GARTNER, INC. 2003 LONG-TERM INCENTIVE PLAN STOCK APPRECIATION RIGHT AGREEMENT Grant # ________ NOTICE OF GRANT
Exhibit 10.1
Grant # ________
NOTICE OF XXXXX
Xxxxxxx, Inc. (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (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 [DATE] (the “Grant Date”). In general, the latest date this SAR will expire is [DATE]
(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:
Number of Shares to which this SAR pertains: [NUMBER]
Exercise Price per Share: $0.0005
Vesting Commencement Date: [DATE]
Vesting Schedule:
Twenty-five percent (25%) of the Shares to which this SAR pertains shall vest on the one (1)
year anniversary of the Vesting Commencement Date, and twenty-five percent (25%) of the
Shares to which this SAR pertains shall vest on each subsequent anniversary of the Vesting
Commencement Date, subject to Grantee’s Continued Service through each such date.
Event Triggering | Maximum Time to Exercise | |
Termination of SAR: | After Triggering Event*: | |
Termination of Service due to Disability
|
6 months | |
Termination of Service due to death
|
1 year | |
All other Terminations of Service
|
90 days |
* | However, in no event may this SAR be exercised after the Expiration Date. |
Your signature below indicates your agreement and understanding that this SAR is subject to
all of the terms and conditions contained in this the Plan and this SAR Agreement (the
“Agreement”), which includes this Notice of Grant and Appendix A. For example, important
additional information on vesting and termination of this SAR is contained in Paragraphs 3 through
5 of Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE
SPECIFIC TERMS AND CONDITIONS OF THIS SAR.
GARTNER, INC. | GRANTEE | |||||
By |
||||||
Title: | [NAME] |
APPENDIX A
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Grantee expressly consents to the withholding of Shares and to any cash or Share withholding
as provided for in this paragraph 10. All income and other taxes related to the SAR award and any
Shares delivered in payment thereof are the sole responsibility of the Grantee.
17. Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of Connecticut, other than its conflicts of laws provisions.
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more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and
phrases used and not defined in this Agreement shall have the meaning set forth in the Plan.
“Continued Service” means that your employment relationship is not
interrupted or terminated by you, the Company, or any Parent or Subsidiary of
the Company. Your employment relationship will not be considered interrupted
in the case of: (i) any leave of absence approved in accordance with the
Company’s written personnel policies, including sick leave, family leave,
military leave, or any other personal leave; or (ii) transfers between
locations of the Company or between the Company and any Parent, Subsidiary or
successor; provided, however, that, unless otherwise provided in the
Company’s written personnel policies, in this Agreement or under applicable
laws, rules or regulations, or unless the Committee has otherwise expressly
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provided for different treatment with respect to this Agreement, (x) no such
leave may exceed ninety (90) days, and (y) any vesting shall cease on the
ninety-first (91st) consecutive date of any leave of absence
during which your employment relationship is deemed to continue and will not
recommence until such date, if any, upon which you resume service with the
Company, its Parent, Subsidiary or successor. If you resume such service in
accordance with the terms of the Company’s military leave policy, upon
resumption of service you will be given vesting credit for the full duration
of your leave of absence. Continuous employment will be deemed interrupted
and terminated for an Employee if the Grantee’s weekly work hours change from
full time to part time. Part-time status for the purpose of vesting
continuation will be determined in accordance with policies adopted by the
Company from time to time, which policies, if any, shall supersede the
determination of part-time status set forth in the Company’s posted “employee
status definitions”.
“Disability” means total and permanent disability as defined in
Section 22(e)(3) of the Code.
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