EX-10.1



 






EXHIBIT 10.1



GARTNER, INC.


DEFERRED COMPENSATION PLAN


Effective January 1, 2005




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I
	 	TITLE AND DEFINITIONS 	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	PARTICIPATION 	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	DEFERRAL ELECTIONS 	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	ACCOUNTS 	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	VESTING 	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	RABBI TRUST 	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	DISTRIBUTIONS 	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	ADMINISTRATION 	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	MISCELLANEOUS 	 	 	19	 






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GARTNER, INC.




DEFERRED COMPENSATION PLAN




     This Plan is established, effective January 1, 2005, by Gartner, Inc. (the “Company”), acting
on behalf of itself and its designated subsidiaries. Throughout this Plan, the term “Company”
shall include wherever relevant any entity that is directly or indirectly controlled by the Company
or any entity in which the Company has a significant equity or investment interest, as determined
by the Company.



RECITALS




     1. The Company wishes to maintain a supplemental retirement plan for the benefit of a select
group of management or highly compensated employees of the Company.



     2. The Company wishes to provide that such supplemental retirement plan shall be designated
the Gartner, Inc. Deferred Compensation Plan (the “Plan”).



     3. The Company wishes to provide under the Plan for the payment of accrued vested benefits to
Plan participants and their beneficiaries.



     4. Under the Plan, the Company is obligated to pay vested accrued benefits to the Plan
participants and their beneficiaries from the Company’s general assets.



     5. The Company has entered into an agreement (the “Trust Agreement”) with an institutional
trustee (the “Trustee") under an irrevocable trust to be used in connection with the Plan (the
“Rabbi Trust”).



     6. The Company intends to make contributions to the Trust so that such contributions will be
held by the Trustee and invested, reinvested and distributed, all in accordance with the provisions
of this Plan and the Trust Agreement.



     7. The Company intends that amounts contributed to the Trust and the earnings thereon shall
be used by the Trustee to satisfy the liabilities of the Company under the Plan with respect to
each Plan participant for whom an Account has been established and such utilization shall be in
accordance with the procedures set forth herein.



     8. The Company intends that the Trust be a “grantor trust” with the principal and income of
the Trust treated as assets and income of the Company for federal and state income tax purposes.



     9. The Company intends that the assets of the Trust shall at all times be subject to the
claims of the general creditors of the Company as provided in the Trust Agreement.



     10. The Company intends that the existence of the Trust shall not alter the characterization
of the Plan as “unfunded” for purposes of the Employee Retirement Income



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Security Act of 1974, as amended (“ERISA”), and shall not be construed to provide income to
Plan participants under the Plan prior to actual payment of the vested accrued benefits thereunder.




     11. This Plan is intended and shall be construed to comply with Section 409A of the Internal
Revenue Code (the “Code”) and shall be amended by the Company, retroactive to the effective date if
appropriate, in the event that the Company determines such amendment is necessary to comply with
Section 409A and applicable guidance thereunder.



     12. The Company continues to maintain the Gartner, Inc. Management Deferred Compensation Plan,
originally effective June 1, 1998, which was frozen as to new contributions, effective December 31,
2004, and which constitutes a grandfathered plan under Code Section 409A and applicable guidance
thereunder (i.e., the vested account balances of participants in such grandfathered plan as of
December 31, 2004, plus any earnings thereon, are not subject to Section 409A).



     NOW THEREFORE, the Company does hereby set forth the terms of the Plan, effective January 1,
2005, as follows:




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ARTICLE I


TITLE AND DEFINITIONS



1.1 Title.




     This Plan shall be known as the Gartner, Inc. Deferred Compensation Plan.



1.2. Definitions.




     Whenever the following words and phrases are used in this Plan, with the first letter
capitalized, they shall have the meanings specified below:



     “Account” means, for each Participant, the bookkeeping account maintained by the Company that
is credited with amounts equal to (a) the portion of the Participant’s Salary that he or she elects
to defer, (b) the portion of the Participant’s Bonus that he or she elects to defer, (c) the
portion of the Participant’s Commissions that he or she elects to defer, (d) Company contributions,
if any, made to the Plan for the Participant’s benefit, and (e) adjustments to reflect deemed
earnings pursuant to Section 4.1(d).



