EX-10.32



 



Exhibit
10.32



THE GOLDMAN SACHS AMENDED AND RESTATED

STOCK INCENTIVE PLAN

                     DISCOUNT STOCK PROGRAM AWARD




     This Award Agreement sets forth the terms and conditions of the award (“DSP Award”) of
RSUs under the                      Discount Stock Program (“DSP RSUs”) granted to you under The Goldman Sachs
Amended and Restated Stock Incentive Plan (the “Plan”).



     1. The Plan. This DSP Award is made pursuant to the Plan, the terms of which are
incorporated in this Award Agreement. Capitalized terms used in this Award Agreement that are not
defined in this Award Agreement have the meanings as used or defined in the Plan. References in
this Award Agreement to any specific Plan provision shall not be construed as limiting the
applicability of any other Plan provision.



     2. Award.



     (a) Form of Award. The number of DSP RSUs subject to this DSP Award is set forth in
the Award Statement delivered to you. The Award Statement shall designate your DSP RSUs as either
“French Alternative Base RSUs” or “French Alternative Discount RSUs”. An RSU is an unfunded and
unsecured promise to deliver (or cause to be delivered) to you, subject to the terms and conditions
of this Award Agreement, a share of Common Stock (a “Share”) on the Delivery Date or as otherwise
provided herein. Until such delivery, you have only the rights of a general unsecured creditor,
and no rights as a shareholder of GS Inc.



     (b) Certain Conditions Precedent.



     (i) Your DSP Award is made available to you solely because you are an employee of the Firm on
the Date of Grant who does not own, directly or indirectly (including any right to acquire shares),
more than ten percent (10%) of the issued share capital of GS Inc.



     (ii) THIS DSP AWARD IS EXPRESSLY CONDITIONED ON: (I) YOUR BEING A PARTICIPANT IN THE GOLDMAN
SACHS PARTNER COMPENSATION PLAN OR THE GOLDMAN SACHS RESTRICTED PARTNER COMPENSATION PLAN ON THE
DATE OF GRANT AND YOUR EXECUTING ANY AGREEMENT REQUIRED IN CONNECTION WITH SUCH PARTICIPATION; AND
(II) YOUR EXECUTING THE RELATED SIGNATURE CARD AND RETURNING IT TO THE ADDRESS DESIGNATED ON THE
SIGNATURE CARD AND/OR BY THE METHOD DESIGNATED ON THE SIGNATURE CARD BY THE DATE SPECIFIED. UNLESS
OTHERWISE DETERMINED BY THE COMMITTEE, YOUR FAILURE TO MEET THESE CONDITIONS WILL RESULT IN THE
CANCELLATION OF YOUR DSP AWARD. THIS DSP AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS
OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AND CHOICE OF
FORUM PROVISIONS SET FORTH IN PARAGRAPH 12. BY EXECUTING THE RELATED SIGNATURE CARD, YOU WILL HAVE
CONFIRMED YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.



     (c) Status under Shareholders’ Agreement. The Shares delivered with respect to this
DSP Award will be subject to the Goldman Sachs Shareholders’ Agreement to which you are a party, as
amended from time to time (the “Shareholders’ Agreement”), except those Shares will not be
considered “Covered Shares” as defined in that Agreement.



 









 





     3. Vesting and Delivery.



     (a) Vesting.



     (i) French Alternative Base RSUs. Except as provided in Paragraph 2(b), you shall be
fully Vested in all of the Outstanding French Alternative Base RSUs on the Date of Grant, and,
subject to Paragraph 9, neither such French Alternative Base RSUs, nor the Shares underlying them,
shall be forfeitable for any reason.



     (ii) French Alternative Discount RSUs. Except as provided in this Paragraph 3 and in
Paragraphs 2, 4, 6, 7, 9, 10 and 15, on each Vesting Date you shall become Vested in the number or
percentage of the Outstanding French Alternative Discount RSUs specified next to such Vesting Date
on the Award Statement (which may be rounded to avoid fractional Shares). While continued active
Employment is not required in order to receive delivery of the Shares underlying your Outstanding
French Alternative Discount RSUs that are or become Vested, all other terms and conditions of this
Award Agreement shall continue to apply, and failure to meet such terms and conditions may result
in the termination of the French Alternative Discount RSUs (as a result of which no Shares
underlying your French Alternative Discount RSUs would be delivered).



