EXHIBIT 99.A.1.B

EX-99.A.1.B 3 y12112exv99waw1wb.htm EX-99.A.1.B: FORM OF ELECTION AGREEMENT EXHIBIT 99.A.1.B

99.1(a)(1)(B)

Gartner, Inc. Stock Option Repurchase Program

Election Agreement

To make your elections, please check the appropriate box below. If you select “Tender all Eligible Options”, you must also check the box marked “I agree to these Terms and Conditions” and sign and print your name and date where indicated.

Eligible

Offered Price

Option

Options

Per Eligible

Total

Grant #

Grant Date

Exercise Price

Granted

Outstanding

Option

Offered Price

o Tender all Eligible Options

o Do Not Tender Eligible Options


	In order for your election to be valid, Mellon must receive your signed Election Agreement by 9 P.M., New York City Time, on September 19, 2005. Please read the Terms and Conditions below and follow the instructions to finalize this Election Agreement.

Note that if you are an employee of Gartner in Brazil you must mail a copy of your signed election form to Mellon at: Mellon Investor Services LLC, Attn: Reorganization Dept., P.O. Box 3301, South Hackensack, NJ 07606, USA.

GARTNER, INC. STOCK OPTION REPURCHASE PROGRAM

TERMS AND CONDITIONS:

Tender and Receipt of Election Agreement: Mellon’s receipt of your properly completed and signed Election Agreement is not by itself an acceptance of your options for tender. For purposes of the offer to purchase, Gartner will be deemed to have accepted options for tender that are validly tendered and not properly withdrawn when Gartner gives notice to the option holders generally of Gartner’s acceptance for tender of such options, which notice may be made by e-mail or other method of communication.

Gartner will not accept any alternative, conditional or contingent elections. By signing this Election Agreement, you waive any right to receive any notice of the receipt of the tender of your options, except as provided for in the Offer to Purchase. Any confirmation of receipt will merely be a notification that we have received your Election Agreement and does not mean that your options have been cancelled.

Changing your Election: To withdraw your tendered options, you must submit a new Election Agreement to Mellon before the expiration date by following the procedures described in the Offer Documents. Your new Election Agreement must include the required information, and if specified in the Offer Documents you must submit a new signed Election Agreement.

If you log back into the Election Agreement, change your election and submit your election, your previous election will be voided and you must follow all of the instructions to complete your new Election Agreement. This is true even if the end result is the same choice as your previous election. Your new Election Agreement will not be complete until you follow the procedures to sign and return this Election Agreement by mail.

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	If you make a new election choice and do not properly complete the Election Agreement process your previous Election Agreement and your new Election Agreement will both be voided and you will be deemed to have chosen not to participate.

Gartner Control of Program: Gartner will determine, in its discretion, all questions as to validity, form, eligibility, including time of receipt, and acceptance of any options. Gartner’s determination of these matters will be final and binding on all parties. Gartner reserves the right to reject any Election Agreement or any options elected to be tendered that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we will accept all properly tendered options that are not validly withdrawn.

Gartner also reserves the right to waive any of the conditions of the offer or any defect or irregularity in any tender of any particular options or for any particular option holder, provided that if it grants any such waiver, it will be granted with respect to all option holders and tendered options. No tender of options will be deemed to have been properly made until all defects or irregularities have been cured by the tendering option holder or waived by Gartner. Neither Gartner nor any other person is obligated to give notice of any defects or irregularities in tenders, nor will anyone incur any liability for failure to give any notice. This is a one-time offer, and Gartner will strictly enforce the election deadline, subject only to an extension that it may grant in its sole discretion.

Agreed Terms and Conditions:


	1. I agree and confirm that my election choice is that indicated in the table on the Election Agreement.

	2. By participating in the Gartner stock option repurchase program, I agree to all of the terms of the offer set forth in the Offer Documents and I acknowledge and accept the risks set forth in the Offer Documents.

	3. I agree that: (i) participation in the stock option repurchase is voluntary; and (ii) if, prior to the expiration date, I exercise any options that I have tendered, those options will be withdrawn from my tender and the remainder of my eligible options will continue to be treated as tendered.

	4. By participating in the Gartner stock option repurchase program, I agree to give up all rights I may have with respect to the options that I elect to tender and I acknowledge that the cancelled options will not be reinstated for any reason.

	5. I agree that decisions with respect to future grants under any Gartner employee stock plan, if any, will be at the sole discretion of Gartner.

	6. I agree that: (i) the repurchase program is discretionary in nature and may be suspended or terminated by Gartner at any time prior to the cancellation of the existing options; (ii) Gartner may, at its discretion, refuse to accept my election to participate; and (iii) the repurchase program is a one-time offer which does not create any contractual or other right to receive future offers, or benefits in lieu of offers.

	7. I agree that: (i) the future value of the Gartner common stock is unknown and cannot be predicted with certainty; and (ii) no claim or entitlement to compensation or damages arises if the stock price increases above my the option price and I irrevocably release Gartner and its subsidiaries from any such claim that may arise.

