EX-10.54



 



EXHIBIT 10.54


The Goldman Sachs Group, Inc.

Signature Card For                      Awards

and the Mellon Custody Account and Consent to Receive Electronic Delivery









IMPORTANT: PLEASE REVIEW, EXECUTE AND RETURN THIS FORM TO:

EQUITY COMPENSATION (DIVISION OF HCM), 180 MAIDEN LANE, 24TH FLOOR, NEW YORK, NY 10038.




YOU MUST PROPERLY EXECUTE THIS FORM TO ACKNOWLEDGE ACCEPTANCE OF THE TERMS AND CONDITIONS OF YOUR AWARD(S) AND RELATED MATTERS.







1. I have received and agree to be bound by The Goldman Sachs Amended and Restated Stock Incentive
Plan (the “SIP”) and the Award Agreement(s) applicable to me in connection with the ___ Award(s)
(the “Award(s)”) that I have been granted by the Firm (as defined below). I confirm that I have
accepted the Award(s) subject to the terms and conditions contained in the SIP and the Award
Agreement(s), including but not limited to, the requirement that disputes relating to the Award(s)
and the Award Agreement(s) be decided through arbitration in New York City and be governed by New
York law.



As a condition of this grant, I understand that the Award(s) (as well as any other award that the
Firm may grant to me under the SIP) is/are subject to other governing law provisions (as outlined
in this signature card, in the current or otherwise then current Award Summary (as defined below)
or otherwise as may be required under applicable law) and, as a condition to receiving such awards,
I agree to be bound thereby. I also understand that the Firm may grant to me other awards under
the SIP that also may contain (among other terms and conditions) arbitration and other governing
law provisions and, as a condition to receiving such awards, I agree to be bound thereby. As a
condition of this grant, I agree to provide upon request an appropriate certification regarding my
U.S. tax status on Form W-8BEN, Form W-9, or other appropriate form, and I understand that failure
to supply a required form may result in the imposition of backup withholding on certain payments I
receive pursuant to this grant.



Further, as a condition of this grant, if I am a person who has worked in the United
Kingdom at any time during the earnings period relating to any award under the SIP, as
determined by the Firm, when requested and as directed by the Firm, I will agree to a Joint
Election under s431 ITEPA 2003 of the laws of the United Kingdom for full or partial disapplication
of Chapter 2 Income Tax (Earnings and Pension) Act 2003 under the laws of the United Kingdom and
will sign and return such election in respect of all future
deliveries of shares underlying the 
Award(s) and any previous grants made to me under the SIP and understand that the Firm intends to
meet its delivery obligations in shares with respect to my Award(s), except as may be prohibited by
law or described in the accompanying Award Agreement or supplementary materials.



If I have worked in Switzerland at any time during the earnings period relating to the
Award(s) granted to me as determined by the Firm, (i) I acknowledge that my Award(s) are subject to
tax in accordance with the rulings and method of calculation of taxable values to be agreed by the
Firm with the Federal and/or Zurich/Geneva cantonal/communal tax authorities or as otherwise
directed by the Firm, and (ii) I hereby agree to be bound by any rulings agreed by the Firm in
respect of any Award(s), which is expected to result in taxation at the time of delivery of shares
(or cash or other property in lieu thereof), and (iii) I undertake to declare and make a full and
accurate income tax declaration in respect of my Award(s) in accordance with the above ruling or as
directed by the Firm.



I understand and acknowledge that any transfer provisions (including, where applicable, escrow and
other similar provisions) in the SIP or related documents will not apply to me (i) to the extent
that the applicability of those provisions would affect the availability of relevant exemptions or
tax favorable treatment, or (ii) otherwise in circumstances determined by the Firm in its sole
discretion.