     (b) Delivery and Transfer Restrictions. 



     (i) The Delivery Date with respect to all of your DSP RSUs shall be the date specified as such
on your Award Statement, if that date is during a Window Period or, if that date is not during a
Window Period, the first Trading Day of the first Window Period beginning after that date. For
this purpose, a “Trading Day” is a day on which Shares trade regular way on the New York Stock
Exchange. Notwithstanding any other provision to the contrary in this Award Agreement or your
Award Statement, the Delivery Date with respect to your DSP RSUs shall not occur prior to the
expiration of a minimum period of two years following the Date of Grant except as provided in
Paragraph 3(c) hereof.



     (ii) Except as provided in this Paragraph 3 and in Paragraphs 2, 4, 5, 6, 7, 9, 10 and 15, in
accordance with Section 3.23 of the Plan, reasonably promptly (but in no case more than thirty (30)
Business Days) after the date specified as the Delivery Date (or any other date delivery of Shares
is called for hereunder), Shares underlying the number or percentage of your then Outstanding DSP
RSUs with respect to which the Delivery Date (or other date) has occurred (which number of Shares
may be rounded to avoid fractional Shares) shall be delivered by book entry credit to a special
custody account or to a special brokerage account as approved or required by the Firm and shall be
subject to Transfer Restrictions as described in Paragraph 3(b)(iii) until the Transferability Date
(defined below) identified on your Award Statement.



     (iii) Notwithstanding any other provision to the contrary in this Award Agreement (except for
Section 9(h)) or the Award Statement and except as may be determined by the Firm, in its sole
discretion in a manner it concludes is consistent with the deferral of French income taxes with
respect to the DSP Award until a date that is two years following the Delivery Date (the
“Transferability Date”) (i) Shares delivered with respect to any DSP RSUs granted to you shall not
be permitted to be sold, exchanged, transferred, assigned, pledged, hypothecated, fractionalized,
hedged or otherwise disposed of (including through the use of any cash-settled instrument), whether
voluntarily or involuntarily by you (collectively referred to as the “Transfer Restrictions”) and
any purported sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge
or other disposition in violation of the Transfer Restrictions shall be void; and (ii) if and to
the extent Shares underlying such DSP RSUs are certificated, the certificates representing such
Shares are subject to the restrictions in this Paragraph 3(b)(iii) and GS Inc. shall advise its
transfer agent to place a stop order against the transfer of such Shares in violation of the
Transfer Restrictions. Within 30 Business Days after the Transferability Date (or any other date
described herein the Transfer Restrictions are removed), GS Inc. shall take, or shall cause to be
taken, such steps as may be necessary to remove the Transfer Restrictions.



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     (iv) Notwithstanding the foregoing, if you are or become considered by GS Inc. to be one of
its “covered employees” within the meaning of Section 162(m) of the Code, then you shall be subject
to Section 3.21.3 of the Plan, as a result of which delivery of your Shares may be delayed.



     (v) Notwithstanding Section 1.3.2(i) of the Plan, you shall receive, on the Delivery Date,
Shares only to the exclusion of cash, other securities, other Awards or other property.



     (vi) Pending receipt of any consents deemed necessary or appropriate by the Firm, Shares in
respect of your DSP Award initially may be delivered into an escrow account meeting such terms and
conditions as determined by the Firm. Any such escrow arrangement shall, unless otherwise
determined by the Firm, provide that (A) the escrow agent shall have the exclusive authority to
vote such Shares while held in escrow and (B) dividends paid on such Shares held in escrow may be
accumulated and shall be paid as determined by GS Inc. in its discretion. By accepting your DSP
Award, you have agreed to execute such documents and take such steps as may be deemed necessary or
appropriate by the Firm to establish and maintain any such escrow account.



