CONFORMED COPY CREDIT AGREEMENTCredit Agreement • July 27th, 1999 • Gartner Group Inc • Services-management services • New York
BETWEENSecurities Purchase Agreement • April 25th, 2000 • Gartner Group Inc • Services-management services • New York
FIRST AMENDMENTCredit Agreement • March 7th, 2005 • Gartner Inc • Services-management services • New York
ANDRights Agreement • December 27th, 2002 • Gartner Inc • Services-management services • New York
Exhibit 99.1 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This Separation Agreement and General Release of Claims (the "Separation Agreement" or the "Agreement") is entered into by and between Gartner, Inc. a Delaware corporation (the...Separation Agreement • September 29th, 2004 • Gartner Inc • Services-management services • New York
RECITALSEmployment Agreement • December 27th, 2002 • Gartner Inc • Services-management services • New York
EXHIBIT 4.4 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 28th, 2001 • Gartner Inc • Services-management services • New York
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 25th, 2000 • Gartner Group Inc • Services-management services • New York
amongCredit Agreement • November 8th, 2004 • Gartner Inc • Services-management services • New York
RECITALS:Rights Agreement • May 18th, 2000 • Gartner Group Inc • Services-management services • New York
RECITALSEmployment Agreement • December 27th, 2002 • Gartner Inc • Services-management services • New York
DISTRIBUTION AGREEMENT BETWEEN IMS HEALTH INCORPORATED AND GARTNER GROUP, INC.Distribution Agreement • July 27th, 1999 • Gartner Group Inc • Services-management services • New York
FIRST AMENDMENTCredit Agreement • January 24th, 2017 • Gartner Inc • Services-management services
FIRST AMENDMENT, dated as of January 20, 2017 (this “Agreement”), among Gartner, Inc., a Delaware corporation (the “Borrower”), each other Loan Party party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) which shall amend (i) that certain Credit Agreement, dated as of June 17, 2016, among the Borrower, the several lenders from time to time party thereto (the “Lenders”), and the Administrative Agent (as in effect on the date hereof, the “Credit Agreement”) and (ii) that certain Guarantee and Collateral Agreement, dated as of June 17, 2016, among the Borrower, certain of its Subsidiaries and the Administrative Agent (the “Guarantee and Collateral Agreement”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT THIS AMENDMENT NO. 1 (this "Amendment") to the Amended and Restated Rights Agreement (the "Rights Agreement"), entered into as of August 31, 2002, by and between Gartner, Inc., a Delaware...Rights Agreement • June 30th, 2003 • Gartner Inc • Services-management services • New York
GARTNER, INC. ANDRights Agreement • November 30th, 2006 • Gartner Inc • Services-management services • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into on October 15, 2004, effective as of August 4, 2004, by and between Eugene A. Hall, an individual ("Executive") and Gartner, Inc., a Delaware corporation...Employment Agreement • October 15th, 2004 • Gartner Inc • Services-management services • New York
EXECUTION COPY AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • December 27th, 2002 • Gartner Inc • Services-management services • New York
RECITALSEmployment Agreement • December 28th, 2001 • Gartner Inc • Services-management services • Connecticut
Gartner, Inc.Purchase Agreement • March 17th, 2017 • Gartner Inc • Services-management services • New York
The Securities are being issued and sold in connection with the proposed merger (the “Merger”) of CEB Inc., a Delaware corporation (“CEB,” which, together with its consolidated subsidiaries, shall be referred to herein as the “CEB Entities”), with and into Cobra Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), with CEB surviving such Merger and becoming a wholly owned subsidiary of the Company pursuant to the Agreement and Plan of Merger, dated as of January 5, 2017, by and among the Company, CEB and Merger Sub (the
R E C I T A L SStock Purchase Agreement • June 22nd, 2004 • Gartner Inc • Services-management services • Delaware
INCREMENTAL AMENDMENTCredit Agreement • April 6th, 2017 • Gartner Inc • Services-management services • Delaware
INCREMENTAL AMENDMENT, dated as of April 5, 2017 (this “Agreement”), among Gartner, Inc., a Delaware corporation (the “Borrower”), each other Loan Party party hereto, each 2017 Incremental Lender party hereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) which shall amend that certain Credit Agreement, dated as of June 17, 2016, among the Borrower, the several lenders from time to time party thereto (the “Lenders”), and the Administrative Agent (as amended pursuant to that certain First Amendment thereto (the “First Amendment”), dated as of January 20, 2017, and that certain Second Amendment thereto (the “Second Amendment”), dated as of March 20, 2017, each as among the Borrower, each other Loan Party party thereto, the Lenders party thereto, and the Administrative Agent, the “Credit Agreement”).
