EXHIBIT 10.2



 






Exhibit 10.2




GARTNER, INC.

RESTRICTED STOCK AGREEMENT FOR EUGENE A. HALL




     Gartner, Inc. (the “Company”) hereby awards to you, Eugene A. Hall (the “Employee”), an award
of restricted Common Stock of the Company (the “Restricted Stock”) under the Company’s 2003
Long-Term Incentive Plan (the “Plan”). The date of this Restricted Stock Agreement (the
“Agreement”) is November 9, 2005 (the “Award Date”). Subject to the provisions of Appendix A
(attached hereto) and of the Plan, the principal features of this award are as follows:



Total Number of Shares of Restricted Stock: 500,000




	 	 	 	 	 
	Scheduled Vesting Dates:	 	Number of Shares:
	 
	 	 	 	 
	The first date after October 15, 2004 on which the
Company’s Common Stock trades at an average price of
$20 per Share (the average price shall equal the
average of the high and low sales price for the
Company’s Common Stock for the trading day in
question) or more on any established stock exchange
or a national market system for sixty (60)
consecutive trading days*

	 	 	300,000	 
	 
	 	 	 	 
	The first date after
October 15, 2004 on
which the Company’s
Common Stock trades at
an average price of $25
per Share (the average
price shall equal the
average of the high and
low sales price for the
Company’s Common Stock
for the trading day in
question) or more on any
established stock
exchange or a national
market system for sixty
(60) consecutive trading
days*

	 	 	100,000	 
	 
	 	 	 	 
	The first date after
October 15, 2004 on
which the Company’s
Common Stock trades at
an average price of $30
per Share (the average
price shall equal the
average of the high and
low sales price for the
Company’s Common Stock
for the trading day in
question) or more on any
established stock
exchange or a national
market system for sixty
(60) consecutive trading
days*

	 	 	100,000	 





*Except as otherwise provided in Appendix A, Employee will not vest in the Restricted Stock unless
he is employed by the Company or one of its Affiliates through the applicable vesting date.




     Your signature below indicates your agreement and understanding that this award is subject to
all of the terms and conditions contained in Appendix A and the Plan. For example, important
additional information on vesting and forfeiture of the Shares covered by this award is contained
in Paragraphs 3, 4 and 6 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS
THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.



	 	 	 
	GARTNER, INC.

	 	EMPLOYEE
	 
	 	 
	By:      /s/ Maynard G. Webb, Jr.

	 	/s/ Eugene A. Hall
	 

	 	EUGENE A. HALL
	Title: Chairman of the Compensation Committee
	 	 






 









 





APPENDIX A




TERMS AND CONDITIONS OF RESTRICTED STOCK




     1. Award. The Company hereby awards to the Employee under the Plan an award of
500,000 Shares of Restricted Stock at a purchase price $0.0005 (par value) per Share, commencing
on the date hereof, subject to all of the terms and conditions in this Agreement and of the Plan.
By accepting this award of Restricted Stock, the par value purchase price for each Share of
Restricted Stock will be deemed paid by the Employee by past services rendered by the Employee.



     2. Transfer of Shares. As soon as practicable after the Award Date, the Company will
record the Restricted Stock in book form with stock transfer agent subject to the terms and
conditions set forth in the Plan. As soon as practicable after the Shares of Restricted Stock
shall have vested in the manner set forth in Paragraphs 3 or 6, the Company will have the Shares
listed in street name with a brokerage company of the Company’s choice, free of any restrictions
imposed pursuant to this Agreement. In no event shall the Shares be so listed unless and until the
Shares have vested and all other terms and conditions in this Agreement have been satisfied. By
accepting the Restricted Stock, the Employee irrevocably nominates and appoints the Secretary of
the Company as agent (the “Agent”) for purposes of surrendering or transferring the Restricted
Stock to the Company upon any forfeiture or transfer required or authorized by this Agreement.
This power is intended as a power coupled with an interest and will survive the Employee’s death.
In addition, it is intended as a durable power and will survive the Employee’s disability.



