ADDENDUM TO EMPLOYMENT AGREEMENT
This Addendum to Employment Agreement (this "Addendum") is entered into as
of August 24, 1998 by and between Xxxxxx X. Xxxxxxxxx, an individual
("Executive") and Gartner Group, Inc., a Delaware Corporation (the "Company").
Recitals
A. Executive is currently Chairman of the Board and Chief Executive
Officer of the Company. Executive has served as Chief Executive Officer since
April 1991 and as Chairman of the Board since April 1994, and also served as
President of the Company from January 1991 to September 30, 1997.
B. The Company and Executives desired to provide for continued employment
of Executive hereafter as Chairman of the Board of the Company.
C. The Company and Executive have previously entered into an Employment
Agreement dated as of February, 1998 (the "Agreement"). The Company and
Executive desire to amend the Agreement as provided in this Addendum, to provide
for the change in Executive's position with the Company to Chairman of the
Board.
Addendum
Therefore, in consideration of the mutual covenants contained herein, the
parties hereby agree as follows:
A. Change in Position. Section 1 of the Agreement is hereby
amended to read in full as follows:
"1. Employment. From and after January 1, 1999, Executive will continue
to serve the Company as Chairman of its Board of Directors, for the remainder of
the Employment Term specified in Section 3. Executive will report to the Board
of Directors and will render such services consistent with the role of Chairman
of the Board of Directors as the Board of Directors may from time to time
direct."
B. Related Modification Required. Section 8(d)(A)(i) of the Agreement,
defining one element of a "Constructive Termination" under the Agreement, shall
be amended to read in full as follows: "Executive's position changes as a result
of an action of the Company's such that Executive is no longer Chairman of the
Board of the Company reporting to the Company's Board of Directors."
C. Continued Force and Effect. Except as expressly provided hereby, the
Agreement shall continue in full force and effect.
This Addendum may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS THEREOF, each of the parties has executed this Addendum, in the
case of the Company by its duly authorized officer, as of the day and year first
above written.
COMPANY EXECUTIVE
GARTNER GROUP, INC. Xxxxxx X. Xxxxxxxxx
By:_________________________ _____________________________________
Xxxx X. Xxxxxxxx,
Chief Financial Officer
