EX-10.13








Exhibit 10.13




AMENDED AND RESTATED EMPLOYMENT AGREEMENT



     This Amended Employment Agreement (the “Agreement”) is entered into effective as
of December 31, 2008 (the “Amended Effective Date”), by and between Eugene A. Hall, an
individual (“Executive”) and Gartner, Inc., a Delaware corporation (the
“Company”) and amends and restates the employment agreement entered into on February
15, 2007, effective as of January 1, 2007 (the “Original Effective Date”), by the Company and
Executive.



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



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



     3. Term. The employment of Executive pursuant to this Agreement will continue
through December 31, 2011 (the “Employment Term”), unless extended or earlier
terminated as provided in this Agreement. The Employment Term automatically will be extended
for additional one-year periods commencing on January 1, 2012 and continuing each year
thereafter, unless either Executive or the Company gives the other written notice, in
accordance with Section 14(a) and at least sixty (60) days prior to the then
scheduled expiration of the Employment Term, of such party’s intention not to extend the
Employment Term. Upon termination of the Employment Term for any reason, Executive will
promptly resign from all positions he holds with the Company if the Board so requests.



     4. Salary. As compensation for the services rendered by Executive under this
Agreement, the Company will pay to Executive an annual base salary (“Base Salary”)
equal to $724,065, payable to Executive on a semi-monthly basis in accordance with the
Company’s payroll practices as in effect from time to time during the Employment Term. The
Base Salary will be subject to adjustment by the Board or the Compensation Committee of the
Board (the “Committee”), in the sole discretion of the Board or such Committee, on an
annual basis; provided, however, that Executive’s Base Salary may not be decreased other than
pursuant to a reduction consistent with a general reduction of pay across the executive staff
as a group, as an economic or strategic measure due to poor financial performance by the
Company.













 







     5. Bonus. In addition to Base Salary, Executive will be entitled to participate in the
Company’s executive bonus program. Executive’s annual target bonus (the “Target Bonus”)
will be 100% of Base Salary, and will be payable based on achievement of specified Company and
individual objectives. The actual bonus paid may be higher or lower than the Target Bonus for
over-or under-achievement of Company and individual objectives, as determined by the Committee;
provided, however, that the maximum actual bonus will not exceed 200% of Base Salary. Bonus amounts
will be subject to annual adjustment by the Board or the Committee, in the sole discretion of the
Board or the Committee; provided, however, that Executive’s Target Bonus may not be decreased
without Executive’s consent other than pursuant to a reduction consistent with a general reduction
of pay across the executive staff as a group, as an economic or strategic measure due to poor
financial performance of the Company. To receive a bonus, Executive must be an employee at the time
bonuses are paid to executives.



     6. Executive Benefits.



          (a) Equity Grants. On February 15, 2007, and no later than ten (10) days following
the first market trading day of the first open trading window for Company executives under the
Company’s insider trading policy on or after January 1 each year thereafter during the Employment
Term, Executive will be granted equity-based incentive awards settled in Common Stock of the
Company (collectively, the “Incentive Awards”), provided that Executive must be an
employee at the time Incentive Awards are scheduled to be granted. The Incentive Awards granted in
2007 will have an aggregate value of $5,594,050 on the date of grant, as determined by (a) using
the Black-Scholes-Merton valuation method for stock appreciation rights and the fair market value
of the Company’s Common Stock for restricted stock units, or such other valuation method as the
Committee may use to value equity-based incentive awards, and (b) assuming that the number of the
restricted stock units initially granted in 2007 will not be adjusted during such year, as
discussed in clause (i) below. The Incentive Awards granted in 2008 and later years will have an
aggregate value on the date of grant (using the methods described in the preceding sentence) that
is no less than the result of $7,000,000 minus the sum of the Base Salary and Target Bonus for the
year of grant. Executive’s entitlement to be granted the Incentive Awards for any given year under
this Agreement shall accrue as of January 1 of such year. Except as otherwise provided herein, the
Incentive Awards will be granted on terms consistent with the Company’s 2003 Long Term Incentive
Plan (the “Plan”). Each year’s Incentive Awards will be divided among:




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



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this Agreement, if Executive’s employment with the Company terminates for any reason, any portion
of the restricted stock units still subject to restrictions will be forfeited to the Company.




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



     The 2007 Incentive Awards will be divided such that 70% of the aggregate fair value of the
Incentive Awards will be in the form of restricted stock units (the number of which will be subject
to increase or decrease based upon the over-or under-achievement of specified Company objectives,
as discussed in clause (i) above), and 30% of the Incentive Awards will be in the form of stock
appreciation rights. The 2007 Incentive Awards will be scheduled to vest in equal annual
installments on the first four (4) annual anniversaries of the date of grant, and all other
Incentive Awards granted pursuant to this Agreement will be scheduled to vest in four equal
installments on January 1 of each year following the date of grant, subject in each case to
Executive’s continued employment with the Company through the applicable date and subject to
achievement of any performance goals applicable to such Incentive Awards, except as provided in
Section 7. Notwithstanding the preceding sentence, if a Change in Control occurs prior to
the termination of Executive’s employment and prior to the expiration of the Incentive Awards, then
the Incentive Awards will vest in full, all performance goals or other vesting criteria will be
deemed achieved at target levels and, with respect to stock appreciation rights, be exercisable as
to all of the covered shares, including shares as to which the stock appreciation rights would not
otherwise be exercisable, and subsequently will expire in accordance with their terms.



