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EX-10.2: RESTRICTED STOCK AGREEMENT FOR EUGENE A. HALL

Stock Restriction Agreement

EX-10.2: RESTRICTED STOCK AGREEMENT FOR EUGENE A. HALL 

     
 | Document Parties: GARTNER INC | EUGENE A. HALL You are currently viewing:
This Stock Restriction Agreement involves

GARTNER INC | EUGENE A. HALL

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Title: EX-10.2: RESTRICTED STOCK AGREEMENT FOR EUGENE A. HALL
Governing Law: Connecticut     Date: 11/9/2005
Industry: Business Services     Sector: Services

EX-10.2: RESTRICTED STOCK AGREEMENT FOR EUGENE A. HALL 

     
, Parties: gartner inc , eugene a. hall
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Exhibit 10.2

GARTNER, INC.
RESTRICTED STOCK AGREEMENT FOR EUGENE A. HALL

     Gartner, Inc. (the “Company”) hereby awards to you, Eugene A. Hall (the “Employee”), an award of restricted Common Stock of the Company (the “Restricted Stock”) under the Company’s 2003 Long-Term Incentive Plan (the “Plan”). The date of this Restricted Stock Agreement (the “Agreement”) is November 9, 2005 (the “Award Date”). Subject to the provisions of Appendix A (attached hereto) and of the Plan, the principal features of this award are as follows:

Total Number of Shares of Restricted Stock: 500,000

 

 

 

 

 

Scheduled Vesting Dates:

 

Number of Shares:

 

 

 

 

 

The first date after October 15, 2004 on which the Company’s Common Stock trades at an average price of $20 per Share (the average price shall equal the average of the high and low sales price for the Company’s Common Stock for the trading day in question) or more on any established stock exchange or a national market system for sixty (60) consecutive trading days*

 

 

300,000

 

 

 

 

 

 

The first date after October 15, 2004 on which the Company’s Common Stock trades at an average price of $25 per Share (the average price shall equal the average of the high and low sales price for the Company’s Common Stock for the trading day in question) or more on any established stock exchange or a national market system for sixty (60) consecutive trading days*

 

 

100,000

 

 

 

 

 

 

The first date after October 15, 2004 on which the Company’s Common Stock trades at an average price of $30 per Share (the average price shall equal the average of the high and low sales price for the Company’s Common Stock for the trading day in question) or more on any established stock exchange or a national market system for sixty (60) consecutive trading days*

 

 

100,000

 

*Except as otherwise provided in Appendix A, Employee will not vest in the Restricted Stock unless he is employed by the Company or one of its Affiliates through the applicable vesting date.

     Your signature below indicates your agreement and understanding that this award is subject to all of the terms and conditions contained in Appendix A and the Plan. For example, important additional information on vesting and forfeiture of the Shares covered by this award is contained in Paragraphs 3, 4 and 6 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.

 

 

 

GARTNER, INC.

 

EMPLOYEE

 

 

 

By:      /s/ Maynard G. Webb, Jr.

 

/s/ Eugene A. Hall

 

 

EUGENE A. HALL

Title: Chairman of the Compensation Committee

 

 

 


 

APPENDIX A

TERMS AND CONDITIONS OF RESTRICTED STOCK

     1.  Award . The Company hereby awards to the Employee under the Plan an award of 500,000 Shares of Restricted Stock at a purchase price $0.0005 (par value) per Share, commencing on the date hereof, subject to all of the terms and conditions in this Agreement and of the Plan. By accepting this award of Restricted Stock, the par value purchase price for each Share of Restricted Stock will be deemed paid by the Employee by past services rendered by the Employee.

     2.  Transfer of Shares . As soon as practicable after the Award Date, the Company will record the Restricted Stock in book form with stock transfer agent subject to the terms and conditions set forth in the Plan. As soon as practicable after the Shares of Restricted Stock shall have vested in the manner set forth in Paragraphs 3 or 6, the Company will have the Shares listed in street name with a brokerage company of the Company’s choice, free of any restrictions imposed pursuant to this Agreement. In no event shall the Shares be so listed unless and until the Shares have vested and all other terms and conditions in this Agreement have been satisfied. By accepting the Restricted Stock, the Employee irrevocably nominates and appoints the Secretary of the Company as agent (the “Agent”) for purposes of surrendering or transferring the Restricted Stock to the Company upon any forfeiture or transfer required or authorized by this Agreement. This power is intended as a power coupled with an interest and will survive the Employee’s death. In addition, it is intended as a durable power and will survive the Employee’s disability.

     3.  Vesting Schedule . Subject to Paragraphs 4 and 6, the Shares of Restricted Stock awarded by this Agreement shall vest in accordance with the vesting provisions set forth on the first page of this Agreement. Shares of Restricted Stock shall not vest in the Employee in accordance with any of the provisions of this Agreement unless the Employee shall have been continuously employed by the Company or by one of its Affiliates from the Award Date until the date such vesting is deemed to have occurred. For purposes of this Agreement, “trading day” means any day on which the New York Stock Exchange is open for trade. For purposes of this Agreement, “Affiliate” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company.

     4.  Forfeiture . Notwithstanding any contrary provision of this Agreement, the balance of the Shares of Restricted Stock that have not vested at the time of the Employee’s Termination of Service shall thereupon be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company. The Employee hereby appoints the Agent with full power of substitution, as the Employee’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Employee to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates (whether in book form or otherwise) evidencing such unvested Shares to the Company upon such Termination of Service. For purposes of this Agreement, “Termination of Service” means a cessation of the employee-employer relationship between the Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, disability, retirement, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate.

     5.  Death of Employee . Any distribution or delivery to be made to the Employee under this Agreement shall, if the Employee is then deceased, be made to the Employee’s designated beneficiary, or if no beneficiary survives the Employee, to the administrator or executor of the Employee’s estate. Any designation of a beneficiary by the Employee shall be effective only if such designation is made in a form and manner acceptable to the Committee. Any transferee must furnish the Company with (a) written notice of his or her status as


 
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