     (c) Death. Notwithstanding any other Paragraph of this Award Agreement, if you die
prior to the Delivery Date with respect to your DSP RSUs and/or the Transferability Date with
respect to your Shares underlying all of your then Outstanding DSP RSUs, as soon as practicable
after the date of death and after such documentation as may be requested by the Committee is
provided to the Committee: (i) the Shares underlying all of your then Outstanding DSP RSUs shall
be delivered to the representative of your estate; and (ii) the Transfer Restrictions then
applicable to the Shares shall be removed. The Committee may adopt procedures pursuant to which
you may be permitted to specifically bequeath some or all of your Outstanding DSP RSUs under your
will to an organization described in Sections 501(c)(3) and 2055(a) of the Code (or such other
similar charitable organization as may be approved by the Committee).



     4. Termination of French Alternative Discount RSUs and Non-Delivery of Shares.



     (a) Unless the Committee determines otherwise, and except as provided in Paragraphs 3(c), 6, 7
and 9(h), if your Employment terminates for any reason or you otherwise are no longer actively
employed with the Firm, your rights in respect of your French Alternative Discount RSUs (but not
your French Alternative Base RSUs) that were Outstanding but that had not yet become Vested
immediately prior to your termination of Employment immediately shall terminate, such French
Alternative Discount RSUs shall cease to be Outstanding and no Shares shall be delivered in respect
thereof.



     (b) Unless the Committee determines otherwise, and except as provided in Paragraphs 6 and 7,
your rights in respect of all of your Outstanding French Alternative Discount RSUs (whether or not
Vested) (but not your French Alternative Base RSUs), immediately shall terminate, such French
Alternative Discount RSUs shall cease to be Outstanding, and no Shares shall be delivered in
respect thereof if:



     (i) you attempt to have any dispute under the Plan or this Award Agreement resolved in any
manner that is not provided for by Paragraph 12 or Section 3.17 of the Plan;



     (ii) any event that constitutes Cause has occurred;



     (iii) (A) you, in any manner, directly or indirectly, (1) Solicit any Client to transact
business with a Competitive Enterprise or to reduce or refrain from doing any business with the
Firm, (2) interfere with or damage (or attempt to interfere with or damage) any relationship
between the Firm and any Client, (3) Solicit any person who is an employee of the Firm to resign
from the Firm or to apply for or accept employment with any Competitive Enterprise or (4) on behalf
of yourself or any person or Competitive Enterprise hire, or participate in the hiring of, any
Selected Firm Personnel, or identify, or participate in the identification of, Selected Firm
Personnel for potential hiring, whether as an employee or consultant or otherwise, or (B) Selected
Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status (1)
by a Competitive Enterprise that you form, that bears your name, in which you are a partner, member
or have similar



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status, or in which you possess or control greater than a de minimis equity
ownership, voting or profit participation or (2) by any Competitive Enterprise where you have, or
are intended to have, direct or indirect managerial or supervisory responsibility for such Selected
Firm Personnel;




     (iv) you fail to certify to GS Inc., in accordance with procedures established by the
Committee, that you have complied, or the Committee determines that you in fact have failed to
comply, with all the terms and conditions of the Plan and this Award Agreement. By accepting the
delivery of Shares under this Award Agreement, you shall be deemed to have represented and
certified at such time that you have complied with all the terms and conditions of the Plan and
this Award Agreement;



     (v) the Committee determines that you failed to meet, in any respect, any obligation you may
have under any agreement between you and the Firm, or any agreement entered into in connection with
your Employment with the Firm, including, without limitation, the Firm’s notice period requirement
applicable to you, any offer letter, employment agreement, the Shareholders’ Agreement or any other
shareholders’ agreement to which other similarly situated employees of the Firm are a party; or



     (vi) as a result of any action brought by you, it is determined that any of the terms or
conditions for delivery of Shares in respect of this Award Agreement are invalid.



For purposes of the foregoing, the term “Selected Firm Personnel” means: (i) any Firm employee or
consultant (A) with whom you personally worked while employed by the Firm, or (B) who at any time
during the year immediately preceding your termination of Employment with the Firm, worked in the
same division in which you worked; and (ii) any Managing Director of the Firm.



