EX-10.2









Exhibit 10.2




GARTNER, INC.

2003 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT




Grant # RU                    




NOTICE OF GRANT




     Gartner, Inc. (the “Company”) hereby grants you,                                          (the “Grantee”), the
number of restricted stock units indicated below (the “Restricted Stock Units”) under the Company’s
2003 Long-Term Incentive Plan (the “Plan”). The date of this Agreement is                                          (the
“Grant Date”). Subject to the provisions of Appendix A (attached hereto) and of the Plan, the
principal features of this Restricted Stock Unit grant are as follows:


Target Number of Restricted Stock Units: ___, subject to adjustment as provided under
Performance Adjustment below.



Performance Adjustment:



Vesting Schedule:



Twenty-five percent (25%) of the Restricted Stock Units eligible to vest (as determined in the
prior subsection) 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 grant is subject to
all of the terms and conditions contained in the Plan and this Restricted Stock Unit Agreement (the
“Agreement”), which includes this Notice of Grant and Appendix A. For example, important
additional information on vesting and termination of this Restricted Stock Unit grant is contained
in Paragraphs 4 through 7 of Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A,
WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS RESTRICTED STOCK UNIT GRANT.



	 	 	 	 	 	 	 	 	 
	GARTNER, INC.	 	 	 	GRANTEE	 	 
	 
	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	 

	 	 

Title: CEO
	 	 	 	 

Name:
	 	 






 









 






APPENDIX A




TERMS AND CONDITIONS OF RESTRICTED STOCK




     1. Grant. The Company hereby grants to the Grantee under the Plan the number of
Restricted Stock Units indicated in the Notice of Grant, subject to all of the terms and conditions
in this Agreement and the Plan.



     2. Payment of Purchase Price. When the Restricted Stock Units are paid out to the
Grantee, the purchase price will be deemed paid by the Grantee for each Restricted Stock Unit
through the past services rendered by the Grantee, and will be subject to the appropriate tax
withholdings.



     3. Company’s Obligation to Pay. Each Restricted Stock Unit has a value equal to the
Fair Market Value of a Share on the date of grant. Unless and until the Restricted Stock Units
have vested in the manner set forth in paragraphs 4 or 5, the Grantee will have no right to payment
of such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such
Restricted Stock Units will represent an unfunded and unsecured obligation of the Company. Payment
of any vested Restricted Stock Units will be made in Shares only.



     4. Vesting Schedule. Except as otherwise provided in this Agreement, the Restricted
Stock Units awarded by this Agreement are scheduled to vest in accordance with the vesting schedule
set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a particular date
actually will vest only if the Grantee remains in Continued Service through such date. Should the
Grantee’s Continued Service end at any time (the “Termination Date”), any unvested Restricted Stock
Units will be immediately cancelled; provided, however, that if termination of Continued Service
results from the Grantee’s death, Disability or Retirement, then any unvested Restricted Stock
Units that would have vested by their terms within twelve (12) months from the Termination Date
will be deemed vested on the Termination Date; and provided further, however, that in the case of
Restricted Stock Units as to which the Performance Adjustment referred to in the Notice of Grant
has not been made at the Termination Date, the Restricted Stock Units that will be deemed vested on
the Termination Date pursuant to this paragraph 4 shall be determined, and shall vest, when such
Performance Adjustment has occurred.



     5. Committee Discretion. The Committee, in its discretion, may accelerate the vesting
of the balance, or some lesser portion of the balance, of the Restricted Stock Units at any time,
subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be
considered as having vested as of the date specified by the Committee. If the Committee, in its
discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the
Restricted Stock Units and the Restricted Stock Units are “deferred compensation” within the
meaning of Section 409A, the payment of such accelerated Restricted Stock Units nevertheless shall
be made at the same time or times as if such Restricted Stock Units had vested in accordance with
the vesting schedule set forth in the Notice of Grant (whether or not the Grantee remains in
Continued Service through such date(s)). Notwithstanding the foregoing, if such Restricted Stock
Units are accelerated in connection with the Grantee’s termination of Continued Service (other than
due to death), the Restricted Stock Units that vest on account of the Grantee’s
termination of Continued Service will not be considered due or payable until the Grantee has a
“separation from service” within the



