EX-10.14 FORM OF 2002 YEAR-END OPTION AWARD



 


EXHIBIT 10.14


THE GOLDMAN SACHS 1999 STOCK INCENTIVE PLAN

2002 YEAR-END OPTION AWARD


          This Award Agreement sets forth the terms and conditions of the 2002 year-end
award (this “Award”) granted to you under The Goldman Sachs 1999 Stock Incentive Plan
(the “Plan”), of options (“2002 Year-End Options”) to purchase shares of Common Stock
(“Shares”).



          1.     The Plan. This 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, or in the attached Glossary of Terms, have the
meanings as used or defined in the Plan.



          2.     Award. A statement separately delivered to you (the “Award Statement”) sets
forth (i) the Date of Grant of the 2002 Year-End Options, (ii) the number of
Shares underlying the 2002 Year-End Options and (iii) the Exercise Price of each 2002 Year-End Option.
Until the Shares are delivered to you pursuant to Paragraph 6, you have no rights as a shareholder
of GS Inc. THIS AWARD IS CONDITIONED ON YOUR SIGNING THE RELATED SIGNATURE CARD AND RETURNING IT TO
GS INC. BY THE DATE SPECIFIED ON THE SIGNATURE CARD, AND IS SUBJECT TO ALL TERMS,
CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION,
THE ARBITRATION AND CHOICE OF FORUM PROVISIO NS SET FORTH IN PARAGRAPH 15. BY
SIGNING AND RETURNING THE SIGNATURE CARD (WHICH OPENS THE CUSTODY ACCOUNT REFERRED TO IN
PARAGRAPH 6 IF YOU HAVE NOT ALREADY DONE SO), YOU WILL HAVE CONFIRMED YOUR
ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.



          3.     Expiration Date. Notwithstanding anything to the contrary in this Award
Agreement, the 2002 Year-End Options shall expire and no longer be exercisable
on November 30, 2012 (the “Expiration Date”), subject to earlier termination as provided in this
Award Agreement, or otherwise in accordance with the Plan.



          4.     Vesting.



          (a)     In General. Except as provided below in Paragraphs 4(b), 4(c), 4(d), and
5(e), you shall become vested in the number and/or percentage of your outstanding
2002 Year-End Options on the applicable Vesting Date specified on the Award Statement. While continued
active Employment is not required in order to exercise your outstanding 2002 Year-End Options that
become vested, all other conditions of this Award Agreement shall continue to apply to such vested 2002
Year-End Options. Unless the Committee determines otherwise, and except as provided in Paragraphs
4(b), 4(d) and 5(e), if your Employment terminates for any reason, your rights with respect to all of
your 2002 Year-End Options with respect to which the applicable Vesting Date has not occurred as
of the effective date of such termination shall terminate, and no such 2002 Year-End Options shall be
exercisable.



          (b)     Death. Notwithstanding any other provision of this Award Agreement, if you
die prior to an applicable Vesting Date, and provided your rights in respect of
your outstanding 2002 Year-End Options have not previously terminated, 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, any such outstanding 2002Year-End Options that have not vested shall vest.


 






 




          (c)     Termination of 2002 Year-End Options Upon Certain Events.



          (i)     Unless the Committee determines otherwise, and except as provided in
Paragraphs 4(b), 4(d) and 5(e), your rights in respect of your outstanding 2002
Year-End Options the Vesting Date for which has not occurred shall immediately terminate (and no
such 2002 Year-End Options shall be exercisable) if at any time prior to such Vesting Date your
Employment with the Firm is terminated for any reason, or you are otherwise no longer actively employed
with the Firm.



