EX-10.16: EMPLOYMENT AGREEMENT



 



Exhibit 10.16



EMPLOYMENT AGREEMENT



         This Employment Agreement (the “Agreement”) is entered into as of June 15,
2001, between Steven Tait, an individual (“Executive”) and Gartner, Inc., a
Delaware corporation (the “Company”).


Recitals



         A.     The Company and the Executive desire to set forth their agreement
pursuant to which the Executive will an Executive Vice President effective June
15, 2001 and to provide for Executive’s employment by the Company upon the
terms and conditions set forth herein.


Agreement



         Therefore, in consideration of the mutual covenants contained herein, the
parties hereby agree as follows:


         1.     Employment. Executive will serve as Executive Vice President of the
Company for the Employment Term specified in Section 2 below. Executive will
report solely to the Chief Executive Officer of the Company and will render
such services consistent with his role as the Chief Executive Officer or Board
of Directors may from time to time direct. Executive’s office shall be located
at the executive offices of the Company in Stamford, Connecticut or Ft. Myers,
Florida. Executive may (i) serve on corporate, civic or charitable boards or
committees and (ii) deliver lectures, fulfill speaking engagements or teach at
educational institutions, to the extent consistent with the Company’s policies
(as applicable) or disclosed to the Chief Executive Officer and that the Chief
Executive Officer determines in good faith do not interfere with the
performance of Executive’s responsibilities hereunder.


         2.     Term. The employment of Executive pursuant to this Agreement shall
continue through September 30, 2003 (the “Employment Term”), unless extended or
earlier terminated as provided in this Agreement. The Employment Term shall
automatically be extended for additional one-year periods commencing on October
1, 2003 and continuing each year thereafter, unless either Executive or the
Company gives the other written notice, in accordance with Section 12(a) and at
least 90 days prior to the then scheduled expiration of the Employment Term, of
such party’s intention not to extend the Employment Term.


         3.     Salary. As compensation for the services rendered by Executive under
this Agreement, the Company shall pay to Executive a base salary initially
equal to $300,000 per year (“Base Salary”) for fiscal year 2001, payable to
Executive in accordance with the Company’s payroll practices as in effect from
time to time during the Employment Term. The Base Salary shall be subject to
adjustment by the Board of Directors of the Company or the Compensation
Committee of the Board of Directors, in the sole discretion of the Board or
such Committee, on an annual basis; provided, however, that Executive’s salary
may not be decreased other than any such reduction consistent with a general
reduction of pay across the executive staff as a group as an economic or
strategic measure due to poor financial performance by the Company.


         4.     Bonus. In addition to his Base Salary, Executive shall be entitled to
participate in the Company’s executive bonus program. The Board or its
Compensation Committee shall establish the

 







 




annual target bonus, in the discretion of the Board or such Committee, and
shall be payable based on achievement of specified Company and individual
objectives. Executive’s target bonus for the fiscal years ending September 30,
2001 and 2002 shall be between $200,000 and $400,000 with a guaranteed minimum
of $100,000. Such bonus amounts shall be subject to annual adjustment by the
Board or the Compensation Committee of the Board, in the sole discretion of the
Board or such Committee, on an annual basis; provided, however, that
Executive’s target bonus may not be decreased without Executive’s consent other
than any such reduction consistent with a general reduction of pay across the
executive staff as a group, as an economic or strategic measure due to poor
financial performance by the Company.


         5.     Executive Benefits.


                  (a) Spin-Off. If during the Employment Term the Company should create a
material spin-off entity in which the Company intends to offer an equity stake
to third party investors or the public and in which executives or employees of
the Company or such entity are to receive capital stock or options to purchase
capital stock, then Executive shall be granted capital stock in such entity, or
an option to purchase such capital stock, in such amounts as the Board of
Directors of the Company or its compensation Committee shall deem appropriate
in connection with the formation or spin-off.



                  (b) Other Employee and Executive Benefits. Executive will be entitled to
receive all benefits provided to senior executives, executives and employees of
the Company generally from time to time, including medical, dental, life
insurance and long-term disability, and the executive split-dollar life
insurance and executive disability plan, in each case so long as and to the
extent the same exist; provided, that in respect to each such plan Executive is
otherwise eligible and insurable in accordance with the terms of such plans.
Executive will also be entitled to automobile benefits pursuant to a policy to
be implemented by the Company with the concurrence of the Chairman of the
Compensation Committee of the Board of Directors.



                  (c) Tax and Visa Green Card Assistance. Executive will be reimbursed for
assistance in tax planning with respect to his United States and United Kingdom
tax situation and tax return preparation as necessary. The Company will
support Executive’s efforts to obtain appropriate visas and a green card.
Executive will also be reimbursed for legal expenses and al reasonable
out-of-pocket expenses incurred in maintaining his work visa in the United
States and obtaining and maintaining his green card. The Company further
agrees that until such time as Executive’s United States visa becomes valid,
the Company will reimburse Executive or pay for all medical expenses incurred
by Executive and his family. In the event that Executive is unable to maintain
a work visa for the United States, the Company will cover relocation expenses
for the Executive’s return to the United Kingdom and will arrange a comparable
position for him within the Company.