     “Administrator” means the Company or such other person or persons acting on behalf of the
Company or to whom the Company has delegated the authority to administer the Plan pursuant to
Article VIII hereof.



     “Beneficiary” or “Beneficiaries” means the beneficiary last designated in writing by a
Participant in accordance with procedures established by the Company from time to time to receive
the benefits specified hereunder in the event of the Participant’s death. No Beneficiary
designation shall become effective until it is filed with the Company during the Participant’s
lifetime.



     “Board of Directors” or “Board” means the Board of Directors of the Company.



     “Bonus” means the amount of cash-based incentive compensation payable to a Participant as part
of the company’s annual bonus program.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Commission” means the amount of compensation (other than Salary and Bonus) payable to a
Participant as a result of sales transactions generated by such Participant.



     “Company” means Gartner, Inc., any successor corporation and any entity that is directly or
indirectly controlled by the Company or any entity in which the Company has a significant equity or
investment interest, as determined by the Company.



     “Compensation” means the Bonus, Commissions and Salary that the Participant earns for services
rendered to the Company.



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     “Distributable Amount” means the amount credited to a Participant’s Account.



     “Distribution Event” means, with respect to each Participant, the Participant’s termination of
employment with the Company for any reason, including retirement, death or disability.



     “Eligible Employee” means an Employee who has been designated by the Company as eligible to
participate in the Plan; provided, however, that “Eligible Employee” shall also include any
Employee who has an account balance under the Grandfathered Plan as of December 31, 2004.



     “Employee” means a common law employee of the Company regularly performing services in the
United States.



     “Fund” or “Funds” means one or more of the investment funds selected by the Company pursuant
to Section 3.3.



     “Grandfathered Plan” means the Gartner, Inc. Management Deferred Compensation Plan, originally
effective June 1, 1998, which has been frozen, effective December 31, 2004, with respect to new
contributions and which constitutes a grandfathered plan under Code Section 409A and applicable
guidance thereunder.



     “Initial Election Period” means, for Employees who are Eligible Employees as of January 1,
2005, a reasonable period ending prior to January 1, 2005. Otherwise, “Initial Election Period”
means (1) for Employees who first become Eligible Employees on June 1 of a Plan Year, the
thirty-day period that begins on June 1 and ends on June 30, and (2) for Employees who first become
Eligible Employees on January 1 of a subsequent Plan Year, a reasonable period ending prior to such
January 1.



     “Investment Return” means, for each Fund, an amount equal to the pre-tax rate of gain or loss
on the assets of such Fund (net of applicable fund and investment charges) as of the close of each
business day.



     “Participant” means any Eligible Employee who elects to defer Compensation in accordance with
Section 3.1.



     “Payment Commencement Date” means (1) in the case of a Participant’s termination of employment
for any reason other than death or disability, the earlier of the January 1 or July 1 that is at
least six months following such termination of employment; and (2) in the case of a Participant’s
termination of employment on account of death or disability, the first of the month following the
calendar quarter in which such termination is effective.



     “Plan” means the Gartner, Inc. Deferred Compensation Plan set forth herein, now in effect, or
as amended from time to time.



     “Plan Year” means the calendar year.



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     “Salary” means the Employee’s base salary for the Plan Year. Salary excludes any other form
of compensation such as restricted stock, proceeds from stock options or stock appreciation rights,
severance payments, moving expenses, car or other special allowance,
or any other amounts included in an Eligible Employee’s taxable income that is not compensation for
services.





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ARTICLE II


PARTICIPATION



2.1 Participation.




     An Eligible Employee shall become a Participant in the Plan by electing to defer a portion of
his or her Compensation in accordance with Section 3.1, and (b) completing a life insurance
application on such form and in such manner as prescribed by the Company. A Participant may be
required to complete additional life insurance applications from time to time, and a Participant’s
failure to complete a life insurance application at the Company’s request may result in the
cessation of the Participant’s eligibility to participate in the Plan with respect to the next
following Plan Year.



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ARTICLE III


DEFERRAL ELECTIONS



3.1 Elections to Defer Compensation.




     (a) Initial Election Period. Each Eligible Employee may elect to defer Compensation
by filing an election with the Company that conforms to the requirements of this Section, on a
written or electronic form approved by the Company, no later than the last day of his or her
Initial Election Period.



