Exhibit 10.1


EXECUTION COPY


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


          This
Amended Employment Agreement (the “Agreement”) is entered into effective
as of April 13, 2011 (the “Amended Effective Date”), by and between
Eugene A. Hall, an individual (“Executive”) and Gartner, Inc., a
Delaware corporation (the “Company”) and amends and restates the
employment agreement dated December 31, 2008 (the “Original Effective Date”),
between the Company and Executive.


          1. Employment.
Executive will serve as Chief Executive Officer of the Company for the
Employment Term specified in Section 3 below. Executive will report
solely to the Board of Directors (the “Board”) and will render such
services consistent with the foregoing role as the Board may from time to time
direct. Executive’s office will be located at the executive offices of the
Company in Stamford, Connecticut. 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 that such
activities are (x) consistent with the Company’s policies (as applicable) or
(y) disclosed to the Board and the Board determines in good faith that such
activities do not interfere with the performance of Executive’s
responsibilities hereunder.


          2. Board
of Directors. The Executive is currently a member of the Board, and during
the Employment Term, the Company will, in good faith, include Executive on the
Company’s slate of nominees to be elected to the Board at appropriate meetings
of stockholders of the Company. Upon termination of the Employment Term for any
reason, Executive will promptly resign as a director of the Company if the
Board so requests.


          3. Term.
The employment of Executive pursuant to this Agreement will continue through
December 31, 2016 (the “Employment Term”), unless extended or earlier
terminated as provided in this Agreement. The Employment Term automatically
will be extended for additional one-year periods commencing on January 1, 2017
and continuing each year thereafter, unless either Executive or the Company
gives the other written notice, in accordance with Section 14(a) and at
least sixty (60) days prior to the then scheduled expiration of the Employment
Term, of such party’s intention not to extend the Employment Term. Upon
termination of the Employment Term for any reason, Executive will promptly
resign from all positions he holds with the Company if the Board so requests.


          4. Salary.
As compensation for the services rendered by Executive under this Agreement,
the Company will pay to Executive an annual base salary (“Base Salary”)
equal to $775,886, payable to Executive on a semi-monthly basis in accordance
with the Company’s payroll practices as in effect from time to time during the
Employment Term. The Base Salary will be subject to adjustment by the Board or
the Compensation Committee of the Board (the “Committee”), in the sole
discretion of the Board or such Committee, on an annual basis; provided,
however, that Executive’s Base Salary may not be decreased other than pursuant
to a 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. Bonus.
In addition to Base Salary, Executive will be entitled to participate in the
Company’s executive bonus program. Executive’s annual target bonus (the “Target
Bonus”) will be 100% of Base Salary, and will be payable based on
achievement of specified Company 





and individual objectives. The actual bonus paid may be higher or lower
than the Target Bonus for over-or under-achievement of Company and individual
objectives, as determined by the Committee; provided, however, that the maximum
actual bonus will not exceed 200% of Base Salary. Bonus amounts will be subject
to annual adjustment by the Board or the Committee, in the sole discretion of
the Board or the Committee; provided, however, that Executive’s Target Bonus
may not be decreased without Executive’s consent other than pursuant to a
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 of the Company. To receive a bonus, Executive must be an employee
at the time bonuses are paid to executives.


          6. Executive Benefits.


                    (a)
Equity Grants. No later than ten (10) days following the first market
trading day of the first open trading window for Company executives under the
Company’s insider trading policy on or after January 1 of each year during the
Employment Term, Executive will be granted equity-based incentive awards
settled in Common Stock of the Company (collectively, the “Incentive Awards”),
provided that Executive must be an employee at the time Incentive Awards are
scheduled to be granted. The Incentive Awards granted in 2012 and later years
will have an aggregate value on the date of grant (assuming the applicable
performance goals will be satisfied at target levels and using the methods
described in the following sentence) that is no less than the result of
$7,664,677 minus the sum of the Base Salary and Target Bonus for the year of
grant. The value of the Incentive Awards on the date of grant will be
determined by using the Black-Scholes-Merton valuation method for stock
appreciation rights and the fair market value of the Company’s Common Stock for
restricted stock units, or such other valuation method as the Committee may use
to value equity-based incentive awards. All Incentive Awards will be 100%
unvested on the date of grant. Executive’s entitlement to be granted the
Incentive Awards for any given year under this Agreement shall accrue as of
January 1 of such year. Vesting of such Incentive Awards shall be subject to Section
6(a)(iii). The terms and conditions of the Incentive Awards (including, but
not limited to, the number of restricted stock units or stock appreciation
rights to be granted and the applicable performance goals) shall be determined
by the Committee, subject to and consistent with the terms of this Agreement
and the Company’s 2003 Long Term Incentive Plan (the “Plan”). Each
year’s Incentive Awards will be divided among:


                              (i)
Restricted Stock Units. Each year during the Employment Term, all or a
portion of the aggregate value of the Incentive Awards may, as determined by
the Committee, be in the form of restricted stock units, with a par value
purchase price. During each year of the Employment Term, the number of
restricted stock units initially granted to Executive will be based upon an
assumption that specified Company objectives will be achieved during such year.
The restricted stock units granted to Executive each year may be adjusted so as
to be higher or lower than the number of restricted stock units initially
granted in such year by reason of over-or under-achievement during such year of
such specified Company objectives, as determined by the Committee. Upon the
vesting of a restricted stock unit, and in the sole discretion of the
Committee, the Company may pay earned restricted stock units in cash, shares of
Common Stock of the Company, or in a combination thereof. Except as otherwise
set forth in this Agreement, if Executive’s employment with the Company
terminates for any reason, any portion of the restricted stock units still
subject to restrictions will be forfeited to the Company.