                  (d) Vacation, Sick Leave, Holidays and Sabbatical. Executive shall be
entitled to vacation, sick leave, holidays and sabbatical in accordance with
the policies of the Company as they exist from time to time. Executive
understands that under the current policy he is entitled to up to four (4)
weeks vacation per calendar year. Vacation which is not used during any
calendar year will roll over to the following year only to the extent provided
under the Company’s vacation policies as they exist from time to time.



-2-







 


         6.     Severance Benefits.


                  (a) At Will Employment. Executive’s employment shall be “at will.”
Either the Company or Executive may terminate this agreement and Executive’s
employment at any time, with or without Business Reasons (as defined in Section
7(a) below), in its or his sole discretion, upon sixty days’ prior written
notice of termination.



                  (b) Involuntary Termination. If at any time during the term of this
Agreement, other than following a Change in Control to which Section 6(c)
applies, the Company terminates the employment of Executive involuntarily and
without Business Reasons or a Constructive Termination occurs, then in addition
to salary and vacation accrued through the Termination Date, Executive shall be
entitled to receive the following: (i) continued salary for a period of three
years following the Termination Date at the rate then in effect, payable in
accordance with the Company’s regular payroll schedule as in effect from time
to time, (ii) at the Termination Date Executive’s minimum target bonus for the
fiscal year in which the Termination Date occurs plus any unpaid bonus from the
prior fiscal year, (iii) following the end of the fiscal year in which the
Termination Date occurs and management bonuses have been determined, a pro rata
share (based on the proportion of the fiscal year during which Executive
remained an employee of the Company) of the bonus that would have been payable
to Executive under the bonus plan in excess of Executive’s minimum target bonus
for the fiscal year, (iv) following the end of the first fiscal year following
the fiscal year in which the Termination Date occurs, Executive’s minimum
target bonus for such following fiscal year (or, if the target bonus for such
year was not previously set, then Executive’s minimum target bonus for the
fiscal year in which the Termination Date occurred), (v) acceleration in full
of vesting of all outstanding stock options, TARPs and other equity
arrangements subject to vesting and held by Executive (and in this regard, all
such options and other exercisable rights held by Executive shall remain
exercisable for one year following the Termination Date, (vi) (A) for three
years following the Termination Date, continuation of group health benefits at
the Company’s cost pursuant to the Company’s standard programs as in effect
from time to time (or at the Company’s election substantially similar health
benefits as in effect at the Termination Date, through a third party carrier)
for Executive, his spouse and any children, and (B) thereafter, to the extent
COBRA shall be applicable to the Company, continuation of health benefits for
such persons at Executive’s cost, for a period of 18 months or such longer
period as may be applicable under the Company’s policies then in effect,
provided the Executive makes the appropriate election and payments, (vii)
continuation of Executive’s auto benefits for one year following the
Termination Date, and (viii) no other compensation, severance or other
benefits, except only that this provision shall not limit any benefits
otherwise available to Executive under Section 6(c) in the case of a
termination following a Change in Control. Notwithstanding the foregoing,
however, the Company shall not be required to continue to pay the salary or
bonus specified in clauses (i)(iii) or (iv) hereof for any period following the
Termination Date if Executive violates the noncompetition agreement set forth
in Section 11.



                  (c) Change in Control.



                           (i) Benefits. If during the term of this Agreement a “Change in Control”
occurs (as defined below), then Executive shall be entitled to receive the
following: (i) salary and vacation accrued through the date of the Change in
Control plus an amount equal to three years of Executive’s salary as then in
effect, payable immediately upon the Change in Control, (ii) an amount equal to
three times Executive’s target bonus for the fiscal year in which the Change in
Control



-3-







 


occurs (as well as any unpaid bonus from the prior fiscal year), all
payable immediately upon the Change in Control, (iii) acceleration in full of
vesting of all outstanding stock options, TARPs and other equity arrangements
subject to vesting and held by Executive (and in this regard, all such options
and other exercisable rights held by Executive shall remain exercisable one
year following the date of the Change in Control, (iv) (A) continuation of
group health benefits at the Company’s cost pursuant to the Company’s standard
programs as in effect from time to time (or at the Company’s election
substantially similar health benefits as in effect at the Termination Date (if
applicable), through a third party carrier) for Executive, his spouse and any
children, for one three years following the date of the Change in Control (even
if Executive ceases employment), and (B) thereafter, to the extent COBRA shall
be applicable, continuation of health benefits for such persons at Executive’s
cost, for a period of 18 months or such longer period as may be applicable
under the Company’s policies then in effect, provided the Executive makes the
appropriate election and payments, and (v) no other compensation, severance or
other benefits.


                           (ii) Additional Payments by the Company.



