UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 8, 2016
GARTNER, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-14443 | 04-3099750 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
P.O. Box 10212
56 Top Gallant Road
Stamford, CT 06902-7700
(Address of Principal Executive Offices, including Zip Code)
(203) 316-1111
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.02. | COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On February 8, 2016, the Compensation Committee of the Board of Directors of Gartner, Inc. (the “Company” or “Gartner”) approved the following compensatory arrangements for the Company’s principal executive officer (Eugene A. Hall); principal financial officer (Craig W. Safian); and named executive officers (as most recently set forth in the Company’s 2015 proxy statement dated April 14, 2015) who presently serve as executive officers of the Company (Alwyn Dawkins - senior vice president, events and Per Anders Waern - senior vice president, consulting) (collectively, Messrs. Hall, Safian, Dawkins and Waern are referred to herein as the “Officers”) as follows:
2016 Executive Performance Bonus Plan.
The Compensation Committee approved and made Gartner’s 2016 Executive Performance Bonus Plan award and established 2016 target bonus amounts that may be earned by Messrs. Hall, Safian, Dawkins and Waern of $953,607; $360,500; $315,982; and $315,982, respectively. These target bonus amounts (100%) will be adjusted from 0% to 200% of target based upon achievement of the performance metrics set by the Compensation Committee relating to 2016 EBITDA (50%) and Total Contract Value (TCV) measured at December 31, 2016 (50%), and certification of such achievement by the Compensation Committee in February 2017. The target amounts represent 105% of base salary for Mr. Hall and 70% of base salary for each of Messrs. Safian, Dawkins and Waern.
2016 Long - Term Incentive Award.
The Compensation Committee approved and made 2016 annual long-term incentive equity awards to the Officers under our stockholder-approved 2014 Long-Term Incentive Plan consisting of Stock Appreciation Rights (SARs) and Performance Stock Units (PSUs) as follows:
| Name | Number of SARs | Target Number of PSUs* | ||
| Eugene A. Hall | 145,703 | 70,057 | ||
| Craig Safian | 25,977 | 12,490 | ||
| Alwyn Dawkins | 21,675 | 10,422 | ||
| Per Anders Waern | 21,675 | 10,422 |
| * | Adjusted as described in the narrative below |
Stock Appreciation Rights. The Stock Appreciation Rights Agreements provide for the grant of a number of stock appreciation rights that will be paid in shares of Gartner common stock once the applicable vesting criteria have been met. Assuming continued service through each vesting date, the SARs vest in four equal annual installments commencing February 8, 2017 and expire 7 years from grant. Upon exercise of the SARs, the Officer must pay a purchase price per share equal to the value of Gartner’s common stock on the date of grant ($80.06), or the Officer may settle the SARs by allowing the Company to withhold a sufficient number of shares that is equal in value to the aggregate exercise price. The Company will withhold a portion of the shares subject to the grant to cover applicable tax withholding.
Performance Units. The Performance Stock Unit Agreements provide for the grant of a target number of PSUs that will be paid in shares of Gartner common stock once the applicable vesting criteria have been met. The actual number of PSUs granted depends upon achievement of a performance metric set by the Compensation Committee relating to Gartner’s TCV measured at December 31, 2016. The target number of PSUs will be adjusted from 0% and 200% of target based upon achievement of the performance metric, and
certification of such achievement by the Compensation Committee in February 2017. Assuming continued service through each vesting date, the PSUs, as adjusted, will vest in four equal annual installments commencing February 8, 2017. The Company will withhold a portion of the shares subject to the grant to cover applicable tax withholding.
Stockholder Rights. SAR and PSU recipients do not have stockholder rights, including voting rights and the right to receive dividends and distributions, until after actual shares of Gartner common stock are released upon exercise or vesting.
The Forms of 2016 Stock Appreciation Right Agreement and 2016 Performance Stock Unit Agreement are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| EXHIBIT NO. | DESCRIPTION | ||
|
10.1 10.2 |
Form of 2016 Stock Appreciation Right Agreement Form of 2016 Performance Stock Unit Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Gartner, Inc. | |||
| Date: February 12, 2016 | By: | /s/ Craig W. Safian | |
|
Craig W. Safian Senior Vice President, Chief Financial Officer |
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | ||
|
10.1 10.2 |
Form of 2016 Stock Appreciation Right Agreement Form of 2016 Performance Stock Unit Agreement |
EX 10.1
GARTNER, INC.
2014 LONG-TERM INCENTIVE PLAN
STOCK APPRECIATION RIGHT AGREEMENT
Grant # SS
NOTICE OF GRANT
Gartner, Inc. (the “Company”) hereby grants you, (the “Grantee”), a stock appreciation right (the “SAR”) under the Company’s 2014 Long-Term Incentive Plan (the “Plan”), to exercise in exchange for a payment from the Company pursuant to this SAR. The date of this Agreement is February 8, 2016 (the “Grant Date”). In general, the latest date this SAR will expire is February 8, 2023 (the “Expiration Date”). However, as provided in Appendix A (attached hereto), this SAR may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan, the principal features of this SAR are as follows:
Number of Shares to which this SAR pertains:
Exercise Price per Share: $80.06
Vesting Schedule:
Twenty-five percent (25%) of the Shares to which this SAR pertains shall vest on each of the first four anniversaries of the date hereof, or February 8, 2017, 2018, 2019 and 2020, subject to Grantee’s Continued Service through each such date.
Your signature below indicates your agreement and understanding that this SAR is subject to all of the terms and conditions contained in the Plan and this SAR Agreement (the “Agreement”), which includes this Notice of Grant and Appendix A. For example, important additional information on vesting and termination of this SAR is contained in Paragraphs 3 through 5 of Appendix A, and there is a non-competition covenant in Paragraph 17. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS SAR.
| GARTNER, INC. | GRANTEE | |
| By: |
||
| Eugene A. Hall, CEO |
APPENDIX A
TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
1. Grant of SAR. The Company hereby grants to the Grantee under the Plan, as a separate incentive in connection with his or her employment and not in lieu of any salary or other compensation for his or her services, a Stock Appreciation Right (“SAR”) pertaining to all or any part of an aggregate of Shares shown on the attached Notice of Grant, which SAR entitles the Grantee to exercise the SAR in exchange for Shares in the amount determined under Paragraph 9 below; provided, however, that should Grantee’s Continued Service end at any time during the calendar year in which the grant was made, then the number of Shares to which this SAR pertains will be pro-rated to the number of days in that year in which the Grantee was employed (e.g., for the avoidance of doubt, the number of Shares will equal the number specified in the Notice of Grant, multiplied by the number of days from January 1 to the date of termination, divided by 365).
2. Exercise Price. The purchase price per Share for this SAR (the “Exercise Price”) shall be $80.06, which is the Fair Market Value of a Share on the Grant Date. When the SAR is exercised, the purchase price will be deemed paid by the Grantee for the exercised portion of the SAR through the past services rendered by the Grantee, and will be subject to the appropriate tax withholdings.
3. Vesting Schedule. Except as otherwise provided in this Agreement, the right to exercise this SAR will vest in accordance with the vesting schedule set forth in the Notice of Grant which constitutes part of this Agreement. Shares scheduled to vest on any date will vest only if the Grantee remains in Continued Service on such date. Should the Grantee’s Continued Service end at any time (the “Termination Date”), any unvested portion of this SAR will be immediately cancelled; provided, however, that if termination of Continued Service results from the Grantee’s death, Disability or Retirement, then any unvested portion of this SAR shall vest as follows:
| (a) | If termination of Continued Service is due to the Grantee’s death or Disability, the unvested portion of this SAR shall vest in full on the Termination Date; |
| (b) | If termination of Continued Service is due to Retirement and the Grantee is less than age 60, the unvested portion of this SAR that would have vested by its terms within twelve (12) months from the Termination Date shall continue to vest as set forth in the Notice of Grant despite the termination of service; |
| (c) | If termination of Continued Service is due to Retirement and the Grantee is age 60 on the Termination Date, the unvested portion of this SAR that would have vested by its terms within twenty-four (24) months from the Termination Date shall continue to vest as set forth in the Notice of Grant despite the termination of service; |
| (d) | If termination of Continued Service is due to Retirement and the Grantee is age 61 on the Termination Date, the unvested portion of this SAR that would have vested by its terms within thirty-six (36) months from the Termination |
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Date shall continue to vest as set forth in the Notice of Grant despite the termination of service; and
| (e) | If termination of Continued Service is due to Retirement and the Grantee is age 62 or older on the Termination Date, the entire unvested portion of this SAR shall continue to vest as set forth in the Notice of grant despite the termination of Service; |
provided further, however, that Grantee is in full compliance with all the terms of this Agreement at the time of vesting. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the SARs at any time, subject to the terms of the Plan. If so accelerated, such SARs will be considered as having vested as of the date specified by the Committee.
4. Termination of SAR. In the event of the Grantee’s termination of Continued Service for any reason other than Retirement, Disability or death, the Grantee may, within ninety (90) days after the date of such termination of Continued Service (excluding any period during which Grantee is prohibited from trading under the Company’s Insider Trading Policy), or prior to the Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this SAR. In the event of the Grantee’s termination of Continued Service due to Disability or death, the Grantee may, within twelve (12) months after the date of such termination, or prior to the Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this SAR. In the event of the Grantee’s termination of Continued Service due to Retirement, the Grantee may exercise any vested but unexercised portion of this SAR through the Expiration Date.
5. Death of Grantee. In the event that the Grantee dies while in the employ of the Company and/or a parent of the Company or Subsidiary, the administrator or executor of the Grantee’s estate (or such other person to whom the SAR is transferred pursuant to the Grantee’s will or in accordance with the laws of descent and distribution), may exercise any vested but unexercised portion of the SAR in accordance with Paragraph 4 above. Any such transferee must furnish the Company (a) written notice of his or her status as a transferee, (b) evidence satisfactory to the Company to establish the validity of the transfer of this SAR and compliance with any laws or regulations pertaining to such transfer, and (c) written acceptance of the terms and conditions of this SAR as set forth in this Agreement.
6. Persons Eligible to Exercise SAR. Except as provided in Paragraph 5 above or as otherwise determined by the Committee in its discretion, this SAR shall be exercisable during the Grantee’s lifetime only by the Grantee.
7. SAR is Not Transferable. Except to the limited extent provided in Paragraph 5 above, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or of any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void. Notwithstanding the
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preceding, the Grantee may transfer (not for consideration and for bona fide estate planning purposes) the Stock Appreciation Rights awarded under this Agreement to a revocable estate planning trust that is established solely for the benefit of Grantee and his or her immediate family. Any such transfer will be permitted only if it is in compliance with such rules and procedures as the Company may establish from time to time. Among other things, Grantee must acknowledge and agree that (a) for U.S. income tax purposes, all taxable income from the Stock Appreciation Rights will be reported to Grantee alone, (b) if Grantee proposes to change the nature or character of the transferee trust, Grantee first must inform the Company and the Company may require that the Stock Appreciation Rights be transferred back to Grantee alone, and (c) no additional other or further transfers of the Stock Appreciation Rights will be permitted under any circumstance.
8. Exercise of SAR. This SAR may be exercised by the person then entitled to do so as to any Shares, and such exercise must be in accordance with the Company’s published exercise procedures, as in effect from time to time, which may require the Grantee to exercise this SAR through the Company’s designated broker or administrator. All exercises must be accompanied by payment of the aggregate exercise price together with all taxes the Company determines are required to be withheld by reason of the exercise of this SAR or as are otherwise required under Paragraph 10 below. Exercise forms are available from the Stock Plan Administration. Payment of the aggregate exercise price must be (i) in cash (including check, bank draft or money order), or (ii) for “cashless exercises” during the open trading window, by delivery of such documentation as the Company and any broker of deposit, if applicable, shall require to effect an exercise of the SAR and delivery to the Company of the sale or loan proceeds required to pay the exercise price, in each case plus any applicable withholding taxes.
9. Payment of SAR Amount. Upon exercise of this SAR, the Grantee shall be entitled to receive the number of Shares (the “SAR Amount”), less applicable withholdings, determined by (i) multiplying (a) the difference between the Fair Market Value of a Share over the Exercise Price; times (b) the number of Shares with respect to which this SAR is exercised, and (ii) dividing the product of (a) and (b) by the Fair Market Value of a Share. The SAR Amount shall be paid solely in whole Shares; any fractional amount shall be rounded down to the nearest whole share. Shares issued pursuant to the exercise of this SAR may be delivered in book form or listed in street name with a brokerage company of the Company’s choice. For purposes of this Paragraph 9, Fair Market Value has the same meaning as in the Plan or as otherwise determined by the Company or its delegee.
10. Tax Withholding and Payment Obligations. When the Shares are issued as payment for exercised SARs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for exercised SARs that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing parent of the Company or Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the exercise of SARs and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of