	8. I agree that: (i) the value of any options cancelled, promised or granted pursuant to the stock option repurchase program is an extraordinary item of income which is outside the scope of the employment contract; (ii) the value of any options cancelled pursuant to the stock option repurchase program is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

	9. Neither my participation in the Gartner stock option repurchase program nor this Election Agreement shall be construed so as to grant me any right to remain in the employ of Gartner or any of its

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subsidiaries and shall not interfere with the ability of my current employer to terminate my employment relationship at any time with or without cause (subject to the terms of my employment contract, if any).

      10. For the exclusive purpose of implementing, administering and managing my participation in the stock option repurchase program, I hereby explicitly and unambiguously consent to the collection, receipt, use, retention and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my employer and Gartner and its subsidiaries. I understand that Gartner and my employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in Gartner, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the stock option repurchase program (“Data”). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the stock option repurchase program, that these recipients may be located in my country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local HR department representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the offer to purchase. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the stock option repurchase program. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local HR department representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the offer to purchase. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local HR department representative.

      11. Regardless of any action that Gartner or a subsidiary of Gartner takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding related to the repurchase (“Applicable Withholdings”), I acknowledge that the ultimate liability for all Applicable Withholdings is and remains my sole responsibility. In that regard, I authorize Gartner and/or its subsidiaries to withhold all Applicable Withholdings legally payable by me from my wages or other cash payment paid to me by Gartner and/or its subsidiaries. Finally, I agree to pay to Gartner or its subsidiary any amount of Applicable Withholdings that Gartner or its subsidiary may be required to withhold as a result of my participation in the stock option repurchase program if Gartner does not satisfy the Applicable Withholding through other means.

      12. The Offer Documents are incorporated herein by reference. The Offer Documents and this Election Agreement constitute the entire agreement between me and Gartner with respect to the subject matter hereof and supersede in their entirety all prior agreements (including stock option agreements relating to tendered stock options) with respect to the subject matter hereof. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.

      13. I agree that participation in the Gartner stock option repurchase program is governed by the terms and conditions set forth in the Offer Documents and this Election Agreement. I have received the Offer Documents and I have had an opportunity to obtain the advice of counsel prior to electing to participate in the stock option repurchase. I agree to accept as binding, conclusive and final all decisions or interpretations of Gartner upon any questions relating to the stock option repurchase and this Election Agreement.

      14. I acknowledge that I may be executing part or all of this Election Agreement in English and I agree to be bound accordingly.

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o I Agree to these Terms and Conditions.

Signature:

Name:

Date:

If you need help, please contact the Mellon call center:

+1-888-451-6741 (toll-free within the United States) or

+1-201-373-5156 (by reverse charges if required) outside the United States

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	subsidiaries and shall not interfere with the ability of my current employer to terminate my employment relationship at any time with or without cause (subject to the terms of my employment contract, if any).

	10. For the exclusive purpose of implementing, administering and managing my participation in the stock option repurchase program, I hereby explicitly and unambiguously consent to the collection, receipt, use, retention and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, my employer and Gartner and its subsidiaries. I understand that Gartner and my employer hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in Gartner, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the purpose of implementing, administering and managing the stock option repurchase program (“Data”). I understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the stock option repurchase program, that these recipients may be located in my country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local HR department representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing my participation in the offer to purchase. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the stock option repurchase program. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local HR department representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the offer to purchase. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local HR department representative.

	11. Regardless of any action that Gartner or a subsidiary of Gartner takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding related to the repurchase (“Applicable Withholdings”), I acknowledge that the ultimate liability for all Applicable Withholdings is and remains my sole responsibility. In that regard, I authorize Gartner and/or its subsidiaries to withhold all Applicable Withholdings legally payable by me from my wages or other cash payment paid to me by Gartner and/or its subsidiaries. Finally, I agree to pay to Gartner or its subsidiary any amount of Applicable Withholdings that Gartner or its subsidiary may be required to withhold as a result of my participation in the stock option repurchase program if Gartner does not satisfy the Applicable Withholding through other means.

	12. The Offer Documents are incorporated herein by reference. The Offer Documents and this Election Agreement constitute the entire agreement between me and Gartner with respect to the subject matter hereof and supersede in their entirety all prior agreements (including stock option agreements relating to tendered stock options) with respect to the subject matter hereof. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.

	13. I agree that participation in the Gartner stock option repurchase program is governed by the terms and conditions set forth in the Offer Documents and this Election Agreement. I have received the Offer Documents and I have had an opportunity to obtain the advice of counsel prior to electing to participate in the stock option repurchase. I agree to accept as binding, conclusive and final all decisions or interpretations of Gartner upon any questions relating to the stock option repurchase and this Election Agreement.

	14. I acknowledge that I may be executing part or all of this Election Agreement in English and I agree to be bound accordingly.