Gartner Inc – ‘10-K’ for 9/30/98 – EX-10.23

As of:  Thursday, 12/24/98   ·   For:  9/30/98   ·   Accession #:  950146-98-2141   ·   File #:  1-14443

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         39    296K 
 2: EX-10.17    Employment Agreement                                  12     68K 
 3: EX-10.18    Employment Agreement                                  12     66K 
 4: EX-10.19    Employment Agreement                                  12     64K 
 5: EX-10.20    Employment Agreement                                  12     64K 
 6: EX-10.21    Employment Agreement                                  12     64K 
 7: EX-10.22    Employment Agreement                                  12     63K 
 8: EX-10.23    Addendum to Employment Agreement                       2±    12K 
 9: EX-10.24    Employment Agreement                                  13     61K 
10: EX-10.25    Employment Agreement                                  13     61K 
11: EX-10.26    Employment Agreement                                  13     60K 
12: EX-10.27    Employment Agreement                                  13     60K 
13: EX-21.1     Subsidiaries of Registrant                             1      9K 
14: EX-23.1     Auditors' Consent                                      1      8K 
15: EX-27.1     Financial Data Schedule                                1      8K 

EX-10.23   —   Addendum to Employment Agreement
Exhibit Table of Contents

      ADDENDUM TO EMPLOYMENT AGREEMENT

      This Addendum to Employment Agreement (this "Addendum") is entered into as
of August 24, 1998 by and between Manuel A. Fernandez, an individual            
("Executive") and Gartner Group, Inc., a Delaware Corporation (the "Company").  

      Recitals

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.               

     B. The Company and Executives desired to provide for continued employment
of Executive hereafter as Chairman of the Board of the Company.                 

   C. The Company and Executive have previously entered into an Employment
Agreement dated as of February, 1998 (the "Agreement"). The Company and         
Executive desire to amend the Agreement as provided in this Addendum, to provide
for the change in Executive's position with the Company to Chairman of the      
Board.                                                                          

      Addendum

     Therefore, in consideration of the mutual covenants contained herein, the
parties hereby agree as follows:                                                

A.  Change  in  Position.  Section  1 of the  Agreement  is hereby  
amended to read in full as follows:                                             

     "1. Employment. From and after January 1, 1999, Executive will continue
to serve the Company as Chairman of its Board of Directors, for 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 role of Chairman 
of the Board of Directors as the Board of Directors may from time to time       
direct."                                                                        

  B. Related Modification Required. Section 8(d)(A)(i) of the Agreement,
defining one element of a "Constructive Termination" under the Agreement, shall 
be amended to read in full as follows: "Executive's position changes as a result
of an action of the Company's such that Executive is no longer Chairman of the  
Board of the Company reporting to the Company's Board of Directors."            

   C. Continued Force and Effect. Except as expressly provided hereby, the
Agreement shall continue in full force and effect.                              

 This Addendum may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same 
instrument.                                                                     

      IN WITNESS THEREOF, each of the parties has executed this Addendum, in the
case of the Company by its duly authorized officer, as of the day and year first
above written.                                                                  

COMPANY                                   EXECUTIVE                           

GARTNER GROUP, INC.                       Manuel A. Fernandez                 

 By:_________________________              _____________________________________
John F. Halligan,                                                       
Chief Financial Officer                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		1/1/99
Filed on:		12/24/98		DEF 14A
For Period End:		9/30/98
		8/24/98		8-A12B
		9/30/97		10-K
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