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Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment will be made to the Grantee (or his or her estate) for SARs unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SARs. By accepting this award of SARs, the Grantee expressly consents to the withholding of Shares and to any cash or Share withholding as provided for in this Paragraph 10. All income and other taxes related to the SAR award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. In no event will the Company reimburse the Grantee for any taxes that may be imposed on the Grantee as result of Section 409A.
11. Suspension of Exercisability. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of the SARs upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the exercise of SARs hereunder, this SAR may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.
12. No Rights of Stockholder. Neither the Grantee (nor any transferee) shall be or have any of the rights or privileges of a stockholder of the Company in respect of any of the Shares covered by this SAR.
13. Successors and Assigns. The Company may assign any of its rights under the Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. The rights and obligations of the Grantee under this Agreement may be assigned only with the prior written consent of the Company.
14. No Effect on Employment. The Grantee’s employment with the Company and any parent of the Company or Subsidiary is on an at-will basis only, subject to the provisions of applicable law. Accordingly, subject to any written, express employment contract with the Grantee, nothing in this Agreement or the Plan shall confer upon the Grantee any right to continue to be employed by the Company or any parent of the Company or Subsidiary or shall interfere with or restrict in any way the rights of the Company or the employing parent of the Company or Subsidiary, which are hereby expressly reserved, to terminate the employment of the Grantee at any time for any reason whatsoever, with or without good cause. Such reservation of rights can be modified only in an express written contract executed by a duly authorized officer of the Company or the parent of the Company or Subsidiary employing the Grantee.
15. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its Secretary at the Company’s headquarters, P.O. Box 10212, 56 Top Gallant Road, Stamford, CT 06902-7700, or at such other address as the Company may hereafter designate in writing.
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16. Maximum Term of SAR. Notwithstanding any other provision of this Agreement, this SAR is not exercisable after the Expiration Date.
17. Non-Competition. The Grantee agrees that, during the Restraint Period (as defined below), for any reason, the Grantee will not engage in any Competitive Act within the Non-Compete Area. For purposes of this Agreement, “Competitive Act” (independently and collectively) shall mean any direct or indirect instance of (a) the development, marketing or selling of, or assisting others to develop, market or sell, research and/or advisory services in the areas of information technology, supply chain management, and/or digital marketing, regardless of the manner in which such research and/or advisory services are provided, or (b) the solicitation, directly or indirectly, of the Company’s clients or known prospects for the purposes of developing, digital marketing or selling the products or services referred to in clause (a), by the Grantee (whether as a consultant, analyst, sales person, independent contractor, agent, independent business venturer, partner, member, employee or otherwise). “Non-Compete Area” shall mean any jurisdiction or location in which the Company conducts business or has clients or prospects, including Europe, North America, the USA, the United Kingdom, Australia, Asia, Asia-Pacific & Japan, Middle East, Central and South America, or Africa. “Restraint Period” shall mean the period of three (3) years following the last date on which any SARs vest. During the Restraint Period, the Grantee will notify (in writing and not less than 72 hours in advance) the Company’s General Counsel if he or she intends to become an employee or other service provider of any entity other than the Company (for example, but not by way of limitation, as an employee, consultant, analyst, sales person, independent contractor, agent, independent business venturer, partner or member). The Grantee agrees that the restrictions in this Paragraph 17 will apply as if they consisted of several separate, independent and cumulative covenants and restraints. Employee further agrees that if any separate covenant and restraint described in this Paragraph 17 is unenforceable, illegal or void, that covenant and restraint is severed and the other covenants and restraints remain in full force and effect. It will not be a violation of this Agreement for the Grantee to take an accounting and finance position with an entity that derives a portion (but less than a majority) of its revenues from Competitive Acts, provided that the Grantee does not engage in sales, marketing, development, operational or strategic activities related to such Competitive Acts and or the portion of the New Entity related thereto. It also will not be a violation of this Agreement for the Grantee to take a senior executive position with an entity (the “New Entity”) so long the New Entity itself does not engage in any Competitive Act, it being understood that affiliated corporations of the New Entity may engage in Competitive Acts but only if both the group of affiliated entities that includes the New Entity derives less than a majority of its revenues from Competitive Acts and the Grantee does not engage in any sales, marketing, development, operational or strategic activities related to such Competitive Acts. Notwithstanding the foregoing, during the final eighteen (18) months of the Restraint Period, only the following entities and their successors will be deemed to be engaged in Competitive Acts: Forrester, CEB Towergroup, IDG (inclusive of IDC), Informa (inclusive of Ovum and Datamonitor), The Advisory Board Company (ABCO), IHS, Info-Tech Research, ISG (Information Services Group), The 451 Group (inclusive of Yankee, Uptime Research, etc.), SCM World (Supply Chain), eMarketer, Sirius Decisions, G2Crowd, and TrustRadius; provided, however, that the Company may modify the foregoing list of entities considered to be engaging in Competitive Acts at any time upon at least thirty (30) days’ written notice to the Grantee.
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Grantee acknowledges that the time, geographic and scope limitations of his/her obligations set forth herein are fair and reasonable in all respects, especially in light of the international scope and nature of the Company’s business, and that Grantee will not be precluded from gainful employment if he/she is obligated not to compete with the Company or solicit its customers or others during the Restraint Period and within the Non-Compete Area as described above. In the event of Grantee’s breach or violation of the above restrictions, or good faith allegation by the Company of his/her breach or violation of the above restrictions, the Restraint Period shall be tolled until such breach or violation, or dispute related to an allegation by the Company that Grantee has breached or violated the above restrictions, has been duly cured or resolved, as applicable. Grantee understands that any breach or threatened breach of the above restrictions will cause irreparable injury and that money damages will not provide an adequate remedy therefor and Grantee hereby consents to the issuance of an injunction without posting of a bond.
18. Non-Solicitation and No-Hire. The Grantee agrees that for the duration of the Restraint Period, the Grantee shall not directly or indirectly solicit, induce, hire, recruit or encourage any of the Company’s employees, agents or contractors to leave their employment or engagement with the Company, whether on the Grantee’s own behalf or on behalf of any other person or entity. General mass solicitations of employment that are not directed at the Company or any employee(s) of the Company shall not be prohibited by this Paragraph 18.
19. Binding Agreement. Subject to the limitation on the transferability of this SAR contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
20. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Connecticut, other than its conflicts of laws provisions.
21. Plan Governs. This Agreement is subject to all of the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and phrases used and not defined in this Agreement shall have the meaning set forth in the Plan.
22. Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith (including, but not limited to, the determination of whether or not any SARs have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Grantee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.
23. Electronic Delivery and Acceptance. The Company, in its sole discretion, may decide to deliver any documents related to Stock Appreciation Rights awarded under the Plan or future Stock Appreciation Rights that may be awarded under the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate
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in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.
24. Captions. The captions provided herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.
25. Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
26. Modifications to the Agreement; Clawback. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Grantee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Except as otherwise provided herein, modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of the Grantee, to avoid imposition of any additional tax or income recognition under Section 409A of the Internal Revenue Code of 1986, as amended, prior to the actual payment of Shares pursuant to this SAR, provided that such revision would not materially reduce the economic benefits provided or intended to be provided under this Agreement. Additionally, this Agreement and the award made hereunder shall be subject to any clawback policy which the Company may adopt from time to time as required by law or otherwise.
27. Amendment, Suspension, Termination. By accepting this SAR, the Grantee expressly warrants that he or she has received an SAR to purchase stock under the Plan, and has received, read and understood a description of the Plan. The Grantee understands that the Plan is discretionary in nature and may be modified, suspended or terminated by the Company at any time.
28. Defined Terms: Capitalized terms used in this Agreement without definition will have the meanings provided for in the Plan. When used in this Agreement, the following capitalized terms will have the following meanings:
“Continued Service” means that your employment relationship is not interrupted or terminated by you, the Company, or any parent or Subsidiary of the Company. Your employment relationship will not be considered interrupted in the case of: (i) any leave of absence approved in accordance with the Company’s written personnel policies, including sick leave, family leave, military leave, or any other personal leave; or (ii) transfers between locations of the Company or between the Company and any parent, Subsidiary or successor; provided, however, that, unless otherwise provided in the Company’s written personnel policies, in this Agreement or under applicable laws, rules or regulations, or unless the Committee has otherwise expressly provided for different treatment with respect to this Agreement, (x) no such leave may exceed ninety (90) days, and (y) any vesting shall cease on the ninety-first (91st) consecutive date of any leave of absence during which your employment relationship
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is deemed to continue and will not recommence until such date, if any, upon which you resume service with the Company, its parent, Subsidiary or successor. If you resume such service in accordance with the terms of the Company’s military leave policy, upon resumption of service you will be given vesting credit for the full duration of your leave of absence. Continuous employment will be deemed interrupted and terminated for an Employee if the Grantee’s weekly work hours change from full time to part time. Part-time status for the purpose of vesting continuation will be determined in accordance with policies adopted by the Company from time to time, which policies, if any, shall supersede the determination of part-time status set forth in the Company’s posted “employee status definitions”.
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.
“Retirement” means termination of your employment in accordance with the Company’s retirement policies, as in effect from time to time, if on the date of such termination (i) you are at least 55 years old and your Continued Service has extended for at least five (5) years, and (ii) the number of full years in your age and your number of full years of Continued Service total at least 65. By way of illustration, if you terminate your employment in accordance with the Company’s retirement policies on your 63rd birthday after six (6) years of Continued Service, your total would be 69 and your termination would be treated as a Retirement; if your Continued Service had extended for only four (4) years, your total would be 67 but your termination would not be treated as a Retirement since you would not have met the minimum of five (5) years of Continued Service.
Your acceptance of this grant indicates your agreement and understanding that this grant is subject to all of the terms and conditions contained in the Plan and this Agreement, which includes the Notice of Grant. Your acceptance of this grant indicates your agreement and understanding that this grant is subject to all of the terms and conditions contained in the Plan and this Award Agreement, which includes the Notice of Grant and this Agreement.
In addition, by your acceptance of this Stock Appreciation Right grant and in consideration of such grant, you hereby ratify and reaffirm the “Agreement Regarding Certain Conditions of Employment” (the “Gartner Agreement”) previously entered into between you and the Company, including but not limited to the confidentiality and post-employment restrictions on competition set forth therein, and/or you hereby agree to comply with all of the terms and conditions of the Gartner Agreement, which is posted on the Global “Forms and Policies” section of Gartner At Work, and is incorporated herein by this reference.
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EX 10.2
GARTNER, INC.
2014 LONG-TERM INCENTIVE PLAN
PERFORMANCE STOCK UNIT AGREEMENT
Grant #
NOTICE OF GRANT
Gartner, Inc. (the “Company”) hereby grants you, __________________ (the “Grantee”), the number of performance stock units indicated below (a “PSU” or the “PSUs”) under the Company’s 2014 Long-Term Incentive Plan (the “Plan”) (this type of Award is referred to as Performance Shares under the Plan). The date of this Agreement is February 8, 2016 (the “Grant Date”). Subject to the provisions of Appendix A (attached hereto) and of the Plan, the principal features of this Performance Stock Unit grant are as follows:
Target Number of PSUs: ____________, subject to adjustment as provided under Performance Adjustment below.
Performance Adjustment:
The number of PSUs eligible to vest will be adjusted in accordance with the following schedule, based upon Total Contract Value (a Performance Objective as defined in the Plan) at December 31, 2016, measured on a foreign exchange neutral basis.
Adjustment is linear between each level of Total Contract Value noted above. Total Contract Value shall have the meaning set forth in our Annual Report on Form 10-K for the year ended December 31, 2016. After achievement of 2016 Total Contract Value is finally determined, if 2016 Total Contract Value is less than the Minimum specified above, then all target PSUs will be immediately forfeited.
