Exhibit 10.1


STOCK PURCHASE AGREEMENT


          This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of December 12, 2011
by and between Gartner, Inc., a corporation organized and existing under the
laws of the State of Delaware (the “Company”),
and ValueAct Capital Master Fund, L.P., a British Virgin Islands limited
partnership (“VAC”). 


RECITALS


          A. WHEREAS,
as of the date hereof, VAC beneficially owns 1,648,434 shares of common stock,
par value $0.0005 per share, of the Company (the “Common Stock”), which
constitutes approximately 1.74% of the issued and outstanding shares of Common
Stock of the Company;


          B. WHEREAS,
VAC desires and voluntarily agrees to sell all shares of Common Stock held by
VAC to the Company, and the Company desires to purchase such shares from VAC;
and


          C. WHEREAS,
the Company and VAC desire to make certain covenants and agreements with one
another pursuant to this Agreement.


          NOW
THEREFORE, in consideration of the covenants and promises set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:


          1. Purchase
and Sale of the Shares; the Closing.


                    1.1
Purchase and Sale of Common Stock. On the basis of the representations,
warranties and covenants set forth herein, VAC agrees to sell to the Company,
and the Company agrees to purchase from VAC, 1,648,434 shares of Common Stock
(the “Shares”).



                    1.2
Purchase Price. The “Per Share
Purchase Price” for the Shares shall be $35.20. The “Purchase Price” shall equal $58,024,876.80.


                    1.3
The Closing. Subject to the terms and conditions hereof, the purchase
and sale of the Shares contemplated by this Agreement (the “Closing”) will take place at the offices of
Wilson Sonsini Goodrich & Rosati, Professional Corporation, 1700 K Street
NW, Fifth Floor, Washington, D.C. 20006 at 10:00 a.m. New York City time, on
the third business day following the satisfaction or waiver of the conditions
set forth in Article 3 and Article 4, or at such other day or location as the
parties may mutually agree. At the Closing, (i) VAC will deliver, or cause to
be delivered, to the Company, through the facilities of DTC, the Shares to be
purchased by the Company (or shall deliver the Shares in such other manner as
is reasonably agreed by VAC and the Company), and (ii) the Company shall
deliver the Purchase Price to VAC by wire transfer of immediately available
funds to one or more accounts specified by VAC at least one business day prior
to the Closing.


          2. Representations
and Warranties of VAC. In order to induce the Company to enter into this
Agreement, VAC hereby represents and warrants to the Company as follows:


                    2.1
Ownership of Shares. VAC owns the number of issued and outstanding
shares of Common Stock set forth in the recitals to this Agreement. The Shares
to be sold to the Company by VAC when delivered to the Company shall be free
and clear of any liens, claims or encumbrances, including rights of first
refusal and similar claims except for restrictions of applicable state and
federal securities laws. There 





are no restrictions on the transfer of such Shares imposed by any
shareholder or similar agreement or any law, regulation or order, other than
applicable state and federal securities laws.


                    2.2
Authorization. VAC has full right, power and authority to execute,
deliver and perform this Agreement and to sell, assign and deliver the Shares
to be sold by it to the Company. This Agreement is the legal, valid and,
assuming due execution and delivery by the other parties hereto, binding
obligation of VAC, enforceable in accordance with its terms, except to the
extent that the enforceability thereof may be limited by (i) principles of
public policy, (ii) applicable bankruptcy, insolvency, reorganization or other
laws of general application relating to or affecting the enforcement of
creditors’ rights generally, and (iii) rules of law governing the availability
of equitable remedies.


                    2.3
No Violation; No Consent. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby by
VAC (i) will not constitute a breach or violation of or default under any
judgment, decree or order or any agreement or instrument of VAC or to which VAC
is subject, (ii) will not result in the creation or imposition of any lien upon
the Shares to be sold by VAC, and (iii) will not require the consent of or
notice to any governmental entity or any party to any contract, agreement or
arrangement with VAC.


                    2.4
Brokerage. There are no claims for brokerage commissions or finder’s
fees or similar compensation in connection with the transactions contemplated
by this Agreement based on any arrangement or agreement made by or on behalf of
VAC.


          3. Representations
and Warranties of the Company. In order to induce VAC to enter into this
Agreement, the Company hereby represents and warrants as follows:


                    3.1
Organization and Corporate Power; Authorization. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware. The Company has the requisite power and
authority to execute, deliver and perform this Agreement and to acquire the
Shares. As of the Closing, the Company will have sufficient capital to purchase
the Shares hereunder in compliance with Section 160 of the Delaware
General Corporation Law. The execution, delivery and performance of this
Agreement and the consummation by the Company of the transactions contemplated
hereby have been approved by a majority of the disinterested directors on the
Board of Directors of the Company, having been advised by counsel, and have
been otherwise duly authorized by all requisite action on the part of the
Company. This Agreement and any other agreements, instruments, or documents
entered into by the Company pursuant to this Agreement have been duly executed
and delivered by the Company and are the legal, valid and, assuming due
execution by the other parties hereto, binding obligations of the Company,
enforceable against the Company in accordance with its terms except to the
extent that the enforceability thereof may be limited by (i) principles of
public policy, (ii) applicable bankruptcy, insolvency, reorganization or other
laws of general application relating to or affecting the enforcement of
creditors’ rights generally, and (iii) rules of law governing the availability
of equitable remedies.