     (b) General Rule. The amount of Compensation that an Eligible Employee may elect to
defer is as follows:




	 	(1)	 	Any whole percentage of Salary up to fifty percent (50%);
and/or
	 
	 	(2)	 	Any whole percentage of Bonus and/or Commissions up to one
hundred percent (100%); provided, however, that no election shall be effective
to reduce the Compensation paid to an Eligible Employee for a calendar year to
an amount that is less than the amount necessary to pay (i) applicable
employment taxes (e.g., FICA, hospital insurance) payable with respect to
amounts deferred hereunder, (ii) amounts necessary to satisfy any other benefit
plan withholding obligations, (iii) any resulting income taxes payable with
respect to Compensation that cannot be so deferred, and (iv) any amounts
necessary to satisfy any wage garnishment or similar obligations.





     (c) Minimum Deferrals. For each Plan Year during which the Eligible Employee is a
Participant, the minimum Compensation that may be deferred under this Section shall be Five
Thousand Dollars ($5,000).



     (d) Effect of Initial Election. An election to defer Compensation made during an
Initial Election Period shall be effective as to Compensation paid for services to be performed
thereafter, as follows: (1) An election to defer Salary made during an Initial Election Period
shall be effective as to Salary paid beginning with the first pay period beginning after the
Initial Election Period; (2) An election to defer Bonus made during an Initial Election Period
shall be effective as to any Bonus earned after the Initial Election Period, and any annual Bonus
amount shall be prorated to the extent required by applicable law; and (3) An election to defer
Commissions during an Initial Election Period shall be effective as to any Commissions earned after
the Initial Election Period. Effective January 1, 2006, Commissions shall be treated as earned in
the year paid.



     (e) Duration of Salary Deferral Election. A Salary deferral election made under
Subsection (a) or (g) of this Section shall remain in effect, notwithstanding any change in the
Participant’s Salary, until changed or terminated in accordance with the terms of this Article, and
such election shall become irrevocable as of each December 31 with respect to Salary earned in



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the next succeeding Plan Year. A Participant’s Salary deferral election shall terminate with respect
to future Salary upon the Participant ceasing to be an Eligible Employee.



     (f) Duration of Bonus or Commission Deferral Election. A Bonus or Commission deferral
election made under Subsection (a) or (g) of this Section shall remain in effect until changed or
terminated in accordance with this Article, and such election shall become irrevocable as of each
December 31 with respect to Bonus or Commission, as applicable, earned in the next succeeding Plan
Year. Commissions payable on or after January 1, 2006, shall be treated as earned in the year
paid. A Participant’s Bonus or Commission deferral election shall terminate with respect to future
Bonuses or Commissions, as applicable, upon the Participant ceasing to be an Eligible Employee.



     (g) Elections Other Than Elections During the Initial Election Period. A Participant
may elect to modify or terminate his or her deferral election with respect to the next succeeding
Plan Year by filing a new election during a reasonable period of time prior to the first day of
such Plan Year, on a written or electronic form approved by the Company, to defer Compensation as
described in Subsection (b) above. Any Eligible Employee who fails to elect to defer Compensation
during his or her Initial Election Period may subsequently become a Participant, and any Eligible
Employee who has terminated a prior deferral election may again elect to defer Compensation, by
filing an election during a reasonable period of time prior to the first day of the next succeeding
Plan Year, on a written or electronic form approved by the Company, to defer Compensation as
described in Subsection (b) above. An election to defer Compensation under this Subsection (g) will
be effective: (i) for Salary earned beginning with the first pay period beginning on or after the
first day of the next succeeding Plan Year; (ii) as to any Bonus earned in the next succeeding Plan
Year; and (iii) as to any Commissions earned in the next succeeding Plan Year. Commissions payable
on or after January 1, 2006, shall be treated as earned in the year paid.



     (h) Cancellation of Deferral Election During 2005. Notwithstanding anything to the
contrary herein, and pursuant to transition guidance under Code Section 409A, during the 2005
calendar year, a Participant may cancel (partially or completely) a deferral election in effect
under the Plan, and a corresponding payment of the amount subject to such cancellation shall be
made to the Participant during the 2005 calendar year (or the taxable year that the amount is
earned and vested if later), which amount shall be includible in the Participant’s taxable income
in 2005 (or the taxable year that the amount is earned and vested if later).