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Vesting Schedule:
Twenty-five percent (25%) of the PSUs eligible to vest (as determined in the prior subsection) shall vest on each of the first four anniversaries of the date hereof, or February 8, 2017, 2018, 2019 and 2020, subject to Grantee’s Continued Service through each such date.
Your signature below indicates your agreement and understanding that this grant is subject to all of the terms and conditions contained in the Plan and this Performance Stock Unit Agreement (the “Agreement”), which includes this Notice of Grant and Appendix A. For example, important additional information on vesting and termination of this Performance Stock Unit grant is contained in Paragraphs 4 through 7 of Appendix A, and there is a non-competition covenant in Paragraph 14. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS PERFORMANCE STOCK UNIT GRANT.
| GARTNER, INC. | GRANTEE | ||
| By: | |||
| Eugene A. Hall, CEO |
APPENDIX A
TERMS AND CONDITIONS OF PERFORMANCE STOCK UNITS
1. Grant of PSUs. The Company hereby grants to the Grantee under the Plan the number of Performance Stock Units (“PSUs”) indicated in the Notice of Grant, subject to all of the terms and conditions in this Agreement and the Plan; provided, however, that should Grantee’s Continued Service end at any time during the calendar year in which the grant was made, then the target number of PSUs so granted will be pro-rated to the number of days in that year in which the Grantee was employed (e.g., for the avoidance of doubt, the target number of PSUs will equal the number specified in the Notice of Grant, multiplied by the number of days from January 1 to the date of termination, divided by 365). (This type of Award is referred to as Performance Shares under the Plan.)
2. Payment of Purchase Price. When the PSUs are paid out to the Grantee, the purchase price will be deemed paid by the Grantee for each Performance Stock Unit through the past services rendered by the Grantee, and will be subject to the appropriate tax withholdings.
3. Company’s Obligation to Pay. Each PSU has a value equal to the Fair Market Value of a Share on the date of grant. Unless and until the PSUs have vested in the manner set forth in Paragraphs 4 or 5, the Grantee will have no right to payment of such PSUs. Prior to actual payment of any vested PSUs, such PSUs will represent an unfunded and unsecured obligation of the Company. Payment of any vested PSUs will be made in Shares only. In no
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event will the Grantee be permitted, directly or indirectly, to specify the taxable year of the payment of any PSUs payable under the Agreement.
4. Vesting Schedule. Except as otherwise provided in this Agreement, the PSUs awarded by this Agreement are scheduled to vest in accordance with the vesting schedule set forth in the Notice of Grant. PSUs scheduled to vest on a particular date actually will vest only if the Grantee remains in Continued Service through such date. Should the Grantee’s Continued Service end at any time (the “Termination Date”), any unvested PSUs will be immediately cancelled; provided, however, that if termination of Continued Service results from the Grantee’s death, Disability or Retirement, then any unvested PSUs shall vest as follows:
| (a) | If termination of Continued Service is due to the Grantee’s death or Disability, the unvested portion of this PSU shall vest in full on the Termination Date; |
| (b) | If termination of Continued Service is due to Retirement and the Grantee is less than age 60, the unvested portion of this PSU that would have vested by its terms within twelve (12) months from the Termination Date shall continue to vest as set forth in the Notice of Grant despite the termination of service; |
| (c) | If termination of Continued Service is due to Retirement and the Grantee is age 60 on the Termination Date, the unvested portion of this PSU that would have vested by its terms within twenty-four (24) months from the Termination Date shall continue to vest as set forth in the Notice of Grant despite the termination of service; |
| (d) | If termination of Continued Service is due to Retirement and the Grantee is age 61 on the Termination Date, the unvested portion of this PSU that would have vested by its terms within thirty-six (36) months from the Termination Date shall continue to vest as set forth in the Notice of Grant despite the termination of service; and |
| (e) | If termination of Continued Service is due to Retirement and the Grantee is age 62 or older on the Termination Date, the entire unvested portion of this PSU shall continue to vest as set forth in the Notice of grant despite the termination of Service; |
provided further, however, that (i) Grantee is in full compliance with all the terms of this Agreement at the time of vesting and (ii) in the case of PSUs as to which the Performance Adjustment referred to in the Notice of Grant has not been made at the Termination Date, the PSUs that will be deemed vested on the Termination Date or otherwise pursuant to this Paragraph 4 shall be determined, and shall vest, when such Performance Adjustment has occurred.
5. Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the PSUs at any time, subject to
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the terms of the Plan and, except in connection with a change of control of the Company, not with respect to PSUs that are intended to qualify as “performance-based compensation” under Code section 162(m). If so accelerated, such PSUs will be considered as having vested as of the date specified by the Committee. If the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the PSUs and the PSUs are “deferred compensation” within the meaning of Section 409A, the payment of such accelerated PSUs nevertheless shall be made at the same time or times as if such PSUs had vested in accordance with the vesting schedule set forth in the Notice of Grant (whether or not the Grantee remains in Continued Service through such date(s)). The immediately preceding sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific reference to the sentence. Notwithstanding the foregoing, if such PSUs that are “deferred compensation” within the meaning of Section 409A are accelerated in connection with the Grantee’s termination of Continued Service (other than due to death), the PSUs that vest on account of the Grantee’s termination of Continued Service will not be considered due or payable until the Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Grantee is a “specified employee” within the meaning of Section 409A at the time of the Grantee’s separation from service, then any such accelerated PSUs otherwise payable within the six (6) month period following the Grantee’s separation from service instead will be paid on the date that is six (6) months and one (1) day following the date of the Grantee’s separation from service, unless the Grantee dies following his or her separation from service, in which case, the accelerated PSUs will be paid to the Grantee’s estate as soon as practicable following his or her death, subject to Paragraph 9. Thereafter, such PSUs shall continue to be paid in accordance with the vesting schedule set forth on the first page of this Agreement. Each payment payable to a U.S. taxpayer under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Agreement, “Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any final Treasury Regulations and other Internal Revenue Service guidance thereunder, as each may be amended from time to time.
6. Payment after Vesting. Any PSUs that vest in accordance with Paragraph 4 will be released to the Grantee (or in the event of the Grantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to Paragraph 9, but in no event later than the applicable two and one-half (2-½) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the PSUs are “deferred compensation” within the meaning of Section 409A, the vested PSUs will be released to the Grantee (or in the event of the Grantee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to Paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Grantee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the PSUs that are “deferred compensation” within the meaning of Section 409A vest on account of the Grantee’s termination of Continued Service (other than due to death) in accordance with Paragraph 4, the PSUs that vest on account of the Grantee’s termination of Continued Service will not be considered due or payable until the Grantee has a “separation from service” within the meaning of Section 409A. In addition, if the Grantee is a “specified employee” within the meaning of Section 409A at the time of the Grantee’s separation from service (other than due to death), then any accelerated
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PSUs will be paid to the Grantee no earlier than six (6) months and one (1) day following the date of the Grantee’s separation from service unless the Grantee dies following his or her separation from service, in which case, the PSUs will be paid to the Grantee’s estate as soon as practicable following his or her death, subject to Paragraph 9. Any PSUs that vest in accordance with Paragraph 5 will be paid to the Grantee (or in the event of the Grantee’s death, to his or her estate) in Shares in accordance with the provision of such paragraph, subject to Paragraph 9.
7. Forfeiture. Notwithstanding any contrary provision of this Agreement, the balance of the PSUs that have not vested pursuant to Paragraphs 4 or 5 at the time the Grantee ceases to be in Continued Service will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company. The Grantee shall not be entitled to a refund of any of the price paid for the PSUs forfeited to the Company pursuant to this Paragraph 7.
8. Death of Grantee. Any distribution or delivery to be made to the Grantee under this Agreement will, if the Grantee is then deceased, be made to the administrator or executor of the Grantee’s estate (or such other person to whom the PSUs are transferred pursuant to the Grantee’s will or in accordance with the laws of descent and distribution). Any such transferee must furnish the Company (a) written notice of his or her status as a transferee, (b) evidence satisfactory to the Company to establish the validity of the transfer of these PSUs and compliance with any laws or regulations pertaining to such transfer, and (c) written acceptance of the terms and conditions of this Performance Stock Unit grant as set forth in this Agreement.
9. Withholding of Taxes. When the Shares are issued as payment for vested PSUs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee may be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for vested PSUs that have an aggregate market value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing parent of the Company or Subsidiary) with respect to the Shares. No fractional Shares will be withheld or issued pursuant to the grant of PSUs and the issuance of Shares thereunder. The Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee’s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or, through the Grantee’s paycheck, as indicated above), no payment will be made to the Grantee (or his or her estate) for PSUs unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such PSUs. By accepting this Award, the Grantee expressly consents to the withholding of Shares and to any cash or Share withholding as provided for in this Paragraph 9. All income and other taxes related to the Performance Stock Unit award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. In no event will the Company reimburse the Grantee for any taxes that may be imposed on the Grantee as result of Section 409A.
10. Rights as Stockholder. Neither the Grantee nor any person claiming under or through the Grantee shall have any of the rights or privileges of a stockholder of the Company in
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respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Grantee (including through electronic delivery to a brokerage account). Notwithstanding any contrary provisions of this Agreement, any quarterly or other regular, periodic dividends or distributions (as determined by the Company) paid on Shares will accrue with respect to (i) unvested PSUs and (ii) PSUs that are vested but unpaid, and no such dividends or other distributions will be paid on PSUs nor PSUs that are vested but unpaid pursuant to Paragraph 5, and in each case will be subject to the same forfeiture provisions (if any), and be paid out at the same time or time(s), as the underlying PSUs on which such dividends or other distributions have accrued. After such issuance, recordation and delivery, the Grantee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.
11. No Effect on Employment or Service. The Grantee’s employment with the Company and any parent of the Company or Subsidiary is on an at-will basis only, subject to the provisions of applicable law. Accordingly, subject to any written, express employment contract with the Grantee, nothing in this Agreement or the Plan shall confer upon the Grantee any right to continue to be employed by the Company or any parent of the Company or Subsidiary or shall interfere with or restrict in any way the rights of the Company or the employing parent of the Company or Subsidiary, which are hereby expressly reserved, to terminate the employment of the Grantee at any time for any reason whatsoever, with or without good cause. Such reservation of rights can be modified only in an express written contract executed by a duly authorized officer of the Company or the parent of the Company or Subsidiary employing the Grantee.
12. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company, in care of its Secretary at the Company’s headquarters, P.O. Box 10212, 56 Top Gallant Road, Stamford, CT 06902-7700, or at such other address as the Company may hereafter designate in writing.
13. Grant is Not Transferable. Except to the limited extent provided in Paragraph 8 above, this grant and the rights and privileges conferred hereby shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or of any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately shall become null and void. Notwithstanding the preceding, the Grantee may transfer (not for consideration and for bona fide estate planning purposes) the Performance Stock Units awarded under this Agreement to a revocable estate planning trust that is established solely for the benefit of Grantee and his or her immediate family. Any such transfer will be permitted only if it is in compliance with such rules and procedures as the Company may establish from time to time. Among other things, Grantee must acknowledge and agree that (a) for U.S. income tax purposes, all taxable income from the Performance Stock Units will be reported to Grantee alone, (b) if Grantee proposes to change the nature or character of the transferee trust, Grantee first must inform the Company and the Company may require that the Performance Stock Units be transferred back to Grantee alone, and (c) no additional other or further transfers of the Performance Stock Units will be permitted under any circumstance.