                                    A. If it is determined (as hereafter provided) that any payment or
distribution by the Company to or for the benefit of Executive, whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise pursuant to or by reason of any other agreement, policy, plan,
program or arrangement, including without limitation any stock option, stock
appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or exercisability of any of the foregoing (a
“Payment”), would be subject to the excise tax imposed by Section 4999 of the
Code (or any successor provision thereto) or to any similar tax imposed by
state or local law, or any interest or penalties with respect to such excise
tax (such tax or taxes, together with any such interest and penalties, are
hereafter collectively referred to as the “Excise Tax”), then Executive will be
entitled to receive an additional payment or payments (a “Gross-Up Payment”) in
an amount such that, after payment by Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise
Tax, imposed upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.



                                    B. Subject to the provisions of clause F below, all determinations
required to be made under this Section 6(c)(ii), including whether an Excise
Tax is payable by Executive and the amount of such Excise Tax and whether a
Gross-Up Payment is required and the amount of such Gross-Up Payment, will be
made by the Company’s independent certified public accountants prior to the
Change in Control (the “Accounting Firm”). The Company will direct the
Accounting Firm to submit its determination and detailed supporting
calculations to both the Company and Executive within 15 calendar days after
the date of the Change in Control or the date of Executive’s termination of
employment, if applicable, and any other such time or times as may be requested
by the Company or Executive. If the Accounting Firm determines that any Excise
Tax is payable by Executive, the Company will pay the required Gross-Up Payment
to Executive within five business days after receipt of such determination and
calculations. If the Accounting Firm determines that no Excise Tax is payable
by Executive, it will, at the same time as it makes such determination, furnish
Executive with an opinion that he has substantial authority not to report any
Excise Tax on his federal, state, local income or other tax return. Any
determination by the Accounting Firm as to the amount of the Gross-Up Payment
will be binding upon the Company and Executive. As a result of the uncertainty
in the application of Section 4999 of the Code (or any



-4-







 


successor provision thereto) and the possibility of similar uncertainty
regarding applicable state or local tax law at the time of any determination by
the Accounting Firm hereunder, it is possible that Gross-Up Payments which will
not have been made by the Company should have been made (an “Underpayment”),
consistent with the calculations required to be made hereunder. In the event
that the Company exhausts or fails to pursue its remedies pursuant to clause F
below and Executive thereafter is required to make a payment of any Excise Tax,
the Company or Executive may direct the Accounting Firm to determine the amount
of the Underpayment that has occurred and to submit its determination and
detailed supporting calculations to both the Company and Executive as promptly
as possible. Any such Underpayment will be promptly paid by the Company to, or
for the benefit of, Executive within twenty days after receipt of such
determination and calculations.


                                    C. The Company and Executive will each provide the Accounting Firm access
to and copies of any books, records and documents in the possession of the
Company or Executive, as the case may be, reasonably requested by the
Accounting Firm, and otherwise cooperate with the Accounting Firm in connection
with the preparation and issuance of the determination contemplated by clause B
above.



                                    D. The federal, state and local income or other tax returns filed by
Executive will be prepared and filed on a consistent basis with the
determination of the Accounting Firm with respect to the Excise Tax payable by
Executive. Executive will make proper payment of the amount of any Excise Tax,
and at the request of the Company, provide to the Company true and correct
copies (with any amendments) of his federal income tax return as filed with the
Internal Revenue Service and corresponding state and local tax returns, if
relevant, as filed with the applicable taxing authority, and such other
documents reasonably requested by the Company, evidencing such payment. If
prior to the filing of Executive’s federal income tax return, or corresponding
state or local tax return, if relevant, the Accounting Firm determines that the
amount of the Gross-Up Payment should be reduced, Executive will within twenty
days thereafter pay to the Company the amount of such reduction.



                                    E. The fees and expenses of the Accounting Firm for its services in
connection with the determinations and calculations contemplated by clauses B
and D above will be borne by the Company. If such fees and expenses are
initially advanced by Executive, the Company will reimburse Executive the full
amount of such fees and expenses within twenty days after receipt from
Executive of a statement therefor and reasonable evidence of his payment
thereof.



                                    F. Executive will notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment. Such notification will be given as promptly as
practicable but no later than 10 business days after Executive actually
receives notice of such claim and Executive will further apprise the Company of
the nature of such claim and the date on which such claim is requested to be
paid (in each case, to the extent known by Executive). Executive will not pay
such claim prior to the earlier of (i) the expiration of the 30-calendar-day
period following the date on which he gives such notice to the Company and (ii)
the date that any payment of amount with respect to such claim is due. If the
Company notifies Executive in writing prior to the expiration of such period
that it desires to contest such claim, Executive will:

-5-







 






		
	 	         (i) provide the Company with any written records or
documents in his possession relating to such claim
reasonably requested by the Company;
	 
	 	         (ii) take such action in connection with contesting
such claim as the Company will reasonably request in
writing from time to time, including without limitation
accepting legal representation with respect to such
claim by an attorney competent in respect of the subject
matter and reasonably selected by the Company;
	 
