2008-2
AMENDMENT
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 further
documenting its compliance with Section 409A of the Code, as
follows:
1.
Section 2(e), “ Change in Control ,” is
amended in its entirety to read as follows::
(e) “
Change in Control ” means:
(i) For
Awards granted prior to January 1, 2009, the happening of any
of the following:
(A)
when any “person,” as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than the Company, a
Subsidiary or a Company employee benefit plan, including any
trustee of such plan acting as trustee) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the
Company representing more than fifty (50%) of the combined voting
power of the Company’s then outstanding securities entitled
to vote generally in the election of directors (other than as a
result of a repurchase of securities by the Company or in
connection with a transaction described in clause (ii) below);
or
(B)
a merger or consolidation of the Company with any other entity,
other than a merger or consolidation that would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity)
at least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation;
or
(C)
the stockholders of the Company approve an agreement for the sale
or disposition by the Company of all or substantially all the
Company’s assets; or
(D)
a change in the composition of the Board occurring after approval
of the Plan by the Company’s stockholders, as a result of
which fewer than a majority of the Directors holding voting rights
on the Board are Incumbent Directors.
(ii) For
Awards granted on or after January 1, 2009, the happening of
any of the following:
1
(A)
when any “person,” as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than the Company, a
Subsidiary or a Company employee benefit plan, including any
trustee of such plan acting as trustee) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the
Company representing more than fifty (50%) of the combined voting
power of the Company’s then outstanding securities entitled
to vote generally in the election of directors (other than as a
result of a repurchase of securities by the Company or in
connection with a transaction described in clause (ii) below);
or
(B)
a merger or consolidation of the Company with any other entity,
other than a merger or consolidation that would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity)
at least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation;
or
(C)
the consummation of the sale or disposition by the Company of all
or substantially all the Company’s assets; or
(D)
a change in the composition of the Board occurring within a
one-year period, as a result of which fewer than a majority of the
Directors holding voting rights on the Board are Incumbent
Directors.
provided,
however, that with respect to any amount that constitutes
“deferred compensation” (as defined under
Section 409A) under this Plan or under another arrangement
that incorporates by reference the definitions used in this Plan,
if a Participant’s entitlement to payment of such deferred
compensation would be triggered solely by the occurrence of a
Change in Control (without a “separation from service”
or other applicable payment event u
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