DEFERRED
COMPENSATION PLAN
Effective
January 1, 2009
(approved
by the Board of Directors on October 28, 2008
with further revisions approved by Lewis G. Schwartz on behalf of
the Retirement Benefit
Committee of Gartner, Inc. on December 19, 2008
pursuant to a delegation of authority by the Board of
Directors)
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Page
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DEFINITIONS
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2
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PARTICIPATION
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5
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DEFERRAL
ELECTIONS
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6
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ACCOUNTS
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9
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VESTING
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11
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RABBI
TRUST
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12
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DISTRIBUTIONS
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13
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ADMINISTRATION
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18
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MISCELLANEOUS
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-i-
DEFERRED
COMPENSATION PLAN
This
Garner, Inc. Deferred Compensation Plan (the “Plan”)
was adopted, effective January 1, 2005, by Gartner, Inc. and
is hereby amended and restated effective January 1,
2009.
The
Plan is an unfunded plan maintained for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees of the Company. This Plan is intended, and
shall be construed, to comply with Section 409A of the
Internal Revenue Code and applicable guidance issued thereunder
(“Section 409A”) and shall be amended by the
Company, retroactive to its effective date if appropriate, in the
event that the Company determines such amendment is necessary to
comply with Section 409A.
The
Company has entered into an agreement (the “Trust
Agreement”) with an institutional trustee (the
“Trustee”) under an irrevocable trust to be used in
connection with the Plan and the Grandfathered Plan described below
(the “Rabbi Trust”). The Company intends the Trust to
be a “grantor trust” with the principal and income of
the Trust treated as assets and income of the Company for federal
and state income tax purposes. The Company intends the assets of
the Trust at all times to be subject to the claims of general
creditors of the Company as provided in the Trust Agreement. The
Company intends the existence of the Trust not to alter the
characterization of the Plan as “unfunded” for purposes
of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), and not to be construed to provide income to
Plan participants under the Plan prior to actual payment of vested
accrued benefits hereunder.
The
Gartner, Inc. Management Deferred Compensation Plan (the
“Grandfathered Plan”), originally established effective
June 1, 1998, was frozen as to new contributions effective
December 31, 2004 and continues to exist as a grandfathered
plan under Section 409A, such that the vested account balances
of participants in such grandfathered plan as of December 31,
2004, plus any earnings thereon, are not subject to
Section 409A.
1
Whenever
the following words and phrases are used in this Plan, with the
first letter capitalized, they shall have the meanings specified
below:
“Account”
means, for each Participant, the bookkeeping account maintained by
the Company that is credited with amounts equal to (a) the
portion of the Participant’s Salary that he or she elects to
defer, (b) the portion of the Participant’s Bonus that
he or she elects to defer, (c) the portion of the
Participant’s Commissions that he or she elected to defer
prior to January 1, 2009, (d) Company contributions, if
any, made to the Plan for the Participant’s benefit, and (e)
adjustments to reflect deemed earnings and losses pursuant to
Section 4.2(c).
“Administrator”
means the Company or such other person or persons acting on behalf
of the Company or to whom the Company has delegated the authority
to administer the Plan pursuant to Article VIII
hereof.
“Beneficiary”
or “Beneficiaries” means the beneficiary last
designated in writing by a Participant in accordance with
procedures established by the Company from time to time to receive
the benefits specified hereunder in the event of the
Participant’s death. No Beneficiary designation shall become
effective unless and until it is filed with the Company during the
Participant’s lifetime.
“Board
of Directors” or “Board” means the Board of
Directors of the Company.
“Bonus”
means the amount of cash-based incentive compensation payable to a
Participant as part of the Company’s or a Participating
Employer’s annual bonus program.
“Code”
means the Internal Revenue Code of 1986, as amended.
“Commission”
means the amount of compensation (other than Salary and Bonus)
payable to a Participant as a result of sales transactions
generated by such Participant. Commissions are not eligible for
deferral.
“Company”
means Gartner, Inc.
“Compensation”
means the Bonus and Salary that a Participant earns for services
rendered to the Company or a Participating Employer.
“Distributable
Amount” means the amount a Participant’s Account, at
the time of distribution under Section 7.1, that is subject to
a particular distribution election (or to the default distribution
provision).
2
“Distribution
Event” means, with respect to each Participant, the
Participant’s separation from service (as defined in
Section 409A) for any reason (including retirement, voluntary
or involuntary termination, or disability) or the
participant’s death.