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14. Non-Competition. The Grantee agrees that, during the Restraint Period (as defined below), for any reason, the Grantee will not engage in any Competitive Act within the Non-Compete Area. For purposes of this Agreement, “Competitive Act” (independently and collectively) shall mean any direct or indirect instance of (a) the development, marketing or selling of, or assisting others to develop, market or sell, research and/or advisory services in the areas of information technology, supply chain management, and/or digital marketing, regardless of the manner in which such research and/or advisory services are provided, or (b) the solicitation, directly or indirectly, of the Company’s clients or known prospects for the purposes of developing, digital marketing or selling the products or services referred to in clause (a), by the Grantee (whether as a consultant, analyst, sales person, independent contractor, agent, independent business venturer, partner, member, employee or otherwise). “Non-Compete Area” shall mean any jurisdiction or location in which the Company conducts business or has clients or prospects, including Europe, North America, the USA, the United Kingdom, Australia, Asia, Asia-Pacific & Japan, Middle East, Central and South America, or Africa. “Restraint Period” shall mean the period of three (3) years following the last date on which any PSUs vest. During the Restraint Period, the Grantee will notify (in writing and not less than 72 hours in advance) the Company’s General Counsel if he or she intends to become an employee or other service provider of any entity other than the Company (for example, but not by way of limitation, as an employee, consultant, analyst, sales person, independent contractor, agent, independent business venturer, partner or member). The Grantee agrees that the restrictions in this Paragraph 14 will apply as if they consisted of several separate, independent and cumulative covenants and restraints. Employee further agrees that if any separate covenant and restraint described in this Paragraph 14 is unenforceable, illegal or void, that covenant and restraint is severed and the other covenants and restraints remain in full force and effect. It will not be a violation of this Agreement for the Grantee to take an accounting and finance position with an entity that derives a portion (but less than a majority) of its revenues from Competitive Acts, provided that the Grantee does not engage in sales, marketing, development, operational or strategic activities related to such Competitive Acts and or the portion of the New Entity related thereto. It also will not be a violation of this Agreement for the Grantee to take a senior executive position with an entity (the “New Entity”) so long the New Entity itself does not engage in any Competitive Act, it being understood that affiliated corporations of the New Entity may engage in Competitive Acts but only if both the group of affiliated entities that includes the New Entity derives less than a majority of its revenues from Competitive Acts and the Grantee does not engage in any sales, marketing, development, operational or strategic activities related to such Competitive Acts. Notwithstanding the foregoing, during the final eighteen (18) months of the Restraint Period, only the following entities and their successors will be deemed to be engaged in Competitive Acts: Forrester, CEB Towergroup, IDG (inclusive of IDC), Informa (inclusive of Ovum and Datamonitor), The Advisory Board Company (ABCO), IHS, Info-Tech Research, ISG (Information Services Group), The 451 Group (inclusive of Yankee, Uptime Research, etc.), and SCM World (Supply Chain), eMarketer, Sirius Decisions, G2Crowd, and TrustRadius; provided, however, that the Company may modify the foregoing list of entities considered to be engaging in Competitive Acts at any time upon at least thirty (30) days’ written notice to the Grantee.
Grantee acknowledges that the time, geographic and scope limitations of his/her obligations set forth herein are fair and reasonable in all respects, especially in light of the international scope and nature of the Company’s business, and that Grantee will not be precluded
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from gainful employment if he/she is obligated not to compete with the Company or solicit its customers or others during the Restraint Period and within the Non-Compete Area as described above. In the event of Grantee’s breach or violation of the above restrictions, or good faith allegation by the Company of his/her breach or violation of the above restrictions, the Restraint Period shall be tolled until such breach or violation, or dispute related to an allegation by the Company that Grantee has breached or violated the above restrictions, has been duly cured or resolved, as applicable. Grantee understands that any breach or threatened breach of the above restrictions will cause irreparable injury and that money damages will not provide an adequate remedy therefor and Grantee hereby consents to the issuance of an injunction without posting of a bond.
15. Non-Solicitation and No-Hire. The Grantee agrees that for the duration of the Restraint Period, the Grantee shall not directly or indirectly solicit, induce, hire, recruit or encourage any of the Company’s employees, agents or contractors to leave their employment or engagement with the Company, whether on the Grantee’s own behalf or on behalf of any other person or entity. General mass solicitations of employment that are not directed at the Company or any employee(s) of the Company shall not be prohibited by this Paragraph 15.
16. Successors and Assigns. The Company may assign any of its rights under the Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. The rights and obligations of the Grantee under this Agreement may be assigned only with the prior written consent of the Company.
17. Restrictions on Sale of Securities. The Shares issued as payment for vested PSUs awarded under this Agreement will be registered under the federal securities laws and will be freely tradable upon receipt. However, the Grantee’s subsequent sale of the Shares will be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s insider trading policies, and any other applicable securities laws.
18. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
19. Conditions for Issuance of Stock. The shares of stock deliverable to the Grantee may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company. The Company shall not be required to transfer on its books or list in street name with a brokerage company or otherwise issue any certificate or certificates for Shares hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; and (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of vesting of the PSUs as the Committee may establish from time to time for reasons of administrative convenience.
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20. Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms used and not defined in this Agreement shall have the meaning set forth in the Plan.
21. Committee Authority. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any PSUs have vested). All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Grantee, the Company and all other persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.
22. Electronic Delivery and Acceptance. The Company, in its sole discretion, may decide to deliver any documents related to Performance Stock Units awarded under the Plan or future Performance Stock Units that may be awarded under the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.
23. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
24. Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.
25. Entire Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Grantee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein.
26. Modifications to the Agreement; Clawback. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Grantee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of the Grantee, to avoid imposition of any additional tax or income recognition under Section 409A prior to the actual payment of Shares pursuant to this award of PSUs, provided that such revision would not materially reduce the economic benefits provided or intended to be provided under this Agreement. Additionally, this Agreement and the award made hereunder shall be subject to any clawback policy which the Company may adopt from time to time as required by law or otherwise.
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27. Amendment, Suspension or Termination of the Plan. By accepting this award, the Grantee expressly warrants that he or she has received an award under the Plan, and has received, read and understood a description of the Plan. The Grantee understands that the Plan is discretionary in nature and may be modified, suspended or terminated by the Company at any time.
28. Governing Law. This grant of PSUs shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to its conflict of laws provisions.
29. Defined Terms: Capitalized terms used in this Agreement without definition will have the meanings provided for in the Plan. When used in this Agreement, the following capitalized terms will have the following meanings:
“Continued Service” means that your employment relationship is not interrupted or terminated by you, the Company, or any parent or Subsidiary of the Company. Your employment relationship will not be considered interrupted in the case of: (i) any leave of absence approved in accordance with the Company’s written personnel policies, including sick leave, family leave, military leave, or any other personal leave; or (ii) transfers between locations of the Company or between the Company and any parent, Subsidiary or successor; provided, however, that, unless otherwise provided in the Company’s written personnel policies, in this Agreement or under applicable laws, rules or regulations, or unless the Committee has otherwise expressly provided for different treatment with respect to this Agreement, (x) no such leave may exceed ninety (90) days, and (y) any vesting shall cease on the ninety-first (91st) consecutive date of any leave of absence during which your employment relationship is deemed to continue and will not recommence until such date, if any, upon which you resume service with the Company, its parent, Subsidiary or successor. If you resume such service in accordance with the terms of the Company’s military leave policy, upon resumption of service you will be given vesting credit for the full duration of your leave of absence. Continuous employment will be deemed interrupted and terminated for an Employee if the Grantee’s weekly work hours change from full time to part time. Part-time status for the purpose of vesting continuation will be determined in accordance with policies adopted by the Company from time to time, which policies, if any, shall supersede the determination of part-time status set forth in the Company’s posted “employee status definitions”.
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.
“Retirement” means termination of your employment in accordance with the Company’s retirement policies, as in effect from time to time, if on the date of such termination (i) you are at least 55 years old and your Continued Service has extended for at least five (5) years, and (ii) the number of full years in your age and your number of full years of Continued Service total at least 65. By way of illustration, if you terminate your employment in accordance with the Company’s retirement policies on your 63rd birthday after six (6) years of Continued Service,
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your total would be 69 and your termination would be treated as a Retirement; if your Continued Service had extended for only four (4) years, your total would be 67 but your termination would not be treated as a Retirement since you would not have met the minimum of five (5) years of Continued Service.
Your acceptance of this grant indicates your agreement and understanding that this grant is subject to all of the terms and conditions contained in the Plan and this Award Agreement, which includes the Notice of Grant and this Agreement.
In addition, by your acceptance of this Performance Stock Unit grant and in consideration of such grant, you hereby ratify and reaffirm the “Agreement Regarding Certain Conditions of Employment” (the “Gartner Agreement”) previously entered into between you and the Company, including but not limited to the confidentiality and post-employment restrictions on competition set forth therein, and/or you hereby agree to comply with all of the terms and conditions of the Gartner Agreement, which is posted on the Global “Forms and Policies” section of Gartner At Work, and is incorporated herein by this reference.
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A few years ago, I had a project that required me to collect GPS along with the db of cell towers, so I could triangulate their location. I went down a rabbit hole trying to figure out how to configure the GPS module to output data in the format I wanted; I wasted more time than I’m willing to admit to, so I decided that this might help someone avoid raging at a piece of equipment that couldn’t possibly fight back.
The GPS module I used is the “Adafruit Ultimate GPS Breakout”. This is a pretty decent module for the price although you can probably find knockoffs on aliexpress if you’re cheap. When you first plug in the GPS module you’ll notice that it prints a ton of additional data you may or may not need. To limit what it printed to what I wanted I had to do some research on the GPS’s PMTK API to figure out what I needed to do. You can find the PMTK commands for configuring it here.
Based on that spreadsheet I’ve put together this little example script:
#!/usr/bin/python3
import serial
from time import sleep
GPS_TTY = '/dev/ttyUSB0'
print('configuring GPS')
try:
#start tty session
GPS_Serial = serial.Serial(port=GPS_TTY, baudrate=9600, parity=serial.PARITY_NONE, \
stopbits=serial.STOPBITS_ONE, bytesize=serial.EIGHTBITS, timeout=0)
sleep(0.5)
#configures GPS to only output GPGGA Sentences
GPS_Serial.write(b'$PMTK314,0,0,0,1,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0*29<CR><LF>\r\n')
sleep(0.5)
#configures how often GPS prints
GPS_Serial.write(b'$PMTK220,100*2F<CR><LF>\r\n')
sleep(0.5)
#set the baudrate of the GPS
GPS_Serial.write(b'$PMTK251,115200*1F<CR><LF>\r\n')
sleep(0.5)
GPS_Serial.close()
except serial.SerialException as e:
print('lost connection to GPS unit')
GPS_Serial.close()
So the first thing we do is open a tty with the GPS unit; its default baud rate is at 9600, but we’ll be changing that in a moment;
Now we can start sending commands to our GPS unit. We send the unit three separate commands, each with their own definite purpose.
The first command is PMTK314 (PMTK_API_SET_NMEA_OUTPUT), it configures the GPS to send only the sentences in the format we care about. We tell it to write out only our GPS fix data and nothing else by setting everything to 0, except for NMEA_SEN_GGA field. As an aside, you can set the value to more than one if you wanted to have the message print every so often instead of every update period.
The next command is PMTK220 (PMTK_SET_NMEA_UPDATERATE). This command configures the update period of the GPS module. The data field is how often you want it to update in milliseconds, it can be between 100-10000. Here we set it to be 100ms
The last command is PMTK251 (PMTK_SET_NMEA_BAUDRATE). Because we changed the update rate, we also need to change the baud rate so the tty can keep up. The data field here is just the baud rates, it is capable of 4800, 9600, 14400, 19200, 38400, 57600, 115200. We’ll turn it up all the way 115200 since we like to live fast and loose; and also we need it to be that fast to keep up with a 100ms tx rate.
The keener among you has probably noticed that most of these messages are followed by two digits of hex and “
To parse the GPGGA sentences, you can use pyNMEA2. Or if you’re wanting to stay in stdlib you can use regex to parse everything out.  Or if you’re me, just use a massive try-catch to keep it chugging.
And as a final note, the next time you open a tty with the GPS you’ll need to set the baud rate up to 115200. And if you use a coin cell battery with it you won’t have to reconfigure every time it boots.
Finis.


