EXHIBIT 10.16 (a)
GARTNER GROUP, INC.
1996 LONG TERM STOCK OPTION PLAN
AS AMENDED AND RESTATED FEBRUARY 24, 1997
1. Purposes of the Plan. The purposes of this 1996 Long Term Stock Option Plan (the "Plan") are:
- to attract and retain quality personnel for positions of substantial responsibility,
- to create additional incentive for senior personnel of the Company by offering long term equity participation in
the Company, and
- to promote the long-term success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined
by the Administrator at the time of grant and subject to the applicable provisions of Section 422 of the Code and
the regulations promulgated thereunder.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees as shall administer the Plan in accordance with
Section 4 of the Plan.
(b) "Applicable Laws" means the legal requirements relating to the administration of stock option plans under
state corporate and securities laws and the Code.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means a Committee appointed by the Board in accordance with Section 4 of the Plan.
(f) "Common Stock" means the Common Stock, Class A of the Company.
(g) "Company" means Gartner Group, Inc., a Delaware corporation.
(h) "Consultant" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to
render services and who is compensated for such services. The term "Consultant" shall not include Directors who
are paid only a director's fee by the Company or who are not compensated by the Company for their services as
(i) "Continuous Status as an Employee or Consultant" means that the employment or consulting relationship with
the Company, any Parent, or Subsidiary, is not interrupted or terminated. Continuou