                    3.2
No Violation; No Consent. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby by
the Company (i) will not constitute a breach or violation of or default under
any judgment, decree or order or any agreement or instrument of the Company or
to which the Company is subject, and (ii) will not require the consent of or
notice to any governmental entity or any party to any contract, agreement or
arrangement with the Company.


2





                    3.3
Brokerage. There are no claims for brokerage commissions or finder’s
fees or similar compensation in connection with the transactions contemplated
by this Agreement based on any arrangement or agreement made by or on behalf of
the Company.


          4. Conditions
to the Company’s Obligations. The obligations of the Company under Article
1 to purchase the Shares at the Closing from VAC are subject to the fulfillment
as of the Closing of each of the following conditions unless waived by the
Company in accordance with Section 8.12:


                    4.1
Representations and Warranties. The representations and warranties of
VAC contained in Article 2 shall be true and correct on and as of the date of
the Closing with the same effect as though such representations and warranties
had been made on and as of the date of the Closing.


                    4.2
Performance. VAC shall have performed and complied in all material
respects with all agreements, obligations, and conditions contained in this
Agreement that are required to be performed or complied with by it on or before
the date of the Closing.


                    4.3
Further Assurances. No governmental authority shall have advised or
notified the Company that the consummation of the transactions contemplated
hereunder would constitute a material violation of any applicable laws or
regulations, which notification or advice shall not have been withdrawn after
the exhaustion of the Company’s good faith efforts to cause such withdrawal. 


          5. Conditions
to VAC’s Obligations. The obligations of VAC under Article 1 to sell the
Shares at the Closing are subject to the fulfillment as of the Closing of each
of the following conditions unless waived by VAC in accordance with Section
8.12:


                    5.1
Representations and Warranties. The representations and warranties of
the Company contained in Article 3 shall be true and correct as of the date of
the Closing with the same effect as though such representations and warranties
had been made on and as of the date of the Closing.


                    5.2
Performance. The Company shall have performed and complied in all
material respects with all agreements, obligations and conditions contained in
this Agreement that are required to be performed or complied with by it on or
before the date of the Closing.


                    5.3
Further Assurances. No governmental authority shall have advised or
notified VAC that the consummation of the transactions contemplated hereunder
would constitute a material violation of any applicable laws or regulations,
which notification or advice shall not have been withdrawn after the exhaustion
of VAC’s good faith efforts to cause such withdrawal. 


          6. Covenants.


                    6.1
Closing Conditions. VAC and the Company shall use their commercially
reasonable efforts to ensure that each of the conditions to Closing is
satisfied.


          7. Survival
of Representations and Warranties; Limitation on Liability. All
representations and warranties hereunder shall survive the Closing.
Notwithstanding the foregoing, in no event shall VAC’s liability for breach of
the representations, warranties and covenants exceed the Purchase Price to be
paid by the Company to VAC.


3





          8. Miscellaneous.



                    8.1
Adjustments. Wherever a particular number is specified herein,
including, without limitation, number of shares or price per share, such number
shall be adjusted to reflect any stock dividends, stock-splits, reverse
stock-splits, combinations or other reclassifications of stock or any similar
transactions and appropriate adjustments shall be made with respect to the
relevant provisions of this Agreement so as to fairly and equitably preserve,
as far as practicable, the original rights and obligations of the Company and
VAC under this Agreement.


                    8.2
Governing Law; Jurisdiction. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York. Any legal action or other legal proceeding relating to this Agreement or
the enforcement of any provision of this Agreement may be brought or otherwise
commenced in any state or federal court located in the State of New York. Each
party hereto agrees to the entry of an order to enforce any resolution,
settlement, order or award made pursuant to this Section 8.2 by the state and
federal courts located in the State of New York and in connection therewith
hereby waives, and agrees not to assert by way of motion, as a defense, or
otherwise, any claim that such resolution, settlement, order or award is
inconsistent with or violative of the laws or public policy of the laws of the
State of New York or any other jurisdiction. VAC hereby submits to the
non-exclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby. VAC
irrevocably and unconditionally waives any objection to the laying of venue of
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby in Federal and state courts in the Borough of
Manhattan in the City of New York and irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such suit or
proceeding in any such court has been brought in an inconvenient forum. VAC
irrevocably and unconditionally appoints ValueAct Capital Management LLC as its
agent of service in the United States in any suit described in this paragraph.
VAC agrees that service of process in any such suit may be made upon it at the
office of its agent. VAC waives, to the fullest extent permitted by law, any
other requirements of or objections to personal jurisdiction with respect
thereto. VAC represents and warrants that its agent has agreed to act as agent
for service of process, and each agrees to take any and all action, including
the filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect.


                    8.3
Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successor and assigns of the parties hereto.