Before Change
"""
// For the moment, "dict" is the only supported format -- later this will
// be made into an extensible system, see github issue /룊
if format != "dict":
raise NotImplementedError("Format "%s" is not supported" % format)
if vars is None:
vars = [name for name, var in self.variables.iteritems()
if not name.startswith("_") and
(subexpressions or not isinstance(var, Subexpression))]
data = {}
for var in vars:
data[var] = np.array(self.state(var, use_units=units,
level=level+1),
copy=True, subok=True)
return data
def set_states(self, values, units=True, format="dict", level=0):
"""
After Change
suggestions = checker.suggest(name)
if len(suggestions) == 1:
suggestion, = suggestions
error_msg += " Did you mean to write "%s%s"?" % (suggestion,
suffix)
elif len(suggestions) > 1:
error_msg += (" Did you mean to write any of the following: %s ?" %
(", ".join([""%s%s"" % (suggestion, suffix)
for suggestion in suggestions])))
error_msg += (" Use the add_attribute method if you intend to add "


Siam Kempinski Hotel Bangkok
Just when you think there is nothing more to delight you, the Siam Kempinski pulls another trick out of the bag, raising the bar for five star hotels in Bangkok. Everything is designed to wow here: throughout the corridors and communal spaces you will find beautiful artwork and antiques, displayed without the feel of a stuffy museum.
Address:Siam Kempinski Hotel Bangkok Rama 1 Road 991/9 10330 Bangkok Thailand<EMAIL_ADDRESS>Phone:+66 (0)2 162 9000 Fax:+66 (0)2 162 9009
| Picture | Room Name |
|---|---|
| DELUXE RESIDENCE | |
| CABANA ROOM | |
| PREMIER ROOM |


