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EXECUTIVE PERFORMANCE BONUS PLAN

Executive Compensation Plan Agreement

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This Executive Compensation Plan Agreement involves

GARTNER, INC

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Title: EXECUTIVE PERFORMANCE BONUS PLAN
Governing Law: Connecticut     Date: 6/6/2007
Industry: Business Services     Sector: Services

EXECUTIVE PERFORMANCE BONUS PLAN, Parties: gartner  inc
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GARTNER, INC.
EXECUTIVE PERFORMANCE BONUS PLAN
(Effective January 1, 2008)

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TABLE OF CONTENTS
(continued)
         
    Page
SECTION 1 BACKGROUND, PURPOSE AND DURATION
    1  
 
       
1.1 Effective Date
    1  
1.2 Purpose of the Plan
    1  
 
       
SECTION 2 DEFINITIONS
    1  
 
       
2.1 “Actual Award”
    1  
2.2 “Affiliate”
    1  
2.3 “Base Salary”
    1  
2.4 “Board”
    1  
2.5 “Cash Flow”
    1  
2.6 “Code”
    1  
2.7 “Committee”
    2  
2.8 “Company”
    2  
2.9 “Contract Value”
    2  
2.10 “Customer Efficiency”
    2  
2.11 “Determination Date”
    2  
2.12 “Disability”
    2  
2.13 “Earnings Per Share”
    2  
2.14 “Employee”
    2  
2.15 “Financial Efficiency”
    2  
2.16 “Fiscal Year”
    2  
2.17 “Maximum Award”
    2  
2.18 “Participant”
    2  
2.19 “Payout Formula”
    3  
2.20 “Performance Period”
    3  
2.21 “Performance Goals”
    3  
2.22 “Plan”
    3  
2.23 “Profit”
    3  
2.24 “Retirement”
    3  
2.25 “Revenue”
    3  
2.26 “SG&A”
    3  
2.27 “Target Award”
    4  
2.28 “Termination of Employment”
    4  
2.29 “Total Stockholder Return”
    4  
 
       
SECTION 3 SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS
    4  
 
       
3.1 Selection of Participants
    4  
3.2 Determination of Performance Goals
    4  

-ii-


 
TABLE OF CONTENTS
(continued)
         
    Page
3.3 Determination of Target Awards
    4  
3.4 Determination of Payout Formula or Formulae
    4  
3.5 Date for Determinations
    5  
3.6 Determination of Actual Awards
    5  
 
       
SECTION 4 PAYMENT OF AWARDS
    5  
 
       
4.1 Right to Receive Payment
    5  
4.2 Timing of Payment
    5  
4.3 Form of Payment
    5  
4.4 Termination of Employment
    5  
 
       
SECTION 5 ADMINISTRATION
    5  
 
       
5.1 Committee is the Administrator
    5  
5.2 Committee Authority
    6  
5.3 Decisions Binding
    6  
5.4 Delegation by the Committee
    6  
 
       
SECTION 6 GENERAL PROVISIONS
    6  
 
       
6.1 Tax Withholding
    6  
6.2 No Effect on Employment
    6  
6.3 Participation
    6  
6.4 Indemnification
    7  
6.5 Successors
    7  
6.6 Beneficiary Designations
    7  
6.7 Nontransferability of Awards
    8  
6.8 Deferrals
    8  
 
       
SECTION 7 AMENDMENT, TERMINATION AND DURATION
    8  
 
       
7.1 Amendment, Suspension or Termination
    8  
7.2 Duration of the Plan
    8  
 
       
SECTION 8 LEGAL CONSTRUCTION
    8  
 
       
8.1 Gender and Number
    8  
8.2 Severability
    8  
8.3 Requirements of Law
    8  
8.4 Governing Law
    8  
8.5 Captions
    8  

-iii-


 
GARTNER, INC.
EXECUTIVE PERFORMANCE BONUS PLAN
SECTION 1
BACKGROUND, PURPOSE AND DURATION
     1.1 Effective Date . The Plan is effective as of January 1, 2008, subject to ratification by an affirmative vote of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at the 2007 Annual Meeting of Stockholders of the Company.
     1.2 Purpose of the Plan . The Plan is intended to increase stockholder value and the success of the Company by motivating Participants (1) to perform to the best of their abilities, and (2) to achieve the Company’s objectives. The Plan’s goals are to be achieved by providing Participants with the opportunity to earn incentive awards for the achievement of goals relating to the performance of the Company. The Plan is intended to permit the payment of bonuses that qualify as performance-based compensation under Section 162(m) of the Code.
SECTION 2
DEFINITIONS
     The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:
     2.1 “ Actual Award ” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section 3.6 to eliminate or reduce the award otherwise determined by the Payout Formula.
     2.2 “ Affiliate ” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.
     2.3 “ Base Salary ” means as to any Performance Period, the Participant’s earned salary during the Performance Period. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans and Affiliate-sponsored plans.
     2.4 “ Board ” means the Board of Directors of the Company.
     2.5 “ Cash Flow ” means as to any Performance Period, cash generated from operating activities, free cash flow or total cash flow and includes cash flow return on investment (calculated by dividing any of the foregoing measures of Cash Flow by total capital).
     2.6 “ Code ” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any