2





                              (ii)
Stock Appreciation Rights. Each year during the Employment Term, all or
a portion of the value of the Incentive Awards may, as determined by the
Committee, be in the form of stock appreciation rights, which upon exercise
will be settled in shares of Common Stock of the Company. Executive will have
the right to exercise such stock appreciation right upon its vesting, and will
receive the excess, if any, of the value of a share of Common Stock of the
Company on the date of exercise over the value of such share on the date of
grant.


                              (iii)
Vesting of Incentive Awards. Incentive Awards granted pursuant to this
Agreement will be scheduled to vest in not more than four equal annual
installments on January 1 of each year following the date of grant, subject in
each case to Executive’s continued employment with the Company through the
applicable date and subject to achievement of any performance goals applicable
to such Incentive Awards as determined by the Committee. Notwithstanding the
preceding sentence, the Incentive Awards may vest earlier in the event of a
Change in Control or Change in Control Termination as provided in Section 7
below. 


                    (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, executive disability plan, and all other benefits under the
Company’s Executive Benefits program, in each case so long as and to the extent
the same exist; provided, that with respect to each such plan Executive is
otherwise eligible and insurable in accordance with the terms of such plans.
Notwithstanding the preceding sentence, Executive’s right to receive severance
payments and benefits will be only as provided in Section 7 hereof.
Furthermore, the Company will provide Executive with an automobile and driver
for Executive’s ground transportation needs during the Employment Term.


                    (c)
Vacation, Sick Leave, Holidays and Sabbatical. Executive will be
entitled to paid time off (“PTO”), 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
thirty-five (35) PTO days per calendar year. PTO not used during any calendar
year will roll over to the following year only to the extent provided under the
Company’s PTO policies as they exist from time to time.


          7. Severance
Benefits.


                    (a)
At Will Employment. Executive’s employment will be “at will.” Either the
Company or Executive may terminate this agreement and Executive’s employment at
any time, with or without Business Reasons, in its or his sole discretion, upon
sixty (60) days’ prior written notice of termination.


                    (b)
Involuntary Termination. If at any time during the term of this
Agreement (other than within twenty-four (24) months following the occurrence
of a Change in Control) the Company terminates the employment of Executive
involuntarily and without Business Reasons or a Constructive Termination
occurs, or if the Company elects not to renew this Agreement upon the
expiration of the Employment Term and Executive within ninety (90) days
following the expiration of the Employment Term terminates his employment,
then, subject to Executive


3





signing and not revoking a general release of claims against the
Company and its successors substantially in the form attached hereto as Exhibit
A within the period required by the release and in no event later than
sixty (60) days following the Termination Date, inclusive of any revocation
period set forth in the release, Executive will be entitled to receive the following:


                              (i)
Base Salary and PTO accrued through the Termination Date plus continued Base
Salary for a period of thirty-six (36) months following the Termination Date.
In accordance with Section 7(i) below, such payments will commence on
the first regular Company pay day at least six (6) months after the Termination
Date or, if later, at least six (6) months after the date of Executive’s
Separation from Service. This first payment will be a lump sum representing the
continuation of Executive’s Base Salary for the period commencing on the
Termination Date and concluding on such payment date. Thereafter, the remaining
payments of Base Salary will be payable in accordance with the Company’s
regular payroll schedule as in effect from time to time.


                              (ii)
If the Termination Date occurs during a year in which any Incentive Awards are
due to be granted but remain un-granted, a lump sum cash payment with respect
to the un-granted Incentive Awards pursuant to Section 6(a) above
determined by multiplying the percentage of such un-granted Incentive Awards
that would have vested pursuant to Section 7(b)(iv) below by no less
than the result of $7,664,677 minus the sum of the Base Salary and Target Bonus
for the year in which the Termination Date occurs. For purposes of
illustration, if the un-granted Incentive Awards would have vested over a four
(4) year vesting schedule, the percentage described in the preceding sentence
will be seventy-five percent (75%). In accordance with Section 7(i)
below, this payment will be made on the first regular Company pay day at least
six (6) months after the Termination Date or, if later, at least six (6) months
after the date of Executive’s Separation from Service.


                              (iii)
300% of the average of Executive’s earned annual bonuses for the three (3)
fiscal years immediately preceding the year in which the Termination Date
occurs, which, in accordance with Section 7(i) below, will be payable in
a lump sum as soon as practicable following but in no event later than thirty
(30) days later than the six (6) month period commencing on the Termination
Date, or, if later, following the six (6) month period commencing on the date
of Executive’s Separation from Service, plus any earned but unpaid bonus from
the prior fiscal year, which will be paid at the same time as bonuses for such
fiscal year are paid to the other Company executives.


                              (iv)
Thirty-six (36) months’ continued vesting under all Incentive Awards and any
other outstanding stock options and other equity arrangements subject to
vesting and held by Executive (and in this regard, all such stock appreciation
rights and other exercisable rights held by Executive will remain exercisable for
thirty (30) days following the last day of the thirty-six (36) month continued
vesting period, subject to the maximum term of the award). Notwithstanding the
foregoing, with respect to each performance-based restricted stock unit award
or other equity compensation award subject to achievement of performance-based
criteria (each a “Performance-Based Equity Award”), Executive will be
entitled to thirty-six (36) months’ continued vesting only if and to the extent
that the performance-based criteria applicable to the Performance-Based Equity
Award is achieved during the award’s performance period, as determined by the
Compensation Committee in accordance with the terms and conditions of the


4





2003 Long-Term Incentive Plan (or such other Company stock plan under
which the award was granted) and the award agreement entered into by and
between the Company and Executive. For purposes of clarity, the thirty-six (36)
months’ continued vesting to which Executive is entitled will be measured from
the Termination Date and not from the date that achievement of the applicable
performance-based criteria is determined. Notwithstanding anything to the
contrary herein or in any award agreement evidencing the Incentive Awards and
any other outstanding stock options or other equity arrangements, to the extent
such awards are considered “deferred compensation” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
and the final regulations and any guidance promulgated thereunder (“Section
409A”) and in accordance with Section 7(i) below, the awards
otherwise payable during the period beginning on the Termination Date and
ending on the date that is six (6) months following the Termination Date or, if
later, six (6) months following the date of Executive’s Separation from
Service, instead will be paid on the date six (6) months and one (1) day
following the later of the Termination Date or the date of Executive’s
Separation from Service. Thereafter, each such award shall be paid in accordance
with the vesting schedule applicable to such award.