2. I have read and understand the Firm’s “Notice Periods for Recipients of Year-End Equity-Based
Awards” (the “Notice Policy”), pursuant to which I am required to provide certain specified advance
notice of my intent to leave employment with the Firm. I understand that in executing this form, I
will be agreeing to provide my employing entity with advance notice of my intention to leave
employment with the Firm as follows:





	 	•	 	In the Americas, Japan and Asia Ex-Japan (excluding India): 60 days in advance of my
termination date
	 
	 	•	 	In Europe, the Middle East, Africa and India: 90 days in advance of my termination date




and that, where applicable (see the provisions in the Award Summary), the provisions of the Notice
Policy constitute a permanent change to my terms and conditions of employment. I agree to this
change in consideration of my continued employment with the Firm and my acceptance of the Award(s),
and I agree to be bound by the Notice Policy as in effect from time-to-time.



I understand that the Firm will provide me with the same notice where required by local law. I
acknowledge that the agreement concerning my notice period is being made for and on behalf of my
Goldman Sachs employing entity, and that implementation of the Notice Policy does not create an
employment relationship between me and The Goldman Sachs Group, Inc.



I understand that in certain jurisdictions (for example the United States), the Firm has the right
unilaterally to waive or reduce the notice period otherwise applicable to me and consider my
termination of employment effective on such earlier date as may be determined by the Firm, that the
Firm retains its rights to reduce the notice period to such earlier date, and that I will not be
entitled to any wages or benefits after such earlier date.



I understand that unless the notice period is waived by agreement or unilaterally as set out above,
or I have exercised a statutory right to make a payment in lieu of my notice period, I will be paid
my base salary and will continue to receive all mandatory benefits during the notice period. I
understand that during my notice period I may (subject to any local laws to the contrary) be
required to remain away from the Firm’s offices, and/or be removed from any assigned duties or
assigned to other suitable duties during my notice period.



I understand that if I fail to give the full amount of notice as set out above, or to comply in any
respect with the Notice Policy, I will have failed to meet an obligation I have under an agreement
with the Firm, as a result of which the Firm may have certain rights and I may be subject to
certain legal and equitable rights and remedies, including, without limitation, the forfeiture of
the Award(s) and any other awards granted to me (whether before or after the Award(s)) under the
SIP. The forfeiture of such Award(s) will also apply where I fail to give the full amount of
notice by exercising any right I may have under applicable legislation to make a payment in lieu of
such notice. I also understand that, if I fail to comply with the Notice Policy, the Firm may be
entitled to an injunction from a court restraining me from violating it.



I understand that, for employees of Archon Group, L.P., the Notice Policy applies only to Senior
Executives.



3. I have read and understand the Firm’s hedging and pledging policies (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 agree to be bound by them (with respect to
the Award(s) and any prior awards under the SIP), both during and following my employment with the
Firm.



4. If a custody account is required, I request that Mellon Bank, N.A. (“Mellon Bank”) open a
custody account for me as described in the enclosed Custody Agreement among Mellon Bank, The
Goldman Sachs Group, Inc., and myself. I have received and agree to be bound by the Custody
Agreement (or any other such custody agreement previously entered into by me or on my behalf),
including the applicable restrictions on transfers, pledges and withdrawals of Common Stock, the
provisions permitting the Firm to monitor my custody account, and the limitations on the liability
of Mellon Bank and the Firm. I also agree to open an account with any other custodian or broker
selected by the Firm, if the Firm, in its sole discretion, requires me to open an account with such
custodian or broker as a condition to delivery of shares (or cash or other property) underlying the
Award(s).



5. If the Firm advanced or loaned me funds to pay certain taxes (including income taxes and Social
Security, or similar contributions) in connection with the Award(s) (or does so in the future), and
if I have not signed a separate loan agreement governing repayment, I authorize the Firm to
withhold from my compensation any amounts required to reimburse it for any such advance or loan to
the extent permitted by applicable law.