     (i) Special Rules for Elections to Defer Bonus with respect to 2004 Plan Year. Prior
to being frozen, the Grandfathered Plan provided for elections to be made prior to the beginning of
the 2004 Plan Year with respect to the deferral of Bonus amounts that were not both earned and
vested as of December 31, 2004. Except for the making of the elections, such deferrals shall be
treated as deferrals under this Plan, and the rules of this Plan shall govern such deferred Bonus
amounts.



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3.2 Company Contributions.




     Effective for Plan Years beginning on or after January 1, 2006, the Company may, in its sole
and absolute discretion, make discretionary matching contributions to the Accounts of certain
Participants designated by the Company, in an amount determined pursuant to a formula set by the
Company prior to the beginning of each Plan Year. If a discretionary matching contribution is to
be made for a Plan Year, the applicable formula shall generally provide for a matching contribution
equal to a specified percentage of the deferrals made under the Plan by each designated Participant
during the Plan Year; provided that the formula may otherwise limit the amount of matching
contributions to a specified percentage of compensation, a specified dollar amount, or some other
limit determined by the Company. The formula for determining a discretionary matching
contribution, if any, shall be set by the Company prior to the beginning of each Plan Year, and the
Company shall notify the eligible Participants of such formula prior to the beginning of each Plan
Year. An eligible Participant must be actively employed on the last day of the Plan Year in order
to receive a matching contribution for such Plan year.



3.3 Investment Elections.




     The Company may, in its sole and absolute discretion, provide each Participant with a list of
investment Funds available for deemed investment purposes, and the Participant may designate, in a
manner specified by the Company, one or more Funds that his or her Account will be deemed to be
invested in for purposes of determining the amount of earnings to be credited to that Account. The
Company may, from time to time, in its sole and absolute discretion, select a
commercially-available fund to constitute the Fund actually selected. The Investment Return of
each such commercially-available fund shall be used to determine the amount of earnings to be
credited to Participants’ Accounts under Subsection 4.1(d).



     In making the designation pursuant to this Section, the Participant may specify that all or
any one percent (1%) multiple of his or her Account be deemed to be invested in one or more of the
Funds offered by the Company, subject to such limitations and conditions as the Company may
specify, a Participant may change the designation made under this Section in such manner and at
such time or times as the Company shall specify. If a Participant fails to elect a Fund under this
Section, or if the Company shall not provide Participants with a list of Funds pursuant to this
Section, then the Participant shall be deemed to have elected a balanced investment to be chosen by
the Company and communicated to participants from time to time.



     The Company may, but need not, acquire investments corresponding to those designated by the
Participants hereunder, and it is not under any obligation to maintain any investment it may make.
Any such investments, if made, shall be Company property in which no Participant shall have any
interest.




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ARTICLE IV




ACCOUNTS




4.1 Participant Accounts.




     The Company shall establish and maintain an Account for each Participant under the Plan. A
Participant’s Account shall be credited as follows:



     (a) As soon as administratively practicable following the end of each applicable pay period,
the Company shall credit the Participant’s Account with an amount equal to Salary deferred by the
Participant during each pay period in accordance with the Participant’s election;



     (b) As soon as administratively practicable after each Bonus, partial Bonus, Commission or
partial Commission would have been paid, the Company shall credit the Participant’s Account with an
amount equal to the portion of the Bonus or Commission deferred by the Participant’s election;



     (c) As soon as administratively practicable after the last day of the Plan Year or such other
time or times as the Company may determine, the Company shall credit the Participant’s Account with
an amount equal to the portion, if any, of any Company contribution made to or for the
Participant’s benefit in accordance with Section 3.2;



     (d) Each Participant’s Account may be further divided into separate subaccounts (“investment
fund subaccounts”), corresponding to investment Funds elected by the Participant pursuant to
Section 3.3 or as otherwise determined by the Company to be necessary or appropriate for proper
Plan administration. As of each business day, a Participant’s Account shall be adjusted with
earnings in an amount equal to that determined by multiplying the balance credited to each
applicable investment fund subaccount as of the close of the prior business day by the Investment
Return for the corresponding Fund selected by the Company.