     5. Repayment. The provisions of Section 2.6.3 of the Plan (which requires Award
recipients to repay to the Firm amounts delivered to them if the Committee determines that all
terms and conditions of this Award Agreement in respect of such delivery were not satisfied) shall
apply to your French Alternative Discount RSUs but, subject to Paragraph 2(b), not your French
Alternative Base RSUs.



     6. Extended Absence and Downsizing.



     (a) Notwithstanding any other provision of this Award Agreement, but subject to Paragraphs
3(b)(i), 3(b)(iii) and 6(b), in the event of the termination of your Employment (determined as
described in Section 1.2.19 of the Plan) by reason of Extended Absence, the condition set forth in
Paragraph 4(a) shall be waived with respect to any French Alternative Discount RSUs that were
Outstanding but that had not yet become Vested immediately prior to such termination of Employment
(as a result of which such French Alternative Discount RSUs shall become Vested), but all other
terms and conditions of this Award Agreement shall continue to apply.



     (b) Without limiting the application of Paragraph 4(b), your rights in respect of your
Outstanding French Alternative Discount RSUs that become Vested in accordance with Paragraph 6(a)
immediately shall terminate, such Outstanding French Alternative Discount RSUs shall cease to be
Outstanding, and no Shares shall be delivered in respect thereof if, prior to the original Vesting
Date with respect to such French Alternative Discount RSUs, you (i) form, or acquire a 5% or
greater equity ownership, voting or profit participation interest in, any Competitive Enterprise,
or (ii) associate in any capacity (including, but not limited to, association as an officer,
employee, partner, director, consultant, agent or advisor) with any Competitive Enterprise.



     (c) Notwithstanding any other provision of this Award Agreement and subject to your executing
such general waiver and release of claims and an agreement to pay any associated tax liability,
both as may be prescribed by the Firm or its designee, if your Employment is terminated without
Cause solely by reason of a “downsizing,” the condition set forth in Paragraph 4(a) shall be waived
with respect to a portion of your French Alternative Discount RSUs that were Outstanding but that had not yet become Vested
immediately prior to such termination of Employment by reason of “downsizing,” as a result of which
you shall become Vested in



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a portion of such French Alternative Discount RSUs, determined with
respect to each remaining Vesting Date by multiplying the number of French Alternative Discount
RSUs that would become Vested on each remaining Vesting Date by a fraction, the numerator of which
is the number of months from the Date of Grant to the date your Employment terminated, and the
denominator of which is the number of months from the Date of Grant to the applicable Vesting Date,
but all other terms and conditions of this Award Agreement shall continue to apply. Whether or not
your Employment is terminated solely by reason of a “downsizing” shall be determined by the Firm in
its sole discretion. No termination of Employment initiated by you, including any termination
claimed to be a “constructive termination” or the like or a termination for good reason, will be
solely by reason of a “downsizing.”




     7. Change in Control. Without limiting the applicability of Paragraphs 3(b)(i) and
3(b)(ii) hereof, and notwithstanding anything to the contrary in this Award Agreement, in the event
a Change in Control shall occur and within 18 months thereafter the Firm terminates your Employment
without Cause or you terminate your Employment for Good Reason, all Shares underlying your then
Outstanding DSP RSUs, whether or not Vested, shall be delivered (but not earlier than the second
anniversary of the Date of Grant) and Shares so delivered shall be subject to the Transfer
Restrictions described in Paragraph 3(b)(iii).



     8. Dividend Equivalent Rights. Each DSP RSU shall include a Dividend Equivalent
Right. Accordingly, with respect to each of your Outstanding DSP RSUs, at or after the time of
distribution of any regular cash dividend paid by GS Inc. in respect of a Share the record date for
which occurs on or after the Date of Grant, you shall be entitled to receive an amount (less
applicable withholding) equal to such regular dividend payment as would have been made in respect
of the Share underlying such Outstanding DSP RSU. Payment in respect of a Dividend Equivalent
Right shall be made only with respect to DSP RSUs that are Outstanding on the relevant record date.
Each Dividend Equivalent Right shall be subject to the provisions of Section 2.8.2 of the Plan.



