EX-10.1



 






GARTNER, INC.




EXECUTIVE PERFORMANCE BONUS PLAN




(Effective January 1, 2008)




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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	SECTION 1 BACKGROUND, PURPOSE AND DURATION
	 	 	1	 
	 
	 	 	 	 
	1.1 Effective Date
	 	 	1	 
	1.2 Purpose of the Plan
	 	 	1	 
	 
	 	 	 	 
	SECTION 2 DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	2.1 “Actual Award”
	 	 	1	 
	2.2 “Affiliate”
	 	 	1	 
	2.3 “Base Salary”
	 	 	1	 
	2.4 “Board”
	 	 	1	 
	2.5 “Cash Flow”
	 	 	1	 
	2.6 “Code”
	 	 	1	 
	2.7 “Committee”
	 	 	2	 
	2.8 “Company”
	 	 	2	 
	2.9 “Contract Value”
	 	 	2	 
	2.10 “Customer Efficiency”
	 	 	2	 
	2.11 “Determination Date”
	 	 	2	 
	2.12 “Disability”
	 	 	2	 
	2.13 “Earnings Per Share”
	 	 	2	 
	2.14 “Employee”
	 	 	2	 
	2.15 “Financial Efficiency”
	 	 	2	 
	2.16 “Fiscal Year”
	 	 	2	 
	2.17 “Maximum Award”
	 	 	2	 
	2.18 “Participant”
	 	 	2	 
	2.19 “Payout Formula”
	 	 	3	 
	2.20 “Performance Period”
	 	 	3	 
	2.21 “Performance Goals”
	 	 	3	 
	2.22 “Plan”
	 	 	3	 
	2.23 “Profit”
	 	 	3	 
	2.24 “Retirement”
	 	 	3	 
	2.25 “Revenue”
	 	 	3	 
	2.26 “SG&A”
	 	 	3	 
	2.27 “Target Award”
	 	 	4	 
	2.28 “Termination of Employment”
	 	 	4	 
	2.29 “Total Stockholder Return”
	 	 	4	 
	 
	 	 	 	 
	SECTION 3 SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS
	 	 	4	 
	 
	 	 	 	 
	3.1 Selection of Participants
	 	 	4	 
	3.2 Determination of Performance Goals
	 	 	4	 






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page
	3.3 Determination of Target Awards
	 	 	4	 
	3.4 Determination of Payout Formula or Formulae
	 	 	4	 
	3.5 Date for Determinations
	 	 	5	 
	3.6 Determination of Actual Awards
	 	 	5	 
	 
	 	 	 	 
	SECTION 4 PAYMENT OF AWARDS
	 	 	5	 
	 
	 	 	 	 
	4.1 Right to Receive Payment
	 	 	5	 
	4.2 Timing of Payment
	 	 	5	 
	4.3 Form of Payment
	 	 	5	 
	4.4 Termination of Employment
	 	 	5	 
	 
	 	 	 	 
	SECTION 5 ADMINISTRATION
	 	 	5	 
	 
	 	 	 	 
	5.1 Committee is the Administrator
	 	 	5	 
	5.2 Committee Authority
	 	 	6	 
	5.3 Decisions Binding
	 	 	6	 
	5.4 Delegation by the Committee
	 	 	6	 
	 
	 	 	 	 
	SECTION 6 GENERAL PROVISIONS
	 	 	6	 
	 
	 	 	 	 
	6.1 Tax Withholding
	 	 	6	 
	6.2 No Effect on Employment
	 	 	6	 
	6.3 Participation
	 	 	6	 
	6.4 Indemnification
	 	 	7	 
	6.5 Successors
	 	 	7	 
	6.6 Beneficiary Designations
	 	 	7	 
	6.7 Nontransferability of Awards
	 	 	8	 
	6.8 Deferrals
	 	 	8	 
	 
	 	 	 	 
	SECTION 7 AMENDMENT, TERMINATION AND DURATION
	 	 	8	 
	 
	 	 	 	 
	7.1 Amendment, Suspension or Termination
	 	 	8	 
	7.2 Duration of the Plan
	 	 	8	 
	 
	 	 	 	 
	SECTION 8 LEGAL CONSTRUCTION
	 	 	8	 
	 
	 	 	 	 
	8.1 Gender and Number
	 	 	8	 
	8.2 Severability
	 	 	8	 
	8.3 Requirements of Law
	 	 	8	 
	8.4 Governing Law
	 	 	8	 
	8.5 Captions
	 	 	8	 






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GARTNER, INC.