I understand and agree that, if I leave the Firm, I am required immediately to repay any
outstanding amount. I further understand and agree that the Firm has the right to offset, to the
extent permitted by the Award Agreement and applicable law, any outstanding amounts that I then owe
the Firm against its delivery obligations under the Award(s) or against any other amounts the Firm
then owes me. I understand that the delivery of shares pursuant to the Award(s) is conditioned on
my satisfaction of any applicable taxes or social security contributions (collectively referred to
as “tax” or “taxes” for purposes of the SIP and all related documents) in accordance with the SIP. 
To the extent permitted by applicable law, the Firm, in its sole discretion, may require me to
provide amounts equal to all or a portion of any Federal, State, local, foreign or other tax
obligations imposed on me or the Firm in connection with the grant, vesting or delivery of the
Award(s) by requiring me 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 me pursuant to the Award(s). However, in no event shall any such choice or the choice
specified in paragraph 6, below, determine, or give me any discretion to affect, the timing of the
delivery of shares or payment of tax obligations. I understand and agree that the Firm may reduce
any year-end cash bonus that I may receive by an amount equal to the estimated Indian Fringe
Benefit Tax applicable to any award (whether or not vested), as determined by the Firm in its sole
discretion.



6. If I am an individual with separate employment contracts (at any time during and/or after the
Firm’s                      fiscal year), I acknowledge and agree that the Firm may, in its sole discretion,
require (to the extent permitted by applicable law) that I 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 my separate employment contracts by requiring me to choose between
remitting such amount (i) in cash (or through payroll deductions or otherwise) or (ii) in the form
of proceeds from the Firm’s executing a sale of shares delivered to me pursuant to the Award(s) (or
any other of my awards outstanding under the SIP).



7. In connection with any Award Agreement or other interest I may receive in the SIP or any shares
of Common Stock of The Goldman Sachs Group, Inc. that I may receive in connection with the Award(s)
or any award I have previously received or may receive, or in connection with any amendment or
variation thereof or any documents listed in paragraph 8, I hereby consent to (a) the acceptance by
me of the Award(s) electronically, (b) the giving of instructions in electronic form whether by me
or the Firm, and (c) the receipt in electronic form at my email address maintained at Goldman Sachs
or via Goldman Sachs’ intranet site (or, if I am no longer employed by the Firm, at such other
email address as I may specify, or via such other electronic means as the Firm and I may agree) all
notices and information that the Firm is required by law to send to me in connection therewith
including, without limitation, any document (or part thereof) constituting part of a prospectus
covering securities that have been registered under the U.S. Securities Act of 1933, the
information contained in any such document and any information required to be delivered to me under
Rule 428 of the U.S. Securities Act of 1933, including, for example, the annual report to security
holders or the annual report on Form 10-K of The Goldman Sachs Group, Inc. for its latest fiscal
year, and that all prior elections that I may have made relating to the delivery of any such
document in physical form are hereby revoked and superseded. I agree to check Goldman Sachs’
intranet site (or, if I am no longer employed by the Firm, such other electronic site as the Firm
and I may agree) periodically as I deem appropriate for any new notices or information concerning
the SIP. I understand that I am not required to consent to the receipt of such documents in
electronic form in order to receive the Award(s) and that I may decline to receive such documents
in electronic form by contacting Equity Compensation (division of HCM), 180 Maiden Lane, 24th
Floor, New York, NY 10038, telephone (212) 357-1444, which will provide me with hard copies of such
documents upon request. I also understand that this consent is voluntary and may be revoked at any
time on three business days’ written notice.




 









 








8. I hereby acknowledge that I have received in electronic form in accordance with my consent in
paragraph 7 the following documents:





	 	•	 	The Goldman Sachs Amended and Restated Stock Incentive Plan;
	 
	 	•	 	Summary of The Goldman Sachs Amended and Restated Stock Incentive Plan;
	 
	 	•	 	Custody Agreement with Mellon Bank;
	 
	 	•	 	The                      Annual Report for The Goldman Sachs Group, Inc.;
	 
	 	•	 	The annual report on Form 10-K for The Goldman Sachs Group, Inc. for the fiscal year ended
                    , filed with the Securities Exchange Commission on
                     ;
	 
	 	•	 	The Award Agreement(s); and
	 
	 	•	 	Summaries of the Award(s) (“Award Summary”).