                              (v)
a taxable monthly payment in an amount equal to the monthly COBRA premium that
Executive would be required to pay to continue the group health coverage in
effect on the date of his termination of employment for Executive, his spouse
and any children (which amount will be based on the premium for the first month
of COBRA coverage), which payments will be made regardless of whether Executive
elects COBRA continuation coverage and will commence six (6) months after the
Termination Date or, if later, at least six (6) months after the date of
Executive’s Separation from Service and will end on the earlier of (x) the date
upon which Executive becomes covered under similar plans or (y) the last day of
the thirty-sixth (36th) calendar month following the month in which Executive’s
employment terminated. The first payment under the preceding sentence will
equal the sum of all monthly payments for the period commencing on the Termination
Date and concluding on such payment date.


                              (vi)
no other compensation, severance or other benefits. Notwithstanding the
foregoing, if Executive violates in a material respect the provisions set forth
in Section 12, Executive no longer will be entitled to receive any
severance payments and benefits and Executive’s outstanding Incentive Awards
and other stock options and equity arrangements will expire immediately.


                    (c)
Change in Control.


                              (i)
Benefits. If during the term of this Agreement a Change in Control
Termination occurs, then Executive will be entitled to receive the following: 


	
  

 	
  

 
	
  

 	
                               (A)
 Base Salary and PTO accrued though the date of the Change in Control
 Termination and, immediately upon the Change in Control Termination, any
 earned but unpaid bonus from the fiscal year preceding the Change in Control
 Termination, 

 
	
  

 	
  

 
	
  

 	
                               (B)
 an amount equal to three (3) years of Executive’s Base Salary as then in
 effect, 

 


5









	
  

 	
  

 
	
  

 	
                               (C)
 an amount equal to three (3) times Executive’s Target Bonus for the fiscal
 year in which the Change in Control Termination occurs (or if higher, for the
 immediately preceding fiscal year), 

 
	
  

 	
  

 
	
  

 	
                               (D)
 a taxable monthly payment in an amount equal to the monthly COBRA premium
 that Executive would be required to pay to continue the group health coverage
 in effect on the date of his termination of employment for Executive, his
 spouse and any children (which amount will be based on the premium for the
 first month of COBRA coverage), which payments will be made regardless of
 whether Executive elects COBRA continuation coverage and will commence six (6)
 months after the date of Change in Control Termination or, if later, at least
 six (6) months after the date of Executive’s Separation from Service and will
 end on the earlier of (x) the date upon which Executive becomes covered under
 similar plans or (y) the last day of the thirty-sixth (36th) calendar month
 following the month in which Executive’s employment terminated. The first
 payment under the preceding sentence will equal the sum of all monthly
 payments for the period commencing on the date of Change in Control
 Termination and concluding on such payment date,

 
	
  

 	
  

 
	
  

 	
                               (E)
 except as provided in this Section 7(c), no other compensation,
 severance or other benefits.

 


          The
payments set forth in clauses (B) and (C) above shall be payable in a lump sum
on the date that is six (6) months following the Termination Date or, if later,
six months after the date of Executive’s Separation from Service. Additionally,
any Incentive Awards due to be granted pursuant to Section 6(a) that
remain ungranted will be granted to Executive prior to consummation of the
Change in Control and upon a Change in Control Termination, as applicable.


                              (ii)
Vesting. In the event that a Change in Control occurs prior to the
termination of Executive’s employment and prior to the expiration of an
Incentive Award or other equity-based arrangement subject to vesting and held
by Executive (collectively with the Incentive Awards, “Equity Awards”),
then, subject to Section 7(c)(iii) below, upon such Change in Control,
such Equity Award will vest in full, all performance goals or other vesting
criteria will be deemed achieved at target levels and, with respect to a stock
option or stock appreciation right, be exercisable as to all of the covered
shares, including shares as to which the stock option or stock appreciation
right would not otherwise be exercisable.


          Upon the
occurrence of a Change of Control Termination, but subject to Section
7(c)(iii) below, each outstanding Equity Award will vest in full, all
performance goals or other vesting criteria will be deemed achieved at target
levels and, with respect to a stock option and stock appreciation right, be
exercisable as to all of the covered shares, including shares as to which the
stock option or stock appreciation right would not otherwise be exercisable. 


          Payment of
Incentive Awards whose payment or settlement is accelerated due to a Change in
Control Termination shall be subject to the six-month delay set forth in Section
7(i) below (to the extent applicable).


6









	
  

 	
  

 	
  

 
	
  

 	
                     (iii)
 Limitation on Payments.