     3. Vesting Schedule. Subject to Paragraphs 4 and 6, the Shares of Restricted Stock
awarded by this Agreement shall vest in accordance with the vesting provisions set forth on the
first page of this Agreement. Shares of Restricted Stock shall not vest in the Employee in
accordance with any of the provisions of this Agreement unless the Employee shall have been
continuously employed by the Company or by one of its Affiliates from the Award Date until the date
such vesting is deemed to have occurred. For purposes of this Agreement, “trading day” means any
day on which the New York Stock Exchange is open for trade. For purposes of this Agreement,
“Affiliate” means any corporation or any other entity (including, but not limited to, partnerships
and joint ventures) controlling, controlled by, or under common control with the Company.



     4. Forfeiture. Notwithstanding any contrary provision of this Agreement, the balance
of the Shares of Restricted Stock that have not vested at the time of the Employee’s Termination of
Service shall thereupon be forfeited and automatically transferred to and reacquired by the Company
at no cost to the Company. The Employee hereby appoints the Agent with full power of substitution,
as the Employee’s true and lawful attorney-in-fact with irrevocable power and authority in the name
and on behalf of the Employee to take any action and execute all documents and instruments,
including, without limitation, stock powers which may be necessary to transfer the certificate or
certificates (whether in book form or otherwise) evidencing such unvested Shares to the Company
upon such Termination of Service. For purposes of this Agreement, “Termination of Service” means a
cessation of the employee-employer relationship between the Employee and the Company or an
Affiliate for any reason, including, but not by way of limitation, a termination by resignation,
discharge, death, disability, retirement, or the disaffiliation of an Affiliate, but excluding any
such termination where there is a simultaneous reemployment by the Company or an Affiliate.



     5. Death of Employee. Any distribution or delivery to be made to the Employee under
this Agreement shall, if the Employee is then deceased, be made to the Employee’s designated
beneficiary, or if no beneficiary survives the Employee, to the administrator or executor of the
Employee’s estate. Any designation of a beneficiary by the Employee shall be effective only if
such designation is made in a form and manner acceptable to the Committee. Any transferee must
furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence
satisfactory to the Company to establish the validity of the transfer and compliance with any laws
or regulations pertaining to said transfer.



     6. Change in Control and other Acceleration. In the event of a Change in Control, the
Shares of Restricted Stock awarded pursuant to this Agreement shall vest as to 100% of the Shares.
Further, the Committee in its absolute discretion at any time may accelerate the vesting of all or
any portion of the Shares of Restricted Stock awarded pursuant to this Agreement. If so
accelerated, such Shares will be considered as having vested as of the date specified by the
Committee.



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     7. Withholding of Taxes. Notwithstanding any contrary provision of this Agreement,
the Company may delay delivery of any stock unless and until the Employee shall have delivered to
the Company or its designated Affiliate the full amount of any federal, state or local income or
other taxes which the Company or such Affiliate may be required by law to withhold with respect to
such Shares. The Employee may elect to satisfy any such income tax withholding requirement by
having the Company withhold Shares of Common Stock otherwise deliverable to the Employee or by
delivering to the Company already-owned Shares of Common Stock, subject to the absolute discretion
of the Committee to disallow satisfaction of such withholding by the delivery or withholding of
stock. The number of Shares withheld pursuant to the prior sentence will be rounded up to the
nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax
obligation as a result of such rounding.



     8. Rights as Stockholder. Effective as of the Award Date, the Employee shall
have all of the rights or privileges of a stockholder of the Company in respect of the Restricted
Stock, including with respect to voting such Shares and receipt of dividends and distributions on
such Shares. If any such dividends or distributions are paid in Shares of Company Common Stock,
the Shares shall be subject to the same restrictions on transferability and forfeitability as the
Shares of Restricted Stock with respect to which they were paid.



