GARTNER,
INC.
2003 LONG-TERM INCENTIVE PLAN
STOCK APPRECIATION RIGHT AGREEMENT
Gartner,
Inc. (the “Company”) hereby grants you,
(the “Grantee”), a stock appreciation right (the
“SAR”) under the Company’s 2003 Long-Term
Incentive Plan (the “Plan”), to exercise in exchange
for a payment from the Company pursuant to this SAR. The date of
this Agreement is ______________ (the “Grant Date”). In
general, the latest date this SAR will expire is ______________
(the “Expiration Date”). However, as provided in
Appendix A (attached hereto), this SAR may expire earlier than
the Expiration Date. Subject to the provisions of Appendix A
and of the Plan, the principal features of this SAR are as
follows:
Number
of Shares to which this SAR pertains:
Exercise
Price per Share: $
Twenty-five
percent (25%) of the Shares to which this SAR pertains shall vest
on each of the first four anniversaries of the date hereof, subject
to Grantee’s Continued Service through each such
date.
Your
signature below indicates your agreement and understanding that
this SAR is subject to all of the terms and conditions contained in
the Plan and this SAR Agreement (the “Agreement”),
which includes this Notice of Grant and Appendix A. For
example, important additional information on vesting and
termination of this SAR is contained in Paragraphs 3 through 5 of
Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF
APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS
OF THIS SAR.
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GARTNER,
INC.
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GRANTEE
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Title:
CEO
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Name
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TERMS
AND CONDITIONS OF STOCK APPRECIATION RIGHTS
1.
Grant of SAR . The Company hereby grants to the Grantee
under the Plan, as a separate incentive in connection with his or
her employment and not in lieu of any salary or other compensation
for his or her services, a SAR pertaining to all or any part of an
aggregate of
Shares, which SAR entitles the Grantee to exercise the SAR in
exchange for Shares in the amount determined under Paragraph 9
below.
2.
Exercise Price . The purchase price per Share for this SAR
(the “Exercise Price”) shall be $___, which is the Fair
Market Value of a Share on the Grant Date. When the SAR is
exercised, the purchase price will be deemed paid by the Grantee
for the exercised portion of the SAR through the past services
rendered by the Grantee, and will be subject to the appropriate tax
withholdings.
3.
Vesting Schedule . Except as otherwise provided in this
Agreement, the right to exercise this SAR will vest in accordance
with the vesting schedule set forth in the Notice of Grant which
constitutes part of this Agreement. Shares scheduled to vest on any
date will vest only if the Grantee remains in Continued Service on
such date. Should the Grantee’s Continued Service end at any
time (the “Termination Date”), any unvested portion of
this SAR will be immediately cancelled; provided, however ,
that if termination of Continued Service results from the
Grantee’s death, Disability or Retirement, then any unvested
portion of this SAR that would have vested by its terms within
twelve (12) months from the Termination Date will be deemed
vested on the Termination Date. The Committee, in its discretion,
may accelerate the vesting of the balance, or some lesser portion
of the balance, of the SARs at any time, subject to the terms of
the Plan. If so accelerated, such SARs will be considered as having
vested as of the date specified by the Committee.
4.
Termination of SAR . In the event of the Grantee’s
termination of Continued Service for any reason other than
Retirement, Disability or death, the Grantee may, within ninety
(90) days after the date of such termination of Continued
Service (excluding any period during which Grantee is prohibited
from trading under the Company’s Insider Trading Policy), or
prior to the Expiration Date, whichever shall first occur, exercise
any vested but unexercised portion of this SAR. In the event of the
Grantee’s termination of Continued Service due to Retirement,
Disability or death, the Grantee may, within twelve
(12) months after the date of such termination, or prior to
the Expiration Date, whichever shall first occur, exercise any
vested but unexercised portion of this SAR.
5.
Death of Grantee . In the event that the Grantee dies while
in the employ of the Company and/or a Parent or Subsidiary, the
administrator or executor of the Grantee’s estate (or such
other person to whom the SAR is transferred pursuant to the
Grantee’s will or in accordance with the laws of descent and
distribution), may exercise any vested but unexercised portion of
the SAR in accordance with Paragraph 4 above. Any such
transferee must furnish the Company (a) written notice of his
or her status as a transferee, (b) evidence satisfactory to
the Company to establish the validity of the transfer of this SAR
and compliance with any laws or regulations
Page 2 of 6
pertaining
to such transfer, and (c) written acceptance of the terms and
conditions of this SAR as set forth in this Agreement.
6.
Persons Eligible to Exercise SAR . Except as provided in
Paragraph 5 above or as otherwise determined by the Committee
in its discretion, this SAR shall be exercisable during the
Grantee’s lifetime only by the Grantee.
7.
SAR is Not Transferable . Except as otherwise expressly
provided herein, this SAR and the rights and privileges conferred
hereby may not be transferred, pledged, assigned or otherwise
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, pledge, assign,
hypothecate or otherwise dispose of this SAR, or of any right or
privilege conferred hereby, or upon any attempted sale under any
execution, attachment or similar process, this SAR and the rights
and privileges conferred hereby immediately shall become null and
void.
8.
Exercise of SAR . This SAR may be exercised by the person
then entitled to do so as to any Shares, and such exercise must be
in accordance with the Company’s published exercise
procedures, as in effect from time to time, which may require the
Grantee to exercise this SAR through the Company’s designated
broker or administrator. All exercises must be accompanied by
payment of the aggregate exercise price together with all taxes
the Company determines are required to be withheld by reason of the
exercise of this SAR or as are otherwise required under
Paragraph 10 below. Exercise forms are available from the
Stock Plan Administration. Payment of the aggregate exercise price
must be (i) in cash (including check, bank draft or money
order), or (ii) for “cashless exercises” during
the open trading window, by delivery of such documentation as the
Committee and any broker of deposit, if applicable, shall require
to effect an exercise of the SAR and delivery to the Company of the
sale or loan proceeds required to pay the exercise price, in each
case plus any applicable withholding taxes.
9.
Payment of SAR Amount. Upon exercise of this SAR, the
Grantee shall be entitled to receive the number of Shares (the
“SAR Amount”), less applicable withholdings, determined
by (i
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