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ARTICLE V




VESTING




5.1 Account.




     (a) Compensation Deferrals. A Participant’s Account attributable to Compensation
deferred by a Participant pursuant to the terms of this Plan, together with any amounts credited to
the Participant’s Account under Section 4.1(d) with respect to such deferrals, shall be one hundred
percent (100%) vested at all times.



     (b) Company Contributions. The value of a Participant’s Account attributable to any
Company contributions pursuant to Section 3.2 shall vest at such time or times as the Board shall
specify in connection with any such contributions. Unless otherwise specified by the Board,
Participants shall be one hundred percent (100%) vested in such amounts together with any amounts
credited to the Participant’s Account under Section 4.1(d) with respect to such amounts.



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ARTICLE VI




RABBI TRUST




6.1 Establishment of Rabbi Trust.




     In accordance with the Recitals to the Plan, the Company has established a Rabbi Trust, which
will be used in connection with the Plan.



6.2 Duties of Trustee of Rabbi Trust.




     The Trustee shall manage, invest and reinvest the Rabbi Trust as provided in the Trust
Agreement. The Trustee shall collect the income on the Rabbi Trust, and make distributions
therefrom, all as provided in this Plan and in the Trust Agreement.



6.3 Contributions to Rabbi Trust.




     While the Plan remains in effect, the Company shall make contributions to the Rabbi Trust at
least once each quarter. As soon as administratively practicable after the close of each Plan
quarter, the Company shall make an additional contribution to the Rabbi Trust to the extent that
previous contributions to the Rabbi Trust for the current Plan quarter are less than the total of
the Compensation deferrals made by each Participant plus Company contributions, if any, accrued as
of the close of the current Plan quarter.



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ARTICLE VII




DISTRIBUTIONS




7.1 Distribution of Deferred Compensation – Termination of Employment.




     (a) Termination of Employment.



          (1) In the event a Participant’s employment terminates for any reason, including (without
limitation) death, retirement or disability, then the Participant’s Distributable Amount shall be
paid to the Participant (and after the Participant’s death to his or her Beneficiary) in a single
lump-sum cash payment on the Participant’s Payment Commencement Date; provided, however, that, in
lieu of a lump-sum payment, a Participant may elect one of the following optional forms of
distribution:





	 	(i)	 	twenty (20) quarterly installments,
	 
	 	(ii)	 	forty (40) quarterly installments, or
	 
	 	(iii)	 	sixty (60) quarterly installments.





          (2) An Eligible Employee may make an initial election regarding his or her form of
distribution by completing a written or electronic form approved by and filed with the Company
within the Initial Election Period. Thereafter, a Participant may, in connection with his or her
Compensation deferral election for a Plan Year, make an election regarding the form of distribution
with respect to all of his or her Account attributable to Compensation deferred for such Plan Year,
including any amounts credited with respect to such deferrals pursuant to Section 4.1(d), by
completing a written or electronic form approved by the Company. Such election shall remain in
effect with respect to Compensation deferred for future Plan Years until changed in accordance with
this Section and shall become irrevocable as of each December 31 with respect to Compensation
deferred for the next succeeding Plan Year.




          (3) A Participant may make a subsequent election to change the form of distribution with
respect to all of his or her Account attributable to Compensation deferred for a particular Plan
Year by completing a written or electronic form approved by the Company; provided, however, that:





               (i) such election shall not take effect until twelve months after the date on which the
election is made, such that, if the Participant has a Distribution Event within twelve
months of the date the election is made, the election shall not be effective and the
Participant’s Distributable Amount shall be paid in accordance with the Participant’s prior
election(s) as to amounts deferred with respect to particular Plan Years or, in the absence
thereof, in accordance with the Plan’s default provisions under Section 7.1(a)(1); and




               (ii) the first payment with respect to which such election is made must be deferred for
a period of not less than five (5) years from the date it would otherwise



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have been paid (or in the case of installment payments that are treated as a single
payment, five (5) years from the date the first installment was scheduled to be paid).


Notwithstanding the foregoing, pursuant to transition guidance under Code Section 409A, a
Participant may make a new election regarding his or her form of distribution as to all of his or
her Account attributable to Compensation deferred for the 2005 Plan Year, including any amounts
credited with respect to such deferrals pursuant to Section 4.1(d), by completing a written or
electronic form approved by the Company no later than December 31, 2005.




