EX-10.15







Exhibit 10.15




GARTNER, INC.




DEFERRED COMPENSATION PLAN




Effective January 1, 2009




(approved by the Board of Directors on October 28, 2008

with further revisions approved by Lewis G. Schwartz on behalf of the Retirement Benefit

Committee of Gartner, Inc. on December 19, 2008

pursuant to a delegation of authority by the Board of Directors)




 









 




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I

	 	DEFINITIONS
	 	 	2	 
	ARTICLE II

	 	PARTICIPATION
	 	 	5	 
	ARTICLE III

	 	DEFERRAL ELECTIONS
	 	 	6	 
	ARTICLE IV

	 	ACCOUNTS
	 	 	9	 
	ARTICLE V

	 	VESTING
	 	 	11	 
	ARTICLE VI

	 	RABBI TRUST
	 	 	12	 
	ARTICLE VII

	 	DISTRIBUTIONS
	 	 	13	 
	ARTICLE VIII

	 	ADMINISTRATION
	 	 	18	 
	ARTICLE IX

	 	MISCELLANEOUS
	 	 	20	 






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GARTNER, INC.




DEFERRED COMPENSATION PLAN




PREAMBLE




     This Garner, Inc. Deferred Compensation Plan (the “Plan”) was adopted, effective January 1,
2005, by Gartner, Inc. and is hereby amended and restated effective January 1, 2009.



     The Plan is an unfunded plan maintained for the purpose of providing deferred compensation for
a select group of management or highly compensated employees of the Company. This Plan is intended,
and shall be construed, to comply with Section 409A of the Internal Revenue Code and applicable
guidance issued thereunder (“Section 409A”) and shall be amended by the Company, retroactive to its
effective date if appropriate, in the event that the Company determines such amendment is necessary
to comply with Section 409A.



     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 and the
Grandfathered Plan described below (the “Rabbi Trust”). The Company intends the Trust to 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. The Company intends the assets of the Trust at
all times to be subject to the claims of general creditors of the Company as provided in the Trust
Agreement. The Company intends the existence of the Trust not to alter the characterization of the
Plan as “unfunded” for purposes of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), and not to be construed to provide income to Plan participants under the Plan prior to
actual payment of vested accrued benefits hereunder.



     The Gartner, Inc. Management Deferred Compensation Plan (the “Grandfathered Plan”), originally
established effective June 1, 1998, was frozen as to new contributions effective December 31, 2004
and continues to exist as a grandfathered plan under Section 409A, such that 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.




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ARTICLE I




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 elected to defer prior to January 1, 2009,
(d) Company contributions, if any, made to the Plan for the Participant’s benefit, and (e)
adjustments to reflect deemed earnings and losses pursuant to Section 4.2(c).



     “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 unless and 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 or a Participating Employer’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. Commissions are not
eligible for deferral.



     “Company” means Gartner, Inc.



     “Compensation” means the Bonus and Salary that a Participant earns for services rendered
to the Company or a Participating Employer.



     “Distributable Amount” means the amount a Participant’s Account, at the time of distribution
under Section 7.1, that is subject to a particular distribution election (or to the default
distribution provision).



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     “Distribution Event” means, with respect to each Participant, the Participant’s separation
from service (as defined in Section 409A) for any reason (including retirement, voluntary or
involuntary termination, or disability) or the participant’s death.



     “Election Period” means a reasonable period, established by the Administrator, prior to
each January 1. An Eligible Employee’s first Election Period is referred to herein as the
Initial Election Period.



     “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, 2O04. The
Company may designate Eligible Employees only as of January 1 and June 1 of each Plan Year.



     “Employee” means a common law employee of the Company or a Participating Employer, who is
on the United States payroll of the Company or a Participating Employer.



     “Fund” or “Funds” means one or more of the deemed 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 Section 409A.



     “Initial Election Period” means (1) for Employees who first become Eligible Employees on
January 1 of a Plan Year, a reasonable period ending prior to such January 1, and (2) 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 of such Plan Year.



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



     “Participant” means an Eligible Employee who has elected to defer Compensation in
accordance with Section 3.1.



     “Participating Employer” means an entity that is directly or indirectly controlled by the
Company or any entity in which the Company has a significant equity or investment interest, in each
case, as determined by the Administrator.



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



3









 





     “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.



     “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.



     “Section 409A” means Section 409A of the Code and applicable guidance issued thereunder.



4









 





ARTICLE II




PARTICIPATION




2.1 Participation.




     An Eligible Employee shall become a Participant in the Plan by: (a) 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 Administrator. 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 Administrator’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.