	 	         (iii) cooperate with the Company in good faith in
order effectively to contest such claim; and
	 
	 	         (iv) permit the Company to participate in any
proceedings relating to such claim;



provided, however, that the Company will bear and pay directly all costs and
expenses (including interest and penalties) incurred in connection with such
contest and will indemnify and hold harmless Executive, on an after-tax basis,
for and against any Excise Tax or income tax, including interest and penalties
with respect thereto, imposed as a result of such representation and payment of
costs and expenses. Without limiting the foregoing provisions of this clause
F, the Company will control all proceedings taken in connection with the
contest of any claim contemplated by this clause F and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim (provided that
Executive may participate therein at his own cost and expense) and may, at its
option, either direct Executive to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and Executive agrees to prosecute
such contest to a determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts, as the Company
will determine; provided, however, that if the Company directs Executive to pay
the tax claimed and sue for a refund, the Company will advance the amount of
such payment to Executive on an interest-free basis and will indemnify and hold
Executive harmless, on an after-tax basis, from any Excise Tax or income tax,
including interest or penalties with respect thereto, imposed with respect to
such advance; and provided further, however, that any extension of the statute
of limitations relating to payment of taxes for the taxable year of Executive
with respect to which the contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company’s control of any
such contested claim will be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and Executive will be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.


                                    G. If, after the receipt by Executive of an amount advanced by the Company
pursuant to clause F above, Executive receives any refund with respect to such
claim, Executive will (subject to the Company’s complying with the requirements
of clause F above) within twenty days thereafter pay to the Company the amount
of such refund (together with any interest paid or credited thereon after any
taxes applicable thereto). If, after the receipt by Executive of an amount
advanced by the Company pursuant to clause F above, a determination is made
that Executive will not be entitled to any refund with respect to such claim
and the Company does not notify Executive in writing of its intent to contest
such denial or refund prior to the expiration of 30



-6-







 


days after such determination, then such advance will be forgiven and will
not be required to be repaid and the amount of such advance will offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid pursuant to
this Section 6(c)(ii).


                  (d) Termination for Disability. If at any time during the term of this
Agreement other than following a Change in Control to which Section 6(c)
applies Executive shall become unable to perform his duties as an employee as a
result of incapacity, which gives rise to termination of employment for
Disability, then in addition to salary and vacation accrued through the
Termination Date, Executive shall be entitled to receive the following: (i)
continued salary for a period of three years following the Termination Date,
payable in accordance with the Company’s regular payroll schedule as in effect
from time to time, (ii) at the Termination Date, Executive’s minimum target
bonus for the fiscal year in which the Termination Date occurs (plus any unpaid
bonus from the prior fiscal year), (iii) following the end of the fiscal year
in which the Termination Date occurs and management bonuses have been
determined, any bonus that would have been payable to Executive under the bonus
plan in excess of Executive’s target bonus, (iv) acceleration in full of
vesting of all outstanding stock options held by Executive (and in this regard,
all such options and other exercisable rights held by Executive shall remain
exercisable one year following the Termination Date (v) (A) for three years
following the Termination Date, continuation of group health benefits at the
Company’s cost pursuant to the Company’s standard programs as in effect from
time to time (or at the Company’s election substantially similar health
benefits as in effect at the Termination Date, through a third party carrier)
for Executive, his spouse and any children, and (B) thereafter, to the extent
COBRA shall be applicable to the Company, continuation of health benefits for
such persons at Executive’s cost, for a period of 18 months or such longer
period as may be applicable under the Company’s policies then in effect,
provided the Executive makes the appropriate election and payments, and (vi) no
other compensation, severance or other benefits, except only that this
provision shall not limit any benefits otherwise available to Executive under
Section 6(c) in the case of a termination following a Change in Control.
Notwithstanding the foregoing, however, the Company may deduct from the salary
specified in clause (i) hereof the amount of any payments then received by
Executive under any disability benefit program maintained by the Company.



                  (e) Voluntary Termination, Involuntary Termination for Business Reasons or
Termination following a Change in Control. If (A) Executive voluntarily
terminates his employment (other than in the case of a Constructive
Termination), (B) Executive is terminated involuntarily for Business Reasons,
or (C) Executive is terminated involuntarily, is terminated in a Constructive
Termination or is terminated upon the Disability of Executive, in any such case
following a Change in Control to which Section 6(c) applies, then in any such
event Executive or his representatives shall be entitled to receive the
following: (i) salary and accrued vacation through the Termination Date only,
(ii) the right to exercise all stock options held by Executive for thirty days
following the Termination Date (or such longer period as may be provided in the
applicable stock option plan or agreement), but only to the extent vested as of
the Termination Date, (iii) to the extent COBRA shall be applicable to the
Company, continuation of group health plan benefits pursuant to the Company’s
standard programs as in effect from time to time (or at the Company’s election
continuation by the Company of substantially similar group health benefits as
in effect at the Termination Date, through a third party carrier), for
Executive, his spouse and any children, for a period of 18 months (or such
longer period as may be applicable under the Company’s policies then in effect)
following the Termination Date provided Executive makes the appropriate
election and payments, and (iv) no



-7-







 


further severance, benefits or other compensation, except only that this
provision shall not limit any benefits otherwise available to Executive under
Section 6(c) in the case of a termination following a Change in Control.


