GARTNER GROUP, INC.
1993 DIRECTOR STOCK OPTION PLAN
(As amended through April 14, 2000)
1. Purpose of the Plan. The purpose of this 1993 Director Stock Option Plan is to attract and retain highly
qualified personnel to serve as Outside Directors of the Company.
All options granted hereunder shall be "non-statutory stock options". In addition, Common Stock Equivalents
may be granted under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" means the Common Stock of the Company.
(d) "Common Stock Equivalent" means an unfunded and unsecured right to receive Shares in the future that may
be granted to an Outside Director pursuant to Section 5.
(e) "Company" means Gartner Group, Inc., a Delaware corporation.
(f) "Continuous Status as a Director" means the absence of any interruption or termination of service as a
(g) "Director" means a member of the Board and, except for the purposes of determining the eligibility for grants
of options, shall also mean any person appointed as a Director Emeritus in accordance with the Company's
(h) "Employee" means any person, including officers and Directors, employed by the Company or any Parent or
Subsidiary of the Company, who is not a beneficial owner of or representative of a beneficial owner of more than
5% of the Corporation's outstanding stock. The payment of a Director's fee by the Company shall not be
sufficient in and of itself to constitute "employment" by the Company.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(j) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market system, including
without limitation the National Market System of the National Association of Securities Dealers, Inc. Automa