5












 





ARTICLE III




DEFERRAL ELECTIONS




3.1 Elections to Defer Compensation.




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



     (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 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) [reserved]



     (d) Effect of Election.




	 	(1)	 	Initial Election Period. An election to defer
Compensation made during an Initial Election Period shall be effective as to
Compensation for services to be performed thereafter, as follows: (1) An
election to defer Salary made during an Initial Election Period shall be
effective beginning with Salary earned during the first pay period that begins
after the end of the Initial Election Period; and (2) An election to defer
Bonus made during an Initial Election Period shall be effective as to any Bonus
earned after the end of the Initial Election Period, provided that if a
Participant’s Initial Election Period occurs in June, the Participant may defer
a maximum of 50% of the Participant’s Bonus for such year.




6









 






	 	(2)	 	In General. An election to defer Compensation made or
changed during an Election Period other than the Initial Election Period
shall be effective: (i) beginning with Salary earned during the first pay
period that begins on or after the first day of the next succeeding Plan
Year; and (ii) as to any Bonus earned beginning in the next succeeding Plan
Year.





     (e) Duration of Salary Deferral Election. A Salary deferral election made under
Subsection (a) 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 to be earned
in 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 Employee. If a Participant remains
an Employee but ceases to be an Eligible Employee, the Participant’s Salary deferral election shall
terminate at the end of the calendar year in which the Participant ceased to be an Eligible
Employee.



     (f) Duration of Bonus Deferral Election. A Bonus deferral election made under
Subsection (a) 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 to be earned in the next succeeding Plan Year. A Participant’s Bonus deferral election
shall terminate with respect to future Bonuses upon the Participant ceasing to be an Employee. If a
Participant remains an Employee but ceases to be an Eligible Employee, the Participant’s Bonus
deferral election shall terminate at the end of the calendar year in which the Participant ceased
to be an Eligible Employee.



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 such 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 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
Administrator shall notify the designated 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.



7









 





ARTICLE IV




ACCOUNTS




4.1 Participant Accounts.




     The Administrator 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 Administrator shall credit the Participant’s Account with an amount equal to the Salary the
Participant elected to defer;



     (b) As soon as administratively practicable after each Bonus or partial Bonus would have been
paid, the Administrator shall credit the Participant’s Account with an amount equal to the Bonus
the Participant elected to defer;



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



4.2 Investment Elections.




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



     (b) A 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, subject to such limitations and conditions as
the Administrator may specify. A Participant may change the designation made under this Section
4.2(b) in such manner and at such time or times as the Administrator shall permit. If a Participant
fails to elect a Fund under this Section, or if the Administrator does not provide Participants
with a list of Funds pursuant to this Section, then the Participant’s Account shall be deemed to be
invested in a Fund chosen by the Administrator and communicated to Participants from time to time.



     (c) Each Participant’s Account may be divided into separate subaccounts (“investment fund
subaccounts”) corresponding to the deemed investment Funds elected by the Participant pursuant to
Subsection (b) above. As of each business day, a Participant’s Account shall be adjusted for deemed
earnings (and losses) in an amount equal to that determined by



8









 




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.




9









 








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, as adjusted for any deemed earnings
and losses credited to the Participant’s Account under Section 4.2(c) 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, a
Participant shall be one hundred percent (100%) vested in such Company contributions, as adjusted
for any deemed earnings and losses credited to the Participant’s Account under Section 4.2(c) with
respect to such Company contributions.



10









 





ARTICLE VI




RABBI TRUST




6.1 Establishment of Rabbi Trust.




     As described in the Preamble to the Plan, the Company has established the 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.



11









 





ARTICLE VII




DISTRIBUTIONS




7.1 Distribution of Deferred Compensation .




     (a) Separation from Service.



          (1) Default Form of Distribution. In the event a Participant incurs a separation from
service (as defined in Section 409A) for any reason, including (without limitation) death,
retirement or disability, the Participant’s Distributable Amount shall be paid to the Participant
(or to his or her Beneficiary, as applicable) in a single lump-sum cash payment on the
Participant’s Payment Commencement Date.




          (2) Optional Forms of Distribution. Notwithstanding the forgoing, a Participant may
elect, in the time and manner described below, one of the following optional forms of distribution
commencing as of the Participant’s Payment Commencement Date:





          (i) twenty (20) quarterly installments,




          (ii) forty (40) quarterly installments, or




          (iii) sixty (60) quarterly installments.



