Attached files
file | filename |
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10-K - 10-K - GARTNER INC | it-12312017x10k.htm |
EX-32 - EXHIBIT 32 - GARTNER INC | it-12312017xex32.htm |
EX-31.2 - EXHIBIT 31.2 - GARTNER INC | it-12312017xex312.htm |
EX-31.1 - EXHIBIT 31.1 - GARTNER INC | it-12312017xex311.htm |
EX-23.1 - EXHIBIT 23.1 - GARTNER INC | it-12312017xex231.htm |
EX-21.1 - EXHIBIT 21.1 - GARTNER INC | it-12312017xex211.htm |
SEPARATION AGREEMENT AND RELEASE OF CLAIMS
AGREEMENT made as of October 12, 2017, between GARTNER, INC., a Delaware
corporation having an office located at 56 Top Gallant Road, Stamford, Connecticut ("Gartner")
and Per Anders Waern (the "Employee").
In consideration of the covenants and promises set forth below, Gartner and the Employee,
intending to be bound legally, agree as follows:
1. Separation. Gartner and the Employee have agreed to sever the employment relationship
effective at the close of business on December 15, 2017 the (“Separation Date"). Between
October 12, 2017 and the Separation Date Employee shall be available to assist in the transition
of his duties and to perform other tasks requested of him. An announcement will be made on
October 12, 2017, explaining that Employee will be retiring at the end of December 2017.
2. Severance. Contingent upon full execution and delivery of this Separation Agreement and
Release of Claims, including the Full Release of All Claims attached as Exhibit A (to be signed
within 3 days after the Separation Date “the Supplemental Release”) and expiration of the
respective Revocation Periods with no revocation having been given, Gartner shall provide the
Employee with a severance package consisting of the payments and/or benefits set forth on
Schedule 1 attached hereto. At Employee’s request (but subject to modification based on mutual
agreement between the Company and Employee), all payments will be made in a lump sum on or
before December 31, 2017, and shall be paid net of applicable taxes and withholdings required
by law. Employee will also be entitled to any accrued and unused PTO days, as set forth on
Schedule 1, which will be paid out in a lump sum prior to December 31, 2017. In consideration
of the payments and benefits to Employee set forth in Schedule 1, Employee agrees to make
himself reasonably available to consult with the management of Gartner for transition purposes
during 2018.
3. Benefits. Except as specifically set forth in Paragraph 2 above, Gartner and the Employee
agree that, commencing on the Separation Date, the Employee will not be eligible to receive or
participate in any of the benefits or perquisites offered by Gartner to its employees, including,
without limitation, medical welfare benefits, the employee stock purchase plan, bonus plans,
profit sharing plans, 401(k) plans, stock options, vacation, disability insurance, life insurance and
severance, except as required by applicable law.
4. Continuing Obligations. The Employee acknowledges that the severance and/or other
benefits contained herein constitute substantial consideration to him or her and that s/he restates
his or her commitment to adhere to those obligations to Gartner as are set forth in the Agreement
Regarding Certain Conditions of Employment, including, but not limited to the post termination
restrictions regarding confidential information, non-competition and non-solicitation. Such
agreements and conditions remain in full force and effect and are not amended in any way by
this Agreement.
5. Non-Disclosure. The Employee agrees not to disclose the provisions of this Agreement to
any person or entity, with the exception of the Employee's counsel, accounting and tax advisors,
his/her immediate family, or as required by applicable law. The Employee further agrees to take
all reasonable steps necessary to ensure that confidentially is maintained by any of the
individuals or entities referenced above to whom disclosure is authorized.
6. Anti-Disparagement. The Employee agrees not to make any statement, written or verbal, to
any third party that may be harmful to Gartner or injurious to the goodwill, reputation or
business standing of Gartner at any time in the future.