          (b) Other Employee and Executive Benefits. Executive will be entitled to receive all
benefits provided to senior executives, executives and employees of the Company generally from
time to time, including medical, dental, life insurance and long-term disability, and the
executive split-dollar life insurance, executive disability plan, and all other benefits under the
Company’s Executive Benefits program, in each case so long as and to the extent the same exist;
provided, that with respect to each such plan Executive is otherwise eligible and insurable in
accordance with the terms of such plans. Notwithstanding the preceding sentence, Executive’s right
to receive severance payments and benefits will be only as provided in Section 7 hereof.
Furthermore, the Company will provide Executive with an automobile and driver for Executive’s
ground transportation needs during the Employment Term.




          (c) Vacation, Sick Leave, Holidays and Sabbatical. Executive will be entitled to paid
time off (“PTO”), sick leave, holidays and sabbatical in accordance with the policies of the
Company as they exist from time to time. Executive understands that under the current policy he is
entitled to thirty-five (35) PTO days per calendar year. PTO not used during any calendar year
will roll over to the following year only to the extent provided under the Company’s PTO policies
as they exist from time to time.




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     7. Severance Benefits.



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




          (b) Involuntary Termination. If at any time during the term of this Agreement (other
than following a Change in Control to which Section 7(c) applies) the Company terminates
the employment of Executive involuntarily and without Business Reasons or a Constructive
Termination occurs, or if the Company elects not to renew this Agreement upon the expiration of
the Employment Term and Executive within ninety (90) days following the expiration of the
Employment Term terminates his employment, then, subject to Executive signing and not revoking a
general release of claims against the Company and its successors substantially in the form
attached hereto as Exhibit A within the period required by the release and in no event
later than sixty (60) days following the Termination Date, inclusive of any revocation period set
forth in the release, Executive will be entitled to receive the following:




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



               (ii) A lump sum cash payment with respect to the accrued but un-granted Incentive Awards
pursuant to Section 6(a) above determined by multiplying the percentage of such un-granted
Incentive Awards that would have vested pursuant to Section 7(b)(iv) below by no less than
the result of $7,000,000 minus the sum of the Base Salary and Target Bonus for the year in which
the Termination Date occurs. For purposes of illustration, if the accrued but un-granted Incentive
Awards would have vested over a four (4) year vesting schedule, the percentage described in the
preceding sentence will be seventy-five percent (75%). In accordance with Section 7(i)
below, this payment will be made on the first regular Company pay day at least six (6) months
after the Termination Date or, if later, at least six (6) months after the date of Executive’s
Separation from Service.



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




4











 





               (iv) Thirty-six (36) months’ continued vesting under all Incentive Awards and any other
outstanding stock options and other equity arrangements subject to vesting and held by Executive
other than the restricted stock award granted to Executive on August 16, 2004 pursuant to which
Executive received 500,000 shares of restricted stock subject to certain performance-based criteria
(the “Restricted Stock Award”) (and in this regard, all such stock appreciation rights and other
exercisable rights held by Executive will remain exercisable for thirty (30) days following the
last day of the thirty-six (36) month continued vesting period, subject to the maximum term of the
award). Notwithstanding the foregoing, with respect to each performance-based restricted stock unit
award or other equity compensation award subject to achievement of performance-based criteria (each
a “Performance-Based Equity Award”) other than the Restricted Stock Award, Executive will be
entitled to thirty-six (36) months’ continued vesting only if and to the extent that the
performance-based criteria applicable to the Performance-Based Equity Award is achieved during the
award’s performance period, as determined by the Compensation Committee in accordance with the
terms and conditions of the 2003 Long-Term Incentive Plan (or such other Company stock plan under
which the award was granted) and the award agreement entered into by and between the Company and
Executive. For purposes of clarity, the thirty-six (36) months’ continued vesting to which
Executive is entitled will be measured from the Termination Date and not from the date that
achievement of the applicable performance-based criteria is determined. Notwithstanding anything to
the contrary herein or in any award agreement evidencing the Incentive Awards and any other
outstanding stock options or other equity arrangements, to the extent such awards are considered
“deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section
409A”) and in accordance with Section 7(i) below, the awards otherwise payable during the period
beginning on the Termination Date and ending on the date that is six (6) months following the
Termination Date or, if later, six (6) months following the date of Executive’s Separation from
Service, instead will be paid on the date six (6) months and one (1) day following the later of the
Termination Date or the date of Executive’s Separation from Service. Thereafter, each such award
shall be paid in accordance with the vesting schedule applicable to such award.



               (v) reimbursement for premiums incurred to continue group health benefits (or, at the
Company’s election, to obtain substantially similar health benefits through a third party carrier)
for thirty-six (36) months for Executive, his spouse and any children, provided the Executive
makes the appropriate health continuation election pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”). The Company will make payments under this clause (v) on a
monthly basis.