 
	
  

 	
  

 
	
  

 	
                               (A)
 In the event that the severance payments and other benefits provided for in
 this Agreement or otherwise payable to Executive (i) constitute “parachute
 payments” within the meaning of Section 280G of the Code and (ii) but for
 this Section 7(c)(iii), would be subject to the excise tax imposed by
 Section 4999 of the Code (the “Excise Tax”), then Executive’s severance
 and other benefits under Section 7 (and with respect to acceleration
 of vesting, any other equity-based arrangements) will be either:

 
	
  

 	
  

 
	
  

 	
  

 	
                               (1)
 delivered in full, or

 
	
  

 	
  

 
	
  

 	
  

 	
                               (2)
 limited to such minimum extent as will ensure that no portion of such
 severance and other benefits will be subject to excise tax under Section 4999
 of the Code,

 
	
  

 	
  

 
	
  

 	
 whichever of the foregoing amounts, taking into account the
 applicable federal, state and local income taxes and the Excise Tax imposed
 by Section 4999, results in the receipt by Executive on an after-tax basis,
 of the greatest amount of severance and other benefits, notwithstanding that
 all or some portion of such severance and other benefits may be taxable under
 Section 4999 of the Code. If a reduction in severance payments or other
 benefits constituting “parachute payments” is necessary so that payments or
 benefits are delivered to a lesser extent, reduction will occur in the
 following order: (1) reduction of the cash severance payments; (2)
 cancellation of accelerated vesting of equity-based awards; and (3) reduction
 of continued employee benefits. In the event of a reduction of cash severance
 payments or a reduction of continued employee benefits, such reduction shall
 occur in reverse chronological order such that the payment or benefit owed on
 the latest date following the occurrence of the event triggering the excise
 tax will be the first payment to be reduced (with reductions made pro-rata in
 the event payments are payable at the same time). In the event that
 accelerated vesting of equity based awards is to be cancelled, such vesting
 acceleration will be cancelled in the following order: (1) Performance-Based
 Equity Awards granted in the year of acceleration of vesting, (2) other
 Performance-Based Equity Awards and other equity-based awards, in reverse
 chronological order of the dates of grant thereof (with reductions made
 pro-rata in the event that grants were made at the same time.

 
	
  

 	
  

 
	
  

 	
                               (B)
 Subject to the provisions of clause F below, all determinations required to
 be made under this Section 7(c)(iii), including whether an Excise Tax
 is payable by Executive and the amount of such Excise Tax and whether a
 reduction in payments or benefits is required, will be made in good faith and
 using reasonable actuarial and other assumptions by the Company’s independent
 accountants (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 fifteen (15) calendar
 days after the date of a Change in Control, within fifteen (15) calendar days
 after the date of a Change in Control Termination and any other such time or
 times as may be requested by the Company or Executive. If the Accounting Firm
 determines that no Excise Tax is payable by Executive without reduction of
 payments or

 


7









	
  

 	
  

 
	
  

 	
 benefits, 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. If the Accounting Firm determines that a reduction of payments or
 benefits is required pursuant to Section 7(c)(iii)(A) above, it will,
 at the same time as it makes such determination, furnish Executive with an
 opinion that, taking into account such reduction, 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 any Excise Tax or reduction in payments and benefits will be binding upon
 the Company and Executive.

 
	
  

 	
  

 
	
  

 	
                               (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)
 In the event that payments and benefits are delivered in full pursuant to Section
 7(c)(iii)(A) above, the federal, state and local income or other tax returns
 filed by Executive and the Company 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, if any.

 
	
  

 	
  

 
	
  

 	
                               (E)
 The fees and expenses of the Accounting Firm for its services in connection
 with the determinations and calculations contemplated by clauses A and B
 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 (20) days after receipt from
 Executive of a statement therefore and reasonable evidence of his payment
 thereof.

 
	
  

 	
  

 
	
  

 	
                               (F)
 If, for any reason, the Accounting Firm, as defined above, fails to act in
 the manner contemplated by this Section 7(c) within a reasonable
 period of time, the Executive may appoint another nationally recognized
 independent accounting firm with the consent of the Company (unless such
 consent is unreasonably withheld or delayed), to perform all of such duties
 of the Accounting Firm that are contemplated by this Section 7(c), in
 which event such independent accountants will thereafter be deemed to be the
 “Accounting Firm” for purposes of this Section 7(c).

 


                              (d)
Termination for Disability. If at any time during the Employment Term
Executive becomes unable to perform his duties as an employee as a result of
incapacity, which gives rise to termination of employment for Disability, then
(i) Executive will be entitled to receive payments and benefits in accordance
with the Company’s then applicable plans, policies, and arrangements; provided,
however, that to the extent such payments or benefits are “separation pay”
within the meaning of Section 409A, such payments and benefits will be paid or
provided at the same time and in the same form as similar payments and benefits
are provided under Section 7(b) in connection with Executive’s
Constructive Termination or involuntary termination without Business Reasons;
(ii) Executive’s outstanding Incentive Awards and other stock options and
equity arrangements will expire in accordance with the terms of the applicable


8





award agreement(s) and the Company stock plans under which they were
granted; and (iii) with respect to any accrued but un-granted Incentive Awards
pursuant to Section 6(a), Executive will be entitled to receive a lump
sum cash payment equal to the value of the vesting acceleration that Executive
would have received, in accordance with the disability provisions set forth in
the Company’s equity award policy then in effect had Executive’s employment not
been terminated for Disability prior to the date those awards would have been
granted. The amount payable pursuant to Section 7(d)(iii) will be
determined by multiplying the percentage of vesting acceleration to which
Executive would have been entitled in accordance with the disability provisions
set forth in the Company’s equity award policy then in effect by the result of
$7,664,677 minus the sum of the Base Salary and Target Bonus for the year in
which the Termination Date occurs. This payment will be made on the first
regular Company pay day at least six (6) months after the Termination Date or,
if later, at least six (6) months after the date of Executive’s Separation from
Service.


                              
(e) Voluntary Termination, Involuntary Termination for Business Reasons.
If (i) Executive voluntarily terminates his employment (other than in the case
of a Constructive Termination) or (ii) Executive is terminated involuntarily
for Business Reasons, then in any such event (A) all further vesting of
Executive’s Incentive Awards and other equity arrangements will cease
immediately and such awards will expire in accordance with the terms of the
applicable award agreement(s), (B) all payments of compensation by the Company
to Executive hereunder will terminate immediately (except as to amounts already
earned), and (C) Executive will not be entitled to any severance but Executive
will be paid all accrued but unpaid PTO, expense reimbursements and other
benefits due to Executive through his termination date under any
Company-provided or paid plans, policies, and arrangements.