          (4) Notwithstanding anything to contrary herein, if the Participant’s Distributable Amount is
Twenty-Five Thousand Dollars ($25,000) or less, the Distributable Amount shall automatically be
distributed in the form of a cash lump sum on the Participant’s Payment Commencement Date.




          (5) If the Participant’s Distributable Amount is paid in installments, the Participant’s
Account shall continue to be credited monthly with earnings pursuant to Section 4.1(d) and the
installment amount shall be adjusted annually to reflect gains and losses until all amounts
credited to his or her Account under the Plan have been distributed.




          (6) Amounts payable pursuant to this Section shall be subject to the limitation on payout
under Section 7.4.




     (b) Death While Receiving Benefits. If the Participant is in pay status at the time
of death, his or her Beneficiary shall be paid the remaining quarterly installments as they come
due.



7.2 Scheduled In-Service Withdrawals.




     (a) Scheduled In-Service Withdrawals. A Participant may, in connection with his or
her Compensation deferral election for a Plan Year, specify a withdrawal (a “Scheduled In-Service
Withdrawal”) of all of his or her Account attributable to Compensation deferred for such Plan Year,
including any amounts credited with respect to such deferrals pursuant to Section 4.1(d), subject
to the following restrictions:



          (1) A Participant’s Scheduled In-Service Withdrawal election must specify a Scheduled
In-Service Withdrawal date no earlier than the date that is at least three (3) years from the first
day of the Plan Year with respect to which such election is made.




          (2) The election to take a Scheduled In-Service Withdrawal shall be made by completing a
written or electronic form approved by and filed with the Company.




          (3) The amount payable to a Participant in connection with a Scheduled In-Service Withdrawal
shall in all cases be one hundred percent (100%) of the Compensation deferred for the Plan Year
with respect to which the election applies, together with any earnings credited to such amount
pursuant to Section 4.1(d), determined as of the end of the calendar month as of or preceding the
month of the Scheduled In-Service Withdrawal date.




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          (4) A Participant may, at least one (1) year prior to a Scheduled In-Service Withdrawal date,
revoke his or her Scheduled In-Service Withdrawal election in favor of a later Scheduled In-Service
Withdrawal date that is at least five (5) years later; provided, however, that such subsequent
election shall not take effect until 12 months after the date it is made.




          (5) Subject to Section 7.4, payment of a Scheduled In-Service Withdrawal shall be made in a
single lump sum on the first business day coincident with or immediately following the Scheduled
In-Service Withdrawal date.




          (6) A Participant’s Scheduled In-Service Withdrawal election shall become void and of no
effect upon termination of the Participant’s employment with the Company for any reason before the
Participant’s Scheduled In-Service Withdrawal date. In such event, the distribution provisions of
Section 7.1 shall apply.




          (7) A Participant’s Scheduled In-Service Withdrawal election shall remain in effect until
changed or terminated in accordance with this Section. With respect to each succeeding Plan Year,
the effect of such continuing election is that a Participant will be deemed to have elected a
Scheduled In-Service Withdrawal date with respect to Compensation deferred for such Plan Year that
is one year later than the Participant’s Scheduled In-Service Withdrawal date with respect to
Compensation deferred for the prior Plan Year. Such Scheduled In-Service Withdrawal election shall
become irrevocable as of each December 31 with respect to Compensation deferred for the next
succeeding Plan Year.




7.3 Unforeseeable Emergency.




     (a) Triggering an Unforeseeable Emergency. The Company may, in its sole and absolute
discretion, accelerate the date of distribution of a Participant’s Account because of an
Unforeseeable Emergency at any time, in accordance with applicable law. “Unforeseeable Emergency”
shall mean a severe financial hardship resulting from (l) an illness or accident of the Participant
or his or her spouse or dependent (as defined in Section 152(a) of the Code); (2) loss of the
Participant’s property due to casualty; or (3) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant. The Company
shall determine whether an accelerated distribution on account of an Unforeseeable Emergency is
permitted based on the relevant facts and circumstances of each case and in accordance with
applicable guidance.