9. I expressly authorize any appropriate representative of the Firm to make any notifications,
filings or remittances of funds that may be required in connection with the SIP or otherwise on my
behalf. Further, if I am an employee who is resident in South Africa at the time of share
acquisition, by accepting my Award(s), I expressly authorize any appropriate representative of the
Firm to make any required notification on my behalf to the Reserve Bank of South Africa (or its
authorized dealer) in relation to any acquisition of shares for no consideration under the SIP or
other similar filing that may otherwise be required in South Africa. I acknowledge that any such
authorization is effective from the date of acceptance of my Award(s) until such time as I
expressly revoke the authorization by written notice to any appropriate representative of the Firm.
I understand that this authorization does not create any obligation on the Firm to deal with any
such notifications, filings or remittances of funds that I may be required to make in connection
with the SIP and I accept full responsibility in this regard.




Consent to Data Collection, Processing and Transfers:








I understand and agree that in connection with the SIP and any other Firm benefit plan (the
“Programs”), to the extent permitted under the laws of the applicable jurisdiction, the Firm may
collect and process various data that is personal to me, including my name, address, work
location, hire date, Social Security or Social Insurance or taxpayer identification number
(required for tax purposes), type and amount of SIP or other benefit plan award, citizenship or
residency (required for tax purposes) and other similar information reasonably necessary for the
administration of such Programs (collectively referred to as “Information”) and provide such
Information to its affiliates and Mellon Bank (and its affiliates) or any other service provider,
whether in the United States or elsewhere, as is reasonably necessary for the administration of
the Programs and under the laws of these jurisdictions. I understand that, in certain
circumstances, foreign courts, law enforcement agencies or regulatory agencies may be entitled to
access the Information. I understand that, unless I explicitly authorize otherwise, the Firm, its
affiliates and its service providers (through their respective employees in charge of the relevant
electronic and manual processing) will use this Information only for purposes of administering the
Programs. I understand that, in the United States and in other countries to which such
Information may be transferred for the administration of the Programs, the level of data
protection is not equivalent to data protection standards in the member states of the European
Union. I understand that, upon request, to Equity Compensation (division of HCM), 180 Maiden
Lane, 24th Floor, New York, NY 10038, telephone (212) 357-1444, to the extent required under the
laws of the applicable jurisdiction, I may have access to and obtain communication of the
Information and may exercise any of my rights in respect of such Information, including objecting
to the processing of the Information and requesting that the Information be corrected (if wrong),
completed or clarified (if incomplete or equivocal), or erased (if cannot legally be collected or
kept). Upon request, to the extent required under the laws of the applicable jurisdiction, Equity
Compensation (division of HCM) will also provide me, free of charge, with a list of all the
service providers used in connection with the Programs at the time of request. I understand that,
if I refuse to authorize the use and transfer of the Information consistent with the above, I may
not benefit from the Programs. I authorize the use and transfer of the Information consistent
with the above for the period of administration of the Programs. In particular, I authorize
(within the limits described above): (i) the data processing by the Firm (which means The Goldman
Sachs Group, Inc. and its subsidiaries and affiliates); (ii) the data processing by Mellon Bank
and its affiliates; (iii) the data processing by the Firm’s other service providers; and (iv) the
data transfer to the United States and other countries. I further acknowledge that the
Information may be retained by such persons beyond the period of administration of the Programs to
the extent permitted under the laws of the applicable jurisdiction and I so authorize.









 









 





Other Legal Notices:



FOR ARGENTINA EMPLOYEES ONLY



This is a private offer. It is not subject to the supervision of the Comision Nacional de Valores
(CNV) or any other governmental authority in Argentina.




FOR AUSTRALIA EMPLOYEES ONLY



“This document is provided for your information only. This document does not constitute an offer of
securities. Your individual offer of participation will be given to you directly with a printed
copy of the disclosure document.”




FOR BRAZIL EMPLOYEES ONLY



Please note that the offer of an award under the SIP does not constitute a public offer in Brazil,
and therefore it is not subject to registration with the Brazilian authorities.