                              (f)
Termination Upon Death. If Executive’s employment is terminated because
of death, then (i) Executive’s representatives will be entitled to receive
payments and benefits in accordance with the Company’s then applicable plans,
policies, and arrangements; provided, however, that to the extent such payments
or benefits are “separation pay” within the meaning of Section 409A, such
payments and benefits will be paid or provided at the same time and in the same
form as similar payments and benefits are provided under Section 7(b) in
connection with Executive’s Constructive Termination or involuntary termination
without Business Reasons; and (ii) Executive’s outstanding Incentive Awards and
other equity arrangements will expire in accordance with the terms of the
applicable award agreement(s) and the Company stock plans under which they were
granted.


                              (g)
Exclusivity. The provisions of this Section 7 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 will 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 7,
whichever will be applicable and those benefits required to be provided by law.


                              (h)
Mitigation. Amounts provided under this Section 7 will not be
reduced by any future earnings Executive may receive following the termination
of his employment with the Company.


9






                    (i)
Code Section 409A.


                              (i)
Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no
Deferred Compensation Separation Benefits (as defined below) or other severance
benefits that otherwise are exempt from Section 409A (as defined below)
pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be considered due
or payable until Executive has a Separation from Service. In addition, as
Executive currently is a “specified employee” within the meaning of Section
409A and the Company anticipates that Executive will continue to be a specified
employee until Executive’s Separation from Service, the severance benefits
payable to Executive under this Agreement that are considered deferred compensation
under Section 409A, if any, and any other severance payments or separation
benefits that are considered deferred compensation under Section 409A
(together, the “Deferred Compensation Separation Benefits”) will, except in the
case of death, be delayed for the period beginning on the Termination Date and
ending on the date that is six (6) months following the Termination Date or, if
later, six (6) months following the date of Executive’s Separation from
Service. All subsequent payments, if any, will be payable in accordance with
the payment schedule applicable to each payment or benefit. Notwithstanding
anything herein to the contrary, if Executive dies following his Separation
from Service but prior to the six (6) month anniversary of his date of separation,
then any payments delayed in accordance with this Section 7(i) or
otherwise will be payable in a lump sum (less applicable withholding taxes) to
Executive’s estate as soon as administratively practicable after the date of
his death and all other Deferred Compensation Separation Benefits will be
payable in accordance with the payment schedule applicable to each payment or
benefit.


                              (ii)
Amendments to this Agreement to Comply with Section 409A. It is the
intent of this Agreement to comply with the requirements of Section 409A so
that none of the payments and benefits to be provided hereunder will be subject
to the additional tax imposed under Section 409A, and any ambiguities herein
will be interpreted to so comply. Executive and the Company agree to work
together in good faith to consider amendments to this Agreement and to take
such reasonable actions which are necessary, appropriate or desirable to avoid
imposition of any additional tax or income recognition under Section 409A prior
to actual payment to Executive.


          8. Definition
of Terms. The following terms referred to in this Agreement will 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 other criminal offense
involving moral turpitude, or (iii) Executive’s material breach of this
Agreement, including without limitation any repeated breach of Sections 9
through 12 hereof, provided that, in the case of clauses (i) or (iii)
above, the Board provides written notice of such “Business Reason” to the
Executive, specifically identifying the circumstance(s) which the Board
believes constitute such “Business Reason”, and Executive will have the
opportunity to cure such circumstances to the reasonable satisfaction of the
Board within thirty (30) days following the delivery of such notice; provided,
further, that at the conclusion of such thirty (30) day cure period, the final
determination of the occurrence of “Business Reasons” and/or the effectiveness
of any such cure, will be made at a meeting of the


10





Board at which Executive (and, at Executive’s option, his counsel) will
have had a right to participate. For purpose of this paragraph, no act or
failure to act by Executive will 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 resolution duly adopted by the Board or based upon the advice of counsel for
the Company will 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
(90) days following any Board member’s (excluding Executive) actual knowledge
of its existence (which period will be extended during the period of any
reasonable investigation conducted in good faith by or on behalf of the Board)
or such event will not constitute Business Reasons under this Agreement.


                    (b)
Disability. “Disability” will 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 twenty-six (26) weeks
after its commencement, is determined to be total and permanent by a physician
selected by the Company with the consent of the Executive or his representative
(unless such consent is unreasonably withheld or delayed). Termination
resulting from Disability may only be effected after at least sixty (60) 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 automatically
will be deemed to have been revoked.


                    (c)
Termination Date. “Termination Date” will 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 8(b); (iii)
if this Agreement is terminated by the Company, the date on which indicated in
a notice of termination that is given to Executive by the Company in accordance
with Sections 7(a) and 14(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 7(a) and 14(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” will be
deemed to occur if Executive elects to voluntarily terminate employment within
the ninety (90) day period immediately following any of the following events:
(i) Executive’s position changes as a result of an action by the Company such
that (A) Executive will no longer be Chief Executive Officer of the Company,
(B) Executive will have authorities, duties and responsibilities less, in any
material respect, than those typically associated with a chief executive
officer of a company of comparable size, or (C) Executive is required to report
to a person or persons other than the entire Board, or a committee of the
Board, or otherwise than substantially in accordance with past practice;
provided that if the Board determines by unanimous vote of all directors
(excluding Executive) that it is required either by law or by rule of any
exchange or listing entity whose rules must be complied with in order for the
Company to maintain such listing that Executive not be Chief Executive Officer,
then the involuntary removal of Executive from the position of Chief Executive
Officer will not, in and of itself, constitute a Constructive Termination, (ii)
Executive is required to relocate his place of employment, other than a
relocation within fifty (50) miles of


11





the Company’s current Stamford headquarters, (iii) there is a reduction
in Executive’s Base Salary or Target Bonus 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,
(iv) the Company becomes a subsidiary of another entity other than pursuant to
implementation of a holding company structure in which the Company is the
principal subsidiary of the holding company, or (v) there occurs any other
material breach of this Agreement by the Company (including, without
limitation, any breach of Section 14(c), but excluding the termination
of Executive’s service as a director due to applicable legal or listing
requirements or stockholders failing to reelect Executive to the Board) 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 (30) days following the delivery of such notice, during which thirty
(30) day notice period, the ninety (90) day period described above will be
tolled.


