This Employment Agreement (the "Agreement") is entered into as of November 12, 1998, by and between
Manuel A. Fernandez, an individual ("Executive") and Gartner Group, Inc., a Delaware corporation (the
A. Executive is currently Chairman of the Board and Chief Executive Officer of the Company. Executive has
served as Chief Executive Officer since April 1991 and as Chairman of the Board since April 1994, and also
served as President of the Company from January 1991 to September 30, 1997. The parties have previously
agreed that Executive shall cease to serve as Chief Executive Officer of the Company commencing December
B. The Company and Executive have previously entered into an Employment Agreement dated as of February,
1998, as modified by the Addendum thereto dated August 24, 1998 (the "Prior Agreement"). The Company and
Executive desire to amend the Prior Agreement as provided herein.
C. The Company and Executive desire to provide for Executive's continued employment with the Company upon
and subject to the terms and conditions set forth herein.
Therefore, in consideration of the mutual covenants contained herein, the parties hereby agree as follows:
1. Employment. Executive will continue to serve as Chairman and Chief Executive Officer of the Company until
December 31, 1998, and thereafter shall continue to serve the Company as Chairman of the Board through the
remainder of the Employment Term specified in Section 3. Executive will report to the Board of Directors and
will render such services consistent with the respective foregoing roles as the Board of Directors may from time
to time direct.
2. Board of Directors. During the Employment Term, the Company shall include Executive on the Company's
slate of nominees to be elected to the Board of Directors of the Company at each annual meeting of stockholders
of the Company, shall use its best efforts to cause Executive to be elected to the Board of Direc