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 "Company"), and Maureen O'Connell (the

"Executive") and dated as of September 15, 2004 (the "Execution Date"). This

Separation Agreement shall become effective on the Effective Date (as defined in

Section IX.B.).



            In consideration of the promises set forth in this Separation

Agreement, the Parties hereby agree as follows:



I.    TERMINATION OF EMPLOYMENT



      A. Executive and the Company (the "Parties") hereby agree that Executive's

position as President and Chief Operating Officer of the Company will be

eliminated, and any and all appointments she holds with any affiliates or

subsidiaries of the Company, whether as officer, director, employee, consultant,

agent or otherwise, shall cease, as of October 21, 2004 (the "Termination

Date"). Effective as of the Termination Date, Executive shall have no authority

to act on behalf of the Company or any of its respective affiliates or

subsidiaries, and shall not hold herself out as having such authority or

otherwise act in an executive or other decision-making capacity. From the

Execution Date through the Termination Date, Executive shall continue to receive

salary and all benefits and perquisites to which she was entitled immediately

prior to September 15, 2004 and, unless otherwise instructed by the Chief

Executive Officer of the Company (the "CEO") in accordance with the following

sentence, Executive shall continue to function as the President and Chief

Operating Officer of the Company.



      B. On the Termination Date, Executive agrees to execute and not revoke a

release identical in substance to the release contained in Section VII below,

covering the time period from the Execution Date through the Termination Date;

provided, however, the Parties agree to modify the release to comply with any

new laws which may become applicable. If Executive refuses to sign or revokes

such a release, Executive shall be deemed to have failed to abide by the

material terms of this Separation Agreement.



II.   ENTITLEMENTS



            In lieu of all payments and benefits specified in the Employment

Agreement between the Company and Executive dated October 15, 2002 and effective

as of September 23, 2002 (the "Employment Agreement"), the Company shall provide

Executive the following payments and benefits:



      A. Unpaid Salary and PTO. Executive's earned but unpaid "Base Salary" and

"PTO" (each as defined in the Employment Agreement) through the Termination Date

in accordance with the Company's regular payroll procedures.





                                  Page 1 of 10

{PAGE}

      B. Separation Payment. Within ten (10) days of the Effective Date, a

single lump sum payment equal to $3,162,500.00, less applicable tax withholding

(the "Separation Payment").



      C. Health Coverage. Executive will receive continuation of group health

benefits (1) for two years following the Termination Date (or until Executive

obtains other employment, if earlier), with premiums for such coverage paid by

the Company and coverage provided 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, her spouse and any children, and, (2) thereafter, to the

extent COBRA shall be applicable to the Company and such persons are then

eligible for COBRA, 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.



      D. Stock Options, TARPS and Other Equity Arrangements. Executive is

entitled to continued vesting for a two-year period following the Termination

Date of all outstanding stock options, TARPs and other equity arrangements

granted to Executive and held by Executive on the Termination Date. In addition,

all outstanding options held by Executive on the Termination Date shall remain

exercisable until October 21, 2007 (subject to the terms of the applicable

Company stock plan). Notwithstanding the foregoing, no award may be exercised

following the expiration of its ten-year term.



      E. Car. Executive will continue to have use of the car currently provided

to her by the Company, on the same terms as in effect with the Company prior to

the Termination Date, until December 31, 2004. After December 31, 2004, the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC