Exhibit 10.15b
ADDENDUM NO. 1 TO EMPLOYMENT AGREEMENT
This Addendum No. 1 (the "Addendum") is entered into as of February
1, 2001, between Xxxxxx X. Xxxxx, an individual ("Executive") and Gartner, Inc.
(formerly known as Gartner Group, Inc.), a Delaware corporation (the "Company").
RECITALS
A. Executive and the Company are parties to an Employment Agreement dated
as of August 7, 2000 (the "Employment Agreement"), which provides for Executive
to serve as Chief Marketing Officer for the Company through September 30, 2003.
B. The Company and Executive desire to modify some of the terms of the
Employment Agreement as set forth herein in accordance with corporate guidelines
governing members of the executive leadership team of the Company as authorized
by the Board of Directors of the Company.
AGREEMENT
THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereby agree as follows:
1. Amendments. (a) Section 6(b) of the Employment Agreement is deleted in
its entirety and is replaced with the following:
(b) Involuntary Termination. If at any time during the term of
this Agreement, other than following a Change in Control to
which Section 6(c) applies, the Company terminates the
employment of Executive involuntarily and without Business
Reasons or a Constructive Termination occurs, then in addition
to salary and vacation accrued through the Termination Date,
Executive shall be entitled to receive the following: (i)
continued salary for a period of three years following the
Termination Date at the rate then in effect, payable in
accordance with the Company's regular payroll schedule as in
effect from time to time, (ii) at the Termination Date
Executive's minimum target bonus for the fiscal year in which
the Termination Date occurs plus any unpaid bonus from the
prior fiscal year, (iii) following the end of the fiscal year
in which the Termination Date occurs and management bonuses
have been determined, a pro rata share (based on the
proportion of the fiscal year during which Executive remained
an employee of the Company) of the bonus that would have been
payable to Executive under the bonus plan in excess of
Executive's minimum target bonus for the fiscal year, (iv)
following the end of the first fiscal year following the
fiscal year in which the Termination Date occurs, Executive's
minimum target bonus for such following fiscal year (or, if
the target bonus for such year was not previously set, then
Executive's minimum target bonus for the fiscal year in which
the Termination Date occurred), (v) acceleration in full of
vesting of all outstanding stock options, TARPS and other
equity arrangements subject to vesting and held by Executive
(and in
this regard, all such options and other exercisable rights
held by Executive shall remain exercisable for one year
following the Termination Date, (vi) (A) for three years
following the Termination Date, continuation of group health
benefits at the Company's cost pursuant to the Company's
standard programs as in effect from time to time (or at the
Company's election substantially similar health benefits as in
effect at the Termination Date, through a third party carrier)
for Executive, his spouse and any children, and (B)
thereafter, to the extent COBRA shall be applicable to the
Company, continuation of health benefits for such persons at
Executive's cost, for a period of 18 months or such longer
period as may be applicable under the Company's policies then
in effect, provided the Executive makes the appropriate
election and payments, (vii) continuation of Executive's auto
benefits for one year following the Termination Date, and
(viii) no other compensation, severance or other benefits,
except only that this provision shall not limit any benefits
otherwise available to Executive under Section 6(c) in the
case of a termination following a Change in Control.
Notwithstanding the foregoing, however, the Company shall not
be required to continue to pay the salary or bonus specified
in clauses (i)(iii) or (iv) hereof for any period following
the Termination Date if Executive violates the noncompetition
agreement set forth in Section 11.
(b) Section 6(c)(i) of the Employment Agreement is deleted and the
following is substituted therefor:
(c) Change in Control.
(i) Benefits. If during the term of this Agreement a "Change in
Control" occurs (as defined below), then Executive shall be
entitled to receive the following: (i) salary and vacation
accrued through the date of the Change in Control plus an
amount equal to three years of Executive's salary as then in
effect, payable immediately upon the Change in Control, (ii)
an amount equal to three times Executive's target bonus for
the fiscal year in which the Change in Control occurs (as well
as any unpaid bonus from the prior fiscal year), all payable
immediately upon the Change in Control, (iii) acceleration in
full of vesting of all outstanding stock options, TARPS and
other equity arrangements subject to vesting and held by
Executive (and in this regard, all such options and other
exercisable rights held by Executive shall remain exercisable
one year following the date of the Change in Control, (iv) (A)
continuation of group health benefits at the Company's cost
pursuant to the Company's standard programs as in effect from
time to time (or at the Company's election substantially
similar health benefits as in effect at the Termination Date
(if applicable), through a third party carrier) for Executive,
his spouse and any children, for three years following the
date of the Change in Control (even if Executive ceases
employment), and (B) thereafter, to the extent COBRA shall be
applicable, continuation of health benefits for such persons
at Executive's cost, for a period of 18 months or such longer
period as may be applicable under the Company's policies then
in effect, provided the Executive makes the
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appropriate election and payments, and (v) no other
compensation, severance or other benefits.
(c) Section 6(d) of the Employment Agreement is deleted in its entirety
and the following is substituted therefore:
(d) Termination for Disability. If at any time during the term of
this Agreement other than following a Change in Control to
which Section 6(c) applies Executive shall become unable to
perform his duties as an employee as a result of incapacity,
which gives rise to termination of employment for Disability,
then in addition to salary and vacation accrued through the
Termination Date, Executive shall be entitled to receive the
following: (i) continued salary for a period of three years
following the Termination Date, payable in accordance with the
Company's regular payroll schedule as in effect from time to
time, (ii) at the Termination Date, Executive's minimum target
bonus for the fiscal year in which the Termination Date occurs
(plus any unpaid bonus from the prior fiscal year), (iii)
following the end of the fiscal year in which the Termination
Date occurs and management bonuses have been determined, any
bonus that would have been payable to Executive under the
bonus plan in excess of Executive's target bonus, (iv)
acceleration in full of vesting of all outstanding stock
options held by Executive (and in this regard, all such
options and other exercisable rights held by Executive shall
remain exercisable one year following the Termination Date (v)
(A) for one and one-half years following the Termination Date,
continuation of group health benefits at the Company's cost
pursuant to the Company's standard programs as in effect from
time to time (or at the Company's election substantially
similar health benefits as in effect at the Termination Date,
through a third party carrier) for Executive, his spouse and
any children, and (B) thereafter, to the extent COBRA shall be
applicable to the Company, continuation of health benefits for
such persons at Executive's cost, for a period of 18 months or
such longer period as may be applicable under the Company's
policies then in effect, provided the Executive makes the
appropriate election and payments, and (vi) no other
compensation, severance or other benefits, except only that
this provision shall not limit any benefits otherwise
available to Executive under Section 6(c) in the case of a
termination following a Change in Control. Notwithstanding the
foregoing, however, the Company may deduct from the salary
specified in clause (i) hereof the amount of any payments then
received by Executive under any disability benefit program
maintained by the Company.
2. No Other Modifications. Except as set forth herein, all of the other
provisions of the Employment Agreement shall remain in full force and effect.
Any capitalized terms not defined in this Agreement shall have the definitions
ascribed in the Employment Agreement.
3. Governing, Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of Connecticut.
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The undersigned have executed this Amendment as of February 1, 2001.
GARTNER, INC.
BY /s/ [ILLEGIBLE] /s/ XXXXXX X. XXXXX
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Its XXXXXX X. XXXXX
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