CMO Addendum to Employment Agreement - Robert E. Knapp

ADDENDUM NO. 1 TO EMPLOYMENT AGREEMENT


This Addendum No. 1 (the "Addendum") is entered into as of February 1, 2001, between Robert E. Knapp, 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 Dat ...