See below.
The field is 15 characters long, which means that 15 characters will be displayed. The object can hold more than 15, but the user will have to use the arrow keys on the keyboard to scroll through them.
import java.awt.*; import java.awt.event.*; import javax.swing.*; public class TextEg1 extends JFrame { JTextField text; public TextEg1() { text = new JTextField( 15 ); getContentPane().setLayout( new FlowLayout() ); getContentPane().add( text ); } public static void main ( String[] args ) { TextEg1 teg = new TextEg1(); WindowQuitter wquit = new WindowQuitter(); teg.addWindowListener( wquit ); teg.setSize ( 300, 100 ); teg.setVisible( true ); } } class WindowQuitter extends WindowAdapter { public void windowClosing( WindowEvent e ) { System.exit( 0 ); } }
This program can be copied to NotePad, saved to a file, compiled, and run.


--- layout: archive title: Zulip Chat Archive permalink: /stream/144837-PR-reviews/topic/.23610.html ---
@Simon Hudon you know about coinductive and tests. Could you have a look at our porblem with https://github.com/leanprover/mathlib/pull/610?
I don't think it's about coinductive predicates. I've been hitting this issue with my fold PR. I think there's something fishy about how we moved everything into src
and Travis' cache seems all messed up
Sorry, I only read Bryan's comment without looking at the Travis output. Indeed it looks this is again Travis cache. I don't understand why this is still an issue after several commits with the new src
Me neither. I've tried several approaches for being thorough at clearing all the olean files. To no avail
There might also be a cache issue, but the issue I was highlighting is that the test file which I copied from base Lean spits out a bunch of output from #check
and #print
statements and I think mathlib tests currently don't use that style. One solution would just be to comment all those lines out, but I'm not sure if we want to replace them with other checks.
@Mario Carneiro thoughts?
Are you using those prints as a way of checking what your code does?
I didn't write the code, @Johannes Hölzl did, but I assume that's the case. This PR is just to move stuff that was removed from lean 3.4.2 into mathlib (see this commit and this PR).
I confirm again that removing all olean and compiling this branch works here. Why isn't this merged?
I think it's a very bad omen for the Lean 4 transition that mathlib maintainers are not able to seamlessly move from Lean 3.4.1 to Lean 3.4.2
A lot of things are happening at once at the minute, which is of course great, but I'm sure adds to the confusion
Last I checked there is still an outstanding issue with this PR, the #check
statements
lean repo uses a different test mechanism, where the lean file is compiled and the output is checked against an expected output. We just have no output tests that fail if something is wrong
Right. Would it be enough to replace the #check (term : type)
lines with example (term : type) : true := trivial
?
Then we would just need to figure out what to do with the #print
statements.
I just pushed something that does basically that
I used example : type := term
Last I checked there is still an outstanding issue with this PR, the
#check
statements
If this was an issue, why didn't you say it? People could have tried to fix it.
{% endraw %}Last updated: Apr 24 2020 at 19:02 UTC