“Election
Period” means a reasonable period, established by the
Administrator, prior to each January 1. An Eligible
Employee’s first Election Period is referred to herein as the
Initial Election Period.
“Eligible
Employee” means an Employee who has been designated by the
Company as eligible to participate in the Plan; provided, however,
that “Eligible Employee” shall also include any
Employee who has an account balance under the Grandfathered Plan as
of December 31, 2O04. The Company may designate Eligible
Employees only as of January 1 and June 1 of each Plan
Year.
“Employee”
means a common law employee of the Company or a Participating
Employer, who is on the United States payroll of the Company or a
Participating Employer.
“Fund”
or “Funds” means one or more of the deemed investment
funds selected by the Company pursuant to
Section 3.3.
“Grandfathered
Plan” means the Gartner, Inc. Management Deferred
Compensation Plan, originally effective June 1, 1998, which
has been frozen, effective December 31, 2004, with respect to
new contributions and which constitutes a grandfathered plan under
Section 409A.
“Initial
Election Period” means (1) for Employees who first
become Eligible Employees on January 1 of a Plan Year, a reasonable
period ending prior to such January 1, and (2) for
Employees who first become Eligible Employees on June 1 of a Plan
Year, the thirty-day period that begins on June 1 and ends on
June 30 of such Plan Year.
“Investment
Return” means, for each Fund, an amount equal to the pre-tax
rate of gain or loss with respect to such Fund (net of applicable
fund and investment charges) as of the close of each business
day.
“Participant”
means an Eligible Employee who has elected to defer Compensation in
accordance with Section 3.1.
“Participating
Employer” means an entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a
significant equity or investment interest, in each case, as
determined by the Administrator.
“Payment
Commencement Date” means (1) in the case of a
Participant’s separation from service for any reason other
than death, the earlier of the January 1 or July 1 that is at least
six months following such separation from service; and (2) in
the case of a Participant’s termination of employment on
account of death, the first of the month following the calendar
quarter in which death occurs.
3
“Plan”
means the Gartner, Inc. Deferred Compensation Plan set forth
herein, now in effect, or as amended from time to time.
“Plan
Year” means the calendar year.
“Salary”
means the Employee’s base salary for the Plan Year. Salary
excludes any other form of compensation such as restricted stock,
proceeds from stock options or stock appreciation rights, severance
payments, moving expenses, car or other special allowance, or any
other amounts included in an Eligible Employee’s taxable
income that is not compensation for services.
“Section 409A”
means Section 409A of the Code and applicable guidance issued
thereunder.
4
An
Eligible Employee shall become a Participant in the Plan by:
(a) electing to defer a portion of his or her Compensation in
accordance with Section 3.1, and (b) completing a life
insurance application on such form and in such manner as prescribed
by the Administrator. A Participant may be required to complete
additional life insurance applications from time to time, and a
Participant’s failure to complete a life insurance
application at the Administrator’s request may result in the
cessation of the Participant’s eligibility to participate in
the Plan with respect to the next following Plan Year.
5
3.1
Elections to Defer Compensation .
(a)
Election Period . Each Eligible Employee may elect to defer
Compensation by filing an election that conforms to the
requirements of this Section, on a written or electronic form
approved by the Administrator, no later than the last day of the
applicable Election Period (or Initial Election Period, in the case
of a newly Eligible Employee).
(b)
General Rule . The amount of Compensation that an Eligible
Employee may elect to defer is as follows:
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(1)
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Any whole percentage of Salary up to fifty percent (50%);
and/or
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(2)
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Any whole percentage of Bonus up to one hundred percent (100%);
provided, however, that no election shall be effective to reduce
the Compensation paid to an Eligible Employee for a calendar year
to an amount that is less than the amount necessary to pay
(i) applicable employment taxes (e.g., FICA, hospital
insurance) payable with respect to amounts deferred hereunder,
(ii) amounts necessary to satisfy any other benefit plan
withholding obligations, (iii) any resulting income taxes
payable with respect to Compensation that cannot be so deferred,
and (iv) any amounts necessary to satisfy any wage garnishment
or similar obligations.