          (ii)     Unless the Committee determines otherwise, your rights in respect of all
of your outstanding 2002 Year-End Options (whether or not vested) shall immediately
terminate (and no such 2002 Year-End Options shall be exercisable) if at any time prior to the date
you exercise such 2002 Year-End Options:




		
	 	          (A)     you attempt to have any dispute under this Award Agreement resolved
in any manner that is not provided for by Paragraph 15; or
	 
	 	          (B)     you in any manner, directly or indirectly, (I) Solicit any Client to
transact business with a Competitive Enterprise or to reduce or refrain from
doing any business with the Firm or (II) interfere with or damage (or attempt to interfere with or
damage) any relationship between the Firm and any such Client or (III) 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
	 
	 	          (C)     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 this Award
Agreement; or
	 
	 	          (D)     any event constituting Cause occurs.



          (d)     Extended Absence, Retirement; Downsizing



          (i)     Notwithstanding any other provision of this Award Agreement, if your
Employment with the Firm is terminated by reason of Extended Absence or
Retirement, the condition set forth in Paragraph 4(c)(i) shall be waived with respect to your outstanding
unvested 2002 Year-End Options (as a result of which any such then unvested outstanding 2002 Year-End
Options shall vest), but all other conditions of this Award Agreement shall continue to apply.



          (ii)     Without limiting the application of Paragraph 4(c)(ii), your rights in
respect of any outstanding 2002 Year-End Options that become vested solely by reason of
Paragraph 4(d)(i) immediately shall terminate, and no such 2002 Year-End Options shall be
exercisable if, following the termination of your Employment with the Firm by reason of Extended Absence or
Retirement and prior to the Vesting Date that otherwise would have occurred had your Employment
continued, you (i) form or acquire a 5% or greater equity ownership, voting or profit participation
interest in, any Competitive Enterprise, or (ii) associate (including, but not limited to, association as an
officer, employee, partner, director, consultant, agent or adviser) with any Competitive Enterprise.
Notwithstanding the foregoing, unless otherwise determined by the Committee in its discretion, this Paragraph
4(d)(ii) will not apply if your termination of employment by reason of Extended Absence or Retirement is
characterized by the Firm as “involuntary” or by “mutual agreement” other than for Cause and if you
execute an appropriate general waiver and release of claims and an agreement to pay any associated tax
liability, both as may be



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prescribed by the Firm or its designee. No termination of Employment initiated
by you, including any termination claimed to be a “constructive termination” or termination for “good
reason” will constitute an “involuntary” termination of employment or a termination of employment by
“mutual agreement.”


          (iii)     Notwithstanding any other provision of this Award Agreement and subject
to your executing a 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 by the Firm
without Cause solely by reason of a “downsizing,” and provided your rights with
respect to any
outstanding 2002 Year-End Options have not previously terminated, the condition
set forth in Paragraph
4(c)(i) shall be waived with respect to your then outstanding unvested 2002
Year-End Options (as a
result of which any such then outstanding 2002 Year-End Options shall vest),
but all other 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
termination for “good reason” will constitute a termination by reason of a
“downsizing.”



          5.     Exercisability of Vested 2002 Year-End Options.



          (a)     In General. 2002 Year-End Options that are not vested may not be exercised.
Outstanding vested 2002 Year-End Options may be exercised in accordance with
procedures established
by the Committee (but, subject to Paragraph 5(e), not earlier than the Initial
Exercise Date). The
Committee may from time to time prescribe periods during which the vested 2002
Year-End Options
shall not be exercisable.



          (b)     Termination Upon Certain Events. Unless the Committee determines otherwise,
and consistent with Paragraph 4(c), all of your vested 2002 Year-End Options
shall cease to be
exercisable, and your rights in respect of such vested 2002 Year-End Options
shall immediately
terminate, if, prior to the exercise of such vested 2002 Year-End Options, any
of the events specified in
Paragraph 4(c)(ii) occurs.



          (c)     Death. Notwithstanding any other provision of this Award Agreement, if you
die and any of your outstanding vested 2002 Year-End Options remain
unexercised, and provided your
rights in respect of any such outstanding vested 2002 Year-End Options have not
previously terminated,
such outstanding vested 2002 Year-End Options (including any 2002 Year-End
Options that vest
pursuant to Paragraph 4(b)) shall be exercisable by the representative of your
estate in accordance with
Paragraph 5(a) beginning on the later of (i) the Initial Exercise Date and (ii)
a date that is 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 and shall, unless earlier terminated or cancelled in
accordance with the terms
of this Agreement, remain exercisable until the Expiration Date and shall
thereafter terminate.



