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