               (vi) no other compensation, severance or other benefits, except only that this provision will
not limit any benefits otherwise available to Executive under Section 7(c)(ii) in the case
of a Change in Control. Notwithstanding the foregoing, if Executive violates in a material respect
the provisions set forth in Section 12, Executive no longer will be entitled to receive
any severance payments and benefits and Executive’s outstanding Incentive Awards and other stock
options and equity arrangements will expire immediately.



5









 





          (c) Change in Control.




               (i) Benefits. If during the term of this Agreement a “Change in Control” occurs, then
Executive will be entitled to receive the following: (A) Base Salary and PTO accrued though the
date of the Change in Control plus an amount equal to three (3) years of Executive’s Base Salary as
then in effect, payable immediately upon the Change in Control, (B) an amount equal to three (3)
times Executive’s Target Bonus for the fiscal year in which the Change in Control occurs (as well
as any earned but unpaid bonus from the prior fiscal year, such bonus not to be multiplied by three
(3)), all payable immediately upon the Change in Control, and (C) (a) for at least three (3) years
following the date of the Change in Control (even if Executive ceases employment), continuation of
group health benefits at the Company’s cost pursuant to the Company’s standard programs as in
effect from time to time (or at the Company’s election substantially similar health benefits as in
effect at the Termination Date (if applicable), through a third party carrier) for Executive, his
spouse and any children, and (b) thereafter, to the extent COBRA will be applicable, continuation
of health benefits for such persons at Executive’s cost, for a period of eighteen (18) months or
such longer period as may be applicable under the Company’s policies then in effect, provided the
Executive makes the appropriate COBRA election and payments, and (D) no other compensation,
severance or other benefits. Anything to the contrary herein notwithstanding, in the event of a
Change in Control, the Executive’s Incentive Awards will automatically vest as provided in
Section 6(a). Additionally, any Incentive Awards accrued but un-granted pursuant to
Section 6(a) will be granted to Executive prior to the Change in Control. Further, payments
for continuing group health benefits made by the Company pursuant to Section 7(c)(i)(C)
above will be made directly by the Company to the applicable insurer and/or administrator when
premiums for such coverage are due in accordance with the terms and conditions of the applicable
insurance policy or administrative services agreement (subject to the grace period permitted under
Section 1.409 A-3(d) of the Treasury Regulations under Section 409A and provided that under no
circumstances will Executive be permitted, directly or indirectly, to designate the taxable year in
which payments for continuing coverage are made by the Company).



               (ii) Additional Payments by the Company.




               (A) If any payment or benefit Executive would receive pursuant to Section
7(c)(i) or otherwise (collectively, the “Payment”) would (x) constitute a
“parachute payment” within the meaning of Section 280G of the Code, and (y) be subject to
the excise tax imposed by Section 4999 of the Code or any interest or penalties payable
with respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the “Excise Tax”), then
Executive will be entitled to receive from the Company an additional payment (the
“Gross-Up Payment,” and any iterative payments pursuant to this paragraph also will
be “Gross-Up Payments”) in an amount that will fund the payment by Executive of any
Excise Tax on the Payment, as well as all income and employment taxes on the Gross-Up
Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or penalties
imposed with respect to income and employment taxes imposed on the Gross-Up Payment.




               (B) Subject to the provisions of clause F below, all determinations required to be
made under this Section 7(c)(ii), including whether an



6









 







Excise Tax is payable by Executive and the amount of such Excise Tax and whether a Gross-Up Payment
is required and the amount of such Gross-Up Payment, will be made by the Company’s independent
accountants prior to the Change in Control (the “Accounting Firm”). The Company will direct
the Accounting Firm to submit its determination and detailed supporting calculations to both the
Company and Executive within fifteen (15) calendar days after the date of the Change in Control or
the date of Executive’s termination of employment, if applicable, and any other such time or times
as may be requested by the Company or Executive. If the Accounting Firm determines that any Excise
Tax is payable by Executive, the Company will pay the required Gross-Up Payment to Executive within
five (5) business days after receipt of such determination and calculations. If the Accounting Firm
determines that no Excise Tax is payable by Executive, it will, at the same time as it makes such
determination, furnish Executive with an opinion that he has substantial authority not to report
any Excise Tax on his federal, state, local income or other tax return. Any determination by the
Accounting Firm as to the amount of the Gross-Up Payment will be binding upon the Company and
Executive. As a result of the uncertainty in the application of Section 4999 of the Code (or any
successor provision thereto) and the possibility of similar uncertainty regarding applicable state
or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments which will not have been made by the Company should have been made (an
“Underpayment”), consistent with the calculations required to be made hereunder. In the
event that the Company exhausts or fails to pursue its remedies pursuant to clause F below and
Executive thereafter is required to make a payment of any Excise Tax, the Company or Executive may
direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to
submit its determination and detailed supporting calculations to both the Company and Executive as
promptly as possible. Any such Underpayment will be promptly paid by the Company to Executive
within twenty (20) days after receipt of such determination and calculations.