          (d)     Other Terminations. Subject to Paragraphs 4(c)(ii), 4(d)(ii), and 5(b),
upon
the termination of your Employment for any reason (other than death or Cause),
if any of your
outstanding vested 2002 Year-End Options remain unexercised, and provided your
rights in respect of
any such outstanding vested 2002 Year-End Options have not previously
terminated, such outstanding
vested 2002 Year-End Options (including any such 2002 Year-End Options that
vest pursuant to
Paragraph 4(d)) shall be exercisable in accordance with Paragraph 5(a)
beginning on the Initial Exercise
Date and shall, unless earlier terminated or cancelled in accordance with the
terms of this Agreement,
remain exercisable until the Expiration Date, and shall thereafter terminate.



          (e)     Change in Control. Notwithstanding anything to the contrary in this Award
Agreement, if a Change in Control shall occur and within 18 months thereafter
the Firm terminates your



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Employment without Cause or you terminate Employment with the Firm for Good
Reason, all of your
unvested 2002 Year-End Options that are outstanding at the date your Employment
so terminates shall
vest and all of your outstanding 2002 Year-End Options shall become exercisable
and, unless earlier
terminated or cancelled in accordance with the terms of this Agreement, shall
remain exercisable until the
Expiration Date, and shall thereafter terminate.


          6.     Delivery. Unless otherwise determined by the Committee, or as otherwise
provided in this Award Agreement, and except as provided in Paragraphs 9 and
10, upon receipt of
payment of the Exercise Price for Shares subject to 2002 Year-End Options,
delivery of Shares shall be
effected by book-entry credit to a custody account (the “Custody Account”)
maintained by you with The
Chase Manhattan Bank or such successor custodian as may be designated by GS
Inc. No delivery of
Shares shall be made unless you have timely returned the Signature Card. You
shall be the beneficial
owner of any Shares properly credited to the Custody Account. You shall have no
right to any dividend
or distribution with respect to such Shares if the record date for such
dividend or distribution is prior to
the date the Custody Account is properly credited with such Shares. Unless
otherwise provided in the
Signature Card, the Firm may deliver cash in lieu of all or any portion of the
Shares otherwise deliverable
in accordance with this Paragraph 6.



          7.     Repayment. If, following the exercise of any 2002 Year-End Options, the
Committee determines that all terms and conditions of this Award Agreement in
respect of such exercise
were not satisfied, the Firm shall be entitled to receive, and you shall be
obligated to pay the Firm
immediately upon demand therefor, an amount equal to the excess of the Fair
Market Value (determined
at the time of exercise) of the Shares that were delivered in respect of such
exercised 2002 Year-End
Options over the Exercise Price paid therefor (or to the extent cash is
delivered in lieu of all or a portion
of such Shares, an amount equal to such cash) and without reduction for any
Shares applied to satisfy
withholding tax or other obligations in respect of such Shares.



          8.     Non-transferability. Except as may otherwise be provided by the Committee,
the limitations set forth in Section 3.4 of the Plan shall apply. Any
assignment in violation of the
provisions of this Paragraph 8 shall be void.



          9.     Withholding, Consents and Legends.



          (a)     The delivery of Shares upon exercise of your 2002 Year-End Options is
conditioned on your satisfaction of any applicable withholding taxes (in
accordance with Section 3.2 of
the Plan, provided that the Committee may determine not to apply the minimum
withholding rate specified
in Section 3.2.2 of the Plan).



          (b)     Your rights in respect of your 2002 Year-End Options are conditioned on the
receipt to the full satisfaction of the Committee of any required consents (as
defined in Section 3.3 of the
Plan) that the Committee may determine to be necessary or advisable (including,
without limitation, your
consenting to (i) the Firm’s supplying to any third party recordkeeper of the
Plan such personal
information as the Committee deems advisable to administer the Plan and (ii)
deductions from your
wages, or another arrangement satisfactory to the Committee, to reimburse the
Firm for advances made
on your behalf to satisfy certain withholding and other tax obligations in
connection with this Award).