     9. No Effect on Employment. Subject to any employment contract with the Employee, the
terms of such employment shall be determined from time to time by the Company, or the Affiliate
employing the Employee, as the case may be, and the Company, or the Affiliate employing the
Employee, as the case may be, shall have the right, which is hereby expressly reserved, to
terminate or change the terms of the employment of the Employee at any time for any reason
whatsoever, with or without good cause. The transactions contemplated hereunder and the vesting
schedule set forth herein do not constitute an express or implied promise of continued employment
for any period of time. A leave of absence or an interruption in service (including an
interruption during military service) authorized or acknowledged by the Company, or the Affiliate
employing the Employee, as the case may be, shall not be deemed a Termination of Service for the
purposes of this Agreement.



     10. Tax Consequences. Set forth below is a brief summary, as of the Award Date, of
some of the federal tax consequences arising from the award of Shares of Restricted Stock and
disposition of such Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE.



     (a) Award of Shares of Restricted Stock. Generally, no income will be recognized by
the Employee in connection with the award of unvested Shares of Restricted Stock. Generally, as
the Shares vest, the Employee will recognize compensation income in an amount equal to the
difference between the fair market value of the Shares of Restricted Stock at the time the Shares
vest and the amount paid for the stock, if any (the “Spread”). Generally, the Spread will be
subject to tax withholding by the Company, and the Company will be entitled to a tax deduction in
the amount at the time the Employee recognizes compensation income with respect to Shares of
Restricted Stock.



     (b) Disposition of Shares. Upon disposition of the Shares of Restricted Stock, any
gain or loss is treated as capital gain or loss. If the Shares are held for at least one year, any
gain realized on disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes. Long-term capital gains are grouped and netted by holding periods. Net
capital gains on assets held for more than 12 months is currently capped at 15%. As of the date of
this Agreement, capital losses are allowed in full against capital gains, and up to $3,000 against
other income.



     11. Address for Notices. Any notice to be given to the Company under the terms of
this Agreement shall be addressed to the Company, in care of its Secretary, at 56 Top Gallant Road,
Stamford, CT 06904 or at such other address as the Company may hereafter designate in
writing.



     12. Award is Not Transferable. Except as provided in Paragraph 5 above, until the
applicable Shares of Restricted Stock vest this award and the rights and privileges conferred
hereby shall not be sold, transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to sale under execution, attachment or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
this award, or of any right or privilege conferred hereby, or upon any attempted sale under any
execution, attachment or similar process, this award and the rights and privileges conferred hereby
immediately shall become null and void. If



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the Employee effects any action in contravention of this Paragraph 13, any provision of this
Agreement to the contrary notwithstanding, the Restricted Stock at issue shall immediately be
forfeited to the Company.




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



     14. Binding Agreement. Subject to the limitation on the transferability of this award
contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



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



     16. Plan Governs/Defined Terms. This Agreement is subject to all the terms and
provisions of the Plan. In the event of a conflict between one or more provisions of this
Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.
Capitalized terms used and not defined in this Agreement will have the meaning set forth in the
Plan.



     17. Committee Authority. The Committee shall have the power to interpret this
Agreement and to adopt such rules for the administration, interpretation and application of this
Agreement as are consistent therewith and to interpret or revoke any such rules. All actions taken
and all interpretations and determinations made by the Committee in good faith shall be final and
binding upon the Employee, the Company and all other interested persons. No member of the
Committee shall be personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or this Agreement. In its absolute discretion, the Board may at any
time and from time to time exercise any and all rights and duties of the Committee under the Plan
and this Agreement.



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



     19. Agreement Severable. In the event that any provision in this Agreement shall be
held invalid or unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining provisions of this
Agreement.



     20. Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of Connecticut, other than its conflicts of laws provisions.



     21. Modifications to the Agreement. This Agreement constitutes the entire
understanding of the parties on the subjects covered. The Employee expressly warrants that he or
she is not executing this Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Modifications to this Agreement can be made only in an express
written contract executed by a duly authorized officer of the Company.



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     22. Amendment, Suspension or Termination of the Plan. By accepting this Restricted
Stock award, the Employee expressly warrants that he or she has received a Restricted Stock award
under the Plan, and has received, read and understood a description of the Plan. The Employee
understands that the Plan is discretionary in nature and may be amended, suspended or terminated by
the Company at any time.



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