EXECUTIVE PERFORMANCE BONUS PLAN




SECTION 1

BACKGROUND, PURPOSE AND DURATION




     1.1 Effective Date. The Plan is effective as of January 1, 2008, subject to
ratification by an affirmative vote of the holders of a majority of the Shares that are present in
person or by proxy and entitled to vote at the 2007 Annual Meeting of Stockholders of the Company.



     1.2 Purpose of the Plan. The Plan is intended to increase stockholder value and the
success of the Company by motivating Participants (1) to perform to the best of their abilities,
and (2) to achieve the Company’s objectives. The Plan’s goals are to be achieved by providing
Participants with the opportunity to earn incentive awards for the achievement of goals relating to
the performance of the Company. The Plan is intended to permit the payment of bonuses that qualify
as performance-based compensation under Section 162(m) of the Code.



SECTION 2

DEFINITIONS




     The following words and phrases shall have the following meanings unless a different meaning
is plainly required by the context:



     2.1 “Actual Award” means as to any Performance Period, the actual award (if any)
payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout
Formula for the Performance Period, subject to the Committee’s authority under Section 3.6 to
eliminate or reduce the award otherwise determined by the Payout Formula.



     2.2 “Affiliate” means any corporation or other entity (including, but not limited to,
partnerships and joint ventures) controlled by the Company.



     2.3 “Base Salary” means as to any Performance Period, the Participant’s earned salary
during the Performance Period. Such Base Salary shall be before both (a) deductions for taxes or
benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans and
Affiliate-sponsored plans.



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



     2.5 “Cash Flow” means as to any Performance Period, cash generated from operating
activities, free cash flow or total cash flow and includes cash flow return on investment
(calculated by dividing any of the foregoing measures of Cash Flow by total capital).



     2.6 “Code” means the Internal Revenue Code of 1986, as amended. Reference to a
specific section of the Code or regulation thereunder shall include such section or regulation, any



 









 







valid regulation promulgated thereunder, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or regulation.



     2.7 “Committee” means the committee appointed by the Board (pursuant to Section 5.1)
to administer the Plan.



     2.8 “Company” means Gartner, Inc., a Delaware corporation, or any successor thereto.



     2.9 “Contract Value” means as to any Performance Period, the value attributable to
all subscription-related research products that recognize revenue on a ratable basis. Contract
value is calculated as the annualized value of all subscription research contracts in effect at a
specific point in time, without regard to the duration of the contract.



     2.10 “Customer Efficiency” means as to any Performance Period, a performance
measurement related to interaction with customers and other third-party entities (for example, but
not by way of limitation, client retention, wallet retention, utilization rates, sales performance,
billable headcount and user retention, each as defined by the Committee).



     2.11 “Determination Date” means the latest possible date that will not jeopardize a
Target Award or Actual Award’s qualification as performance-based compensation under Section 162(m)
of the Code.



     2.12 “Disability”
means a permanent disability in accordance with a policy or policies established by the
Committee (in its discretion) from time to time.



     2.13 “Earnings Per Share” means as to any Performance Period, the Company’s after-tax
Profit, divided by a weighted average number of common shares outstanding and/or dilutive common
equivalent shares deemed outstanding.



     2.14 “Employee” means any employee of the Company or of an Affiliate, whether such
employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the
adoption of the Plan.



     2.15 “Financial Efficiency” means as to any Performance Period, the percentage equal
to Profit (or Revenue) for the Performance Period, divided by a financial metric determined by the
Committee (for example, but not by way of limitation, stockholders’ equity or Revenue). Financial
Efficiency shall include, but not be limited to, return on stockholders’ equity, return on capital,
return on assets, return on investment, economic value added and any measure of internal rate of
return, each as defined by the Committee.



     2.16 “Fiscal Year” means the fiscal year of the Company.



     2.17 “Maximum Award” means as to any Participant for any Performance Period, $5
million.



     2.18 “Participant” means as to any Performance Period, an Employee who has been
selected by the Committee for participation in the Plan for that Performance Period.



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     2.19 “Payout Formula” means as to any Performance Period, the formula or payout
matrix established by the Committee pursuant to Section 3.4 in order to determine the Actual Awards
(if any) to be paid to Participants. The formula or matrix may differ from Participant to
Participant.



     2.20 “Performance Period” means a Fiscal Year.



