exv10w1



 






Exhibit 10.1




GARTNER, INC.

2003 LONG-TERM INCENTIVE PLAN

STOCK APPRECIATION RIGHT AGREEMENT




Grant # ________




NOTICE OF GRANT




     Gartner, Inc. (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (the “Grantee”), a stock
appreciation right (the “SAR”) under the Company’s 2003 Long-Term Incentive Plan (the “Plan”), to
exercise in exchange for a payment from the Company pursuant to this SAR. The date of this
Agreement is [DATE] (the “Grant Date”). In general, the latest date this SAR will expire is [DATE]
(the “Expiration Date”). However, as provided in Appendix A (attached hereto), this SAR may
expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan,
the principal features of this SAR are as follows:



Number of Shares to which this SAR pertains: [NUMBER]




Exercise Price per Share: $0.0005





Vesting Commencement Date: [DATE]




Vesting Schedule:




Twenty-five percent (25%) of the Shares to which this SAR pertains shall vest on the one (1)
year anniversary of the Vesting Commencement Date, and twenty-five percent (25%) of the
Shares to which this SAR pertains shall vest on each subsequent anniversary of the Vesting
Commencement Date, subject to Grantee’s Continued Service through each such date.



	 	 	 
	Event Triggering	 	Maximum Time to Exercise
	Termination of SAR:	 	After Triggering Event*:
	Termination of Service due to Disability

	 	6 months
	Termination of Service due to death

	 	1 year
	All other Terminations of Service

	 	90 days








 




			
	*	 	However, in no event may this SAR be exercised after the Expiration Date.





     Your signature below indicates your agreement and understanding that this SAR is subject to
all of the terms and conditions contained in this the Plan and this SAR Agreement (the
“Agreement”), which includes this Notice of Grant and Appendix A. For example, important
additional information on vesting and termination of this SAR is contained in Paragraphs 3 through
5 of Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE
SPECIFIC TERMS AND CONDITIONS OF THIS SAR.



	 	 	 	 	 	 	 
	GARTNER, INC.	 	 	 	GRANTEE
	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Title:
	 	 	 	[NAME]







 









 








APPENDIX A



TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS




     1. Grant of SAR. The Company hereby grants to the Grantee under the Plan, as a
separate incentive in connection with his or her employment and not in lieu of any salary or other
compensation for his or her services, a SAR pertaining to all or any part of an aggregate of
[NUMBER] Shares, which SAR entitles the Grantee to exercise the SAR in exchange for Shares in the
amount determined under Paragraph 9 below.



     2. Exercise Price. The purchase price per Share for this SAR (the “Exercise Price”)
shall be $0.0005, which is the Fair Market Value of a Share on the Grant Date. When the SAR is
exercised, the purchase price will be deemed paid by the Grantee for the exercised portion of the
SAR through the past services rendered by the Grantee, and will be subject to the appropriate tax
withholdings.



     3. Vesting Schedule. Except as otherwise provided in this Agreement, the right to
exercise this SAR will vest in accordance with the vesting schedule set forth in the Notice of
Grant which constitutes part of this Agreement. Shares scheduled to vest on any date will vest
only if the Grantee remains in Continued Service on such date. The Committee, in its discretion,
may accelerate the vesting of the balance, or some lesser portion of the balance, of the SARs at
any time, subject to the terms of the Plan. If so accelerated, such SARs will be considered as
having vested as of the date specified by the Committee.



     4. Termination of SAR. In the event of the Grantee’s termination of Continued Service
for any reason other than Disability or death, the Grantee may, within ninety (90) days after the
date of such termination of Continued Service, or prior to the Expiration Date, whichever shall
first occur, exercise any vested but unexercised portion of this SAR. In the event of the
Grantee’s termination of Continued Service due to Disability, the Grantee may, within six (6)
months after the date of such termination, or prior to the Expiration Date, whichever shall first
occur, exercise any vested but unexercised portion of this SAR.



     5. Death of Grantee. In the event that the Grantee dies while in the employ of the
Company and/or a Parent or Subsidiary, the administrator or executor of the Grantee’s estate (or
such other person to whom the SAR is transferred pursuant to the Grantee’s will or in accordance
with the laws of descent and distribution), may, within one (1) year after the date of death,
exercise any vested but unexercised portion of the SAR. Any such transferee must furnish the
Company (a) written notice of his or her status as a transferee, (b) evidence satisfactory to the
Company to establish the validity of the transfer of this SAR and compliance with any laws or
regulations pertaining to such transfer, and (c) written acceptance of the terms and conditions of
this SAR as set forth in this Agreement.