     (b) Amount of Distribution Permitted. Distributions on account of an Unforeseeable
Emergency must be limited to the amount reasonably necessary to satisfy the emergency need (which
may include amounts necessary to pay any Federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution).



     (c) Distribution Attributable to an Unforeseeable Emergency. Unless the Company, in
its sole and absolute discretion, determines otherwise, distribution pursuant to this Section of
less than the Participant’s entire interest in the Plan shall be made pro rata from his or her
deemed investment Funds according to the balances in such investment Funds. Subject to the
foregoing, payment of any amount with respect to which a Participant has filed a request under



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this Section shall be made in a single cash lump sum as soon as administratively practicable after the
Company approves the Participant’s request.


7.4 Section 162(m) Limitation.




     If the Company reasonably anticipates that all or any portion of any payment of benefits under
this Article VII to a Participant would not be deductible for federal income tax purposes by the
Company because of a limitation under Code Section 162(m) on the total amount of the Participant’s
deductible compensation from the Company, including any other such compensation already paid to the
Participant earlier in the same fiscal year of the Company, the following shall apply:



     (a) Payment of the non-deductible amount shall be deferred until the earliest date at which
the Company reasonably anticipates that the deduction of the payment will not be limited or
eliminated by application of Section 162(m); and



     (b) Adjustment for earning shall continue to be applied under Section 4.1(d) during the period
of deferral under this Section.



7.5 Inability To Locate Participant.




     In the event that the Company is unable to locate a Participant or Beneficiary within two (2)
years following the Participant’s Distribution Event, the amount allocated to the Participant’s
Account shall be forfeited. If after such forfeiture, the Participant or Beneficiary later claims
such benefit, such benefit (calculated immediately prior to the forfeiture) shall be reinstated
without interest or earnings.




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ARTICLE VIII




ADMINISTRATION




8.1 Administrator.




     The Company shall be the Administrator with the sole responsibility for the administration of
the Plan. The Administrator may delegate to any person or entity any powers or duties of the
Administrator under the Plan. To the extent of any such delegation, the delegatee shall become
responsible for administration of the Plan, and references to the Administrator shall apply instead
to the delegatee. Any action by the Company assigning any of its responsibilities as Administrator
to specific persons who are directors, officers, or employees of the Company shall not constitute
delegation of the Administrator’s responsibilities but rather shall be treated as the manner in
which the Company has determined internally to discharge such responsibility.



8.2 Powers and Duties of the Administrator.




     (a) The Administrator, on behalf of the Participants and their Beneficiaries, shall enforce
the Plan in accordance with its terms and shall have all powers as may be necessary to discharge
its duties hereunder, including, but not by way of limitation, the following:



          (1) To select the funds to be the Funds in accordance with Section 3.3 hereof;




          (2) To construe and interpret the Plan, decide all questions of eligibility, determine the
status and rights of Eligible Employees, and determine the amount, manner and time of payment of
any benefits hereunder;




          (3) To amend, modify, suspend or terminate the Plan in accordance with Section 9.4;




          (4) To receive from Eligible Employees such information as shall be necessary for the proper
administration of the Plan;




          (5) To compute and certify the amount and kind of benefits payable to Participants and their
Beneficiaries and to direct the Trustee as to the distribution of Plan assets;




          (6) To maintain all records that may be necessary for the administration of the Plan;




          (7) To provide for the disclosure of all information and the filing or provision of all
reports and statements to Participants, Beneficiaries or governmental agencies as shall be required
by law;




          (8) To make and publish such rules for the regulation of the Plan and procedures for the
administration of the Plan as are not inconsistent with the terms hereof;




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          (9) To appoint or employ individuals or agents to assist in the administration of the Plan;
and




          (10) To defend and initiate any lawsuit on behalf of the Plan or the Participants if the
Administrator deems it reasonably necessary to protect the Plan or the Participants.




     (b) The Administrator shall have full discretion to construe and interpret the terms and
provisions of this Plan, which interpretation or construction shall be final and binding on all
parties, including but not limited to the Company and any Participant or Beneficiary.



8.3 Expenses and Indemnity.




     (a) The Administrator is authorized at the expense of the Company to employ such legal counsel
as it may deem advisable to assist in the performance of its duties hereunder. Expenses and fees
in connection with the administration of the Plan shall be paid by the Company.