7. Release of Claims. The Employee, on behalf of Employee and his or her heirs, executors,
administrators, representatives, successors and assigns, in consideration of the terms and
conditions set forth in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, remises, releases and forever discharges Gartner and its
parent, subsidiaries, affiliated corporations, successors and assigns and their respective officers,
directors, shareholders, employees and agents (collectively, the "Releasee") from any and all
claims, damages, actions, causes of action, losses, liabilities, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, judgments, extents, executions, costs and expenses of any nature
whatsoever, including, without limitation, court costs and attorneys' fees, whether or not now
known, claimed or suspected, fixed or contingent, in law or in equity (collectively, the "Claims")
which the Employee now has, has ever had, has ever claimed to have had or may have against
Releasee from the beginning of the world to the date of Employee's execution of this Agreement,
including: any and all Claims for violation of the common law, including, but not limited to,
wrongful discharge of employment, breach of contract - express or implied, negligent or
intentional infliction of emotional distress, negligent or intentional misrepresentations,
negligence, slander, defamation or self-defamation; any and all Claims for violation of any
federal, state, local or municipal rule, regulation or statute, including, but not limited to, alleged
violations of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C.
S621 et seq. (the "ADEA"), National Labor Relations Act, as amended; Title VII of the Civil
Rights Act of 1964, as amended; Sections 1981 through 1988 of Title 42 of the United States
Code; the Employee Retirement Income Security Act of 1974, as amended; the Immigration
Reform Control Act, as amended; the Americans With Disabilities Act of 1990, as amended; the
Family and Medical Leave Act of 1993; the Fair Labor Standards Act, as amended; the
Occupational Safety and Health Act, as amended; the Consolidated Omnibus Budget
Reconciliation Act, as amended; the Connecticut Fair Employment Practices Act, Conn. Gen.
Stat. Secs. 46a-60 et seq., and the Connecticut Wage and Hour Law, Conn. Gen. Stat. Secs. 31-
70 et seq. and all applicable anti-discrimination, anti-retaliation, wage and hour and/or other
employment laws of any state of the United States; any and all Claims for violation of any public
policy having any bearing whatsoever on the terms or conditions of Employee's employment or
cessation of employment with Gartner; any and all Claims arising directly or indirectly out of
Employee's employment by Gartner; and any and all Claims for attorneys' fees and costs.
This Release of Claims does not impair the express obligations of Gartner that are set forth in
this Agreement.
The Employee covenants and agrees that Employee will not assert any claim or initiate any legal
or other action against any Releasee with respect to any matter covered by the foregoing release.
Employee acknowledges and agrees that if Employee or any of his/her representatives, heirs,
executors or administrators should hereafter make against the Releasees any claim or demand or
commence or threaten to commence any action, claim or proceeding otherwise prohibited by this
Agreement, this Paragraph may be raised as a complete bar to any such action, claim or
proceeding and the applicable Releasees may recover from Employee all costs incurred in
connection with such action, claim or proceeding, including attorneys’ fees as allowed pursuant
to applicable law, if it is determined that any such action, claim or proceedings is prohibited by
this Agreement.
This Agreement does not prevent Employee or Employee’s attorney from filing a charge with the
Equal Employment Opportunity Commission (“EEOC”) concerning claims of discrimination,
nor does it prevent Employee from participating in an EEOC investigation, hearing or
proceeding. This Agreement does not limit Employee’s right to receive an award for
information provided to the EEOC in any such investigation, hearing or proceeding.
Employee acknowledges that certain states provide that a general release of claims does not
extend to claims which the Employee does not know or suspect to exist in his or her favor at the
time of executing the release which, if known by the Employee may have materially affected his
or her entering into the release of claims. Being aware that such statutory protection may be
available to him or her, Employee expressly, voluntarily and knowingly waives any arguable
benefit or protection of any such statute in executing this Release, known or unknown.