     2.21 “Performance Goals”
means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be
applicable to a Participant for a Target Award for a Performance Period. As determined by the
Committee, the Performance Goals for any Target Award applicable to a Participant may provide for a
targeted level or levels of achievement using one or more of the following measures: (a) Cash Flow,
(b) Contract Value, (c) Customer Efficiency, (d) Earnings Per Share, (e) Financial Efficiency, (f)
Profit, (g) Revenue, (h) SG&A and (i) Total Stockholder Return. Performance Goals may differ from
Participant to Participant, Performance Period to Performance Period and from award to award. Any
criteria used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms
(including, but not limited, any increase (or decrease with respect to SG&A) over the passage of
time and/or any measurement against other companies or financial or business or stock index metrics
particular to the Company), (iii) on a per share and/or share per capita basis, (iv) against the
performance of the Company as a whole or against any Affiliate(s), or a particular segment(s), a
business unit(s) or a product(s) of the Company, (v) on a pre-tax or after-tax basis and/or (vi)
using an actual foreign exchange rate or on a foreign exchange neutral basis. Prior to the
Determination Date, the Committee shall determine whether any element(s) (for example, but not by
way of limitation, the effect of mergers or acquisitions) shall be included in or excluded from the
calculation of any Performance Goal with respect to any Participants (whether or not such
determinations result in any Performance Goal being measured on a basis other than generally
accepted accounting principles).



     2.22 “Plan” means the Gartner, Inc. Executive Performance Bonus Plan, as set forth in
this instrument and as hereafter amended from time to time.



     2.23 “Profit” means as to any Performance Period, a measurement of net income as
determined by the Committee with respect to a Performance Goal. Profit may be determined in
accordance with United States Generally Accepted Accounting Principles (“GAAP”) or adjusted to
exclude any or all non-GAAP items.



     2.24 “Retirement” means with respect to any Participant, a Termination of Employment
occurring in accordance with a policy or policies established by the Committee (in its discretion)
from time to time.



     2.25 “Revenue” means as to any Performance Period, net revenues generated or to be
generated (backlog) from third parties.



     2.26 “SG&A” means as to any Performance Period, any and all selling, general and/or
administrative expenses of the Company or any Affiliate(s) as reported in a statement of income for
the period, or
any and all selling, general and/or administrative expenses of the Company or any Affiliate(s)
expressed as a percentage of Revenue or Profit.



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     2.27 “Target Award” means the target award payable under the Plan to a Participant
for the Performance Period, expressed as a percentage of his or her Base Salary or a specific
dollar amount, as determined by the Committee in accordance with Section 3.3.



     2.28 “Termination of Employment” means a cessation of the employee-employer
relationship between an 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.



     2.29 “Total Stockholder Return” means as to any Performance Period, the total return
(change in share price plus reinvestment of any dividends) of a share of the Company’s common
stock.



SECTION 3

SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS




     3.1 Selection of Participants. The Committee, in its sole discretion, shall select
the Employees who shall be Participants for any Performance Period. The Committee, in its sole
discretion, also may designate as Participants one or more individuals (by name or position) who
are expected to become Employees during a Performance Period. Participation in the Plan is in the
sole discretion of the Committee, and shall be determined on a Performance Period by Performance
Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no
way is guaranteed or assured of being selected for participation in any subsequent Performance
Period.



     3.2 Determination of Performance Goals. The Committee, in its sole discretion, shall
establish the Performance Goals for each Participant for the Performance Period. Such Performance
Goals shall be set forth in writing.



     3.3 Determination of Target Awards. The Committee, in its sole discretion, shall
establish a Target Award for each Participant. Each Participant’s Target Award shall be determined
by the Committee in its sole discretion, and each Target Award shall be set forth in writing.



     3.4 Determination of Payout Formula or Formulae. On or prior to the Determination Date for a Performance Period, the Committee, in its sole
discretion, shall establish a Payout Formula or Formulae for purposes of determining the Actual
Award (if any) payable to each Participant. Each Payout Formula shall (a) be in writing, (b) be
based on a comparison of actual performance to the Performance Goals, (c) provide for the payment
of a Participant’s Target Award if the Performance Goals for the Performance Period are achieved at
the predetermined level, and (d) provide for the payment of an Actual Award greater than or less
than the Participant’s Target Award, depending upon the extent to which actual performance exceeds
or falls below the Performance Goals. Notwithstanding the preceding, in no event shall a
Participant’s Actual Award for any Performance Period exceed the Maximum Award.