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meaning of Section 409A. In addition, if the Grantee is a
“specified employee” within the meaning of Section 409A at the time of the Grantee’s separation
from service, then any such accelerated Restricted Stock Units otherwise payable within the six (6)
month period following the Grantee’s separation from service instead will be paid on the date that
is six (6) months and one (1) day following the date of the Grantee’s separation from service,
unless the Grantee dies following his or her separation from service, in which case, the
accelerated Restricted Stock Units will be paid to the Grantee’s estate as soon as practicable
following his or her death, subject to paragraph 9. Thereafter, such Restricted Stock Units shall
continue to be paid in accordance with the vesting schedule set forth on the first page of this
Agreement. For purposes of this Agreement, “Section 409A” means Section 409A of the U.S. Internal
Revenue Code of 1986, as amended, and any final Treasury Regulations and other Internal Revenue
Service guidance thereunder, as each may be amended from time to time (“Section 409A”).



     6. Payment after Vesting. Any Restricted Stock Units that vest in accordance with
paragraph 4 will be released to the Grantee (or in the event of the Grantee’s death, to his or her
estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but
in no event later than the applicable two and one-half (21/2) month period of the “short-term
deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under
Section 409A. Notwithstanding the foregoing, if the Restricted Stock Units are “deferred
compensation” within the meaning of Section 409A, the vested Restricted Stock Units will be
released to the Grantee (or in the event of the Grantee’s death, to his or her estate) in Shares as
soon as practicable following the date of vesting, subject to paragraph 9, but in no event later
than the end of the calendar year that includes the date of vesting or, if later, the fifteen
(15th) day of the third (3rd) calendar month following the date of vesting (provided that the
Grantee will not be permitted, directly or indirectly, to designate the taxable year of the
payment). Further, if some or all of the Restricted Stock Units that are “deferred compensation”
within the meaning of Section 409A vest on account of the Grantee’s termination of Continued
Service (other than due to death) in accordance with paragraph 4, the Restricted Stock Units that
vest on account of the Grantee’s termination of Continued Service will not be considered due or
payable until the Grantee has a “separation from service” within the meaning of Section 409A. In
addition, if the Grantee is a “specified employee” within the meaning of Section 409A at the time
of the Grantee’s separation from service (other than due to death), then any accelerated Restricted
Stock Units will be paid to the Grantee no earlier than six (6) months and one (1) day following
the date of the Grantee’s separation from service unless the Grantee dies following his or her
separation from service, in which case, the Restricted Stock Units will be paid to the Grantee’s
estate as soon as practicable following his or her death, subject to paragraph 9. Any Restricted
Stock Units that vest in accordance with paragraph 5 will be paid to the Grantee (or in the event
of the Grantee’s death, to his or her estate) in Shares in accordance with the provision of such
paragraph, subject to paragraph 9.



     7. Forfeiture. Notwithstanding any contrary provision of this Agreement, the balance
of the Restricted Stock Units that have not vested pursuant to paragraphs 4 or 5 at the time the
Grantee ceases to be in Continued Service will be forfeited and automatically transferred to and
reacquired by the Company at no cost to the Company. The Grantee shall not
be entitled to a refund of any of the price paid for the Restricted Stock Units forfeited to
the Company pursuant to this paragraph 7.



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     8. Death of Grantee. Any distribution or delivery to be made to the Grantee under
this Agreement will, if the Grantee is then deceased, be made to the administrator or executor of
the Grantee’s estate (or such other person to whom the Restricted Stock Units are transferred
pursuant to the Grantee’s will or in accordance with the laws of descent and distribution). 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 these
Restricted Stock Units and compliance with any laws or regulations pertaining to such transfer, and
(c) written acceptance of the terms and conditions of this Restricted Stock Unit grant as set forth
in this Agreement.



     9. Withholding of Taxes. When the Shares are issued as payment for vested Restricted
Stock Units, 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 may 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 vested Restricted Stock Units 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 grant of Restricted Stock Units and the issuance of Shares thereunder. The Company (or the
employing Parent or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay
the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the
withholding requirements are not satisfied through the withholding of Shares (or, through the
Grantee’s paycheck, as indicated above), no payment will be made to the Grantee (or his or her
estate) for Restricted Stock Units 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 Restricted Stock
Units. By accepting this Award, the Grantee expressly consents to the withholding of Shares and to
any cash or Share withholding as provided for in this paragraph 9. All income and other taxes
related to the Restricted Stock Unit award and any Shares delivered in payment thereof are the sole
responsibility of the Grantee.