          (3) Initial Distribution Election. 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 Administrator within the Initial Election Period. For Employees who were
Eligible Employees prior to January 1, 2005, a distribution election made prior to January 1, 2005
shall be treated as made during the Initial Election Period. Such election shall remain in effect
with respect to future Plan Years unless and until changed in accordance with this Section and
shall become irrevocable as of each December 31 with respect to any Compensation deferred and
Company contributions credited to the Participant’s Account for the next succeeding Plan Year
(subject to adjustment for deemed earnings and losses pursuant to Section 4.2(c)).




          (4) Distribution Election by Plan Year. A Participant may, when making his or her
Compensation deferral election for a particular Plan Year, make an election regarding the form of
distribution with respect to Compensation deferred and any Company contributions to be credited to
the Participant’s Account for such Plan Year (subject to adjustment for deemed earnings and losses
pursuant to Section 4.2(c)), by completing a written or electronic form approved by and filed with
the Administrator. Such an election shall remain in effect with respect to future Plan Years unless
and until changed in accordance with this Section and shall become irrevocable as of each December
31 with respect to any Compensation deferred and Company contributions credited to the
Participant’s Account for the next succeeding Plan Year (subject to adjustment for deemed earnings
and losses pursuant to Section 4.2(c)).




12









 








          (5) Change in Distribution Election. A Participant may, at any time, make a
subsequent election to change the form of distribution with respect to his or her entire
Account
or the entire portion of his or her Account attributable to Compensation deferred and Company
contributions credited to the Participant’s Account for a particular Plan Year (subject to
adjustment for deemed earnings and losses pursuant to Section 4.2(c)), by completing a
written
or electronic form approved by and filed with the Administrator; provided, however, that:





          (i) such election shall not take effect until twelve (12) months after the date
on which the election is made, such that, if the Participant experiences 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 with respect to such Plan Year(s)
shall be paid in accordance with the Participant’s prior election(s) if the Participant has
a valid election in effect with respect to such Plan Year(s) or, in the absence thereof, in
accordance with the Plan’s default provision under Section 7.1(a)(1);




          (ii) the first payment under such election must be at least paid five (5) years
after the date it otherwise would have been paid (provided that installment payments shall
be treated as a single payment, such that payment under the new election must be made or
begin at least five (5) years after the date the first installment otherwise would have
been paid); and




          (iii) no more than one such change in distribution election may be made by a
Participant with respect to each Plan Year’s deferrals and contributions.



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




          (7) If the Participant’s Distributable Amount is paid in installments, the Participant’s
Account shall continue to be adjusted monthly for deemed earnings and losses pursuant to Section
4.2(c), 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. When making his or her Compensation
deferral election for a particular Plan Year, a Participant may elect a “Scheduled In-Service
Withdrawal,” which means the distribution, as of a specified date prior to separation from



13









 







service, of the entire portion of his or her Account attributable to Compensation deferred and
Company contributions credited to his or her Account for such Plan Year, (subject to adjustment for
deemed earnings and losses pursuant to Section 4.2(c)), subject to the following restrictions:



          (1) A Participant’s Scheduled In-Service Withdrawal election must specify a payment date at
least three (3) years after the first day of the Plan Year to which the election applies.




          (2) A Participant’s Scheduled In-Service Withdrawal election shall be made by completing a
written or electronic form approved by and filed with the Administrator.




          (3) The amount payable to a Participant in connection with a Scheduled In-Service Withdrawal
shall be determined as of the last business day of the calendar month coincident with or
immediately preceding the month of the Scheduled In-Service Withdrawal date.




          (4) A Participant may, at least one (1) year prior to a Scheduled In-Service Withdrawal date,
elect to change his or her Scheduled In-Service Withdrawal date to a date that is at least five (5)
years later; provided, however, that such change shall not become effective until twelve (12)
months after the date the election is made. Only one such change may be made with respect to each
Plan Year’s deferrals and contributions.




          (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 the Participant’s separation from service with the Company for any reason before such
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 the Participant will be deemed to have elected a
Scheduled In-Service Withdrawal date with respect to Compensation deferred and any Company
contributions credited to the Participant’s Account for such Plan Year (subject to adjustment for
deemed earnings and losses pursuant to Section 4.2(c)) that is exactly one year later than the
Participant’s Scheduled In-Service Withdrawal date with respect to the prior Plan Year, which
deemed election shall become irrevocable as of each December 31 with respect to the succeeding Plan
Year.