               (C) The Company and Executive will each provide the Accounting Firm access to and copies of
any books, records and documents in the possession of the Company or Executive, as the case may
be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm
in connection with the preparation and issuance of the determination contemplated by clause B
above.




               (D) The federal, state and local income or other tax returns filed by Executive will be
prepared and filed on a consistent basis with the determination of the Accounting Firm with
respect to the Excise Tax payable by Executive. Executive will make proper payment of the amount
of any Excise Tax, and at the request of the Company, provide to the Company true and correct
copies (with any amendments) of his federal income tax return as filed with the Internal Revenue
Service and corresponding state and local tax returns, if relevant, as filed with the applicable
taxing authority, and such other documents reasonably requested by the Company, evidencing such
payment. If prior to the filing of Executive’s federal income tax return, or corresponding state
or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up
Payment should be reduced, Executive will within twenty (20) days thereafter pay to the Company
the amount of such reduction.



7









 






               (E) The fees and expenses of the Accounting Firm for its
services in connection with the determinations and calculations contemplated by clauses
B and D above will be borne by the Company. If such fees and expenses are initially
advanced by Executive, the Company will reimburse Executive the full amount of such
fees and expenses within twenty (20) days after receipt from Executive of a statement
therefore and reasonable evidence of his payment thereof.




               (F) Executive will notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment. Such notification will be given as promptly as
practicable but no later than thirty calendar days after Executive actually receives notice
of such claim and Executive will further apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid (in each case, to the extent
known by Executive). Executive will not pay such claim prior to the earlier of (i) the
expiration of the 30-calendar-day period following the date on which he gives such notice
to the Company and (ii) the date that any payment of amount with respect to such claim
is due. If the Company notifies Executive in writing prior to the expiration of such
period that it desires to contest such claim, Executive will:




               (1) provide the Company with any written records or documents in his possession
relating to such claim reasonably requested by the Company;




               (2) take such action in connection with contesting such claim as the Company will
reasonably request in writing from time to time, including without limitation accepting
legal representation with respect to such claim by an attorney competent in respect of the
subject matter and approved by the Company, which approval will not be unreasonably
withheld;




               (3) cooperate with the Company in good faith in order effectively to contest such
claim; and




               (4) permit the Company to participate in any proceedings relating to such claim;




provided, however, that the Company will bear and pay directly all costs and expenses (including
interest and penalties) incurred in connection with such contest and will indemnify and hold
harmless Executive, on an after-tax basis, for and against any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provisions of this clause F, the
Company will control all proceedings taken in connection with the contest of any claim
contemplated by this clause F and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing authority in respect
of such claim (provided that Executive may participate therein at his own cost and expense) and
may, at its option, either direct Executive to pay the tax claimed and sue for a refund or contest
the claim in any permissible manner, and Executive agrees to prosecute such contest
to a



8









 







determination before any administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company will determine; provided, however, that if the Company
directs Executive to pay the tax claimed and sue for a refund, the Company will advance the amount
of such payment to Executive on an interest-free basis and will indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties
with respect thereto, imposed with respect to such advance; and provided further, however, that any
extension of the statute of limitations relating to payment of taxes for the taxable year of
Executive with respect to which the contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company’s control of any such contested claim will be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and Executive will be
entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.




               (G) If, after the receipt by Executive of an amount advanced by the Company pursuant to
clause F above, Executive receives any refund with respect to such claim, Executive will (subject
to the Company’s complying with the requirements of clause F above) within twenty (20) days
thereafter pay to the Company the amount of such refund (together with any interest paid or
credited thereon after any taxes applicable thereto). If, after the receipt by Executive of an
amount advanced by the Company pursuant to clause F above, a determination is made that Executive
will not be entitled to any refund with respect to such claim and the Company does not notify
Executive in writing of its intent to contest such denial or refund prior to the expiration of
thirty (30) days after such determination, then such advance will be forgiven and will not be
required to be repaid and the amount of such advance will offset, to the extent thereof, the
amount of Gross-Up Payment required to be paid pursuant to this Section 7(c)(ii).




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




               (I) Notwithstanding anything herein to the contrary, the payment of any Gross-Up Payment or
Underpayment will be made no later than the end of Executive’s taxable year following the year in
which Executive remits the taxes covered by the Gross-Up Payment or Underpayment. For the
avoidance of doubt, the foregoing provision is not intended to extend any time period set forth in
this Section 7(c) within which any Gross-Up Payment or Underpayment must be made, but
rather is intended to ensure that any such Gross-Up Payment or Underpayment will not be subject to
the additional tax provided under Section 409A. Notwithstanding the foregoing, if Executive is a
“specified employee” within the meaning of Section 409A on the date of Executive’s Separation from
Service, other than due to death, and a Gross-Up Payment or Underpayment would not have been
required in the absence of the benefits provided for in this Agreement in connection with
Executive’s Separation from Service, any Gross-Up



9









 







Payment or Underpayment otherwise due to Executive following the Termination Date and on or
within the six (6) month period following Executive’s Separation from Service will accrue
during such period and will become payable in a lump sum payment (less any applicable
withholding taxes) on the date six (6) months and one (1) day following the date of
Executive’s Separation from Service.