          (c)     If you are or become a Managing Director, your rights in respect of your
2002
Year-End Options are conditioned on your becoming a party to any shareholders’
agreement to which
other similarly situated employees of the Firm are a party.



          (d)     GS Inc. may affix to Certificates representing Shares issued pursuant to
this



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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.


          10.     Right of Offset. GS Inc. (and any of its affiliates and subsidiaries) shall
have
the right to offset against the obligation to deliver Shares (or cash) under
this Award Agreement any
outstanding amounts (including, without limitation, travel and entertainment or
advance account balances,
loans, or amounts repayable to the Firm pursuant to tax equalization, housing,
automobile or other
employee programs) you then owe to the Firm and any amounts the Committee
otherwise deems
appropriate pursuant to any tax equalization policy or agreement.



          11.     No Rights to Continued Employment. Nothing in this Award Agreement or the
Plan shall be construed as giving you any right to continued Employment by the
Firm or affect any right
that the Firm may have to terminate or alter the terms and conditions of your
Employment.



          12.     Successors and Assigns of GS Inc. The terms and conditions of this Award
Agreement shall be binding upon, and shall inure to the benefit of, GS Inc. and
its successors and
assigns.



          13.     Committee Discretion. The Committee shall have full discretion with respect
to
any actions to be taken or determinations to be made in connection with this
Award Agreement, and its
determinations shall be final, binding and conclusive.



          14.     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 Section 3.1 of
the Plan, no such amendment shall materially adversely affect your rights and
obligations under this
Award Agreement without your consent, except that the Committee reserves the
right to accelerate the
vesting of the 2002 Year-End Options and in its discretion provide that Shares
acquired pursuant to the
exercise of 2002 Year-End Options may not be transferable until the Vesting
Date (and that in respect of
such Shares you may remain subject to the repayment obligations of Paragraph 7
in the circumstances
under which the 2002 Year-End Option would not have vested or become
exercisable pursuant to
Sections 4 or 5). 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.



          15.     Arbitration; Choice of Forum.



          (a)     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 before, and in accordance with the rules then obtaining of, the New
York Stock Exchange,
Inc. (the “NYSE”) or, if the NYSE declines to arbitrate the matter (or if the
matter is otherwise not
arbitrable by it), the American Arbitration Association (the “AAA”) in
accordance with the commercial
arbitration rules of the AAA. Prior to arbitration, all claims maintained by
you must first be submitted to
the Committee in accordance with claims procedures determined by the Committee.
This paragraph is
subject to the provisions of clauses (b) and (c) below.

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          (b)     THE FIRM AND YOU HEREBY IRREVOCABLY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY
OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT THAT IS NOT
OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO PARAGRAPH 15(a) OF THIS
AWARD AGREEMENT. This includes any suit, action or proceeding to compel
arbitration or to
enforce an arbitration award. The Firm and you acknowledge that the forum
designated by this
Paragraph 15(b) has a reasonable relation to the Plan, this Award Agreement,
and to your relationship
with the Firm. Notwithstanding the foregoing, nothing herein shall preclude the
Firm from bringing any
action or proceeding in any other court for the purpose of enforcing the
provisions of this Paragraph 15.



          (c)     The agreement by you and the Firm as to forum is independent of the law
that may be applied in the action, and you and the Firm agree to such forum
even if the forum may
under applicable law choose to apply non-forum law. You and the Firm hereby
waive, to the fullest
extent permitted by applicable law, any objection which you or the Firm now or
hereafter may have
to personal jurisdiction or to the laying of venue of any such suit, action or
proceeding in any court
referred to in Paragraph 15(b). You and the Firm undertake not to commence any
action arising out
of or relating to or concerning this Award Agreement in any forum other than a
forum described in
this Paragraph 15. You and the Firm agree that, to the fullest extent permitted
by applicable law, a
final and non-appealable judgment in any such suit, action or proceeding in any
such court shall be
conclusive and binding upon you and the Firm.



