GARTNER GROUP, INC.
1998 LONG TERM STOCK OPTION PLAN
(As amended and restated October 12, 1999)
1. Purposes of the Plan. The purposes of this 1998 Long Term Stock Option Plan (the "Plan") are:
o to attract and retain quality personnel for positions of substantial responsibility,
o to create additional incentive for senior personnel of the Company by offering long term equity participation in
the Company, and
o to promote the long-term success of the Company's business.
Awards granted under the Plan may be Options or Time Accelerated Restricted Stock. 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
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) "Award" means a grant of Options and/or Time Accelerated Restricted Stock.
(d) "Board" means the Board of Directors of the Company.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means a Committee appointed by the Board in accordance with Section 4 of the Plan.
(g) "Common Stock" means the Common Stock, Class A, par value $.0005, of the Company.
(h) "Company" means Gartner Group, Inc., a Delaware corporation.
(i) "Continuous Status as an Employee " means that the employment relationship with the Company, any Parent,
or Subsidiary, is not interrupted or terminated. Continuous Status as an Employee shall not be considered
interrupted in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of
the Company or between the C