          (d) Termination for Disability. If at any time during the Employment Term Executive
becomes unable to perform his duties as an employee as a result of incapacity, which gives rise to
termination of employment for Disability, then (i) Executive will be entitled to receive payments
and benefits in accordance with the Company’s then applicable plans, policies, and arrangements;
provided, however, that to the extent such payments or benefits are “separation pay” within the
meaning of Section 409A, such payments and benefits will be paid or provided at the same time and
in the same form as similar payments and benefits are provided under Section 7(b) in
connection with Executive’s Constructive Termination or involuntary termination without Business
Reasons; (ii) Executive’s outstanding Incentive Awards and other stock options and equity
arrangements will expire in accordance with the terms of the applicable award agreement(s) and the
Company stock plans under which they were granted; and (iii) with respect to any accrued but
un-granted Incentive Awards pursuant to Section 6(a), Executive will be entitled to receive
a lump sum cash payment equal to the value of the vesting acceleration that Executive would have
received, in accordance with the disability provisions set forth in the Company’s equity award
policy then in effect had Executive’s employment not been terminated for Disability prior to the
date those awards would have been granted. The amount payable pursuant to Section 7(d)(iii)
will be determined by multiplying the percentage of vesting acceleration to which Executive would
have been entitled in accordance with the disability provisions set forth in the Company’s equity
award policy then in effect by the result of $7,000,000 minus the sum of the Base Salary and Target
Bonus for the year in which the Termination Date occurs. This payment will be made on the first
regular Company pay day at least six (6) months after the Termination Date or, if later, at least
six (6) months after the date of Executive’s Separation from Service.




          (e) Voluntary Termination, Involuntary Termination for Business Reasons or Termination
following a Change in Control. If (i) Executive voluntarily terminates his employment (other
than in the case of a Constructive Termination), (ii) Executive is terminated involuntarily for
Business Reasons, or (iii) Executive’s employment is terminated within the twelve (12) month
period following a Change in Control to which Section 7(c) applies, then in any such event
(A) all further vesting of Executive’s Incentive Awards and other equity arrangements will cease
immediately (it being understood that the Executive’s Incentive Awards will fully vest upon such a
Change in Control as provided in Section 6(a)) and such awards will expire in accordance
with the terms of the applicable award agreement(s), (B) all payments of compensation by the
Company to Executive hereunder will terminate immediately (except as to amounts already earned),
and (C) Executive will not be entitled to any severance but Executive will be paid all accrued but
unpaid PTO, expense reimbursements and other benefits due to Executive through his termination
date under any Company-provided or paid plans, policies, and arrangements.




          (f) Termination Upon Death. If Executive’s employment is terminated because of death,
then (i) Executive’s representatives will be entitled to receive payments and



10









 






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




          (g) Exclusivity. The provisions of this Section 7 are intended to be and are
exclusive and in lieu of any other rights or remedies to which Executive or the Company may
otherwise be entitled, either at law, tort or contract, in equity, or under this Agreement, in the
event of any termination of Executive’s employment. Executive will be entitled to no benefits,
compensation or other payments or rights upon termination of employment other than those benefits
expressly set forth in paragraph (b), (c), (d), (e) or (f) of this Section 7, whichever
will be applicable and those benefits required to be provided by law.




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




          (i) Code Section 409A.




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



               (ii) Amendments to this Agreement to Comply with Section 409A. It is the intent of
this Agreement to comply with the requirements of Section 409A so that none of



11









 




the payments and benefits to be provided hereunder will be subject to the additional tax imposed
under Section 409A, and any ambiguities herein will be interpreted to so comply. Executive and the
Company agree to work together in good faith to consider amendments to this Agreement and to take
such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any
additional tax or income recognition under Section 409A prior to actual payment to Executive.




     8. Definition of Terms. The following terms referred to in this Agreement will have
the following meanings:



          (a) Business Reasons. “Business Reasons” means (i) gross negligence, willful
misconduct or other willful malfeasance by Executive in the performance of his duties, (ii)
Executive’s conviction of a felony, or other criminal offense involving moral turpitude, or (iii)
Executive’s material breach of this Agreement, including without limitation any repeated breach of
Sections 9 through 12 hereof, provided that, in the case of clauses (i) or (iii) above, the
Board provides written notice of such “Business Reason” to the Executive, specifically identifying
the circumstance(s) which the Board believes constitute such “Business Reason”, and Executive will
have the opportunity to cure such circumstances to the reasonable satisfaction of the Board within
thirty (30) days following the delivery of such notice; provided, further, that at the conclusion
of such thirty (30) day cure period, the final determination of the occurrence of “Business
Reasons” and/or the effectiveness of any such cure, will be made at a meeting of the Board at which
Executive (and, at Executive’s option, his counsel) will have had a right to participate. For
purpose of this paragraph, no act or failure to act by Executive will be considered “willful”
unless done or omitted to be done by Executive in bad faith or without reasonable belief that
Executive’s action or omission was in the best interests of the Company or its affiliates. Any act,
or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or
based upon the advice of counsel for the Company will be conclusively presumed to be done, or
omitted to be done, by Executive in good faith and in the best interests of the Company. The Board
must notify Executive of any event constituting Business Reasons within ninety (90) days following
any Board member’s (excluding Executive) actual knowledge of its existence (which period will be
extended during the period of any reasonable investigation conducted in good faith by or on behalf
of the Board) or such event will not constitute Business Reasons under this Agreement.




