EX-10.1







Exhibit 10.1




GARTNER, INC.

2003 LONG-TERM INCENTIVE PLAN

STOCK APPRECIATION RIGHT AGREEMENT




Grant #                     




NOTICE OF GRANT




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



Number of Shares to which this SAR pertains:




Exercise Price per Share: $




Vesting Schedule:



Twenty-five
percent (25%) of the Shares to which this SAR pertains shall vest on
each of the first four anniversaries of the date
hereof, subject to Grantee’s Continued Service through each such date.




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



	 	 	 	 	 	 	 	 	 
	GARTNER, INC.	 	 	 	GRANTEE	 	 
	 
	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	 

	 	 

Title: CEO
	 	 	 	 

Name
	 	 







 









 








APPENDIX A




TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS




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




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




          3. Vesting Schedule. Except as otherwise provided in this Agreement, the right to exercise
this SAR will vest in accordance with the vesting schedule set forth in the Notice of Grant which
constitutes part of this Agreement. Shares scheduled to vest on any date will vest only if the
Grantee remains in Continued Service on such date. Should the Grantee’s Continued Service end at
any time (the “Termination Date”), any unvested portion of this SAR will be immediately cancelled;
provided, however, that if termination of Continued Service results from the Grantee’s death,
Disability or Retirement, then any unvested portion of this SAR that would have vested by its terms
within twelve (12) months from the Termination Date will be deemed vested on the Termination Date.
The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion
of the balance, of the SARs at any time, subject to the terms of the Plan. If so accelerated, such
SARs will be considered as having vested as of the date specified by the Committee.




          4. Termination of SAR. In the event of the Grantee’s termination of Continued Service for
any reason other than Retirement, Disability or death, the Grantee may, within ninety (90) days
after the date of such termination of Continued Service (excluding any period during which Grantee
is prohibited from trading under the Company’s Insider Trading Policy), or prior to the Expiration
Date, whichever shall first occur, exercise any vested but unexercised portion of this SAR. In the
event of the Grantee’s termination of Continued Service due to Retirement, Disability or death, the
Grantee may, within twelve (12) months after the date of such termination, or prior to the
Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this
SAR.




          5. Death of Grantee. In the event that the Grantee dies while in the employ of the Company
and/or a Parent or Subsidiary, the administrator or executor of the Grantee’s estate (or such other
person to whom the SAR is transferred pursuant to the Grantee’s will or in accordance with the laws
of descent and distribution), may exercise any vested but unexercised portion of the SAR in
accordance with Paragraph 4 above. Any such transferee must furnish the Company (a) written notice
of his or her status as a transferee, (b) evidence satisfactory to the Company to establish the
validity of the transfer of this SAR and compliance with any laws or regulations




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pertaining to such
transfer, and (c) written acceptance of the terms and conditions of this SAR as set forth in this
Agreement.




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




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




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




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




          10. Tax Withholding and Payment Obligations. When the Shares are issued as payment for
exercised SARs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S.
taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes
in his or her jurisdiction. The Company (or the employing Parent or Subsidiary) will withhold a
portion of the Shares otherwise issuable in payment for exercised SARs that have an aggregate
market value sufficient to pay the minimum federal, state and local income,
employment and any other applicable taxes required to be withheld by the Company (or the employing
Parent or Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued
pursuant to the exercise of SARs and the issuance of Shares thereunder. The Company (or the
employing Parent




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or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay
the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the
withholding requirements are not satisfied through the withholding of Shares (or, through the
Grantee’s paycheck, as indicated above), no payment will be made to the Grantee (or his or her
estate) for SARs unless and until satisfactory arrangements (as determined by the Committee) have
been made by the Grantee with respect to the payment of any income and other taxes which the
Company determines must be withheld or collected with respect to such SARs. By accepting this
award of SARs, the Grantee expressly consents to the withholding of Shares and to any cash or Share
withholding as provided for in this paragraph 10. All income and other taxes related to the SAR
award and any Shares delivered in payment thereof are the sole responsibility of the Grantee.




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




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




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




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




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




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




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




          18. Plan Governs. This Agreement is subject to all of the terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and phrases
used and not defined in this Agreement shall have the meaning set forth in the Plan.




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




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




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




          22. Modifications to the Agreement. This Agreement constitutes the entire understanding of
the parties on the subjects covered. The Grantee expressly warrants that he or she is not
executing this Agreement in reliance on any promises, representations, or inducements other than
those contained herein. Except as otherwise provided herein, modifications to this Agreement or
the Plan can be made only in an express written contract executed by a duly authorized officer of
the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company
reserves the right to revise this Agreement as it deems necessary or advisable, in its sole
discretion and without the consent of the Grantee, to avoid imposition of any additional tax or
income recognition under Section 409A of the Internal Revenue Code of 1986, as amended, prior to
the actual payment of Shares pursuant to this SAR.




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




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





“Continued Service” means that your employment relationship is not
interrupted or terminated by you, the Company, or any Parent or Subsidiary
of



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the Company. Your employment relationship will not be considered
interrupted in the case of: (i) any leave of absence approved in accordance
with the Company’s written personnel policies, including sick leave, family
leave, military leave, or any other personal leave; or (ii) transfers
between locations of the Company or between the Company and any Parent,
Subsidiary or successor; provided, however, that, unless otherwise
provided in the Company’s written personnel policies, in this Agreement or
under applicable laws, rules or regulations, or unless the Committee has
otherwise expressly provided for different treatment with respect to this
Agreement, (x) no such leave may exceed ninety (90) days, and (y) any
vesting shall cease on the ninety-first (91st) consecutive date
of any leave of absence during which your employment relationship is deemed
to continue and will not recommence until such date, if any, upon which you
resume service with the Company, its Parent, Subsidiary or successor. If
you resume such service in accordance with the terms of the Company’s
military leave policy, upon resumption of service you will be given vesting
credit for the full duration of your leave of absence. Continuous
employment will be deemed interrupted and terminated for an Employee if the
Grantee’s weekly work hours change from full time to part time. Part-time
status for the purpose of vesting continuation will be determined in
accordance with policies adopted by the Company from time to time, which
policies, if any, shall supersede the determination of part-time status set
forth in the Company’s posted “employee status definitions”.




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




“Retirement” means termination of your employment in accordance with
the Company’s retirement policies, as in effect from time to time, if on the
date of such termination (i) you are at least 55 years old and your
Continued Service has extended for at least five years, and (ii) the number
of full years in your age and your number of full years of Continued Service
total at least 65. By way of illustration, if you terminate your employment
in accordance with the Company’s retirement policies on your 63rd birthday
after six years of Continued Service, your total would be 69 and your
termination would be treated as a Retirement; if your Continued Service had
extended for only four years, your total would be 67 but your termination
would not be treated as a Retirement since you would not have met the
minimum of five years of Continued Service.



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