EXHIBIT 10.32



 




EXHIBIT 10.32


FORM OF AMENDMENT TO AGREEMENT RELATING TO 
NONCOMPETITION AND OTHER COVENANTS



          Reference is made to the Agreement Relating to Noncompetition and Other Covenants, dated as of
May 7, 1999, by and between GS Inc. and the Executive (the “Noncompetition Agreement”), which
Agreement is hereby amended and supplemented as follows.



     I.      Defined
Terms. Capitalized terms, unless otherwise defined in this Amendment,
shall have the same meanings as in the Noncompetition Agreement.



     II.      Changes
to the Text of the Noncompetition Agreement. The text of the
Noncompetition Agreement is modified as follows:



          Section 2. The last sentence of subpart (a) is modified to read as follows: “Accordingly,
Executive hereby agrees that Executive will not, without the written consent of GS Inc., during the
Employment Period and for six months following the Notice Date....”



          Section 2. A new subpart (d) is added as follows:



          “(d) For purposes of this Agreement, “Notice Date” means the date on which either you or the
Firm gives notice of the termination of your employment pursuant to Section 1 of this Agreement or,
if the termination is for Cause or Extended Absence, the date on which such termination occurs.”



          Section 3. The first sentence of subpart (a) is modified to read as follows: “Executive
hereby agrees that during the Employment Period and for six months following the Notice Date,
Executive will not, in any manner, directly or indirectly....”



          Section 4.
The text of Section 4 is replaced in its entirety with the following:




          “4.  Nonsolicitation and Non-Hire of Selected Goldman Sachs
Personnel.




          (a) Executive hereby agrees that during the Employment Period and for a
period of 18 months after the Notice Date, Executive will not, in any manner, (1)
directly or indirectly Solicit any Selected Firm Personnel to resign from the
Firm or
to apply for or accept employment with any Competitive Enterprise, or (2) on
behalf of Executive or any person or Competitive Enterprise other than the Firm,
directly or indirectly hire or participate in the hiring of any Selected Firm
Personnel
or the identification of Selected Personnel for potential hiring, whether as an
employee or consultant or otherwise.




          (b) “Selected Firm Personnel” means any Firm employee or consultant
with whom you personally worked while employed by the Firm, any Firm
employee or consultant who, in the year preceding your Date of Termination,



 









 






worked in the same division in which you worked, and any Managing Director of the
Firm.”



          Section 5. In the first clause of subpart (a), the phrase “During the Coverage Period” is
replaced with “For a period of 90 days after your Notice Date.”



          Section 5. Subpart (b) is deleted.



          Section 6. The first clause is modified to read as follows: “Executive hereby agrees that
prior to accepting employment with any other person or entity during the Employment Period and for
18 months following the Notice Date, Executive will provide . . . .”



          Section 7. Subpart (c) is amended by adding the following new sentence at the end of the
subpart: “Executive also acknowledges that a violation of any of the Covenants would be detrimental
to the Firm and hence would constitute “Cause” for purposes of any equity awards from the Firm that
Executive may hold.”



     III.      General.



          (a) Except as expressly amended and supplemented hereby, the Noncompetition
Agreement remains in full force and effect.



          (b) In the event of any conflict between the terms of this Amendment and the terms
of the Noncompetition Agreement, the terms of this Amendment shall prevail.



	 	 	 	 	 
	EXECUTIVE	 	THE GOLDMAN SACHS GROUP, INC.
	 	 	(on its behalf, and on behalf of its
subsidiaries and affiliates)
	 
	 	 	 	 
	

	 	By:	 	 
	 

	 	 	 	 
	

	 	 	 	 






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