          (d)     You irrevocably appoint the General Counsel of GS Inc. as your agent for
service of process in connection with any action or proceeding arising out of
or relating to or concerning
this Award Agreement which is not arbitrated pursuant to the provisions of
Paragraph 15(a), who shall
promptly advise you of any such service of process.



          (e)     You hereby agree to keep confidential the existence of, and any information
concerning, a dispute described in this Paragraph 15, except that you may
disclose information
concerning such dispute to the arbitrator or court that is considering such
dispute or to your legal
counsel (provided that such counsel agrees not to disclose any such information
other than as necessary
to the prosecution or defense of the dispute).



          (f)     You recognize and agree that prior to the grant of this Award you have no
right
to any benefits hereunder. Accordingly, in consideration of the receipt of this
Award, you expressly
waive any right to contest the amount of this Award, terms of this Award
Agreement, any determination,
action or omission hereunder or under the Plan by the Committee, GS Inc. or the
Board, or any
amendment to the Plan or this Award Agreement (other than an amendment to which
your consent is
expressly required by Paragraph 14) and you expressly waive any claim related
in any way to the Award
including any claim based on any promissory estoppel or other theory in
connection with this Award and
your Employment with the Firm.



          16.     Governing Law. THIS 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.

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          17.     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.



          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:
	 	
Henry M. Paulson, Jr.
	 	 	
Title:
	 	
Chairman and Chief Executive Officer



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Glossary of Terms


Solely for purposes of this award of 2002 Year-End Options, the following terms
shall have the meanings set forth
below. Capitalized terms not defined in this Glossary of Terms shall have the
meanings as used or defined in the
applicable Award Agreement or the Plan.


     “Cause” means (i) your conviction, whether following trial or by plea of guilty
or nolo contendere (or similar
plea), in a criminal proceeding (A) on a misdemeanor charge involving fraud,
false statements or misleading omissions,
wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion,
or (B) on a felony charge or (C) on an
equivalent charge to those in clauses (A) and (B) in jurisdictions which do not
use those designations; (ii) your engaging
in any conduct which constitutes an employment disqualification under
applicable law (including statutory disqualification
as defined under the Exchange Act); (iii) your willful failure to perform your
duties to the Firm; (iv) your violation of any
securities or commodities laws, any rules or regulations issued pursuant to
such laws, or the rules and regulations of any
securities or commodities exchange or association of which GS Inc. or any of
its subsidiaries or affiliates is a member;
(v) your violation of any Firm policy concerning hedging or pledging or
confidential or proprietary information, or your
material violation of any other Firm policy as in effect from time to time;
(vi) your engaging in any act or making any
statement which impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation or business
interests of the Firm; or (vii) your engaging in any conduct detrimental to the
Firm. The determination as to whether
“Cause” has occurred shall be made by the Committee in its sole discretion. The
Committee shall also have the authority
in its sole discretion to waive the consequences under the Plan or any Award
Agreement of the existence or occurrence
of any of the events, acts or omissions constituting “Cause.”