     10. Rights as Stockholder. Neither the Grantee nor any person claiming under or
through the Grantee shall have any of the rights or privileges of a stockholder of the Company in
respect of any Shares deliverable hereunder unless and until certificates representing such Shares
(which may be in book entry form) shall have been issued, recorded on the records of the Company or
its transfer agents or registrars, and delivered to the Grantee (including through electronic
delivery to a brokerage account). Notwithstanding any contrary provisions of this Agreement, any
quarterly or other regular, periodic dividends or distributions (as determined by the Company) paid
on Shares will accrue with respect to (i) unvested Restricted Stock Units and (ii) Restricted Stock
Units that are vested but unpaid, and no such dividends or other distributions will be paid on
Restricted Stock Units nor Restricted Stock Units that are vested but unpaid pursuant to paragraph
5, and in each case will be paid out at the same time or time(s) as
the underlying Restricted Stock Units on which such dividends or other distributions have
accrued. After such issuance, recordation and delivery, the Grantee will have all the rights of a
stockholder of the Company with respect to voting such Shares and receipt of dividends and
distributions on such Shares.



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     11. No Effect on Employment or Service. 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.



     12. 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.



     13. Grant is Not Transferable. Except to the limited extent provided in paragraph 8
above, this grant and the rights and privileges conferred hereby shall not be transferred,
assigned, pledged or 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, assign, pledge, hypothecate or otherwise dispose of this grant, or of any right or
privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar
process, this grant and the rights and privileges conferred hereby immediately shall become null
and void.



     14. Restrictions on Sale of Securities. The Shares issued as payment for vested
Restricted Stock Units awarded under this Agreement will be registered under the federal securities
laws and will be freely tradable upon receipt. However, the Grantee’s subsequent sale of the
Shares will be subject to any market blackout-period that may be imposed by the Company and must
comply with the Company’s insider trading policies, and any other applicable securities laws.



     15. Binding Agreement. Subject to the limitation on the transferability of this grant
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.



     16. Conditions for Issuance of Stock. The shares of stock deliverable to the Grantee
may be either previously authorized but unissued shares or issued shares which have been reacquired
by the Company. The Company shall not be required to transfer on its books or list in street name
with a brokerage company or otherwise issue any certificate or certificates for Shares hereunder
prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing
on all stock exchanges on which such class of stock is then listed; and (b) the completion
of any registration or other qualification of such Shares under any state or federal law or
under the rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary
or advisable; and (c) the obtaining of any approval or other clearance from any state or federal
governmental agency, which the Committee shall, in its absolute discretion, determine to be
necessary or advisable; and (d) the lapse of such reasonable period of time following the date of
vesting of the Restricted Stock Units as the Committee may establish from time to time for reasons
of administrative convenience.



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     17. Plan Governs. This Agreement is subject to all 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 used and not
defined in this Agreement shall have the meaning set forth in the Plan.



     18. Committee Authority. The Committee shall have the power 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 and to interpret or revoke any such rules (including, but not
limited to, the determination of whether or not any Restricted Stock Units have vested). All
actions taken and all interpretations and determinations made by the Committee shall be final and
binding upon the Grantee, the Company and all other 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.



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



     20. 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.



     21. Entire 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.



     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 accepting this Agreement in reliance on any promises, representations, or inducements
other than those contained 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 prior to the actual payment of Shares pursuant to this award of
Restricted Stock Units.



     23. Amendment, Suspension or Termination of the Plan. By accepting this award, the
Grantee expressly warrants that he or she has received an award 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. Governing Law. This grant of Restricted Stock Units shall be governed by, and
construed in accordance with, the laws of the State of Connecticut, without regard to its conflict
of laws provisions.



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




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



In addition, by your acceptance of this restricted stock unit grant and in consideration of such
grant, you hereby ratify and reaffirm the “Agreement Regarding Certain Conditions of Employment”
(the “Gartner Agreement”) previously entered into between you and the Company, including but not
limited to the confidentiality and post-employment restrictions on competition set forth therein,
and/or you hereby agree to comply with all of the terms and conditions of the Gartner Agreement,
which is posted on the Global “Forms and Policies” section of Gartner At Work, and is incorporated
herein by this reference.



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