EXHIBIT 10.17Employment Agreement • December 24th, 1998 • Gartner Group Inc • Services-management services • New York
CREDIT AGREEMENT among GARTNER, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A., CITIZENS BANK OF MASSACHUSETTS and LASALLE BANK NATIONAL ASSOCIATION, as...Credit Agreement • February 6th, 2007 • Gartner Inc • Services-management services • New York
CREDIT AGREEMENT (this “Agreement”), dated as of January 31, 2007, among GARTNER, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), CITIBANK, N.A., CITIZENS BANK OF MASSACHUSETTS and LASALLE BANK NATIONAL ASSOCIATION, as documentation agents (in such capacity, the “Documentation Agents”) and JPMORGAN CHASE BANK, N.A., as administrative agent.
AGREEMENTStock Purchase Agreement • June 21st, 2004 • Gartner Inc • Services-management services • Delaware
AGREEMENT AND PLAN OF MERGER Dated as of January 5, 2017, Among GARTNER, INC., COBRA ACQUISITION CORP. and CEB INC.Merger Agreement • January 5th, 2017 • Gartner Inc • Services-management services • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 5, 2017, among GARTNER, INC., a Delaware corporation (the “Parent”), COBRA ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and CEB INC., a Delaware corporation (the “Company”).
RecitalsEmployment Agreement • December 24th, 1998 • Gartner Group Inc • Services-management services • New York
RECITALSEmployment Agreement • May 12th, 2000 • Gartner Group Inc • Services-management services • New York
Form of 2014 Stock Appreciation Right Agreement GARTNER, INC. 2003 LONG-TERM INCENTIVE PLAN STOCK APPRECIATION RIGHT AGREEMENT Grant # SS______ NOTICE OF GRANTStock Appreciation Right Agreement • February 11th, 2014 • Gartner Inc • Services-management services • Connecticut
Gartner, Inc. (the “Company”) hereby grants you, [NAME] (the “Grantee”), a stock appreciation right (the “SAR”) under the Company’s 2003 Long-Term Incentive Plan (the “Plan”), to exercise in exchange for a payment from the Company pursuant to this SAR. The date of this Agreement is February 10, 2014 (the “Grant Date”). In general, the latest date this SAR will expire is February 10, 2021 (the “Expiration Date”). However, as provided in Appendix A (attached hereto), this SAR may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan, the principal features of this SAR are as follows:
BY AND AMONG GARTNER, INC.Merger Agreement • December 28th, 2004 • Gartner Inc • Services-management services • Delaware
EXHIBIT 4.4e AMENDMENT NO. 6, dated as of March 31, 2004 (this "Amendment"), in respect of the Credit Agreement dated as of July 16, 1999, as amended and restated as of July 17, 2000, as further amended by Amendment No. 3 dated as of May 30, 2002, as...Credit Agreement • May 4th, 2004 • Gartner Inc • Services-management services • New York
CREDIT AGREEMENT among GARTNER, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of December 13, 2006 as Sole Lead Arranger and Sole BookrunnerCredit Agreement • December 14th, 2006 • Gartner Inc • Services-management services • New York
CREDIT AGREEMENT (this “Agreement”), dated as of December 13, 2006, among GARTNER, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent.
GARTNER, INC. LONG-TERM INCENTIVE PLAN STOCK APPRECIATION RIGHT AGREEMENTStock Appreciation Right Agreement • February 15th, 2024 • Gartner Inc • Services-management services • Delaware
Gartner, Inc. (the “Company”) hereby grants you (or the “Grantee”) a stock appreciation right (the “SAR”) under the Company’s Long-Term Incentive Plan, as amended from time to time (the “Plan”), to exercise in exchange for a payment from the Company pursuant to this SAR. The date of this Agreement is February 8, 2024 (the “Grant Date”). In general, the latest date this SAR will expire is February 8, 2031 (the “Expiration Date”). However, as provided in Appendix A (attached hereto), this SAR may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan, the principal features of this SAR are as follows:
GARTNER, INC. LONG-TERM INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • February 15th, 2024 • Gartner Inc • Services-management services • Delaware
Gartner, Inc. (the “Company”) hereby grants you (or the “Grantee”) the number of performance stock units indicated in the notice of grant (a “PSU” or the “PSUs”) under the Company’s Long-Term Incentive Plan, as amended from time to time (the “Plan”) (this type of Award is referred to as Performance Shares under the Plan). The date of this Agreement is February 8, 2024 (the “Grant Date”). Subject to the provisions of Appendix A, Appendix B (each attached hereto) and of the Plan, the principal features of this PSU grant are as follows:
AMENDED & RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by GARTNER, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of September 28, 2020Guarantee and Collateral Agreement • September 28th, 2020 • Gartner Inc • Services-management services • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 28, 2020, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for (x) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Amended and Restated Credit Agreement, dated as of September 28, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GARTNER, INC. (the “Borrower”), the Lenders and the Administrative Agent, and (y) the other Secured Parties (as defined below).
RecitalsEmployment Agreement • December 24th, 1998 • Gartner Group Inc • Services-management services • New York
