effective Date”) between Rubin Systems Inc. as Seller, Howard Rubin as Rubin and as Stockholder, and META Group, Inc. as Buyer. Terms not otherwise defined in this Amendment shall have the same meaning ascribed to them in the Asset Purchase Agreement dated October 27, 2000 (the “Agreement”).

COMMON STOCK PURCHASE AND SALE AGREEMENT
Common Stock Purchase and Sale Agreement • November 15th, 2002 • Meta Group Inc • Services-engineering, accounting, research, management • Delaware

This Common Stock Purchase and Sale Agreement (the “Agreement”) is entered into as of this 17th day of September, 2002 by and among META Group AG, a corporation organized under the laws of Germany (the “Seller”), and the purchasers named in Exhibit A hereto (collectively, the “Purchasers”).

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