                  (f) Termination Upon Death. If Executive’s employment is terminated
because of death, then Executive’s representatives shall be entitled to receive
the following: (i) salary and vacation accrued through the Termination Date,
(ii) a pro rata share of Executive’s target bonus for the year in which death
occurs, based on the proportion of the fiscal year during which Executive
remained an Employee of the Company (plus any unpaid bonus from the prior
fiscal year), (iii) except in the case of any such termination following a
Change in Control to which Section 6(c) applies, acceleration in full of
vesting of all outstanding stock options, TARPs and other equity arrangements
subject to vesting and held by Executive (and in this regard, all such options
and other exercisable rights held by Executive shall remain exercisable for one
year following the Termination (iv) to the extent COBRA shall be applicable to
the Company, continuation of group health benefits pursuant to the Company’s
standard programs as in effect from time to time (or at the Company’s election
continuation by the Company of substantially similar group health benefits as
in effect at the Termination Date, through a third party carrier), for
Executive’s spouse and any children for a period of 18 months (or such longer
period as may be applicable under the Company’s policies then in effect)
provided Executive’s estate makes the appropriate election and payments, (v)
any benefits payable to Executive or his representatives upon death under
insurance or other programs maintained by the Company for the benefit of the
Executive, and (vi) no further benefits or other compensation, except only that
this provision shall not limit any benefits otherwise available to Executive
under Section 6(c) in the case of a termination following a Change in Control.



                  (g) Exclusivity. The provisions of this Section 6 are intended to be and
are exclusive and in lieu of any other rights or remedies to which Executive or
the Company may otherwise be entitled, either at law, tort or contract, in
equity, or under this Agreement, in the event of any termination of Executive’s
employment. Executive shall be entitled to no benefits, compensation or other
payments or rights upon termination of employment other than those benefits
expressly set forth in paragraph (b), (c), (d), (e) or (f) of this Section 6,
whichever shall be applicable and those benefits required to be provided by
law.



         7.     Definition of Terms. The following terms referred to in this Agreement
shall have the following meanings:


                  (a) Business Reasons. “Business Reasons” means (i) gross negligence,
willful misconduct or other willful malfeasance by Executive in the performance
of his duties, (ii) Executive’s conviction of a felony, or any other criminal
offense involving moral turpitude, (iii) Executive’s material breach of this
Agreement, including without limitation any repeated breach of Sections 8
through 11 hereof, provided that, in the case of any such breach, the Board
provides written notice of breach to the Executive, specifically identifying
the manner in which the Board believes that Executive has materially breached
this Agreement, and Executive shall have the opportunity to cure such breach to
the reasonable satisfaction of the Board within thirty days following the
delivery of such notice. For purposes of this paragraph, no act or failure to
act by Executive shall be considered “willful” unless done or omitted to be
done by Executive in bad faith or without reasonable belief that Executive’s
action or omission was in the best interests of the Company or its affiliates.
Any act, or failure to act, based upon authority given pursuant to a



-8-







 


resolution duly adopted by the Board or based upon the advice of counsel
for the Company shall be conclusively presumed to be done, or omitted to be
done, by Executive in good faith and in the best interests of the Company. The
Board must notify Executive of any event constituting Business Reasons within
ninety days following the Board’s actual knowledge of its existence (which
period shall be extended during the period of any reasonable investigation
conducted in good faith by or on behalf of the Board) or such event shall not
constitute Business Reasons under this Agreement.


                  (b) Disability. “Disability” shall mean that Executive has been unable to
perform his duties as an employee as the result of his incapacity due to
physical or mental illness, and such inability, at least 26 weeks after its
commencement, is determined to be total and permanent by a physician selected
by the Company or its insurers and acceptable to Executive or Executive’s legal
representative (such Agreement as to acceptability not to be unreasonably
withheld). Termination resulting from Disability may only be effected after at
least sixty days written notice by the Company of its intention to terminate
Executive’s employment. In the event that Executive resumes the performance of
substantially all of his duties hereunder before the termination of his
employment becomes effective, the notice of intent to terminate shall
automatically be deemed to have been revoked.



                  (c) Termination Date. “Termination Date” shall mean (i) if this Agreement
is terminated on account of death, the date of death; (ii) if this Agreement is
terminated for Disability, the date specified in Section 7(b); (iii) if this
Agreement is terminated by the Company, the date on which indicated in a notice
of termination is given to Executive by the Company in accordance with Sections
6(a) and 12(a); (iv) if the Agreement is terminated by Executive, the date
indicated in a notice of termination given to the Company by Executive in
accordance with Sections 6(a) and 12(a); or (v) if this Agreement expires by
its terms, then the last day of the term of this Agreement.



