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.
|
|
|
|
|
|
|
EMPLOYEE
|
|
|
|
|
By:
/s/ Maynard G. Webb,
Jr.
|
|
/s/ Eugene
A. Hall
|
|
|
|
EUGENE A.
HALL
|
Title:
Chairman of the Compensation Committee
|
|
|
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
|