     9. Certain Additional Terms, Conditions and Agreements.



     (a) The delivery of Shares is conditioned on your satisfaction of any applicable withholding
taxes in accordance with Section 3.2 of the Plan. To the extent permitted by applicable law, the
Firm, in its sole discretion, may require you to provide amounts equal to all or a portion of any
Federal, State, local, foreign or other tax obligations imposed on you or the Firm in connection
with the grant, vesting or delivery of this DSP Award by requiring you to choose between remitting
such amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form of proceeds
from the Firm’s executing a sale of Shares delivered to you pursuant to this DSP Award. In
addition, if you are an individual with separate employment contracts (at any time during and/or
after the Firm’s                      fiscal year), the Firm may, in its sole discretion, require you to provide for
a reserve in an amount the Firm determines is advisable or necessary in connection with any actual,
anticipated or potential tax consequences related to your separate employment contracts by
requiring you to choose between remitting such amount (i) in cash (or through payroll deduction or
otherwise) or (ii) in the form of proceeds from the Firm’s executing a sale of Shares delivered to
you pursuant to this DSP Award (or any other Outstanding Awards under the Plan). In no event,
however, shall any choice you may have under the preceding two sentences determine, or give you any
discretion to affect, the timing of the delivery of Shares or the timing of payment of tax
obligations.



     (b) Your rights in respect of your French Alternative Discount RSUs are conditioned on your
becoming a party to any shareholders’ agreement to which other similarly situated employees of the
Firm are a party.



     (c) Your rights in respect of your DSP Award are conditioned on the receipt to the full
satisfaction of the Committee of any required consents (as described in Section 3.3 of the Plan)
that the Committee may determine to be necessary or advisable.



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     (d) You understand and agree, in accordance with Section 3.3 of the Plan, by accepting this
Award, you have expressly consented to all of the items listed in Section 3.3.3(d) of the Plan,
which are incorporated herein by reference.



     (e) You understand and agree, in accordance with Section 3.22 of the Plan, by accepting this
Award you have agreed to be subject to the Firm’s policies in effect from time to time concerning
trading in Shares and hedging or pledging Shares and equity-based compensation or other awards
(including, without limitation, the Firm’s “Policies With Respect to Transactions Involving GS
Shares, Equity Awards and GS Options by Persons Affiliated with GS Inc.”), and confidential or
proprietary information, and to effect sales of Shares delivered to you in respect of your DSP RSUs
in accordance with such rules and procedures as may be adopted from time to time with respect to
sales of such Shares (which may include, without limitation, restrictions relating to the timing of
sale requests, the manner in which sales are executed, pricing method, consolidation or aggregation
of orders and volume limits determined by the Firm). In addition, you understand and agree that
you shall be responsible for all brokerage costs and other fees or expenses associated with this
Award, including, without limitation, such brokerage costs or other fees or expenses in connection
with the sale of Shares delivered to you hereunder.



     (f) In addition to the legend described in Paragraph 3(b)(iii) hereof, GS Inc. may affix to
Certificates representing Shares issued pursuant to this Award Agreement any legend that the
Committee determines to be necessary or advisable (including to reflect any restrictions to which
you may be subject under a separate agreement with GS Inc.). GS Inc. may advise the transfer agent
to place a stop order against any legended Shares.



     (g) You undertake to comply with (and take all steps requested by the Firm to assure that it
complied with) the reporting requirements to be established by French law and regulations in
order to benefit from the tax and social security regime set forth under article 83 of the
Finance Bill for 2005 (#2004-1484) dated December 30, 2004, article 41 of the Law #2005-842 dated
July 26, 2005 and articles 34, 39, 40 and 41 of the law #2006-1770 dated December 30, 2006.