                  (d) Constructive Termination. A “Constructive Termination” shall be
deemed to occur if (A) (1) Executive’s position changes as a result of an
action by the Company such that (w) Executive shall no longer be an Executive
Vice President of the Company, or (x) Executive shall have duties and
responsibilities demonstrably less than those typically associated with an
Executive Vice President, Sales & Client Operations or (2) Executive is
required to relocate his place of employment, other than a relocation within
fifty miles of Executive’s current residence or the Company’s current Stamford
or Ft. Myers headquarters, (3) there is a reduction in Executive’s base salary
or target bonus (other than any such reduction or termination consistent with a
general reduction of pay across the executive staff as a group, as an economic
or strategic measure as a result of poor performance by the Company) or (4)
there occurs any other material breach of this Agreement by the Company (other
than a reduction of Executive’s base salary or target bonus which is not
described in the immediately preceding clause (3)) after a written demand for
substantial performance is delivered to the Board by Executive which
specifically identifies the manner in which Executive believes that the Company
has materially breached this Agreement, and the Company has failed to cure such
breach to the reasonable satisfaction of Executive within thirty days following
the delivery of such notice and (B) within the ninety day period immediately
following an action described in clauses (A)(1) through (4), Executive elects
to terminate his employment voluntarily.



-9-







 


                  (e) Change in Control. A “Change in Control” shall be deemed to have
occurred if:



                           (i) any “Person,” as such term is used for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(other than (i) the Company, (ii) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or (iii) any company
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company),
becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing (A) in
the case of any Person filing as a “passive investor” on Schedule 13G under the
Exchange Act, 25% or more of the combined voting power of the Company’s
then-outstanding securities (but only for so long as such Person continues to
report as a 13G passive investor), and (B) in the case of any Person not filing
or no longer filing as a 13G passive investor, 20% or more of the combined
voting power of the Company’s then-outstanding securities;



                           (ii) during any period of twenty-four months (not including any period
prior to the execution of this Agreement), individuals who at the beginning of
such period constitute the Board, and any new director (other than (i) a
director nominated by a Person who has entered into an agreement with the
Company to effect a transaction described in Section (7)(e)(i), (iii) or (iv)
hereof, (ii) a director nominated by any Person (including the Company) who
publicly announces an intention to take or to consider taking actions
(including, but not limited to, an actual or threatened proxy contest) which if
consummated would constitute a Change in Control or (iii) a director nominated
by any Person who is the Beneficial Owner, directly or indirectly, of
securities of the Company representing 10% or more of the combined voting power
of the Company’s securities) whose election by the Board or nomination for
election by the Company’s stockholders was approved in advance by a vote of at
least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at
lease a majority thereof;



                           (iii) the stockholders of the Company approve any transaction or series of
transactions under which the Company is merged or consolidated with any other
company, other than a merger or consolidation (A) which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 66 2/3% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation and (B) after
which no Person holds 20% or more of the combined voting power of the
then-outstanding securities of the Company or such surviving entity;



                           (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets; or



                           (v) the Board adopts a resolution to the effect that, for purposes of this
Agreement, a Change in Control has occurred.



-10-







 


                           (vi) Notwithstanding the foregoing, the issuance of shares of the
Company’s common stock upon conversion of the Company’s 6% Convertible
Subordinated Notes (as such notes may be amended, restated, refinanced,
supplemented or otherwise modified from time to time), which Notes were issued
pursuant to the Securities Purchase Agreement dated as of March 21, 2000 among
the Company and the purchasers party thereto, shall not constitute a Change of
Control for purposes of this Agreement.



         8.     Confidential Information.


                  (a) Executive acknowledges that the Confidential Information (as defined
below) relating to the business of the Company and its subsidiaries which
Executive has obtained or will obtain during the course of his association with
the Company and subsidiaries and his performance under this Agreement are the
property of the Company and its subsidiaries. Executive agrees that he will
not disclose or use at any time, either during or after the Employment period,
any Confidential Information without the written consent of the Company, other
than proper disclosure or use in the performance of his duties hereunder.
Executive agrees to deliver to the Company at the end of the Employment Term,
or at any other time that the Company may request, all memoranda, notes, plans,
records, documentation and other materials (and copies thereof) containing
Confidential Information relating to the business of the Company and its
subsidiaries, no matter where such material is located and no matter what form
the material may be in, which Executive may then possess or have under his
control. If requested by the Company, Executive shall provide to the Company
written confirmation that all such materials have been delivered to the Company
or have been destroyed. Executive shall take all appropriate steps to
safeguard Confidential Information and to protect it against disclosure,
misuse, espionage, loss and theft.