                    (e)
Change in Control. “Change in Control” will mean the happening of
any of the events described in Section 2(e)(ii) of the Plan (without
regard to when Awards were granted under the Plan, as such term is defined in
the Plan).


                    (f)
Change in Control Termination. “Change in Control Termination”
shall mean the occurrence of any of the following events within the period of
twenty-four (24) months following the occurrence of a Change in Control: (1) a
Constructive Termination, (2) a termination of the Executive’s employment by
the Company without Business Reasons, or (3) election by the Company not to extend
the Employment Term upon the expiration of the Employment Term and Executive
within ninety (90) days following the expiration of the Employment Term
terminates his employment.


                    (g)
Separation from Service. “Separation from Service” will mean
Executive’s “separation from service” within the meaning of Section 409A.


          9. Confidential
Information.


                    (a)
Executive acknowledges that the Confidential Information 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 Term, any Confidential
Information without the written consent of the Board, 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 will provide to the Company written confirmation that
all such materials have been delivered to the Company or have been destroyed.
Executive will take all appropriate steps to safeguard Confidential Information
and to protect it against disclosure, misuse, espionage, loss and theft.


12





                    (b)
“Confidential Information” will 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 will 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 though 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 will 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.


          10. 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 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 will cooperate with the Board to protect the interests
of the Company and its subsidiaries in Developments and Information. Executive
will execute and file any document related to any Developments and Information
requested by the Board including applications, powers of attorney, assignments
or other instruments which the Board 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.


          11. No
Conflicts.


                    (a)
Executive agrees that during the Employment Term, 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 Board.


                    (b)
As long as Executive is employed by the Company or any of its subsidiaries,
Executive agrees that he will not, except as set forth in Section 1, or
with the express written consent of the Board, become engaged in, render
services for, or permit his name


13





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.


          12. 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 for the period of
thirty-six (36) months following the Termination Date, Executive will 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 will prohibit Executive from being a
passive owner of not more than 1% of the outstanding stock of any class of a
corporation that is publicly traded, so long as Executive has no active participation
in the business of such corporation.


                    (b)
In addition, for a period of thirty-six (36) months commencing on the
Termination Date, Executive will 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 though another entity any person
who was an employee of the Company or any subsidiary at any time during the
then preceding twelve (12) months, provided that Executive may hire any such
person who responds to a general advertisement offering employment so long as
such person did not have regular contact with Executive in the course of his or
her employment with the Company, (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, or (iv) disparage the Company, its executive officers, or its
directors.


                    (c)
Executive agrees that these restrictions on competition and solicitation will
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 will 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 will 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


14





parties agree that the covenants contained in this Section 12
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.


          13. SEC
Compliance. The Company covenants that:


                    (a)
at all times during the Employment Term and the term of any Incentive Awards,
if later, the Company will use commercially reasonable efforts to maintain in
effect a valid and effective registration statement on Form S-8 filed with the
Securities Exchange Commission pursuant to the Securities Act of 1933, as
amended (the “Securities Act”) covering any outstanding equity awards
made to Executive; provided, however, that nothing contained herein shall be deemed
to limit the right of the Company, in good faith, to suspend or withdraw such
registration so long as the Company thereafter uses commercially reasonable
efforts to comply with this provision; and


                    (b)
for so long as Executive holds either Incentive Awards or shares of Common
Stock of the Company obtained through the vesting or exercise of an Incentive
Award, and until Executive is free to sell all of the shares underlying,
relating to or obtained through the vesting or exercise of, Incentive Awards
pursuant to Rule 144 promulgated under the Securities Act, in a ninety (90) day
period, the Company will include in such Registration Statement on Form S-8
described in clause (i) above a customary reoffer prospectus covering Executive’s
offer and sale of stock obtained through the vesting or exercise of Incentive
Awards in any manner requested by the Executive from time to time.


          14. Miscellaneous
Provisions.


                    (a)
Notice. Notices and all other communications contemplated by this
Agreement will be in writing, will be effective when given, and in any event
will be deemed to have been duly given (i) when delivered, if personally
delivered, (ii) three (3) business days after deposit in the U.S. mail, if
mailed by U.S. registered or certified mail, return receipt requested, or (iii)
one (1) 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 will be addressed to him at the home address which he most
recently communicated to the Company in writing, provided that a copy of such
notice is delivered to the Executive’s last known attorneys. In the case of the
Company, notices will be addressed to its corporate headquarters, and all
notices will be directed to the attention of its Corporate Secretary.


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


15





                    (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 substantially all of the Company’s business and/or assets
will be entitled to assume the rights and will be obligated to assume the
obligations of the Company under this Agreement and will agree to perform, in
good faith, 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” will include any successor to the Company’s
business and/or assets which becomes bound by the terms of this Agreement by
operation of law or this Agreement.


                              (ii)
Executive’s Successors. The terms of this Agreement and all rights of
Executive hereunder will 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
14(c), the rights of any person to payments or benefits under this
Agreement will 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) will be void.