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(1)
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Initial Election Period
. An election to defer Compensation made during an Initial Election
Period shall be effective as to Compensation for services to be
performed thereafter, as follows: (1) An election to defer
Salary made during an Initial Election Period shall be effective
beginning with Salary earned during the first pay period that
begins after the end of the Initial Election Period; and
(2) An election to defer Bonus made during an Initial Election
Period shall be effective as to any Bonus earned after the end of
the Initial Election Period, provided that if a Participant’s
Initial Election Period occurs in June, the Participant may defer a
maximum of 50% of the Participant’s Bonus for such
year.
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6
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(2)
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In General
. An election to defer Compensation made or changed during an
Election Period other than the Initial Election Period shall be
effective: (i) beginning with Salary earned during the first
pay period that begins on or after the first day of the next
succeeding Plan Year; and (ii) as to any Bonus earned
beginning in the next succeeding Plan Year.
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(e)
Duration of Salary Deferral Election . A Salary deferral
election made under Subsection (a) of this Section shall
remain in effect, notwithstanding any change in the
Participant’s Salary, until changed or terminated in
accordance with the terms of this Article, and such election shall
become irrevocable as of each December 31 with respect to
Salary to be earned in the next succeeding Plan Year. A
Participant’s Salary deferral election shall terminate with
respect to future Salary upon the Participant ceasing to be an
Employee. If a Participant remains an Employee but ceases to be an
Eligible Employee, the Participant’s Salary deferral election
shall terminate at the end of the calendar year in which the
Participant ceased to be an Eligible Employee.
(f)
Duration of Bonus Deferral Election . A Bonus deferral
election made under Subsection (a) of this Section shall
remain in effect until changed or terminated in accordance with
this Article, and such election shall become irrevocable as of each
December 31 with respect to Bonus to be earned in the next
succeeding Plan Year. A Participant’s Bonus deferral election
shall terminate with respect to future Bonuses upon the Participant
ceasing to be an Employee. If a Participant remains an Employee but
ceases to be an Eligible Employee, the Participant’s Bonus
deferral election shall terminate at the end of the calendar year
in which the Participant ceased to be an Eligible
Employee.
3.2
Company Contributions .
Effective
for Plan Years beginning on or after January 1, 2006, the
Company may, in its sole and absolute discretion, make
discretionary matching contributions to the Accounts of certain
Participants designated by the Company, in an amount determined
pursuant to a formula set by the Company prior to the beginning of
each Plan Year. If such a discretionary matching contribution is to
be made for a Plan Year, the applicable formula shall generally
provide for a matching contribution equal to a specified percentage
of the deferrals made under the Plan by each designated Participant
during the Plan Year; provided that the formula may limit the
amount of matching contributions to a specified percentage of
compensation, a specified dollar amount, or some other limit
determined by the Company. The formula for determining a
discretionary matching contribution, if any, shall be set by the
Company prior to the beginning of each Plan Year, and the
Administrator shall notify the designated Participants of such
formula prior to the beginning of each Plan Year. An eligible
Participant must be actively employed on the last day of the Plan
Year in order to receive a matching contribution for such Plan
Year.
7
4.1
Participant Accounts .
The
Administrator shall establish and maintain an Account for each
Participant under the Plan. A Participant’s Account shall be
credited as follows:
(a) As
soon as administratively practicable following the end of each
applicable pay period, the Administrator shall credit the
Participant’s Account with an amount equal to the Salary the
Participant elected to defer;
(b) As
soon as administratively practicable after each Bonus or partial
Bonus would have been paid, the Administrator shall credit the
Participant’s Account with an amount equal to the Bonus the
Participant elected to defer;
(c) As
soon as administratively practicable after the last day of the Plan
Year or such other time or times as the Administrator may
determine, the Administrator shall credit the Participant’s
Account with an amount equal to the Company contribution, if any,
applicable in accordance with Section 3.2;
4.2
Investment Elections .
(a) The
Administrator, in its sole and absolute discretion, may provide
each Participant with a list of investment Funds and the
Participant may designate, in a manner specified by the
Administrator, one or more Funds in which his or her Account will
be deemed to be invested for purposes of determining the amount of
Investment Returns to be credited to the Account. The
Administrator, from time to time, in its sole and absolute
discretion, may select a commercially-available fund to constitute
the Fund actually selected, which shall be used to determine the
Investment Return to be credited to Participants’ Accounts
under Subsection (c) below.
(b) A
Participant may specify that all or any one percent (1%) multiple
of his or her Account be deemed to be invested in one or more of
the Funds, subject to such limitations and conditions as the
Administrator may specify. A Participant may change the designation
made under this Section 4.2(b) in such manner and at such
tim
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