8. Revocation Period. a) The Employee acknowledges that s/he has seven days after execution
of this Agreement to revoke it.
b) IF THE EMPLOYEE DESIRES TO REVOKE THIS AGREEMENT AFTER EXECUTION,
S/HE MUST NOTIFY GARTNER IN WRITING, WHICH WRITING MUST BE RECEIVED
BY ROBIN KRANICH, AT 56 TOP GALLANT ROAD, STAMFORD, CT 06904 ON OR
BEFORE 11:59 P.M. ON THE SEVENTH DAY AFTER EXECUTION OF THIS
AGREEMENT. IF THE LAST DAY OF THE REVOCATION PERIOD IS A SATURDAY,
SUNDAY OR LEGAL HOLIDAY IN CONNECTICUT, THEN THE REVOCATION PERIOD
SHALL NOT EXPIRE UNTIL THE NEXT FOLLOWING DAY WHICH IS NOT A
SATURDAY, SUNDAY OR LEGAL HOLIDAY. THIS AGREEMENT SHALL NOT
BECOME EFFECTIVE OR ENFORCEABLE, AND THE CONSIDERATION DESCRIBED
ABOVE SHALL NOT BE PAYABLE, UNTIL THE REVOCATION PERIOD HAS EXPIRED
WITHOUT SUCH REVOCATION HAVING BEEN GIVEN.
9. Merger and Integration. Except with respect to the Agreement Regarding Certain Conditions
of Employment referenced above, all prior understandings and agreements between the parties
are merged into this Agreement, which together with the Agreement Regarding Certain
Conditions of Employment, applicable stock option plans and this Separation Agreement and
Release of Claims, collectively, express the complete understanding and agreement between the
parties. Any Gartner policies regarding confidentiality of Gartner or client information remain in
full force and effect and are not altered in any way by this Agreement.
10. Headings. The section headings contained in this Agreement are for convenience of
reference only, are not intended to be a part of this Agreement and shall not be construed to
define, modify, alter or describe the scope or intent of any of the terms, covenants or conditions
of this Agreement.
11. Severability. If any term or provision of this Agreement or the application thereof to any
person, entity or circumstance shall to any extent be determined by a court of competent
jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of
such terms or provisions to such person, entity or circumstance other than those that are held
invalid or unenforceable, shall not be affected thereby, and each other term and provision shall
be valid and enforced to the fullest extent permitted by law. The parties authorize the court to
reduce in scope or modify, if possible, all invalid or unenforceable provisions, so that they
become valid or enforceable.
12. Successors. This Agreement shall be binding upon, and shall inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors and assigns.
13. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the state of Connecticut, without regard to its conflict of laws principles.
14. Waiver of Rights. The Employee understands that there are various state, federal and local
laws that prohibit employment discrimination on the basis of, among other things, age, sex, race,
national origin, religion and disability and that these laws are enforced by various government
agencies. The Employee intends to waive and hereby does waive any right that he may have to
bring a claim against Gartner under the Age Discrimination in Employment Act of 1967 as
amended, and under any other laws regarding employment discrimination with respect to his/her
employment with Gartner.
The Employee specifically acknowledges the following:
a) the Employee has read this Agreement including the full release of claims and
fully understands its terms;
b) the Employee is voluntarily entering into this Agreement knowingly of his or her
own free will and without undue influence or stress;
c) the waiver specifically refers to rights or claims arising under the Age
Discrimination in Employment Act of 1967 as amended;
d) the Employee has not waived any rights arising after the date that s/he executes
this Agreement;
e) the payments and benefits and other considerations provided by this Agreement
are in addition to anything of value to which the Employee is already entitled;
f) the Employee has been advised in writing to consult with an attorney prior to
executing this Agreement and has had an opportunity to review this Agreement
with an attorney;
g) the Employee has been given a period of 21 days to consider this Agreement;
h) the Agreement provides the Employee with a period of 7 days following the
execution of this Agreement to revoke the Agreement;
i) the Agreement will not become effective until the eighth day following execution
by the Employee of this Agreement.
If the Employee signs the Agreement prior to the expiration of the period given to Employee
within which to consider this Agreement, s/he does so voluntarily and of his/her own free will.
15. Arbitration. The parties agree that, to the extent permitted by applicable law, any dispute
arising under this Agreement that is not resolved shall be decided by arbitration under the JAMS
Employment Arbitration Rules and Procedures, either by JAMS or such other private arbitration
service agreed upon by the parties. Such arbitration shall take place before one arbitrator in
Stamford, Connecticut, unless the parties mutually agree upon a different location. The cost of
the arbitration shall be paid by the non-prevailing party, as allowed pursuant to applicable law.