Nike 3.0 V4 Men Grey Royal Blue with White
$67.99
FIND A STORESporting wonders have come so thick and fast since last summer that we decided it... time
Sporting wonders have come so thick and fast since last summer that we decided it... time
Sporting wonders have come so thick and fast since last summer that we decided it... time
Sporting wonders have come so thick and fast since last summer that we decided it... time


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module Phi:sig
..end
typet =
phi term
Each element of a phi-node corresponds to a particular incoming edge.
Note: phi-node doesn't define variable, the definition occurs
in one of the edges.
val create : var -> def term -> t
create var def
create a bogus phi-node with only one
definitionval lhs : t -> var
val defs : t -> def term seq
defs phi
enumerates all definitions in a phi nodeval add_def : t -> def term -> t
add_def phi def
appends new definition to a phi nodeval remove_def : t -> tid -> t
include Bap.Std.Regular


My Orders
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Estimated Delivery Date: {{item.DeliveryBy}}
Status: {{status[item.tracking - 1]}}
Delivery Person: {{item.DeliveryPerson}}
Past Orders
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Delivered To:
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Deliverd On: {{item.deliveredOn}}


{#if showModal}
modal
adjective mod·al \ˈmō-dəl\
- of or relating to modality in logic
- containing provisions as to the mode of procedure or the manner of taking effect —used of a contract or legacy
- of or relating to a musical mode
- of or relating to structure as opposed to substance
- of, relating to, or constituting a grammatical form or category characteristically indicating predication
- of or relating to a statistical mode
merriam-webster.com
{:else}
{/if}


BLADE By Jason Whyte
Amazing. That describes most of `Blade', a hyper, Michael Bay-esque Vampire horror-action film that combines great visuals, good visual effects, and a very comic book storyline (well, it IS based on a comic book!). Don't go expecting a plot along the lines of `Saving Private Ryan'.
Blade (Wesley Snipes) is a half vampire, half crime fighter; when we first meet him, he is busting up a night club of blood thirsty vampires, using his powerful fighting techniques (since he is half vampire, he can battle the vampires. Get it?); the opening, among all the other action scenes, is such a visual thrill that we are injected right into the screen.
However, to view these great action sequences, we have to sit through a lame plot, boring dialogue and some boring characters. Take, for instance, the doctor (N'Bushe Wright), who has been bit by a burning vampire, and has taken an essence of garlic medicine that will hopefully cure it. I didn't care for her story, or what happened to her.
The film's story, while weak, is Blade fighting the evil vampire of them all, Frost (a great Stephen Dorff) before the vampires wreak havoc on the streets and take over the world. The vampires must be stopped, and Blade is the one to do it.
So why a B-? What is good and what is bad? You have to really look at this film through a comic book point of view, understanding that the dialogue is trite because it has to be, and that the story must somehow have some sort of little zinger at the end that calls for the story to continue. The action scenes here are the standouts, which feature relentless editing, fast camera angles, and even a techno-fueled soundtrack, which works very well.
The key performers, Snipes and Dorff, are terrific; this is the first time that you can actually care about a superhero. Snipes has dimension and even has a few good lines (the best one is when he says `what the f-ck' but the soundtrack has muted out his line), he is fun to watch. Dorff grew on me as Deacon. At first he seemed like a stock character, but eventually he turned into a satisfying villian.
However, with the bad plot, comes the lame dialog, which seems even lame compared to the comic-strip balloons. And some performances, like Wrights, are lousy. I didn't care at all for Kris Kristofferson's role as the guardian of Blade, and all of the other vampires, whether it be a ditsy blonde or a working stiff. Also, some scenes in the movie make no sense, such as when Deacon is executing one of his vampires by exposing him to sunlight, and before he does so, he pulls a couple of his teeth. What's the point? Pulling out teeth is unnecessary when the sun is going to burn him to death! (plus pulling teeth is horrifying to watch, just see `Wild Things')
However, on a whole the movie still works. I would be more satisfied if the performances were smoother and the story made you think and care about what is happening. If not for the amazing pyrotechnics, `Blade' would be a dull film indeed.
Grade: B-
Tech Review
Picture: 2.5 Typical New Line film stock with faded out colors and lots of film grain. Blacks and shadow detail are very good, however.
Sound: 5 The soundtrack, which is mixed in dts, SDDS and Dolby Digital, is outstanding with a rich surround presence, deep, powerful bass (especially in the techno section) and clear dialogue.
Photography: 2.5 While the editing is fast and furious, director Stephen Norrington has trouble framing Panavision properly. Most shots are too messy with bad framing.
The review above was posted to the
rec.arts.movies.reviews newsgroup (de.rec.film.kritiken for German reviews).
The Internet Movie Database accepts no responsibility for the contents of the
review and has no editorial control. Unless stated otherwise, the copyright
belongs to the author.
Please direct comments/criticisms of the review to relevant newsgroups.
Broken URLs inthe reviews are the responsibility of the author.
The formatting of the review is likely to differ from the original due
to ASCII to HTML conversion.
Related links: index of all rec.arts.movies.reviews reviews


${#/hu/scelight/r/html/help/fragment/playing-session.html}
The
Time trend Session
tab analyzes your
Playing Sessions
, and calculates statistics for the plays based on their
position
in their
Playing Sessions
.
The value in the
Play # in session
column tells which play from
each
session
is included in the row's statistics.
Play # in session = 1
) shows you statistics of your first plays from each session (this is when you sit down and start to play).Play # in session = 2
) shows you statistics of your second plays from each session, this is the statistics of all your second plays.


Arsenal Sack Unai Emery Following Poor Run Of Form
by Marisa KennedyArsenal have announced the departure of Unai Emery as manager following their poor run of form in the Premier League and in Europe this season.
The London side recorded a 2-1 defeat to Eintracht Frankfurt in the Europa League on Thursday night, leaving them without a win in their last seven matches.
Arsenal currently sit in eighth place in the Premier League table having won just four of their opening 13 games.
In a statement, the club confirmed that Freddie Ljungberg has been appointed as the interim head coach with the search for a permanent replacement for Emery underway.
The Spaniard lasted just 18 months in the role having replaced Arsene Wenger last year.
Their statement in full reads:
“We announce today that the decision has been taken to part company with our head coach Unai Emery and his coaching team.
“Speaking on behalf of the Arsenal board and our owners Kroenke Sports & Entertainment, Josh Kroenke said: “Our most sincere thanks go to Unai and his colleagues who were unrelenting in their efforts to get the club back to competing at the level we all expect and demand. We wish Unai and his team nothing but future success.”
“The decision has been taken due to results and performances not being at the level required.
“We have asked Freddie Ljungberg to take responsibility for the first team as interim head coach. We have full confidence in Freddie to take us forward.
“The search for a new head coach is underway and we will make a further announcement when that process is complete.”