                  (b) “Confidential Information” shall mean information which is not
generally known to the public and which is used, developed, or obtained by the
Company or its subsidiaries relating to the businesses of any of the Company
and its subsidiaries or the business of any customer thereof including, but not
limited to: products or services; fees, costs and pricing structure; designs;
analyses; formulae; drawings; photographs; reports; computer software,
including operating systems, applications, program listings, flow charts,
manuals and documentation; databases; accounting and business methods;
inventions and new developments and methods, whether patentable or unpatentable
and whether or not reduced to practice; all copyrightable works; the customers
of any of the Company and its subsidiaries and the Confidential Information of
any customer thereof; and all similar and related information in whatever form.
Confidential Information shall not include any information which (i) was
rightfully known by Executive prior to the Employment Term; (ii) is publicly
disclosed by law or in response to an order of a court or governmental agency;
(iii) becomes publicly available through no fault of Executive or (iv) has been
published in a form generally available to the public prior to the date upon
which Executive proposes to disclose such information. Information shall not
be deemed to have been published merely because individual portions of the
information have been separately published, but only if all the material
features comprising such information have been published in combination.



         9.     Inventions and Patents. In the event that Executive, as a part of
Executive’s activities on behalf of the Company, generates, authors or
contributes to any invention, new development or method, whether or not
patentable and whether or not reduced to practice, any copyrightable work, any
trade secret, any other Confidential Information, or any information that gives
any of the


-11-







 


Company and its subsidiaries an advantage over any competitor, or similar
or related developments or information related to the present or future
business of any of the Company and its subsidiaries (collectively “Developments
and Information”), Executive acknowledges that all Developments and Information
are the exclusive property of the Company. Executive hereby assigns to the
Company, its nominees, successors or assigns, all rights, title and interest to
Developments and Information. Executive shall cooperate with the Company to
protect the interests of the Company and its subsidiaries in Developments and
Information. Executive shall execute and file any document related to any
Developments and Information requested by the Company including applications,
powers of attorney, assignments or other instruments which the Company deems
necessary to apply for any patent, copyright or other proprietary right in any
and all countries or to convey any right, title or interest therein to any of
the Company’s nominees, successors or assigns.


         10.     No Conflicts.


                  (a) Executive agrees that in his individual capacity he will not enter
into any agreement, arrangement or understanding, whether written or oral, with
any supplier, contractor, distributor, wholesaler, sales representative,
representative group or customer, relating to the business of the Company or
any of its subsidiaries, without the express written consent of the Company.



                  (b) As long as Executive is employed by the Company or any of its
subsidiaries, Executive agrees that he will not, except with the express
written consent of the Company, become engaged in, render services for, or
permit his name to be used in connection with, any for-profit business other
than the business of the Company, any of its subsidiaries or any corporation or
partnership in which the Company or any of its subsidiaries have an equity
interest.



         11.     Non-Competition Agreement.


                  (a) Executive acknowledges that his services are of a special, unique and
extraordinary value to the Company and that he has access to the Company’s
trade secrets, Confidential Information and strategic plans of the most
valuable nature. Accordingly, Executive agrees that during the term of this
Agreement and for the period of three years following the Termination Date,
Executive shall not directly or indirectly own, manage, control, participate
in, consult with, render services for, or in any manner engage in any business
competing with the businesses of the Company or any of its subsidiaries as such
businesses exist or are in process of development on the Termination Date (as
evidenced by written proposals, market research or similar materials),
including without limitation the publication of periodic research and analysis
of the information technology industries. Nothing herein shall prohibit
Executive from being a passive owner of not more than 1% of the outstanding
stock of any class of a corporation which is publicly traded, so long as
Executive has no active participation in the business of such corporation.



                  (b) In addition, for a period of three years commencing on the Termination
Date, Executive shall not (i) directly or indirectly induce or attempt to
induce any employee of the Company or any subsidiary (other than his own
assistant) to leave the employ of the Company or such subsidiary, or in any way
interfere with the relationship between the Company or any subsidiary and any
employee thereof, (ii) hire directly or through another entity any person who
was an employee of the Company or any subsidiary at any time during the then
preceding 12 months, or



-12-







 


(iii)  directly or indirectly induce or attempt to induce any customer,
supplier, licensee or other business relation of the Company or any subsidiary
to cease doing business with the Company or such subsidiary, or in any way
interfere with the relationship between any such customer, supplier, licensee
or business relation and the Company or any subsidiary.


                  (c) Executive agrees that these restrictions on competition and
solicitation shall be deemed to be a series of separate covenants
not-to-compete and a series of separate non-solicitation covenants for each
month within the specified periods, separate covenants not-to-compete and
non-solicitation covenants for each state within the United States and each
country in the world, and separate covenants not-to-compete for each area of
competition. If any court of competent jurisdiction shall determine any of the
foregoing covenants to be unenforceable with respect to the term thereof or the
scope of the subject matter or geography covered thereby, such remaining
covenants shall nonetheless be enforceable by such court against such other
party or parties or upon such shorter term or within such lesser scope as may
be determined by the court to be enforceable.