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     3.5 Date for Determinations. The Committee shall make all determinations under
Sections 3.1 through 3.4 on or before the Determination Date.



     3.6 Determination of Actual Awards. After the end of each Performance Period, the
Committee shall certify in writing (for example, in its meeting minutes) the extent to which the
Performance Goals applicable to each Participant for the Performance Period were achieved or
exceeded, as determined by the Committee. The Actual Award for each Participant shall be
determined by applying the Payout Formula to the level of actual performance that has been
certified in writing by the Committee. Notwithstanding any contrary provision of the Plan, the
Committee, in its sole discretion, may (a) eliminate or reduce the Actual Award payable to any
Participant below that which otherwise would be payable under the Payout Formula, and (b) determine
whether or not any Participant will receive an Actual Award in the event the Participant incurs a
Termination of Employment prior to the date the Actual Award is to be paid pursuant Section 4.2
below.



SECTION 4

PAYMENT OF AWARDS




     4.1 Right to Receive Payment. Each Actual Award that may become payable under the
Plan shall be paid solely from the general assets of the Company or the Affiliate that employs the
Participant (as the case may be), as determined by the Committee. Nothing in this Plan shall be
construed to create a trust or to establish or evidence any Participant’s claim of any right to
payment of an Actual Award other than as an unsecured general creditor with respect to any payment
to which he or she may be entitled.



     4.2 Timing of Payment. Subject to Section 3.6, payment of each Actual Award shall be
made as soon as administratively practicable, but in no event later than two and one-half months
after the end of the applicable Performance Period.



     4.3 Form of Payment. Each Actual Award shall be paid in cash (or its equivalent) in a single lump sum.



     4.4 Termination of Employment. If a Participant incurs a Termination or Employment
for any reason prior to the end of the Performance Period, such Participant shall not be entitled
to an Award. If a Participant incurs a Termination of Employment due to death, disability or an
involuntary termination prior to the payment of an Actual Award (determined under Section 3.6) that
was scheduled to be paid to him or her prior to such Termination of Employment for a prior
Performance Period, the Award shall be paid to the Participant or, if applicable, to his or her
designated beneficiary or, if no beneficiary has been designated, to his or her estate.



SECTION 5

ADMINISTRATION




     5.1 Committee is the Administrator. The Plan shall be administered by the Committee.
The Committee shall consist of not less than two (2) members of the Board. The members of the
Committee shall be appointed from time to time by, and serve at the pleasure of, the Board. Each
member of the Committee shall qualify as an “outside director” under Section 162(m) of the Code.



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If it is later determined that one or more members of the Committee do not so qualify, actions
taken by the Committee prior to such determination shall be valid despite such failure to qualify.
Any member of the Committee may resign at any time by notice in writing mailed or delivered to the
Secretary of the Company. As of the Effective Date of the Plan, the Plan shall be administered by
the Compensation Committee of the Board.



     5.2 Committee Authority. It shall be the duty of the Committee to administer the Plan
in accordance with the Plan’s provisions. The Committee shall have all powers and discretion
necessary or appropriate to administer the Plan and to control its operation, including, but not
limited to, the power to (a) determine which Employees shall be granted awards, (b) prescribe the
terms and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures
and subplans as are necessary or appropriate to permit participation in the Plan by Employees who
are foreign nationals or employed outside of the United States, (e) adopt rules for the
administration, interpretation and application of the Plan as are consistent therewith, and (f)
interpret, amend or revoke any such rules.



     5.3 Decisions Binding. All determinations and decisions made by the Committee, the
Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final,
conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.



     5.4 Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide,
may delegate all or part of its authority and powers under the Plan to one or more directors and/or
officers of the Company; provided, however, that the Committee may not delegate its authority
and/or powers with respect to awards that are intended to qualify as performance-based compensation
under Section 162(m) of the Code.



SECTION 6

GENERAL PROVISIONS




     6.1 Tax Withholding. The Company or an Affiliate, as determined by the Committee,
shall withhold all applicable taxes from any Actual Award, including any federal, state, local and
other taxes.



     6.2 No Effect on Employment. Nothing in the Plan shall interfere with or limit in any
way the right of the Company or an Affiliate, as applicable, to terminate any Participant’s
employment or service at any time, with or without cause. For purposes of the Plan, transfer of
employment of a Participant between the Company and any one of its Affiliates (or between
Affiliates) shall not be deemed a Termination of Employment. Employment with the Company and its
Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be
exercised at any time and without regard to when during or after a Performance Period such exercise
occurs, to terminate any individual’s employment with or without cause, and to treat him or her
without regard to the effect which such treatment might have upon him or her as a Participant.