Part 4: Fork Sidechain
Setup
- Create new datadir
- Create new git branch
Exercises
- Create own chain with 2MB block size.
- Sign blocks.
- Find bitcoin script
- Explain the genesis block's coinbase transaction.
Increasing the blocksize
- primitives/block.h increase
MAX_BLOCK_SIZE
Creating block key
getnewaddress
dumpprivkey <address>
validateaddress <address>
Customizing the chain
- in src/chainparams.cpp
- set scriptDestination to 1-of-1 multisig
Viewing txs that are not yet in the chain
Signing blocks
getblockcount
getnewblockhex
signblock <blockhex>
combineblocksigs <blockhex> <'["signature"]'>
submitblock <signed blockhex>
getblockcount


Analyzing Job Descriptions to Fine-Tune the Process
The Setup
Job Searching can be tough, and one of the hardest parts is trying to understand what it is you're really looking for, and how to get it once you find it. For this project, I wanted to identify key words in job descriptions I was are interested in to optimize my resume and keyword searches.
Secondarily, I wanted to make the process generalizable so that others could benefit. I believe that we all benefit when we share this kind of knowledge.
For a link to the github page, see below. There's also a Google Drive folder that can be copied so that you can easily drop in your files and get crunching.
Methodology
Here's how I did it.
Simple Text Cloud
The basic idea is to load in job postings from Word or other text documents. Once the data is loaded up, I can simply count words to find the common thread in the posts that I'm interested in.
Here's what the visualization looks like:
![My Counts](https://raw.githubusercontent.com/conorbarryhoke/Blog_Posts/master/Job%20Descriptions/my_frequent_words_cloud.jpeg)
So this is fairly helpful. I have some good jargon to work with, but a lot of the terms (like 'teamwork') are pretty generic. Let's see if we can improve on this a bit.
Word Significance
A refinement of the above, the model then looks in a corpus of basic conversational text to create a custom of TF-IDF vector. The current text base is from some random Reddit pages collected in September 2018 for a different project (The source subreddits for each post are in the file). This corpus is then used to develop a word frequency baseline.
The counts for each word from the first part are then divided by relative frequency from the Reddit corpus to get a 'Significance'. The idea is that we don't just want the overall count of a word - just about every post out there is looking for 'teamwork'. By identifying rare words that occur frequently in the job posts you're looking at, you can get a sense of what defines each post, and what makes it unique.
Here's what that looks like:
![My Weights](https://raw.githubusercontent.com/conorbarryhoke/Blog_Posts/master/Job%20Descriptions/my_frequent_words_cloud.jpeg)
From this we can start to see some more interesting patterns emerging. There are skills (SQL, Python) and expertise areas (refine, Tableau) that begin to emerge as important.
Comparison and Conclusion
![My Weights](https://raw.githubusercontent.com/conorbarryhoke/Blog_Posts/master/Job%20Descriptions/word_ranks.jpg)
The column on the left is top words, ranked by the basic count of word stems. On the right is the second methodology, weighting words by relative frequency.
Looking at this table, both versions of the analysis have value.
The basic count is a quick checklist of must haves in a cover letter or resume. Somewhere, you have to mention team-work, insights, reporting ability, the product.
What the Word Significance results start to do is suggest a more natural sentence with real meaning. For example, I can look down the column and see the sentence "Develop data-driven models to improve customer experience and improve product" or "Experience leveraging data science tools to craft financial/marketing analysis". More abstractly, I can see that the job postings in my set are formatted to look for the application of general skills to achieve a result in a specific business area.
When I go to craft line items for my resume, each bullet can probably safely be condensed to read like
"Applied skill and knowledge of tool to achieve result in area."
Each of these generic items can be filled in from a bag of skills I would like to present.
This also gives a framework to condense down vague job postings to identify what the actual ask is.
I encourage you to take a look and run the notebooks below for yourself, and try to improve on the analysis. Happy hunting!
Source files
Jupyter Notebook on github
Jupyter Notebook on Google Drive
If copying the Google Drive notebook, be sure to copy the notebook and all files in the Data subfolder. To insert your own job descriptions, make an individual word document for each, with the naming convention
Job Name - Company Name


View a list of all clubs:
{{name}}
Works on newer computers.
All things colorful or shaped like hearts.
Living well with just vitamins, lean meats, sea food, vegetables, fruits, and nuts.
A bunch of links for people who love the following:
* The Factor Programming Language
* Slava Pestov
* elegant architectures
* powerful, simple solutions to complex problems.
For all questions and complaints about this website.
Keep track of the accomplishments of our dear Leader.
Tips for foreigners who want to visit Tokyo.
Ideas and thoughts on what to do when you are bored online.
Complain about things you hate.
A little club to track predictions about anything.
Articles from economists and historians who are skeptical of the official trash coming from the lips of our elected masters.
Do you love the writings and rantings of Mike "in Tokyo" Rogers? If so, this club is for you.
Liberty + Change through peaceful means.
Links about Chengdu for lazy, busy Western immigrants (aka expats).
in Guilin, Guangxi Province, China
Do you love it or hate it?
For people who want to live in Kuala Lumpur.


{% extends "layout.html" %} {% block content %}
This application is for exploring and entering data into the seabird life history database for Maureen Lynch.
*** This database is derived from work by E.A. Schreiber and J. Burger (2001). The Biology of Marine Birds. CRC Press. Please cite if using data
{% if user.is_authenticated %} {% endif %}Clicking below will allow you to log in to the seabird life history database
This link will bring you to Google Scholar, where you can search for relevant articles on seabird life history
Clicking on this link will bring you to the Seabird Information Network on Seabirds.net, which will allow you to locate other seabird databases


Little Black Book -
Dashboard
Home
Events Per Day
Top 5
- Platforms
1.
2.
3.
4.
5.
Top 5
- User Age
1.
2.
3.
4.
5.
Top 5
- Event Activities
1.
2.
3.
4.
5.


- IAbsSchedulable - Interface in pt.ul.fc.di.lasige.simhs.core.domain.workload
-
- IComponent - Interface in pt.ul.fc.di.lasige.simhs.core.domain.workload
-
- IDPScheduler - Interface in pt.ul.fc.di.lasige.simhs.core.domain.scheduling.taxonomy
-
This interface belongs to a set of interfaces serving only the purpose of
fitting schedulers into a priority- and migration-based taxonomy.
- IEvent - Interface in pt.ul.fc.di.lasige.simhs.core.domain
-
- IFJPScheduler - Interface in pt.ul.fc.di.lasige.simhs.core.domain.scheduling.taxonomy
-
This interface belongs to a set of interfaces serving only the purpose of
fitting schedulers into a priority- and migration-based taxonomy.
- IFTPScheduler - Interface in pt.ul.fc.di.lasige.simhs.core.domain.scheduling.taxonomy
-
This interface belongs to a set of interfaces serving only the purpose of
fitting schedulers into a priority- and migration-based taxonomy.
- IGlobalScheduler - Interface in pt.ul.fc.di.lasige.simhs.core.domain.scheduling.taxonomy
-
This interface belongs to a set of interfaces serving only the purpose of
fitting schedulers into a priority- and migration-based taxonomy.
- ILogger<T> - Interface in pt.ul.fc.di.lasige.simhs.core.simulation
-
Interface defining a generic logger.
- incrementNextJobSequenceNo() - Method in class pt.ul.fc.di.lasige.simhs.core.domain.workload.AbsPeriodicSchedulable
-
- IPartitionedScheduler - Interface in pt.ul.fc.di.lasige.simhs.core.domain.scheduling.taxonomy
-
This interface belongs to a set of interfaces serving only the purpose of
fitting schedulers into a priority- and migration-based taxonomy.
- IPeriodic - Interface in pt.ul.fc.di.lasige.simhs.core.domain.workload
-
- IPlatform - Interface in pt.ul.fc.di.lasige.simhs.core.platform
-
- IProcessor - Interface in pt.ul.fc.di.lasige.simhs.core.platform
-
- IReader - Interface in pt.ul.fc.di.lasige.simhs.core.services
-
- IScheduler - Interface in pt.ul.fc.di.lasige.simhs.core.domain.scheduling
-
Interface representing a scheduler.
- isCompleted() - Method in class pt.ul.fc.di.lasige.simhs.core.domain.scheduling.Job
-
Returns true if this job has no execution units left to be performed.
- isCurrent(Job) - Method in class pt.ul.fc.di.lasige.simhs.core.domain.scheduling.AbsScheduler
-
Method isCurrent.
- isCurrent(Job) - Method in class pt.ul.fc.di.lasige.simhs.core.domain.scheduling.MultiprocessorGlobalScheduler
-
- isCurrent(Job) - Method in class pt.ul.fc.di.lasige.simhs.core.domain.scheduling.MultiprocessorPartitionedScheduler
-
- isCurrent(Job) - Method in class pt.ul.fc.di.lasige.simhs.core.domain.scheduling.schedulers.TSPScheduler
-
- isCurrent(Job) - Method in class pt.ul.fc.di.lasige.simhs.core.domain.scheduling.UniprocessorScheduler
-
- isJobDeadlineAlreadyNotified(Job) - Method in class pt.ul.fc.di.lasige.simhs.core.domain.scheduling.AbsScheduler
-
- ISporadic - Interface in pt.ul.fc.di.lasige.simhs.core.domain.workload
-
- ITask - Interface in pt.ul.fc.di.lasige.simhs.core.domain.workload
-
- iterator() - Method in class pt.ul.fc.di.lasige.simhs.core.domain.scheduling.JobQueue
-
- iterator() - Method in class pt.ul.fc.di.lasige.simhs.core.domain.workload.Workload
-
- iterator() - Method in class pt.ul.fc.di.lasige.simhs.core.platform.PhysicalPlatform
-
- iterator() - Method in class pt.ul.fc.di.lasige.simhs.core.platform.VirtualPlatform
-