     6. Persons Eligible to Exercise SAR. Except as provided in Paragraph 5 above or as
otherwise determined by the Committee in its discretion, this SAR shall be exercisable during the
Grantee’s lifetime only by the Grantee.



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     7. SAR is Not Transferable. Except as otherwise expressly provided herein, this SAR
and the rights and privileges conferred hereby may not be transferred, pledged, assigned or
otherwise hypothecated in any way (whether by operation of law or otherwise) and shall not be
subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
pledge, assign, hypothecate or otherwise dispose of this SAR, or of any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or similar process,
this SAR and the rights and privileges conferred hereby immediately shall become null and void.



     8. Exercise of SAR. This SAR may be exercised by the person then entitled to do so as
to any Shares, and such exercise must be in accordance with the Company’s published exercise
procedures, as in effect from time to time, which may require the Grantee to exercise this SAR
through the Company’s designated broker or administrator. All exercises must be accompanied by
payment of the aggregate exercise price together with all taxes the Company determines are
required to be withheld by reason of the exercise of this SAR or as are otherwise required under
Paragraph 10 below. Exercise forms are available from the Stock Plan Administration. Payment of
the aggregate exercise price must be (i) in cash (including check, bank draft or money order), or
(ii) for “cashless exercises” during the open trading window, by delivery of such documentation as
the Committee and any broker of deposit, if applicable, shall require to effect an exercise of the
SAR and delivery to the Company of the sale or loan proceeds required to pay the exercise price, in
each case plus any applicable withholding taxes.



     9. Payment of SAR Amount. Upon exercise of this SAR, the Grantee shall be entitled to
receive the number of Shares (the “SAR Amount”), less applicable withholdings, determined by (i)
multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise
over the Exercise Price; times (b) the number of Shares with respect to which this SAR is
exercised, and (ii) dividing the product of (a) and (b) by the Fair Market Value of a Share on the
date of exercise. The SAR Amount shall be paid solely in whole Shares; any fractional amount shall
be rounded down to the nearest whole share. Shares issued pursuant to the exercise of this SAR may
be delivered in book form or listed in street name with a brokerage company of the Company’s
choice.



     10. Tax Withholding and Payment Obligations. When the Shares are issued as payment
for exercised SARs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a
U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable
taxes in his or her jurisdiction. The Company (or the employing Parent or Subsidiary) will
withhold a portion of the Shares otherwise issuable in payment for exercised SARs that have an
aggregate market value sufficient to pay the minimum federal, state and local income, employment
and any other applicable taxes required to be withheld by the Company (or the employing Parent or
Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant
to the exercise of SARs and the issuance of Shares thereunder. The Company (or the employing
Parent or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the
applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the
withholding requirements are not satisfied through the withholding of Shares (or, through the
Grantee’s paycheck, as indicated above), no payment will be made to the Grantee (or his or her
estate) for SARs unless and until satisfactory arrangements (as determined by the Committee) have
been made by the Grantee with respect to the payment of any income and other taxes which the
Company determines must be withheld or collected with respect to such SARs. By accepting this
award of SARs, the



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Grantee expressly consents to the withholding of Shares and to any cash or Share withholding
as provided for in this paragraph 10. All income and other taxes related to the SAR award and any
Shares delivered in payment thereof are the sole responsibility of the Grantee.



     11. Suspension of Exercisability. If at any time the Company shall determine, in its
discretion, that the listing, registration or qualification of the SARs upon any securities
exchange or under any state or federal law, or the consent or approval of any governmental
regulatory authority, is necessary or desirable as a condition of the exercise of SARs hereunder,
this SAR may not be exercised, in whole or in part, unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of
any such state or federal law or securities exchange and to obtain any such consent or approval of
any such governmental authority.



     12. No Rights of Stockholder. Neither the Grantee (nor any transferee) shall be or
have any of the rights or privileges of a stockholder of the Company in respect of any of the
Shares covered by this SAR.