                    (d)
Waiver; Amendment. No provision of this Agreement will be amended,
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 will 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 will 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, except for any equity-based incentive award arrangements.


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


                    (g)
Arbitration. Any dispute or controversy arising under or in connection
with this Agreement will be settled exclusively by arbitration in New York, New
York, in accordance with the Employment Arbitration 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 will be entitled
to seek or be awarded punitive damages. All attorneys fees and costs will be
allocated or apportioned as agreed by the parties or, in the absence of an
agreement, in such manner as the arbitrator or court will determine to be
appropriate to reflect the final decision of the deciding body as compared to
the initial positions in arbitration of each


16





party. This Agreement will be construed in accordance with and governed
by the laws of the State of New York as they apply to contracts entered into
and wholly to be performed within such State by residents thereof.


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


                    (i)
Indemnification. Executive will be covered under the Company’s insurance
policies and, subject to applicable law, will be provided indemnification to
the maximum extent permitted by the Company’s bylaws and Certificate of
Incorporation, with such insurance coverage and indemnification to be in
accordance with the Company’s standard practices for senior executive officers
but on terms no less favorable than provided to any other Company senior
executive officer or director.


                    (j)
Compliance with Company Policies. During the Employment Term, Executive
will comply with all Company policies generally applicable to the Company’s
executive officers.


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


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


[Remainder Of The Page Intentionally Left
Blank]


17






          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:

 	
 /s/ James C.
 Smith

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 James C.
 Smith, 

 
	
  

 	
  

 	
 Chairman of
 the Board of Directors

 
	
  

 	
  

 	
  

 
	
  

 	
 /s/ Eugene A. Hall

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 EUGENE A. HALL

 


18


(Signature Page to Eugene A. Hall Amended and Restated Employment
Agreement)





Exhibit A


RELEASE AGREEMENT


          This
Release Agreement (the “Agreement”) is made by and between Eugene A. Hall
(“Executive”) and Gartner, Inc. (“Company”) (jointly referred to as the
“Parties”).


          NOW
THEREFORE, in consideration of the promises made herein, the Parties hereby
agree as follows:


          1. Consideration.
The Company agrees to provide Executive with the consideration set forth in the
Employment Agreement between Executive and the Company dated effective April
__2011 (the “Employment Agreement”). No consideration shall be due or payable
to Executive by the Company until the Effective Date of this Agreement, as that
term is defined below.


          2. Payment
of Salary. Executive acknowledges and represents that the Company has paid
all salary, wages, bonuses, accrued vacation, interest, severance, stock, stock
options, vesting, fees, business expenses, and any and all benefits and
compensation due to Executive, with the exception of the consideration provided
for in this Agreement.


          3. Release
of Claims. Executive agrees that the foregoing consideration represents
settlement in full of all outstanding obligations owed to Executive by the
Company and its current and former: officers, directors, employees, agents,
investors, attorneys, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations and assigns (the
“Releasees”). Executive, on his own behalf, and on behalf of his respective
heirs, family members, executors, agents, and assigns, hereby fully and forever
releases the Company and the other Releasees from, and agrees not to sue
concerning, any claim, duty, obligation or cause of action relating to any
matters of any kind, whether presently known or unknown, suspected or
unsuspected, that Executive may possess arising from any omissions, acts or
facts that have occurred up until and including the Effective Date of this
Agreement including, without limitation:


          (a) any and
all claims relating to or arising from Executive’s employment with the Company
or the termination of that employment;


          (b) any and
all claims relating to, or arising from, Executive’s right to purchase, or
actual purchase of, shares of Company stock, including, but not limited to, any
claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty
under applicable state corporate law, and securities fraud under any state or
federal law;


          (c) any and
all claims under the law of any jurisdiction, including, but not limited to,
wrongful discharge of employment; constructive discharge from employment; termination
in violation of public policy; discrimination; breach of contract, both express
and implied; breach of a covenant of good faith and fair dealing, both express
and implied; promissory estoppel; negligent or intentional infliction of
emotional distress; negligent or intentional misrepresentation; negligent or
intentional interference with contract or prospective economic 





advantage; unfair business practices; defamation; libel; slander;
negligence; personal injury; assault; battery; invasion of privacy; false
imprisonment; and conversion;


          (d) any and
all claims for violation of any federal, state or municipal statute, including,
but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights
Act of 1991; the Americans with Disabilities Act of 1990; the Fair Labor
Standards Act; the Employee Retirement Income Security Act of 1974; the Worker
Adjustment and Retraining Notification Act; the Family and Medical Leave Act;
the Fair Credit Reporting Act; the Sarbanes Oxley Act; the Connecticut Fair
Employment Practices Act; the Connecticut Human Rights and Opportunities Law;
and the Connecticut General Statute Title 31;


          (e) any and
all claims for violation of the federal, or any state, constitution;


          (f) any and
all claims arising out of any other laws and regulations relating to employment
or employment discrimination;


          (g) any
claim for any loss, cost, damage, or expense arising out of any dispute over
the non-withholding or other tax treatment of any of the proceeds received by
Executive as a result of this Agreement; and


          (h) any and
all claims for attorney fees and costs.


          The Company
and Executive agree that the release set forth in this section shall be and
remain in effect in all respects as a complete general release as to the
matters released. This release does not extend to (a) any obligations incurred
under this Agreement, including, without limitation, the obligation to provide
the consideration referenced in Section 1, (b) payment of accrued
benefits under an employee benefit plan, to the extent and in the manner
prescribed by the plan documents; (c) the election of continued healthcare
coverage under an employee health plan pursuant to COBRA; (d) the application
for and/or receipt of unemployment benefits to the extent eligible; (e) the
receipt of indemnification under the Company’s charter, bylaws or other
organizational documents of the Company, or (f) any claims for benefits under
the Director & Officer insurance of the Company.