According to Brazilian regulations, individuals resident in Brazil must inform the Central Bank of
Brazil yearly the amounts of any nature, the assets and rights (including cash and other deposits)
held outside of the Brazilian territory. Please consult your own legal counsel on the terms and
conditions for presentation of such information.




FOR THE PEOPLE’S REPUBLIC OF CHINA EMPLOYEES ONLY



All documentation in relation to the Award(s) is intended for your personal use and in your
capacity as an employee of the Firm (and/or its affiliate) and is being given to you solely for the
purpose of providing you with information concerning the Award(s) which the Firm may grant to you
as an employee of the Firm (and/or its affiliate) in accordance with the terms of the SIP, this
documentation and the applicable Award Agreement(s). The grant of the Award(s) has not been and
will not be registered with the China Securities Regulatory Commission of the People’s Republic of
China pursuant to relevant securities laws and regulations, and the Award(s) may not be offered or
sold within the mainland of the People’s Republic of China by means of any of the documentation in
relation to the Award(s) through a public offering or in circumstances which require a registration
or approval of the China Securities Regulatory Commission of the People’s Republic of China in
accordance with the relevant securities laws and regulations.




FOR DUBAI EMPLOYEES ONLY



Please note that participation in the SIP is subject to clearance by the Dubai Financial Services
Authority, which will be requested by the Firm. Any grant of SIP awards is conditional upon such
clearance being obtained, and any acceptance of such awards will not be effective until that time.










 








FOR FRANCE EMPLOYEES ONLY



Disclaimer:

The current award is not covered by any prospectus which is the subject of the AMF’s approval.
Grantees can only receive this award for their own account (“compte propre”) in the conditions laid
down by articles D. 411-1, D. 411-2, D.411-3, D.411-4, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of
the French Monetary and Financial Code. Any direct or indirect dissemination into the public of
the financial instruments acquired can only take place within the conditions of articles L. 411-1,
L. 411-2, L. 412-1 and L. 621-8 -to L. 621-8-3 of the French Monetary and Financial Code.



By accepting this award, you acknowledge that the Firm has provided you with French translations of
the Award Summary, Award Agreement and Signature Card, but that the original English version of
these documents control.



Avertissement:

La présente attribution ne donne pas lieu à un prospectus soumis au visa de l’Autorité des marchés
financiers. Les personnes qui y participent ne peuvent le faire que pour compte propre dans les
conditions fixées par les articles D. 411-1, D. 411-2, D.411-3,
D.411-4, D. 734-1,
D. 744-1, D.
754-1 et D.
764-1 du Code monetaire et financier. La diffusion, directe ou indirecte, dans le
public des instruments financiers ainsi acquis, ne peut être réalisée que dans les conditions
prévues aux articles L. 411-1, L. 411-2 L. 412-1 et L. 621-8 à L. 621-8-3 du Code monétaire et
financier.



En acceptant cet octroi, vous reconnaissez que la Société vous a transmis une version français de
l’Award Summary (Résumé de l’Octroi), l’Award Agreement (Contrat d’Octroi) et de la Signature Card
(Carte de Signature), mais que seule la version originale en langue anglaise fait foi.”




FOR GERMANY EMPLOYEES ONLY



The Award(s) are offered to you by Goldman Sachs Group, Inc. (“GS Inc.”) in accordance with the
terms of the SIP which are summarized in the Award Summary. More information about GS Inc. is
available on www.gs.com. You are being offered Award(s) under the SIP in order to provide
an additional incentive and to encourage employee share ownership and so increase your interest in
the Firm’s success. Please refer to the section entitled Shares Available for Awards in the SIP
for information on the maximum number of GS Inc. shares that can be offered under the SIP. The
obligation to publish a prospectus under the Prospectus Directive does not apply to the offer
because of Article 4(1)(e) of that directive.