     13. No Effect on Employment. The Grantee’s employment with the Company and any Parent
or Subsidiary is on an at-will basis only, subject to the provisions of applicable law.
Accordingly, subject to any written, express employment contract with the Grantee, nothing in this
Agreement or the Plan shall confer upon the Grantee any right to continue to be employed by the
Company or any Parent or Subsidiary or shall interfere with or restrict in any way the rights of
the Company or the employing Parent or Subsidiary, which are hereby expressly reserved, to
terminate the employment of the Grantee at any time for any reason whatsoever, with or without good
cause. Such reservation of rights can be modified only in an express written contract executed by
a duly authorized officer of the Company or the Parent or Subsidiary employing the Grantee.



     14. Address for Notices. Any notice to be given to the Company under the terms of
this Agreement shall be addressed to the Company, in care of its Secretary at the Company’s
headquarters, P.O. Box 10212, 56 Top Gallant Road, Stamford, CT 06902-7700, or at such other
address as the Company may hereafter designate in writing.



     15. Maximum Term of SAR. Notwithstanding any other provision of this Agreement, this
SAR is not exercisable after the Expiration Date.



     16. Binding Agreement. Subject to the limitation on the transferability of this SAR
contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



     17. Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of Connecticut, other than its conflicts of laws provisions.



     18. Plan Governs. This Agreement is subject to all of the terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Agreement and one or



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more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and
phrases used and not defined in this Agreement shall have the meaning set forth in the Plan.



     19. Committee Authority. The Committee shall have all discretion, power, and
authority to interpret the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith (including, but not limited
to, the determination of whether or not any SARs have vested). All actions taken and all
interpretations and determinations made by the Committee in good faith shall be final and binding
upon the Grantee, the Company and all other interested persons, and shall be given the maximum
deference permitted by law. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or this Agreement.



     20. Captions. The captions provided herein are for convenience only and are not to
serve as a basis for the interpretation or construction of this Agreement.



     21. Agreement Severable. In the event that any provision in this Agreement shall be
held invalid or unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining provisions of this
Agreement.



     22. Modifications to the Agreement. This Agreement constitutes the entire
understanding of the parties on the subjects covered. The Grantee expressly warrants that he or
she is not executing this Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Except as otherwise provided herein, modifications to this
Agreement or the Plan can be made only in an express written contract executed by a duly authorized
officer of the Company.



     23. Amendment, Suspension, Termination. By accepting this SAR, the Grantee expressly
warrants that he or she has received an SAR to purchase stock under the Plan, and has received,
read and understood a description of the Plan. The Grantee understands that the Plan is
discretionary in nature and may be modified, suspended or terminated by the Company at any time.



     24. Defined Terms: Capitalized terms used in this Agreement without definition will
have the meanings provided for in the Plan. When used in this Agreement, the following capitalized
terms will have the following meanings:




“Continued Service” means that your employment relationship is not
interrupted or terminated by you, the Company, or any Parent or Subsidiary of
the Company. Your employment relationship will not be considered interrupted
in the case of: (i) any leave of absence approved in accordance with the
Company’s written personnel policies, including sick leave, family leave,
military leave, or any other personal leave; or (ii) transfers between
locations of the Company or between the Company and any Parent, Subsidiary or
successor; provided, however, that, unless otherwise provided in the
Company’s written personnel policies, in this Agreement or under applicable
laws, rules or regulations, or unless the Committee has otherwise expressly



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provided for different treatment with respect to this Agreement, (x) no such
leave may exceed ninety (90) days, and (y) any vesting shall cease on the
ninety-first (91st) consecutive date of any leave of absence
during which your employment relationship is deemed to continue and will not
recommence until such date, if any, upon which you resume service with the
Company, its Parent, Subsidiary or successor. If you resume such service in
accordance with the terms of the Company’s military leave policy, upon
resumption of service you will be given vesting credit for the full duration
of your leave of absence. Continuous employment will be deemed interrupted
and terminated for an Employee if the Grantee’s weekly work hours change from
full time to part time. Part-time status for the purpose of vesting
continuation will be determined in accordance with policies adopted by the
Company from time to time, which policies, if any, shall supersede the
determination of part-time status set forth in the Company’s posted “employee
status definitions”.




“Disability” means total and permanent disability as defined in
Section 22(e)(3) of the Code.



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