                    8.4
Entire Agreement; Amendment. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subjects hereof. Neither this Agreement nor any provision hereof may be
amended, changed or waived other than by a written instrument signed by the
party against who enforcement of any such amendment, change or waiver is
sought. 


                    8.5
Cooperation. The Company and VAC shall, from and after the date hereof,
cooperate in a reasonable manner to effect the purposes of this Agreement.


                    8.6
Termination. The Company or VAC may terminate this Agreement if the
Closing has not occurred by December 30, 2011. Upon termination of this
Agreement pursuant to this Section 8.6, none of the parties hereto shall have
any liability hereunder except for breaches of such party’s representations,
warranties or covenants occurring prior to the date of such termination.


4







                    8.7
Notices, etc. All notices and other communications required or permitted
hereunder shall be effective upon receipt and shall be in writing and may be
delivered in person, by telecopy, electronic mail, express delivery service or
U.S. mail, in which event it may be mailed by first-class, certified or
registered, postage prepaid, addressed, to the party to be notified, at the
respective addresses set forth below, or at such other address which may
hereinafter be designated in writing:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 If to VAC, to:

 	
  

 
	
  

 
	
  

 	
  

 	
 ValueAct Capital

 	
  

 
	
  

 	
  

 	
 435 Pacific Avenue, 4th Floor

 	
  

 
	
  

 	
  

 	
 San Francisco, CA 94133

 	
  

 
	
  

 	
  

 	
 Attention: Allison Bennington, Esq.

 	
  

 
	
  

 	
  

 	
 Phone:  (415) 362-3700

 	
  

 
	
  

 	
  

 	
 Fax:      (415) 362-5727

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with a copy to:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dechert LLP

 Cira Centre

 2929 Arch Street

 Philadelphia, PA 19104

 Attention: Christopher G. Karras, Esq.

 Fax No. 215-994-2222

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 If to the Company, to:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Gartner, Inc.

 P.O. Box 10212

 56 Top Gallant Road 

 Stamford, CT 06902-7747

 Attention: General Counsel

 	
  

 
	
  

 	
  

 	
 Phone:  203-316-6311

 Fax:      203-316-6245

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with a copy to:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Wilson Sonsini Goodrich & Rosati

 1700 K Street NW, Fifth Floor

 Washington, D.C.
 20006

 Attention: Robert D. Sanchez, Esq.
Fax No. 202-973-8899

 	
  

 


                    8.8
Severability. If any provision of this Agreement shall be judicially
determined to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


5





                    8.9
Titles and Subtitles. The titles of the Articles and Sections of this
Agreement are for convenience of reference only and in no way define, limit,
extend, or describe the scope of this Agreement or the intent of any of its
provisions.


                    8.10
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.


                    8.11
Delays or Omissions. It is agreed that no delay or omission to exercise
any right, power or remedy accruing to any party upon any breach or default of
any other party under this Agreement shall impair any such right, power or
remedy, nor shall it be construed to be a waiver of any such breach or default,
or any acquiescence therein, or of any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. It
is further agreed that any waiver, permit, consent or approval of any kind or
character of any breach or default under this Agreement, or any waiver of any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in writing, and that all
remedies, either under this Agreement, by law or otherwise, shall be cumulative
and not alternative.


                    8.12
Consents. Any permission, consent, or approval of any kind or character
under this Agreement shall be in writing and shall be effective only to the
extent specifically set forth in such writing.


                    8.13
SPECIFIC PERFORMANCE. THE PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE
WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT
PERFORMED IN ACCORDANCE WITH ITS SPECIFIC INTENT OR WERE OTHERWISE BREACHED. IT
IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR
INJUNCTIONS, WITHOUT BOND, TO PREVENT OR CURE BREACHES OF THE PROVISIONS OF
THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF,
THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED BY LAW
OR EQUITY, AND ANY PARTY SUED FOR BREACH OF THIS AGREEMENT EXPRESSLY WAIVES ANY
DEFENSE THAT A REMEDY IN DAMAGES WOULD BE ADEQUATE.


                    8.14
Payment of Fees and Expenses. Each party shall be responsible for paying
its own fees, costs and expenses in connection with this Agreement and the
transactions herein contemplated.


                    8.15
Construction of Agreement. No provision of this Agreement shall be
construed against either party as the drafter thereof.


                    8.16
Section References. Unless otherwise stated, any reference contained
herein to a Section or subsection refers to the provisions of this Agreement.


                    8.17
Variations of Pronouns. All pronouns and all variations thereof shall be
deemed to refer to the masculine, feminine, or neuter, singular or plural, as
the context in which they are used may require.


6





          IN
WITNESS WHEREOF, the parties have caused this Stock Purchase Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first written above.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GARTNER, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	

  


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
 Christopher Lafond

 
	
  

 	
  

 	
 Title:

 	
 Executive Vice President and Chief Financial Officer

 
	
  

 	
  

 
	
  

 	
 VALUEACT
 CAPITAL MASTER FUND, L.P.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BY:

 	
 VA
 PARTNERS I, LLC, its General Partner

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 




[Signature Page to Stock Purchase Agreement]