     (h) Without limiting the application of Paragraph 4(b), if:



     (i) your Employment with the Firm terminates solely because you resigned to accept employment
at any U.S. Federal, state or local government, any non-U.S. government, any supranational or
international organization, any self-regulatory organization or any agency, or instrumentality of
any such government or organization, or any other employer determined by the Committee, and as a
result of such employment, your continued holding of your Outstanding French Alternative Discount
RSUs and/or the Shares delivered in respect of your French Alternative Discount RSUs that are
subject to Transfer Restrictions would result in an actual or perceived conflict of interest
(“Conflicted Employment”); or



     (ii) following your termination of Employment other than described in Paragraph 9(h)(i), you
notify the Firm that you have accepted or intend to accept Conflicted Employment at a time when you
continue to hold Outstanding French Alternative Discount RSUs or any French Alternative Base RSUs,
and/or Shares delivered in respect of DSP RSUs that are subject to Transfer Restrictions;


then, in the case of Paragraph 9(h)(i) above only, the condition set forth in Paragraph 4(a) shall
be waived with respect to any French Alternative Discount RSUs you then hold that had not yet
become Vested (as a result of which such French Alternative Discount RSUs shall become Vested) and,
in the case of Paragraphs 9(h)(i) and 9(h)(ii) above, the Transfer Restrictions with respect to
Shares delivered in respect of DSP RSUs that are subject to Transfer Restrictions shall be removed,
and, at the sole discretion of the Firm, you shall receive either a lump sum cash payment in
respect of, or delivery of Shares underlying, all then Outstanding Vested French Alternative
Discount RSUs (including those that become Vested in connection with Paragraph 9(h)(i) by reason of
the immediately foregoing) and French Alternative Base RSUs, in each case as soon as practicable
after the Committee has received satisfactory documentation relating to your Conflicted Employment.
Notwithstanding anything else herein, payment or delivery in respect of the DSP RSUs as a result of this Paragraph
9(h) shall be






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made only at such time and if and to the extent as would not result in the imposition
of any additional tax to you under Section 409A of the Code (which governs the taxation of certain
deferred compensation).




     10. Right of Offset. The obligation to deliver Shares under this Award Agreement is
subject to Section 3.4 of the Plan, which provides for the Firm’s right to offset against such
obligation any outstanding amounts you owe to the Firm and any amounts the Committee deems
appropriate pursuant to any tax equalization policy or agreement.



     11. Amendment. The Committee reserves the right at any time to amend the terms and
conditions set forth in this Award Agreement, and the Board may amend the Plan in any respect;
provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(g) and 3.1 of the Plan,
no such amendment shall materially adversely affect your rights and obligations under this Award
Agreement without your consent; and provided further that the Committee expressly reserves its
rights to amend this Award Agreement and the Plan as described in
Sections 1.3.2(h)(1), (2) and (4)
of the Plan. Any amendment of this Award Agreement shall be in writing signed by an authorized
member of the Committee or a person or persons designated by the Committee.



     12. Arbitration; Choice of Forum. BY ACCEPTING THIS DSP AWARD, YOU UNDERSTAND AND
AGREE THAT THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN,
WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND WHICH, AMONG OTHER THINGS, PROVIDE THAT
ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN OR THIS AWARD AGREEMENT SHALL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK
CITY, PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN, SHALL APPLY.



     13. Non-transferability. Except as otherwise may be provided in this Paragraph 13 or
as otherwise may be provided by the Committee, the limitations on transferability set forth in
Section 3.5 of the Plan shall apply to this DSP Award. Any purported transfer or assignment in
violation of the provisions of this Paragraph 13 or Section 3.5 of the Plan shall be void. The
Committee may adopt procedures pursuant to which some or all recipients of DSP Awards may transfer
some or all of their DSP Awards through a gift for no consideration to any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, any person sharing the recipient’s household (other than a tenant or employee), a
trust in which these persons have more than 50% of the beneficial interest, and any other entity in
which these persons (or the recipient) own more than 50% of the voting interests.



     14. Governing Law. THIS DSP AWARD SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.



     15. Delay in Payment. To the extent required in order to avoid the imposition of any
interest and/or additional tax under
Section 409A(a)(1)(B) of the Code, any payments or deliveries
due as a result of your termination of Employment with the Firm may be delayed for six months if
you are deemed to be a “specified employee” as defined in Section 409A(a)(2)(i)(B) of the Code.



     16. Headings. The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof.




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     IN WITNESS WHEREOF, GS Inc. has caused this Award Agreement to be duly executed and delivered
as of the Date of Grant.




	 	 	 	 	 
	 	 	THE GOLDMAN SACHS GROUP, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	Name:
	 	 
	 

	 	Title:
	 	 







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