     (b) To the extent permitted by applicable state law, the Company shall indemnify and save
harmless the Board and any delegate of the Company who is an employee of the Company against any
and all expenses, liabilities and claims, including legal fees to defend against such liabilities
and claims arising out of their discharge in good faith of responsibilities under or incident to
the Plan, other than expenses and liabilities arising out of willful misconduct or gross
negligence. This indemnity shall not preclude such further indemnities as may be available under
insurance purchased by the Company or provided by the Company under any bylaw, agreement or
otherwise, as such indemnities are permitted under state law.



8.4 Quarterly Statements.




     Under procedures established by the Company, a Participant shall receive a statement with
respect to such Participant’s Account on a quarterly basis.



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ARTICLE IX




MISCELLANEOUS




9.1 Unsecured General Creditor.




     Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or
equitable rights, claims, or interests in any specific property or assets of the Company. No
assets of the Company shall be held in any way as collateral security for the fulfilling of the
obligations of the Company under this Plan. Any and all of the Company’s assets shall be, and
remain, the general unpledged, unrestricted assets of the Company. The Company’s obligation under
the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in
the future, and the rights of the Participants and Beneficiaries shall be no greater than those of
unsecured general creditors.



9.2 Restriction Against Assignment.




     The Company shall pay all amounts payable hereunder only to the person or persons designated
by the Plan and not to any other person or corporation. No part of a Participant’s Account shall
be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or
successors in interest, nor shall a Participant’s Account be subject to execution by levy,
attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person
have any right to alienate, anticipate, commute, pledge, encumber, or assign any benefits or
payments hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in
interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge any distribution or payment from the Plan, voluntarily or involuntarily,
the Company, in its sole and absolute discretion, may cancel such distribution or payment (or any
part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in
such manner as the Company shall direct.



9.3 Withholding.




     There shall be deducted from each payment made under the Plan, all taxes which are required to
be withheld by the Company in respect to such payment. The Company shall have the right to reduce
any payment by the amount of cash sufficient to provide the amount of said taxes.



9.4 Amendment, Modification, Suspension or Termination.




     The Company may amend, modify, suspend or terminate the Plan in whole or in part, except that
no amendment, modification, suspension or termination shall have any retroactive effect to reduce
any amounts allocated to a Participant’s Account, provided that a termination or suspension of the
Plan or any Plan amendment or modification that will significantly increase costs to the Company
shall be approved by the Board. In the event that this Plan is terminated, the timing of the
disposition of the amounts credited to a Participant’s Account shall occur in accordance with
Section 7.1, subject to earlier distribution in accordance with applicable law.



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9.5 Governing Law.




     This Plan shall be construed, governed and administered in accordance with the laws of the
State of Connecticut.



9.6 Receipt or Release.




     Any payment to a Participant or the Participant’s Beneficiary in accordance with the
provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against
the Company. The Company may require such Participant or Beneficiary, as a condition precedent to
such payment, to execute a receipt and release to such effect.



9.7 Payments on Behalf of Persons Under Incapacity.




     In the event that any amount becomes payable under the Plan to a person who, in the sole
judgment of the Company, is considered by reason of physical or mental condition to be unable to
give a valid receipt therefore, the Company may direct that such payment be made to any person
found by the Company, in its sole judgment, to have assumed the care of such person. Any payment
made pursuant to such determination shall constitute a full release and discharge of the Company.



9.8 No Employment Rights.




     Participation in this Plan shall not confer upon any person any right to be employed by the
Company or any other right not expressly provided hereunder.



9.9 Headings, etc. Not Part of Agreement.




     Headings and subheadings in this Plan are inserted for convenience of reference only and are
not to be considered in the construction of the provisions hereof.



9.10 Compliance with Code Section 409A.




     This Plan is intended and shall be construed to comply with Code Section 409A and shall be
amended by the Company, retroactive to the effective date if appropriate, in the event that the
Company determines such amendment is necessary to comply with Section 409A and applicable guidance
thereunder.



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     IN WITNESS WHEREOF, the Company has caused this document to be executed by its duly authorized
officer on this                      day of                     , 2005.



	 	 	 	 	 
	 	 	GARTNER, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 	 	 	 	 






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