          4. Acknowledgement
of Waiver of Claims Under ADEA. Executive acknowledges that he is waiving
and releasing any rights he may have under the Age Discrimination in Employment
Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary.
Executive and the Company agree that this waiver and release does not apply to
any rights or claims that may arise under the ADEA after the Effective Date of
this Agreement. Executive acknowledges that the consideration given for this
waiver and release Agreement is in addition to anything of value to which
Executive was already entitled. Executive further acknowledges that he has been
advised by this writing that:


	
  

 	
  

 
	
  

 	
 a. he should consult with an attorney prior to executing this
 Agreement;

 
	
  

 
	
  

 	
 b. he has twenty-one (21) calendar days within which to consider this
 Agreement;

 
	
  

 
	
  

 	
 c. he has seven (7) calendar days following his execution of this
 Agreement to revoke this Agreement;

 


2









	
  

 	
  

 
	
  

 	
 d. this ADEA waiver shall not be effective until the revocation period
 has expired; and,

 
	
  

 
	
  

 	
 e. nothing in this Agreement prevents or precludes Executive from
 challenging or seeking a determination in good faith of the validity of this
 waiver under the ADEA, nor does it impose any condition precedent, penalties
 or costs for doing so, unless specifically authorized by federal law.

 


ANY REVOCATION SHOULD BE IN WRITING AND DELIVERED TO LEWIS G. SCHWARTZ,
AT 56 TOP GALLANT ROAD, STAMFORD, CT 06904 ON OR BEFORE 11:59 P.M. ON THE
SEVENTH DAY AFTER EXECUTIVE’S EXECUTION OF THIS AGREEMENT.


          5. No
Pending or Future Lawsuits. Executive represents that he has no lawsuits,
claims, or actions pending in his name, or on behalf of any other person or
entity, against the Company or any of the other Releasees. Executive also
represents that he does not intend to bring any claims on his own behalf or on
behalf of any other person or entity against any of the Releasees.


          6. No
Assistance. Executive agrees that he will not knowingly counsel or assist
any attorneys or their clients in the presentation or prosecution of any
disputes, differences, grievances, claims, charges, or complaints by any third
party against any of the Releasees, unless under a subpoena or other court
order to do so. Executive agrees both to immediately notify the Company upon
receipt of any such subpoena or court order, and to furnish, within three (3)
business days of its receipt, a copy of such subpoena or court order to the
Company. If approached by anyone for counsel or assistance in the presentation
or prosecution of any disputes, differences, grievances, claims, charges, or
complaints against any of the Releasees, Executive shall state no more than
that he cannot provide counsel or assistance.


          7. Breach.
Executive acknowledges and agrees that any breach of any provision of this
Agreement by Executive shall constitute a material breach of this Agreement and
shall entitle the Company immediately to recover the consideration provided to
Executive under this Agreement.


          8. Non-Disparagement.
The Parties agree to refrain from (i) any defamation, libel or slander, or (ii)
tortious interference with the contracts and relationships, in either case, of
the other Party (and, in the case of Executive, the Releasees as well).


          9. No
Admission of Liability. The Parties understand and acknowledge that this
Agreement constitutes a compromise and settlement of potential claims. No
action taken by the Parties, previously or in connection with this Agreement,
shall be construed to be: (a) an admission of the truth or falsity of any
claims made, or (b) an admission by either party of any fault or liability
whatsoever to the other party or to any third party.


          10.
No Representations. Each party represents that it has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement. Neither party has
relied upon any representations or statements made by the other party hereto
which are not specifically set forth in this Agreement.


3





          11. Severability.
In the event that any provision in this Agreement becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable, or void, this
Agreement shall continue in full force and effect without said provision so
long as the remaining provisions remain intelligible and continue to reflect
the original intent of the Parties.


          12. Entire
Agreement. This Agreement represents the entire agreement and understanding
between the Company and Executive concerning the subject matter of this
Agreement, and supersedes and replaces any and all prior agreements and
understandings between the Parties concerning the subject matter of this
Agreement.


          13. No
Oral Modification. Any modification or amendment of this Agreement, or
additional obligation assumed by either party in connection with this
Agreement, shall be effective only if placed in writing and signed by both
Parties or their authorized representatives.


          14. Attorneys’
Fees. In the event that either Party brings an action to enforce or effect
its rights under this Agreement, the prevailing party shall be entitled to
recover its costs and expenses, including the costs of mediation, arbitration,
litigation, court fees, plus reasonable attorneys’ fees incurred in connection
with such an action.


          15. Governing
Law. This Agreement shall be governed by the laws of the State of New York,
without regard for choice of law provisions.


          16. Effective
Date. This Agreement will become effective on the eighth day after it has
been signed by both Parties (the “Effective Date”), provided that Employee has
not revoked the Agreement before that date. This Agreement shall become
effective or enforceable, and the consideration provided herein shall not be
payable, until the Effective Date.


          17. Counterparts.
This Agreement may be executed in counterparts, and each counterpart shall have
the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.


          18. Voluntary
Execution of Agreement. This Agreement is executed voluntarily and with the
full intent of releasing all claims, and without any duress or undue influence
by any of the Parties. The Parties acknowledge that:


          (a) They
have read this Agreement;


          (b) They
have been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of their own choice or that they have voluntarily
declined to seek such counsel;


          (c) They
understand the terms and consequences of this Agreement and of the releases it
contains; and


          (d) They
are fully aware of the legal and binding effect of this Agreement.


4





          IN WITNESS
WHEREOF, the Parties have executed this Agreement on the dates set forth below.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:  

 	
  

 	
  

 	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 For Gartner,
 Inc.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Eugene A.
 Hall

 	
  

 


5