Gartner 8-K 2011
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
ITEM 5.02. COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 13, 2011, Gartner, Inc. (the Company) entered into an Amended and Restated Employment Agreement with Eugene A. Hall pursuant to which Mr. Hall will continue to serve as chief executive officer of the Company (the 2011 CEO Agreement). The 2011 CEO Agreement amends and restates the previous employment agreement with Mr. Hall dated February 1, 2007, as amended and restated on December 31, 2008.
The principal changes effected by the 2011 CEO Agreement are as follows:
Should any payments received by Mr. Hall upon a Change In Control constitute a parachute payment within the meaning of IRC Section 280G, Mr. Hall may elect to receive either the full amount of his Change In Control payments, or such lesser amount as will ensure that no portion of his severance and other benefits will be subject to excise tax under IRC Section 4999.
The 2011 CEO Agreement utilizes the Companys 2003 Long-Term Incentive Plan definition of Change In Control which currently provides that a Change In Control will occur when (i) any person becomes the beneficial owner of 50% of the Companys voting securities, (ii) there is a merger or consolidation of the Company with another company and the Companys outstanding securities represent less than 50% of the voting securities of the combined entity, (iii) there is a completed sale of all or substantially all of the Companys assets and (iv) there is a change in the composition of the Companys Board occurring within a one year period, as a result of which fewer than a majority of the directors on the board remain.
The foregoing description of the 2011 CEO Agreement is not complete and is qualified in its entirety by reference to the Amended and Restated Employment Agreement dated as of April 13, 2011 between Gartner, Inc. and Eugene A. Hall, a copy of which will be filed as an exhibit to Gartners Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 pursuant to Regulation S-K, Item 601(a)(4).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.