META Group, Inc./JMI Long TermIncentive Compensation Plan Waiver and Release Agreement

Exhibit 10.1

META Group, Inc./JMI Long Term Incentive Compensation Plan

Waiver and Release Agreement

Background

             I understand that (i) META Group, Inc., a Delaware corporation (“META” or the “Company”), plans to terminate the META Group, Inc./JMI Long Term Incentive Compensation Plan (the “Plan”) pursuant Section VI.E of the Plan; (ii) META plans to sell its entire partnership interest in all JMI Funds; and (iii) the termination of the Plan and sale by META of its partnership interest in all JMI Funds adversely affects my unvested ownership interest in and to all Units granted to me under the Plan.  Based on these express understandings, I hereby consent to the termination of my interest and rights in and to all Units that I have been granted pursuant to the Plan, all of which are unvested, effective as of the date below (the “Effective Date”).  All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Plan.

Grant of Stock Options

             In consideration for executing this Waiver and Release Agreement (the “Agreement”) and subject to approval of the Company’s Board of Directors, META will grant to me an option to purchase that number of shares of the Company’s common stock, par value $.01 per share (“Common Stock”) equal to the number of Units previously granted to and currently held by me multiplied by 1,000 (one thousand).  The purchase price for a share of Common Stock subject to such option shall be equal to the fair market value of one share of Common Stock at the close of business on the date of the grant (the “Exercise Price”).  The options will be subject to the terms and conditions of the Company’s Amended and Restated 1995 Stock Plan (the “Stock Option Plan”) and the Company’s standard Incentive Stock Option Agreement or Non-Qualified Stock Option Agreement, as applicable, between the Company and me.  One-third of such options shall be vested on the date of grant, another one-third shall vest on the date which is 6 months from the grant date and the final one-third shall vest on the date which is the one year anniversary date of the grant date (in the latter two cases, subject to continued employment with the Company).  To the maximum extent possible, such options shall be intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended.

Release

             In consideration for META’s stock option grant to me as described above, I and my representatives, agents, estate, heirs, successors and assigns absolutely and unconditionally hereby voluntarily release, discharge, disclaim, waive, indemnify and hold harmless META and its parents, subsidiaries or affiliates, predecessors, successors or assigns, and its and their respective current and/or former partners, directors, trustees, investors, shareholders/stockholders, officers, employees, attorneys and/or agents, all both individually and in their official capacities, from any and all actions, claims, rights, liabilities or damages, whether existing or contingent, known or unknown, that arise from and/or are related to the Plan, the termination of such Plan and/or the termination of my interest and rights in and to all Units that I have been granted pursuant to the Plan.