2008-1
AMENDMENT (Revised)
TO THE
GARTNER, INC. 2003 LONG-TERM INCENTIVE PLAN
Pursuant to
Section 16 of the Gartner, Inc. 2003 Long-Term Performance
Plan (the “Plan”), the Company hereby amends the Plan,
effective January 1, 2009, for the purpose of documenting its
compliance with Section 409A of the Code, as
follows:
1.
Section 2 is amended by adding the following as Section
(ii) and renumbering current Sections (ii) through
(kk) as Sections (jj) through (ll) :
(ii) “
Section 409A ” shall mean Section 409A of
the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations and other applicable guidance issued thereunder, as
each may be amended from time to time.
2.
Section 4 is amended by deleting the last bullet of paragraph
(l) thereof, which is unnecessary due to the existence of
Section 10(d).
3.
Section 8, Restricted Stock Units , is amended by
replacing paragraphs (d) and (e) thereof with the
following:
(d)
Earning Restricted Stock Units . Upon meeting the applicable
vesting criteria, the Participant shall be entitled to receive a
payout as specified in the Restricted Stock Unit Award Agreement.
Notwithstanding the foregoing, at any time after the grant of
Restricted Stock Units, the Committee, in its sole discretion, may
reduce or waive any vesting criteria that must be met in order to
receive a payout, provided, however, that with respect to any
Restricted Stock Units that are subject to Section 409A,
payment shall be made only in accordance with
Section 409A.
(e)
Form and Timing of Payment . Payment of earned Restricted
Stock Units shall be made on the date(s) set forth in the
Restricted Stock Unit Award Agreement, but in no event later than
the applicable two and one-half (2 1
/
2
) month
period of the “short-term deferral” rule set forth in
the Section 1.409A-1(b)(4) of the Treasury Regulations issued
under Section 409A. Notwithstanding the foregoing, if the
Restricted Stock Units constitute “deferred
compensation” within the meaning of Section 409A,
payment of earned Restricted Stock Units shall be made on the
date(s) set forth in the Restricted Stock Unit Award Agreement,
subject to the grace period permitted under
Section 1.409A-3(d) of the Treasury Regulations under
Section 409A. The Committee, in its sole discretion, may
permit a Participant to defer receipt of the payment of earned
Restricted Stock Units, and any such deferral elections shall be
subject to such rules and procedures as shall be determined by the
Committee in its sole discretion; such rules shall be written and
administered in accordance with Section 409A. The Committee,
in its sole discretion, may pay earned Restricted Stock Units in
cash, Shares, or a combination thereof. Shares represented by
Restricted Stock Units that are fully paid in cash again shall be
available for grant under the Plan.
1
4.
Section 10, Outside Directors , is amended by replacing
paragraphs (a) and (d) thereof with the
following:
(a)
Award of Common Stock Equivalents . On an annual basis, each
Outside Director may elect to receive up to 50% of his or her
compen
|