                  (d) Because Executive’s services are unique and because Executive has
access to Confidential Information and strategic plans of the Company of the
most valuable nature, the parties agree that the covenants contained in this
Section 11 are necessary to protect the value of the business of the Company
and that a breach of any such covenant would result in irreparable and
continuing damage for which there would be no adequate remedy at law. The
parties agree therefore that in the event of a breach or threatened breach of
this Agreement, the Company or its successors or assigns may, in addition to
other rights and remedies existing in their favor, apply to any court of
competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce, or prevent any violations of, the provisions
hereof.



         12.     Miscellaneous Provisions.


                  (a) Notice. Notices and all other communications contemplated by this
Agreement shall be in writing, shall be effective when given, and in any event
shall be deemed to have been duly given (i) when delivered, if personally
delivered, (ii) three business days after deposit in the U.S. mail, if mailed
by U.S. registered or certified mail, return receipt requested, or (iii) one
business day after the business day of deposit with Federal Express or similar
overnight courier, if so delivered, freight prepaid. In the case of Executive,
notices shall be addressed to him at the home address which he most recently
communicated to the Company in writing. In the case of the Company, notices
shall be addressed to its corporate headquarters, and all notices shall be
directed to the attention of its Corporate Secretary.



                  (b) Notice of Termination. Any termination by the Company or Executive
shall be communicated by a notice of termination to the other party hereto
given in accordance with paragraph (a) hereof. Such notice shall indicate the
specific termination provision in this Agreement relied upon.



                  (c) Successors.



                           (i) Company’s Successors. Any successor to the Company (whether direct or
indirect and whether by purchase, lease, merger, consolidation, liquidation or
otherwise) to all or



-13-







 


substantially all of the Company’s business and/or assets shall be
entitled to assume the rights and shall be obligated to assume the obligations
of the Company under this Agreement and shall agree to perform the Company’s
obligations under this Agreement in the same manner and to the same extent as
the Company would be required to perform such obligations in the absence of a
succession. For all purposes under this Agreement, the term “Company” shall
include any successor to the Company’s business and/or assets which executes
and delivers the assumption agreement described in this subsection (i) or which
becomes bound by the terms of this Agreement by operation of law.


                           (ii) Executive’s Successors. The terms of this Agreement and all rights
of Executive hereunder shall inure to the benefit of, and be enforceable by,
Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.



                           (iii) No Other Assignment of Benefits. Except as provided in this Section
12(c), the rights of any person to payments or benefits under this Agreement
shall not be made subject to option or assignment, either by voluntary or
involuntary assignment or by operation of law, including (without limitation)
bankruptcy, garnishment, attachment or other creditor’s process, and any action
in violation of this subsection (iii) shall be void.



                  (d) Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing
and signed by Executive and by an authorized officer of the Company (other than
Executive). No waiver by either party of any breach of, or of compliance with,
any condition or provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or of the same
condition or provision at another time.



                  (e) Entire Agreement. This Agreement shall supersede any and all prior
agreements, representations or understandings (whether oral or written and
whether express or implied) between the parties with respect to the subject
matter hereof.



                  (f) Severability. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision hereof, which shall remain in full force and effect.



                  (g) Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Stamford, Connecticut, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator’s award
in any court having jurisdiction. No party shall be entitled to seek or be
awarded punitive damages. All attorneys fees and costs shall be allocated or
apportioned as agreed by the parties or, in the absence of an agreement, in
such manner as the arbitrator or court shall determine to be appropriate to
reflect the final decision of the deciding body as compared to the initial
positions in arbitration of each party. This Agreement shall be construed in
accordance with and governed by the laws of the State of Connecticut as they
apply to contracts entered into and wholly to be performed within such State by
residents thereof.



                  (h) Employment Taxes. All payments made pursuant to this Agreement will
be subject to withholding of applicable taxes.



-14-







 


                  (i) Indemnification. In the event Executive is made, or threatened to be
made, a party to any legal action or proceeding, whether civil or criminal, by
reason of the fact that Executive is or was a director or officer of the
Company or serves or served any other entity of which the Company owns 50% or
more of the equity in any capacity, Executive shall be indemnified by the
Company, and the Company shall pay Executive’s related expenses when and as
incurred, all to the full extent permitted by law, pursuant to Executive’s
existing indemnification agreement with the Company in the form made available
to all Executive and all other officers and directors or, if it provides
greater protection to Executive, to the maximum extent allowed under the law of
the State of the Company’s incorporation.



                  (j) Legal Fees. The Company will pay directly the fees and expenses of
counsel retained by Executive in connection with the preparation, negotiation
and execution of this Agreement.



                  (k) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together will constitute
one and the same instrument.



         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.



	 	 	 	 	 
	 	 	GARTNER, INC.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Michael D. Fleisher

Chief Executive Officer
	
	
	
	

	 	 	
 	 	 
	
	
	
	

	 	 	
 	 	 
	 	 	STEVEN
TAIT
	
	
	
	

	 	 	 	 	 
			





-15-