“Die
Prämien werden Ihnen von der Goldman Sachs Group Inc. (“GS
Inc.”) gemäß den in der
Prämienübersicht aufgeführten Bestimmungen des Erwerbsplans angeboten. Weitere Informationen über
GS Inc. finden Sie unter www.gs.com. Die Prämien werden Ihnen im Rahmen des Erwerbsplans
angeboten, um einen zusätzlichen Anreiz darzustellen und Sie als Mitarbeiter zum Erwerb von Aktien
zu ermutigen, um so Ihren Anteil am Erfolg des Unternehmens zu vergrößern. Informationen zur Anzahl
der im Rahmen des Plans angebotenen GS Inc.-Aktien entnehmen Sie bitte dem Abschnitt als Prämien
erhältliche Aktien im Erwerbsplan. Die Verpflichtung zur Veröffentlichung eines Emissionsprospekts
gemäß der europäischen Prospektrichtlinie trifft auf Grund von Artikel 4(1)(e) dieser Richtlinie
nicht auf dieses Angebot zu.”




FOR HONG KONG EMPLOYEES ONLY




WARNING:



The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You
are advised to exercise caution in relation to the offer. If you are in doubt about any of the
contents of this document, you should obtain independent professional advice.



By accepting the Award(s), you acknowledge and accept that you will not be permitted to transfer
awards to persons who fall outside the definition of ‘qualifying persons’ in the Companies
Ordinance (i.e., a person who is not a current or former director, employee, officer, consultant of
the Firm or a person other than the offeree’s wife, husband, widow, widower, child or step-child
under the age of 18 years, or as otherwise defined), even if otherwise permitted under the SIP or
any of the related documents.




FOR INDIA EMPLOYEES ONLY



This website does not invite offers from the public for subscription or purchase of the securities
of any body corporate under any law for the time being in force in India. The website is not a
prospectus under the applicable laws for the time being in force in India. Goldman Sachs does not
intend to market, promote, invite offers for subscription or purchase of the securities of any body
corporate by this website. The information provided on this website is for the record only. Any
person who subscribes or purchases securities of any body corporate should consult his own
investment advisers before making any investments. Goldman Sachs shall not be liable or
responsible for any such investment decision made by any person.





 












 




FOR MONACO EMPLOYEES ONLY



By accepting your Award(s), you expressly renounce the jurisdiction of Monaco (and, if applicable,
France and notably the application of articles 14 and 15 of the French Civil Code) in connection
with any dispute relating to your Award(s).




FOR RUSSIA EMPLOYEES ONLY



None of the information contained in the documents referred to in paragraph 8 of this signature
card or in this signature card constitutes an advertisement of the Award (s) in Russia and must not
be passed on to third parties or otherwise be made publicly available in Russia. The Award(s) have
not been and will not be registered in Russia and are not intended for “placement” or “public
circulation” in Russia.




FOR SWEDEN EMPLOYEES ONLY



By accepting the Award(s), you acknowledge and accept that any transfer provisions (including,
where applicable, escrow and other similar provisions) in the SIP or any related documents do not
apply to you.




FOR UK EMPLOYEES ONLY



This document is approved by Goldman Sachs International (“GSI”), Peterborough Court, 133 Fleet
Street, London EC4A 2BB, which is authorized and regulated by the Financial Services Authority.
The document relates to investments and investment services of The Goldman Sachs Group Inc. and
other institutions, including Mellon Bank, relating to custodial and delivery operations. In some
or all respects, the regulatory system applying to these entities, including any compensation
arrangements and rules made under the Financial Services and Markets Act 2000 for the protection of
private customers, will be different from that of the United Kingdom.



This document does not have regard to the specific investment objectives, financial situation and
particular needs of any specific person who may receive it. Recipients should seek their own
financial advice.



The Award(s) is/are subject to the terms and conditions set forth in the SIP and the Award
Agreement. The price of shares and the income from such shares (if any) can fluctuate and may be
affected by changes in the exchange rate for U.S. Dollars. Past performance will not necessarily
be repeated. Levels and bases of taxation may change from time to time. Investors should consult
their own tax advisers in order to understand tax consequences. The Goldman Sachs Group, Inc. has
(and its associates, including GSI, may have) a material interest in the shares and the investments
that are the subject of this document.





	 	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Print Name:
	 	 
	 	 	 	Employee ID #: