EX-10.16






Exhibit 10.16




Gartner, Inc.

Enhanced Benefits Program — Operating Committee




Effective December 19, 2008




Gartner Operating Committee Members (U.S. Associates),



As a member of Gartner’s Operating Committee employed in the United States, you play a
vital role in the overall success of our corporate performance. To that end, you have
been asked to collaborate across organizational lines and make or support those
decisions that build the total organization’s value. In recognition of this
responsibility, you have the opportunity to participate in an enhanced executive
benefits package.



These enhanced benefits include:




	•	 	Enhanced severance policy
	 
	•	 	35 Paid Time Off days
	 
	•	 	$15,000 annual payment to purchase the perquisites of your choice (grossed up for
tax purposes)
	 
	•	 	discretionary matching contribution under the Deferred Compensation Plan
	 
	•	 	Annual executive medical exam





Enhanced Severance Policy




The role you play as a senior leader has a higher risk/reward than other roles. In
order to ensure that you are focused on your responsibilities, we have included an
enhanced severance policy as part of this package.



If you are terminated without Cause (including as a result of the elimination of
your position) then you will be entitled to receive the following:




	•	 	your current annual base salary through your termination date (and a lump sum
payment equal to any accrued, unused PTO, up to a maximum of 25 days) plus
continued base salary for a period of twelve months following the termination date,
payable in accordance with Gartner’s regular payroll schedule as in effect from
time to time;
	 
	•	 	the right to exercise all options and other exercisable rights held by you that
are vested as of the termination date for a period of 90 days following the
termination date;
	 
	•	 	reimbursement for COBRA premiums incurred, minus the contribution paid by active
associates, to continue group health benefits under Gartner’s plan (or, at
Gartner’s election, to obtain substantially similar health benefits through a third
party carrier) for twelve months for you and any other family members (i.e., your
spouse and any eligible children) for whom you have made the appropriate election.





Except as provided above, you shall not be entitled to any other compensation, severance
or other benefits, other than any benefits otherwise available to you under this Policy
in the case of a Change in Control.



If you are terminated without Cause (including as a result of the elimination of your
position) during the 12 month period following a Change of Control, then, in addition to
the payments and benefits describe above, all outstanding equity awards shall vest in
full and all outstanding equity awards with an exercise feature shall be immediately
exercisable, and shall remain exercisable for 12 months following the termination date.



 









 





Gartner, Inc.

Enhanced Benefits Program




For purposes of this policy in connection with a Change in Control only, “outstanding equity
awards shall include all outstanding performance-based equity awards as to which the performance
criteria have not been certified, as of the termination date, by the Compensation Committee at
target, as well as all other outstanding equity awards.



“Cause” means (i) your failure to perform your assigned duties or responsibilities (other
than a failure resulting from disability) in such a manner as to cause material loss, damage or
injury to Gartner; (ii) gross negligence or serious misconduct by you in connection with the
discharge of the duties of your position in such a manner as to cause material loss, damage or
injury to Gartner; (iii) your use of drugs or alcohol in such a manner as to materially interfere
with the performance of your assigned duties; or (iv) your being convicted of, or entering a plea
of nolo contendere to, a felony. In each instance, the foregoing acts and omissions shall not
constitute Cause unless and until you have been provided with written notice from Gartner
describing your act or omission that otherwise would constitute Cause and your failure to remedy
such act or omission within 30 days of receiving written notice.



“Change in Control” shall have the same meaning as in Gartner’s 2003 Long Term Incentive
Plan.



In order to receive any benefits under the Enhanced Severance Policy, you must execute and deliver
a release of claims acceptable to Gartner within 60 days following termination. Payment of amounts
that are exempt from Section 409A (see Appendix A) will begin upon the expiration of the release’s
revocation period, but payment of any Section 409A “deferred compensation” will begin only upon the
expiration of the 60-day period (subject to any further delay required under Appendix A).



Paid-Time-Off (PTO) Program




Gartner understands the importance of time away from work and how it results in a better frame of
mind to provide outstanding results. As a senior leader of Gartner, you will be eligible for the
highest level of PTO days, 35 days per year.



If your employment should terminate, you will be paid for any unused PTO up to a maximum of
25 days. The rate is based on your base salary only.



Annual Lump-Sum Payment




Under the executive benefit program, Gartner will pay you an annual lump sum payment of $15,000
from which you can choose to purchase the perquisites of your choice. For US taxpayers, this amount
shall be grossed-up. In other words, you will be entitled to receive an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by you of all income and payroll taxes
imposed on the benefit payment and the Gross-Up Payment, you will retain the same amount on an
after tax basis with respect to the benefit payment due that you would have retained had no such
tax been imposed. In all cases, you are responsible for paying your own taxes.



Deferred Compensation Plan- Discretionary Match




OC Members who defer salary or bonus under the Gartner, Inc. Deferred Compensation Plan may be
eligible for an additional Company match in accordance with the terms of



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Gartner, Inc.

Enhanced Benefits Program




that plan. The match is discretionary and determined by the Company each year prior to the
enrollment period; refer to the Deferred Compensation Plan enrollment materials for current
details.



Executive Health Exam




You are eligible for an annual preventive physical examination by Executive Health Exams
International (EHE). There are EHE facilities located in New York and in Stamford. Appointments can
be scheduled on line by registering as a private patient at
https://manaqe.eheintl.com/emr/psched/loqin.isp. Please pay for services in full and submit
the detailed invoice to the Senior Director of Benefits & HRIS, for reimbursement through payroll.
For US taxpayers, the fees or premiums paid on your behalf in regard to this benefit shall be
grossed-up. In other words, you will be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by you of all income and payroll taxes imposed on
the benefit payment and the Gross-Up Payment, you will retain the same amount on an after tax basis
with respect to the benefit payment due that you would have retained had no such tax been imposed.
In all cases, you are responsible for paying your own taxes.



In Conclusion




These benefits are being offered to you to supplement the current benefits package offered to all
associates. You are not required to utilize these additional benefits, but may choose the ones that
best meet your individual requirements.



The receipt of these benefits is contingent upon your signature below. By signing below, you
acknowledge and agree that this enhanced executive benefits package, together with those
non-severance benefits offered generally to all Gartner associates, shall be the only benefits to
which you are entitled, and that any and all other benefits or arrangements, whether oral or in
writing, previously existing between you and Gartner have been superseded and extinguished by this
Program.



Benefits provided under this Program are subject to Appendix A, Compliance with Code Section 409A.



Approved by the Compensation Committee of the Board of Directors of Gartner, Inc. December
19, 2008



	 	 	 	 	 
	 	 	 
	By:  	                       
 	 	 
	 	Title: Lewis G. Schwartz,       	 	 
	 	SVP, General Counsel and Corporate Secretary 	 	 
	 



	 	 	 	 	 
	Acknowledged

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



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Gartner, Inc.

Enhanced Benefits Program




APPENDIX A

Compliance with Code Section 409A





Section 409A of the Internal Revenue Code and the accompanying regulations (“Section 409A”) govern
the payment of nonqualified deferred compensation. Payments and benefits under this Program are
intended to be exempt from Section 409A to the maximum possible extent and, if not exempt, are
intended to comply with the requirements of Section 409A.



The payments and benefits provided under the Enhanced Severance Policy described are intended to be
exempt from Section 409A under the short-term deferral and separation pay exceptions to the maximum
permissible extent; accordingly, each installment payment (i.e., the amount due on each payroll
date) will be treated as a separate payment.



For any amounts provided under this Program that are “deferred compensation” within the meaning of
Section 409A (i.e., not exempt from Section 409A):




	 	(a)	 	if payable as a result of termination of employment and you are a “Specified
Employee” (as determined by Gartner under Section 409A, which generally will includes all
U.S. OC Members) at that time, amounts that otherwise would be paid during the first six
months following termination will be delayed and accumulated for a period of six months
and paid in a lump sum on the first day of the seventh month;
	 
	 	(b)	 	“termination of employment” means the date you experience a “separation from service”
within the meaning of Section 409A; and
	 
	 	(c)	 	Gartner will not accelerate any such payment except to the extent permitted
under Section 409A.





Any reimbursements or in-kind benefits provided under this Program will be administered in
accordance with Section 409A, such that: (a) the amount of expenses eligible for reimbursement or
in-kind benefits provided during one year will not affect the expenses eligible for reimbursement
or the in-kind benefits provided in any other year; (b) reimbursement of eligible expenses will be
made on or before December 31 of the year following the year in which the expense was incurred; and
(c) the right to reimbursement or in-kind benefits is not subject to liquidation or to exchange for
another benefit. Any “gross-up” payment under this Program will be made no later than December 31
of the year following the year in which the you pay the related taxes.



Nothing in the Program or this Appendix A should be interpreted as an entitlement to or guarantee
of any particular tax treatment.





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