     6.3 Participation. No Employee shall have the right to be selected to receive an
award under this Plan, or, having been so selected, to be selected to receive a future award.



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     6.4 Indemnification. Each person who is or shall have been a member of the Committee,
or of the Board, shall be indemnified and held harmless by the Company against and from (a) any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or failure to act under
the Plan or any award, and (b) from any and all amounts paid by him or her in settlement thereof,
with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such
claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled under the
Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or
under any power that the Company may have to indemnify them or hold them harmless.



     6.5 Successors. All obligations of the Company and any Affiliate under the Plan, with
respect to awards granted hereunder, shall be binding on any successor to the Company and/or such
Affiliate, whether the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business or assets of the
Company or such Affiliate.



     6.6 Beneficiary Designations.




     a. Designation. Each Participant may, pursuant to such uniform and
nondiscriminatory procedures as the Committee may specify from time to time, designate one
or more Beneficiaries to receive any Actual Award payable to the Participant at the time of
his or her death. Notwithstanding any contrary provision of this Section 6.6 shall be
operative only after (and for so long as) the Committee determines (on a uniform and
nondiscriminatory basis) to permit the designation of Beneficiaries.




     b. Changes. A Participant may designate different Beneficiaries (or may revoke
a prior Beneficiary designation) at any time by delivering a new designation (or revocation
of a prior designation) in like manner. Any designation or revocation shall be effective
only if it is received by the Committee. However, when so received, the designation or
revocation shall be effective as of the date the designation or revocation is executed
(whether or not the Participant still is living), but without prejudice to the Committee on
account of any payment made before the change is recorded. The last effective designation
received by the Committee shall supersede all prior designations.




     c. Failed Designation. If the Committee does not make this Section 6.6
operative or if Participant dies without having effectively designated a Beneficiary, the
Participant’s Account shall be payable to the general beneficiary shown on the records of
the Employer. If no Beneficiary survives the Participant, the Participant‘s Account shall
be payable to his or her estate.



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     6.7 Nontransferability of Awards. No award granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the
laws of descent and distribution, or to the limited extent provided in Section 6.6. All rights
with respect to an award granted to a Participant shall be available during his or her lifetime
only to the Participant.



     6.8 Deferrals. The Committee, in its sole discretion, may permit a Participant to
defer receipt of the payment of cash that would otherwise be delivered to a Participant under the
Plan. Any such deferral elections shall be made into the Gartner, Inc. Deferred Compensation Plan
(or such other
similar nonqualified deferred compensation plan in effect at the time) and subject to such
rules and procedures as shall be determined by the Committee in its sole discretion.



SECTION 7

AMENDMENT, TERMINATION AND DURATION




     7.1 Amendment, Suspension or Termination. The Board or the Committee, each in its
sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any
reason. The amendment, suspension or termination of the Plan shall not, without the consent of the
Participant, alter or impair any rights or obligations under any Target Award theretofore granted
to such Participant. No award may be granted during any period of suspension or after termination
of the Plan.



     7.2 Duration of the Plan. The Plan shall commence on the date specified herein, and
subject to Section 7.1 (regarding the Board or the Committee’s right to amend or terminate the
Plan), shall remain in effect thereafter.



SECTION 8

LEGAL CONSTRUCTION




     8.1 Gender and Number. Except where otherwise indicated by the context, any masculine
term used herein also shall include the feminine; the plural shall include the singular and the
singular shall include the plural.



     8.2 Severability. In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not
been included.



     8.3 Requirements of Law. The granting of awards under the Plan shall be subject to
all applicable laws, rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.



     8.4 Governing Law. The Plan and all awards shall be construed in accordance with and
governed by the laws of the State of Connecticut, but without regard to its conflict of law
provisions.



     8.5 Captions. Captions are provided herein for convenience only, and shall not serve as a basis for
interpretation or construction of the Plan.



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EXECUTION




     IN WITNESS WHEREOF, Gartner, Inc., by its duly authorized officer, has executed the Plan on
the date indicated below.



	 	 	 	 	 
	 	GARTNER, INC.

 	 
	Dated: June 5, 2007 	By:  	/s/ Christopher J. Lafond
 	 
	 	 	Name:  	Christopher J. Lafond 	 
	 	 	Title:  	EVP and Chief Financial Officer 	 
	 




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