          (b) Disability. “Disability” will mean that Executive has been unable to
perform his duties as an employee as the result of his incapacity due to physical or mental
illness, and such inability, at least twenty-six (26) weeks after its commencement, is determined
to be total and permanent by a physician selected by the Company with the consent of the Executive
or his representative (unless such consent is unreasonably withheld or delayed). Termination
resulting from Disability may only be effected after at least sixty (60) days written notice by
the Company of its intention to terminate Executive’s employment. In the event that Executive
resumes the performance of substantially all of his duties hereunder before the termination of his
employment becomes effective, the notice of intent to terminate automatically will be deemed to
have been revoked.




          (c) Termination Date. “Termination Date” will mean (i) if this Agreement is
terminated on account of death, the date of death; (ii) if this Agreement is terminated for




12









 







Disability, the date specified in Section 8(b); (iii) if this Agreement is terminated by
the Company, the date on which indicated in a notice of termination that is given to Executive by
the Company in accordance with Sections 7(a) and 14(a); (iv) if the Agreement is
terminated by Executive, the date indicated in a notice of termination given to the Company by
Executive in accordance with Sections 7(a) and 14(a); or (v) if this Agreement
expires by its terms, then the last day of the term of this Agreement.




          (d) Constructive Termination. A “Constructive Termination” will be deemed to
occur if Executive elects to voluntarily terminate employment within the ninety (90) day period
immediately following any of the following events: (i) Executive’s position changes as a result of
an action by the Company such that (A) Executive will no longer be Chief Executive Officer of the
Company, (B) Executive will have duties and responsibilities demonstrably less than those typically
associated with a Chief Executive Officer, or (C) Executive will no longer report directly to the
Board; provided that if the Board determines by unanimous vote of all directors (excluding
Executive) that it is required either by law or by rule of any exchange or listing entity whose
rules must be complied with in order for the Company to maintain such listing that Executive not be
Chief Executive Officer, then the involuntary removal of Executive from the position of Chief
Executive Officer will not, in and of itself, constitute a Constructive Termination, (ii) Executive
is required to relocate his place of employment, other than a relocation within fifty (50) miles of
the Company’s current Stamford headquarters, (iii) there is a reduction in Executive’s Base Salary
or Target Bonus other than any such reduction consistent with, a general reduction of pay across
the executive staff as a group, as an economic or strategic measure due to poor financial
performance by the Company, or (iv) there occurs any other material breach of this Agreement by the
Company (including, without limitation, any breach of Section 14(c), but excluding the
termination of Executive’s service as a director due to applicable legal or listing requirements or
stockholders failing to reelect Executive to the Board) after a written demand for substantial
performance is delivered to the Board by Executive which specifically identifies the manner in
which Executive believes that the Company has materially breached this Agreement, and the Company
has failed to cure such breach to the reasonable satisfaction of Executive within thirty (30) days
following the delivery of such notice, during which thirty (30) day notice period, the ninety (90)
day period described above will be tolled.




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




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




     9. Confidential Information.



          (a) Executive acknowledges that the Confidential Information relating to the business of the
Company and its subsidiaries which Executive has obtained or will obtain during the course of his
association with the Company and subsidiaries and his performance under this Agreement are the
property of the Company and its subsidiaries. Executive agrees that he will not disclose or use at
any time, either during or after the Employment Term, any Confidential Information without the
written consent of the Board, other than proper disclosure or use in the




13









 







performance of his duties hereunder. Executive agrees to deliver to the Company at the end of the
Employment Term, or at any other time that the Company may request, all memoranda, notes, plans,
records, documentation and other materials (and copies thereof) containing Confidential Information
relating to the business of the Company and its subsidiaries, no matter where such material is
located and no matter what form the material may be in, which Executive may then possess or have
under his control. If requested by the Company, Executive will provide to the Company written
confirmation that all such materials have been delivered to the Company or have been destroyed.
Executive will take all appropriate steps to safeguard Confidential Information and to protect it
against disclosure, misuse, espionage, loss and theft.




          (b) “Confidential Information” will mean information which is not generally known to
the public and which is used, developed, or obtained by the Company or its subsidiaries relating
to the businesses of any of the Company and its subsidiaries or the business of any customer
thereof including, but not limited to: products or services; fees, costs and pricing structure;
designs; analyses; formulae; drawings; photographs; reports; computer software, including
operating systems, applications, program listings, flow charts, manuals and documentation;
databases; accounting and business methods; inventions and new developments and methods, whether
patentable or unpatentable and whether or not reduced to practice; all copyrightable works; the
customers of any of the Company and its subsidiaries and the Confidential Information of any
customer thereof; and all similar and related information in whatever form. Confidential
Information will not include any information which (i) was rightfully known by Executive prior to
the Employment Term, (ii) is publicly disclosed by law or in response to an order of a court or
governmental agency, (iii) becomes publicly available though no fault of Executive or (iv) has
been published in a form generally available to the public prior to the date upon which Executive
proposes to disclose such information. Information will not be deemed to have been published
merely because individual portions of the information have been separately published, but only if
all the material features comprising such information have been published in combination.




     10. Inventions and Patents. In the event that Executive, as a part of Executive’s
activities on behalf of the Company, generates, authors or contributes to any invention, new
development or method, whether or not patentable and whether or not reduced to practice, any
copyrightable work, any trade secret, any other Confidential Information, or any information that
gives any of the Company and its subsidiaries an advantage over any competitor, or similar or
related developments or information related to the present or future business of any of the
Company and its subsidiaries (collectively “Developments and Information”), Executive
acknowledges that all Developments and Information are the exclusive property of the Company.
Executive hereby assigns to the Company, its nominees, successors or assigns, all rights, title
and interest to Developments and Information. Executive will cooperate with the Board to protect
the interests of the Company and its subsidiaries in Developments and Information. Executive will
execute and file any document related to any Developments and Information requested by the Board
including applications, powers of attorney, assignments or other instruments which the Board deems
necessary to apply for any patent, copyright or other proprietary right in any and all countries
or to convey any right, title or interest therein to any of the Company’s nominees, successors or
assigns.



     11. No Conflicts.



14









 





          (a) Executive agrees that during the Employment Term, in his individual capacity he will not
enter into any agreement, arrangement or understanding, whether written or oral, with any supplier,
contractor, distributor, wholesaler, sales representative, representative group or customer,
relating to the business of the Company or any of its subsidiaries, without the express written
consent of the Board.




          (b) As long as Executive is employed by the Company or any of its subsidiaries, Executive
agrees that he will not, except as set forth in Section 1, or with the express written
consent of the Board, become engaged in, render services for, or permit his name to be used in
connection with, any for-profit business other than the business of the Company, any of its
subsidiaries or any corporation or partnership in which the Company or any of its subsidiaries
have an equity interest.




     12. Non-Competition Agreement.



          (a) Executive acknowledges that his services are of a special, unique and extraordinary value
to the Company and that he has access to the Company’s trade secrets, Confidential Information and
strategic plans of the most valuable nature. Accordingly, Executive agrees that for the period of
thirty-six (36) months following the Termination Date, Executive will not directly or indirectly
own, manage, control, participate in, consult with, render services for, or in any manner engage
in any business competing with the businesses of the Company or any of its subsidiaries as such
businesses exist or are in process of development on the Termination Date (as evidenced by written
proposals, market research or similar materials), including without limitation the publication of
periodic research and analysis of the information technology industries. Nothing herein will
prohibit Executive from being a passive owner of not more than 1% of the outstanding stock of any
class of a corporation that is publicly traded, so long as Executive has no active participation
in the business of such corporation.




          (b) In addition, for a period of thirty-six (36) months commencing on the Termination Date,
Executive will not (i) directly or indirectly induce or attempt to induce any employee of the
Company or any subsidiary (other than his own assistant) to leave the employ of the Company or
such subsidiary, or in any way interfere with the relationship between the Company or any
subsidiary and any employee thereof, (ii) hire directly or though another entity any person who
was an employee of the Company or any subsidiary at any time during the then preceding twelve (12)
months, provided that Executive may hire any such person who responds to a general advertisement
offering employment so long as such person did not have regular contact with Executive in the
course of his or her employment with the Company, (iii) directly or indirectly induce or attempt
to induce any customer, supplier, licensee or other business relation of the Company or any
subsidiary to cease doing business with the Company or such subsidiary, or in any way interfere
with the relationship between any such customer, supplier, licensee or business relation and the
Company or any subsidiary, or (iv) disparage the Company, its executive officers, or its
directors.




          (c) Executive agrees that these restrictions on competition and solicitation will be deemed
to be a series of separate covenants not-to-compete and a series of
separate non-solicitation
covenants for each month within the specified periods, separate covenants not-to-compete and
non-solicitation covenants for each state within the United States and each country




15









 







in the world, and separate covenants not-to-compete for each area of competition. If any court of
competent jurisdiction will determine any of the foregoing covenants to be unenforceable with
respect to the term thereof or the scope of the subject matter or geography covered thereby, such
remaining covenants will nonetheless be enforceable by such court against such other party or
parties or upon such shorter term or within such lesser scope as may be determined by the court to
be enforceable.




          (d) Because Executive’s services are unique and because Executive has access to Confidential
Information and strategic plans of the Company of the most valuable nature, the parties agree that
the covenants contained in this Section 12 are necessary to protect the value of the
business of the Company and that a breach of any such covenant would result in irreparable and
continuing damage for which there would be no adequate remedy at law. The parties agree therefore
that in the event of a breach or threatened breach of this Agreement, the Company or its
successors or assigns may, in addition to other rights and remedies existing in their favor, apply
to any court of competent jurisdiction for specific performance and/or injunctive or other relief
in order to enforce, or prevent any violations of, the provisions hereof.




     13. SEC Compliance. The Company covenants that:



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




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




     14. Miscellaneous Provisions.



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





16












 




In the case of the Company, notices will be addressed to its corporate headquarters, and all
notices will be directed to the attention of its Corporate Secretary.




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




          (c) Successors.




               (i) Company’s Successors. Any successor to the Company (whether direct or indirect
and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or
substantially all of the Company’s business and/or assets will be entitled to assume the rights
and will be obligated to assume the obligations of the Company under this Agreement and will agree
to perform, in good faith, the Company’s obligations under this Agreement in the same manner and
to the same extent as the Company would be required to perform such obligations in the absence of
a succession. For all purposes under this Agreement, the term “Company” will include any successor
to the Company’s business and/or assets which becomes bound by the terms of this Agreement by
operation of law or this Agreement.



               (ii) Executive’s Successors. The terms of this Agreement and all rights of Executive
hereunder will inure to the benefit of, and be enforceable by, Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees.



               (iii) No Other Assignment of Benefits. Except as provided in this Section
14(c), the rights of any person to payments or benefits under this Agreement will not be made
subject to option or assignment, either by voluntary or involuntary assignment or by operation of
law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s
process, and any action in violation of this subsection (iii) will be void.



          (d) Waiver; Amendment. No provision of this Agreement will be amended, modified,
waived or discharged unless the modification, waiver or discharge is agreed to in writing and
signed by Executive and by an authorized officer of the Company (other than Executive). No waiver
by either party of any breach of, or of compliance with, any condition or provision of this
Agreement by the other party will be considered a waiver of any other condition or provision or of
the same condition or provision at another time.




          (e) Entire Agreement. This Agreement will supersede any and all prior agreements,
representations or understandings (whether oral or written and whether express or implied) between
the parties with respect to the subject matter hereof.




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




          (g) Arbitration. Any dispute or controversy arising under or in connection with this
Agreement will be settled exclusively by arbitration in New York, New York, in




17









 







accordance with the Employment Arbitration Rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. No
party will be entitled to seek or be awarded punitive damages. All attorneys fees and costs will be
allocated or apportioned as agreed by the parties or, in the absence of an agreement, in such
manner as the arbitrator or court will determine to be appropriate to reflect the final decision of
the deciding body as compared to the initial positions in arbitration of each party. This Agreement
will be construed in accordance with and governed by the laws of the State of New York as they
apply to contracts entered into and wholly to be performed within such State by residents thereof.




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




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




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




          (k) Legal Fees. The Company will pay directly the reasonable fees and expenses of
counsel retained by Executive in connection with the preparation, negotiation and execution of
this amended Agreement, up to a maximum of $10,000.




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




18









 








     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer, as of the day and year first above written.



	 	 	 	 	 
	 	GARTNER, INC.

 	 
	 	By:  	
 	 
	 	 	Anne Sutherland Fuchs, Chairman,  	 
	 	 	Compensation Committee of the Board of

Directors 	 
	 
	 	EUGENE A. HALL

 	 
	 	

 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 




     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer, as of the day and year first above written.



	 	 	 	 	 
	 	GARTNER, INC.

 	 
	 	By:  	 	 
	 	 	Anne Sutherland Fuchs, Chairman,  	 
	 	 	Compensation Committee of the Board of

Directors 	 
	 
	 	Eugene A. Hall

 	 
	 	
 	 
	 	 	 
	 	 	 



19









 






	 	 	 	 	 



Exhibit A





 












 





RELEASE AGREEMENT




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



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



     1. Consideration. The Company agrees to provide Executive with the consideration set
forth in the Employment Agreement between Executive and the Company dated February 15, 2007, as
amended on December 31, 2008 (the “Employment Agreement”). No consideration shall be due or payable
to Executive by the Company until the Effective Date of this Agreement, as that term is defined
below.



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



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



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




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




          (c) any and all claims under the law of any jurisdiction, including, but not limited to,
wrongful discharge of employment; constructive discharge from employment; termination in violation
of public policy; discrimination; breach of contract, both express and implied; breach of a
covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent
or intentional infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic advantage; unfair
business practices; defamation; libel; slander; negligence; personal injury; assault; battery;
invasion of privacy; false imprisonment; and conversion;




 









 








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




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




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




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




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




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



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




	 	a.	 	he should consult with an attorney prior to executing this Agreement;
	 
	 	b.	 	he has twenty-one (21) calendar days within which to consider this Agreement;
	 
	 	c.	 	he has seven (7) calendar days following his execution of this Agreement
to revoke this Agreement;
	 
	 	d.	 	this ADEA waiver shall not be effective until the revocation period has expired; and,




-2-









 






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




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




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



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



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



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



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



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



     11. Severability. In the event that any provision in this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this
Agreement shall continue



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in full force and effect without said provision so long as the remaining provisions remain
intelligible and continue to reflect the original intent of the Parties.




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



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



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



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



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



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



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



          (a) They have read this Agreement;




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




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




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





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



	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 
	 	By:	 	 
	 

	 	 

	 	 	 	 	 	 

For Gartner, Inc.
	 
	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 
	 	By:	 	 
	 

	 	 

	 	 	 	 	 	 

Eugene A. Hall







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