     “Change
in Control” means the consummation of a merger, consolidation,
statutory share exchange or similar
form of corporate transaction involving GS Inc. (a “Reorganization”) or sale or
other disposition of all or substantially all
of GS Inc.’s assets to an entity that is not an affiliate of GS Inc. (a
“Sale”), that in each case requires the approval of
GS Inc.’s stockholders under the law of GS Inc.’s jurisdiction of organization,
whether for such Reorganization or Sale
(or the issuance of securities of GS Inc. in such Reorganization or Sale),
unless immediately following such
Reorganization or Sale, either: (i) at least 50% of the total voting power (in
respect of the election of directors, or similar
officials in the case of an entity other than a corporation) of (A) the entity
resulting from such Reorganization, or the
entity which has acquired all or substantially all of the assets of GS Inc. in
a Sale (in either case, the “Surviving Entity”),
or (B) if applicable, the ultimate parent entity that directly or indirectly
has beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the
adoption of the Plan) of 50% or more of
the total voting power (in respect of the election of directors, or similar
officials in the case of an entity other than a
corporation) of the Surviving Entity (the “Parent Entity”), is represented by
GS Inc.’s securities (the “GS Inc. Securities”)
that were outstanding immediately prior to such Reorganization or Sale (or, if
applicable, is represented by shares into
which such GS Inc. Securities were converted pursuant to such Reorganization or
Sale) or (ii) at least 50% of the
members of the board of directors (or similar officials in the case of an
entity other than a corporation) of the Parent
Entity (or, if there is no Parent Entity, the Surviving Entity) following the
consummation of the Reorganization or Sale
were, at the time of the Board’s approval of the execution of the initial
agreement providing for such Reorganization or
Sale, individuals (the “Incumbent Directors”) who either (1) were members of
the Board on the date of the Award or (2)
became directors subsequent to the date of the Award and whose election or
nomination for election was approved by a
vote of at least two-thirds of the Incumbent Directors then on the Board
(either by a specific vote or by approval of GS
Inc.’s proxy statement in which such persons are named as a nominee for
director).


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     “Client” means any client or prospective client of the Firm to whom you
provided services, or for whom you
transacted business, or whose identity became known to you in connection with
your relationship with or employment
by the Firm.


     “Competitive
Enterprise” means a business enterprise that (i) engages in any
activity, or (ii) owns or controls
a significant interest in any entity that engages in any activity, that, in
either case, competes anywhere with any activity in
which the Firm is engaged. The activities covered by the previous sentence
include, without limitation, financial services
such as investment banking, public or private finance, lending, financial
advisory services, private investing (for anyone
other than you and members of your family), merchant banking, asset or hedge
fund management, insurance or
reinsurance underwriting or brokerage, property management, or securities,
futures, commodities, energy, derivatives or
currency brokerage, sales, lending, custody, clearance, settlement or trading.


     “Date
of Grant” means the date specified as the Date of Grant on the Award
Statement.


     “Exercise
Price” means the price specified on the Award Statement as the
Exercise price-per-Share at which a
Share can be purchased pursuant to a 2002 Year-End Option.


     “Extended
Absence” means you are unable to perform for six continuous months,
due to illness, injury or
pregnancy-related complications, substantially all the essential duties of your
occupation, as determined by the
Committee.


     “Good
Reason” means (i) as determined by the Committee, a materially adverse
alteration in your position or in
the nature or status of your responsibilities from those in effect immediately
prior to the Change in Control, or (ii) the
Firm’s requiring your principal place of Employment to be located more than
seventy-five (75) miles from the location
where you are principally Employed at the time of the Change in Control (except
for required travel on the Firm’s
business to an extent substantially consistent with your customary business
travel obligations in the ordinary course of
business prior to the Change in Control).


     “Initial
Exercise Date” means a date within ten (10) business days after the
first trading day in January 2006 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 that begins thereafter.


     “Retirement” means termination of your Employment (other than for Cause) on or
after the Date of Grant at a
time when (i) the sum of your age, plus years of service with the Firm (as
determined by the Committee in its sole
discretion) equals or exceeds 55 and (ii) you have completed at least 5 full
years of service with the Firm (as determined
by the Committee in its sole discretion).


     “Solicit” means any direct or indirect communication of any kind whatsoever,
regardless of by whom initiated,
inviting, advising, encouraging or requesting any person or entity, in any
manner, to take or refrain from taking any
action.


     “Vesting
Date” means, with respect to twenty-five (25) percent of your 2002
Year-End Options, the Date of
Grant, and with respect to your remaining 75% of your 2002 Year-End Options,
November 25, 2005.


     “Window
Period” means a period designated by the Committee during which an
employee of the Firm is
permitted to purchase or sell Shares.



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