 


 
valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
     2.7 “ Committee ” means the committee appointed by the Board (pursuant to Section 5.1) to administer the Plan.
     2.8 “ Company ” means Gartner, Inc., a Delaware corporation, or any successor thereto.
     2.9 “ Contract Value ” means as to any Performance Period, the value attributable to all subscription-related research products that recognize revenue on a ratable basis. Contract value is calculated as the annualized value of all subscription research contracts in effect at a specific point in time, without regard to the duration of the contract.
     2.10 “ Customer Efficiency ” means as to any Performance Period, a performance measurement related to interaction with customers and other third-party entities (for example, but not by way of limitation, client retention, wallet retention, utilization rates, sales performance, billable headcount and user retention, each as defined by the Committee).
     2.11 “ Determination Date ” means the latest possible date that will not jeopardize a Target Award or Actual Award’s qualification as performance-based compensation under Section 162(m) of the Code.
     2.12 “ Disability ” means a permanent disability in accordance with a policy or policies established by the Committee (in its discretion) from time to time.
     2.13 “ Earnings Per Share ” means as to any Performance Period, the Company’s after-tax Profit, divided by a weighted average number of common shares outstanding and/or dilutive common equivalent shares deemed outstanding.
     2.14 “ Employee ” means any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.
     2.15 “ Financial Efficiency ” means as to any Performance Period, the percentage equal to Profit (or Revenue) for the Performance Period, divided by a financial metric determined by the Committee (for example, but not by way of limitation, stockholders’ equity or Revenue). Financial Efficiency shall include, but not be limited to, return on stockholders’ equity, return on capital, return on assets, return on investment, economic value added and any measure of internal rate of return, each as defined by the Committee.
     2.16 “ Fiscal Year ” means the fiscal year of the Company.
     2.17 “ Maximum Award ” means as to any Participant for any Performance Period, $5 million.
     2.18 “ Participant ” means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.

-2-


 
     2.19 “ Payout Formula ” means as to any Performance Period, the formula or payout matrix established by the Committee pursuant to Section 3.4 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.
     2.20 “ Performance Period ” means a Fiscal Year.
     2.21 “ Performance Goals ” means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be applicable to a Participant for a Target Award for a Performance Period. As determined by the Committee, the Performance Goals for any Target Award applicable to a Participant may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Cash Flow, (b) Contract Value, (c) Customer Efficiency, (d) Earnings Per Share, (e) Financial Efficiency, (f) Profit, (g) Revenue, (h) SG&A and (i) Total Stockholder Return. Performance Goals may differ from Participant to Participant, Performance Period to Performance Period and from award to award. Any criteria used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including, but not limited, any increase (or decrease with respect to SG&A) over the passage of time and/or any measurement against other companies or financial or business or stock index metrics particular to the Company), (iii) on a per share and/or share per capita basis, (iv) against the performance of the Company as a whole or against any Affiliate(s), or a particular segment(s), a business unit(s) or a product(s) of the Company, (v) on a pre-tax or after-tax basis and/or (vi) using an actual foreign exchange rate or on a foreign exchange neutral basis. Prior to the Determination Date, the Committee shall determine whether any element(s) (for example, but not by way of limitation, the effect of mergers or acquisitions) shall be included in or excluded from the calculation of any Performance Goal with respect to any Participants (whether or not such determinations result in any Performance Goal being measured on a basis other than generally accepted accounting principles).
     2.22 “ Plan ” means the Gartner, Inc. Executive Performance Bonus Plan, as set forth in this instrument and as hereafter amended from time to time.
     2.23 “ Profit ” means as to any Performance Period, a measurement of net income as determined by the Committee with respect to a Performance Goal. Profit may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or adjusted to exclude any or all non-GAAP items.
     2.24 “ Retirement ” means with respect to any Participant, a Termination of Employment occurring in accordance with a policy or policies established by the Committee (in its discretion) from time to time.
     2.25 “ Revenue ” means as to any Performance Period, net revenues generated or to be generated (backlog) from third parties.
     2.26 “ SG&A ” means as to any Performance

 
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