7.3 Unforeseeable Emergency.




     (a) Determination of Unforeseeable Emergency. The Administrator, in its sole and
absolute discretion, may accelerate the date of distribution of a Participant’s Account upon the
request of a Participant who has experienced an Unforeseeable Emergency, in accordance with
applicable law. “Unforeseeable Emergency” shall mean a severe financial hardship resulting



14









 







from (1) 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 Administrator 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 law.



     (b) Amount of Distribution Permitted. Any distribution on account of an Unforeseeable
Emergency shall be limited to the amount reasonably necessary to satisfy the Participant’s
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) Source and Form of Distribution. Unless the Administrator, in its sole and
absolute discretion, determines otherwise, a distribution pursuant to this Section of less than the
Participant’s entire interest in the Plan shall be made pro rata from all of his or her deemed
investment Funds. Distributions shall be made in a single cash lump sum as soon as administratively
practicable after the Administrator approves the Participant’s request.



7.4 Section 162(m) Limitation.




     If the Administrator 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 (or the applicable Participating Employer) because of a limitation under Code Section
162(m) on the total amount of the Participant’s deductible compensation, 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 deemed earnings and losses shall continue to be applied under Section
4.2(c) during the period of deferral under this Section 7.4.




15












 





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.



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;




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




16









 








          (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 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 Account Statements.




     Under procedures established by the Administrator, a Participant shall receive a statement
(which may be in electronic form) with respect to such Participant’s Account on a quarterly or
other periodic basis, no less frequently than annually.



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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.




     All amounts payable hereunder shall be paid 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, in the
determination of the Administrator, are required to be withheld in respect to such payment. The
Administrator 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.




     This Plan may be amended, modified, suspended or terminated in whole or in part, by 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.




     To the extent not preempted by federal 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 Plan, the Administrator and the Company. The Administrator may require such Participant or
Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such
effect, to be submitted prior to or within 60 days after the Participant’s Payment Commencement
Date.



9.7 Payments on Behalf of Persons Under Incapacity.




     (a) In the event the Administrator determines that any Participant or Beneficiary receiving or
entitled to receive benefits under the Plan is incompetent or unable to care for his affairs, and
in the absence of the appointment of a legal guardian of the property of the incompetent, payments
due under the Plan, unless prior claim thereto has been made by a duly qualified guardian,
committee, or other legal representative, may be made to the spouse, parent, sibling, adult child,
or other person, including a hospital or other institution, deemed by the Administrator to have
incurred or to be liable for expenses on behalf of such incompetent.



     (b) In the absence of the appointment of a legal guardian of the property of a minor, any
payment due under the Plan may be paid to such adult or adults as in the opinion of the
Administrator have assumed the custody and principal support of such minor.



     (c) Notwithstanding the provisions of subsection (a) or (b), the Administrator, in its sole
discretion, may require that a legal guardian for the property of an incompetent or a minor be
appointed, before authorizing any payment hereunder to or for the benefit of such minor or
incompetent.



     (d) Payments made pursuant to this Section shall be a complete discharge of any
obligation arising under the Plan with respect to such payments.



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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 Participating Employer 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 Section 409A.




     This Plan is intended and shall be construed to comply with 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.



9.11 Claim and Appeal Procedure.




     (a) In the event that a Participant or Beneficiary wishes to dispute the benefits payable
under this Plan, a written claim must be made to the Administrator. The Administrator shall review
the written claim and provide a written decision within thirty (30) days of receipt of the claim.
If the claim is denied, in whole or in part, the decision shall include the specific reasons for
such denial, reference to the provisions of the Plan upon which the denial is based, any additional
material or information necessary to perfect the claim and any additional steps that must be taken
to request a review of the denied claim.



     (b) If the claimant desires a review of a denied claim, the claimant must submit a written
request to the Administrator within thirty (30) days of receipt of the denial. The request may
include any additional materials the claimant wishes the Administrator to consider. The
Administrator, in its sole discretion, shall review the request and provide a written decision
within thirty (30) days of receipt of such request. If the decision is a denial, it shall state the
specific reasons for the denial and reference to specific provisions of the Plan upon which the
decision is based.



[signature page follows]







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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 December, 2008.



	 	 	 	 	 
	 	GARTNER, INC.

 	 
	 	By:  	 	 
	 	 	Title:  	SVP and General Counsel 	 



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     IN WITNESS WHEREOF, the Company has caused this document to be executed by its duly authorized
officer on this 19th day of December, 2008.



	 	 	 	 	 
	 	GARTNER, INC.

 	 
	 	By:	
 	 
	 	 	Lewis G. Schwartz 	 
	 	 	Title:  	SVP and General Counsel 	 
	 




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