16. Amounts Owed To Gartner. Employee acknowledges and agrees that this Separation
Agreement and Release of Claims does not operate as a waiver by Gartner of any sums owed by
Employee to Gartner, including but not limited to those resulting from duplicative or erroneous
payments, commissions paid but not earned (including business takedowns and overdraws),
unaccrued PTO days taken, unpaid loan balances, unreturned Company property, or any other
reason. Employee reaffirms his or her obligation to repay any such sums determined to be owed
to Gartner and to return any Company property in his or her possession, and acknowledges that
Gartner may withhold and offset such sums (including but not limited to the value of any
unreturned Company property) from any amounts otherwise payable to Employee under this
Agreement.
17. Tax Consequences.
a) The Company makes no representations or warranties with respect to the tax consequences of
the payments and any other consideration provided to Employee or made on Employee’s behalf
under the terms of this Agreement. Employee agrees and understands that he or she is
responsible for payment, if any, of local, state, and/or federal taxes on the payments and any
other consideration provided hereunder by the Company and any penalties or assessments
thereon.
b) Section 409A. It is intended that this Agreement comply with, or be exempt from, Section
409A of the Internal Revenue Code of 1986, as amended, and the final regulations and official
guidance thereunder (“Section 409A”), and any ambiguities herein will be interpreted to so
comply and/or be exempt from Section 409A. Each payment and benefit to be paid or provided
under this Agreement is intended to constitute a series of separate payments for purposes of
Section 1.409A-2(b)(2) of the Treasury Regulations. Payments provided under this Agreement
may only be made upon an event and in a manner that complies with Section 409A or an
applicable exemption, and any payments under this Agreement that may be excluded from
Section 409A either as separation pay due to an involuntary separation from service or as a short-
term deferral shall be excluded from Section 409A to the maximum extent possible. The
Company makes no representations that the payments and benefits provided under this
Agreement comply with Section 409A. In no event will any of the Releasees be liable for or
reimburse Employee for all or any portion of any taxes, penalties, interest or other expenses that
may be incurred by Employee as a result of Section 409A.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
/s/ Per Anders Waern Date: 10/12/2017
Name: Per Anders Waern
GARTNER, INC.
_/s/ Jules P. Kaufman__________________ Date: 10/12/2017
By: __Jules P. Kaufman______________ Title: EVP, General Counsel & Secretary
Schedule 1
Severance Package
Name: Per Anders Waern
Separation Date: December 15, 2017
Weeks of Severance: 52 weeks, at current base salary.
Bonus: $348,708.00, less applicable taxes
Benefits: Subject to (a) Employee’s timely completion and
submission of the required documentation to continue his
existing group medical coverage under COBRA for
Employee and any covered family members, and (b)
Employee’s ongoing payment of the premium for such
coverage at the active associate rate, Gartner will pay the
balance of the premium for a maximum period of 12
months.
Relocation: Gartner will pay, in the final pay period in December 2017,
$50,000 (subject to tax withholding) which the Employee
may use towards Employee’s relocation to Sweden.
Tax preparation assistance: Gartner will pay, in the December 15, 2017 pay period,
$30,000 (subject to tax withholding) which the Employee
may use towards funding tax preparation. It would be
expected that Employee will directly engage a tax
preparation provider of his choice.
Other tax consideration: Gartner will pay, in the December 15, 2017 pay period,
$15,000 (subject to tax withholding). This amount is in
consideration of the potential Medicare taxation applied to
Employee’s future release of deferred compensation.
Other cash payment consideration: Gartner will pay, in the December 15, 2017 pay period,
$70,000 (subject to tax withholding).
PTO payable: Gartner will pay, in the December 15, 2017 pay period, 25
days of unused, but accrued PTO equal to a value of
$44,706, subject to withholding.
Vesting of Equity Unvested Stock Appreciation Rights and Performance
Stock Units that were otherwise scheduled to vest in the 12
months following the separation date will vest on your
Separation Date. All vesting equity is subject to tax
withholding. For clarity, Exhibit B reflects a schedule of
the number of equity units that are subject to retirement
eligibility within the Plan.