EX-10.15 FORM OF 2002 YEAR-END RSU AWARD AGREEMENT



 


EXHIBIT 10.15


THE GOLDMAN SACHS 1999 STOCK INCENTIVE PLAN

2002 YEAR-END RSU AWARD


          This Award Agreement sets forth the terms and conditions of the 2002
year-end award (this
“Award”) of restricted stock units (“2002 Year-End RSUs”) granted to
you under The Goldman Sachs 1999
Stock Incentive Plan (the “Plan”).



          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. The number of 2002 Year-End RSUs subject to this Award is
set forth in a
statement separately delivered to you (the “Award Statement”). An RSU
constitutes an unfunded and unsecured
promise of GS Inc. to deliver (or cause to be delivered) to you, subject to the
terms of this Award Agreement, a
share of Common Stock (the “Share”) (or cash equal to the Fair Market
Value thereof) on a Delivery Date as
provided herein. Until such delivery, you have only the rights of a general
unsecured creditor, and 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 PROVISIONS SET
FORTH IN
PARAGRAPH 16. BY SIGNING AND RETURNING THE SIGNATURE CARD (WHICH
OPENS THE CUSTODY
ACCOUNT REFERRED TO IN PARAGRAPH 3(b)), YOU WILL HAVE CONFIRMED YOUR
ACCEPTANCE OF THE
TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.



          3.     Vesting and Delivery.



          (a)     Vesting. Except as provided in this Paragraph 3 and in Paragraphs 4, 6,
7, 10 and 11,
on each Vesting Date you shall become vested in the number or percentage of
the Shares specified next to such
Vesting Date on the Award Statement (which amount may be rounded to
avoid fractional Shares). While
continued active Employment is not required in order to receive
delivery of the Shares corresponding to your
outstanding 2002 Year-End RSUs that are or become vested, all other conditions
of this Award Agreement shall
continue to apply to such vested 2002 Year-End RSUs and the Shares
corresponding to such vested 2002 Year-
End RSUs will not be delivered unless and until those conditions are satisfied.
Unless the Committee determines
otherwise, and except as provided in Paragraphs 3(c), 6 or 7, if your
Employment terminates for any reason, your
rights in respect of all of your 2002 Year-End RSUs with respect to which the
Vesting Date has not occurred as
of the effective date of such termination shall terminate, and no Shares (or
cash) shall be delivered in respect of
such 2002 Year-End RSUs.



 






 





          (b)     Delivery. Except as provided in this Paragraph 3 and in Paragraphs 4, 6,
7, 10 and 11,
on each Delivery Date the number or percentage of Shares specified next to
such Delivery Date on the Award
Statement (which number of Shares may be rounded to avoid fractional
Shares) with respect to your then
outstanding 2002 Year-End RSUs shall be delivered. Unless otherwise provided
in the Signature Card, the Firm
may deliver cash in lieu of all or any portion of the Shares otherwise
deliverable on any Delivery Date. Unless
otherwise determined by the Committee, or as otherwise provided in this
Award Agreement, 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. Notwithstanding the foregoing, if a
Delivery Date occurs at a time when you
are considered by GS Inc. to be one of its “covered employees” within the
meaning of Section 162(m) of the Code,
then, unless the Committee determines otherwise, delivery of the Shares (or
cash) automatically shall be deferred
until the first day of the first Window Period after you have ceased to be such
a covered employee.



          (c)     Death. Notwithstanding any other provision of this Award Agreement, if
you die prior to
any Delivery Date, and provided your rights in respect of your 2002
Year-End RSUs have not previously
terminated, the Shares (or cash in lieu of all or any part thereof)
corresponding to your outstanding 2002 Year-
End RSUs shall be delivered to the representative of your estate 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.



          4.     Termination of 2002 Year-End RSUs and Non-Delivery of Shares.



          (a)     Unless the Committee determines otherwise, and except as provided in
Paragraphs 3(c), 6
and 7, your rights in respect of your outstanding 2002 Year-End RSUs
the Vesting Date for which has not
occurred shall immediately terminate and no Shares (or cash) shall be delivered
in respect of such 2002 Year-End
RSUs, if at any time prior to the applicable Vesting Date your
Employment with the Firm terminates for any
reason, or you are otherwise no longer actively employed with the Firm.



          (b)     Unless the Committee determines otherwise, and except as provided in
Paragraphs 6 and
7, your rights in respect of all of your 2002 Year-End RSUs (whether or not
vested) shall immediately terminate,
and no Shares (or cash) shall be delivered in respect of such 2002
Year-End RSUs, if at any time prior to the
relevant Delivery Date:



          (i)     you attempt to have any dispute under this Award Agreement
resolved in any manner
that is not provided for by Paragraph 16; or



          (ii)     any event that constitutes Cause has occurred;



          (iii)     you in any manner, directly or indirectly, (A) Solicit any Client to
transact business with
a Competitive Enterprise or to reduce or refrain from doing any business
with the Firm or (B) interfere with or
damage (or attempt to interfere with or damage) any relationship between
the Firm and any such Client or (C)
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



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          (iv)     you fail to certify to GS Inc., in accordance with procedures
established by the
Committee, with respect to each relevant Delivery Date that you have complied,
or the Committee determines that
you in fact have failed as of the relevant Delivery Date to comply, with all
the terms and conditions of this Award
Agreement. By accepting the delivery of Shares (or cash) 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 this Award
Agreement.



          (c)     Unless the Committee determines otherwise, if the Delivery Date
in respect of any
outstanding 2002 Year-End RSUs occurs, and Shares (or cash) with respect to
such 2002 Year-End RSUs would
be deliverable under the terms and conditions of this Award Agreement, except
that you have not complied with
the conditions or your obligations under Paragraphs 3(b) and 4(b),
all of your rights with respect to your
outstanding 2002 Year-End RSUs shall terminate no later than the Delivery Date
for such Shares.



          5.     Repayment. If, following the delivery of Shares (or cash),
the Committee determines
that all terms and conditions of this Award Agreement in respect of
such delivery were not satisfied, the Firm
shall be entitled to receive, and you shall be obligated to pay the Firm
immediately upon demand therefore, the
Fair Market Value of the Shares (determined as of the relevant Delivery
Date) and the amount of cash (to the
extent that cash was delivered in lieu of Shares) delivered with
respect to such Delivery Date and without
reduction for any Shares (or cash) applied to satisfy withholding tax
or other obligations in respect of such
Shares (or cash).



          6.     Extended Absence, Retirement; Downsizing.



          (a)     Notwithstanding any other provision of this Award Agreement, but subject
to Paragraph
6(b), if your Employment with the Firm is terminated by reason of Extended
Absence or Retirement, and provided
your rights with respect to any outstanding 2002 Year-End RSUs have not
previously terminated, the condition
set forth in Paragraph 4(a) shall be waived with respect to your then
outstanding unvested 2002 Year-End RSUs
(as a result of which any such then outstanding 2002 Year-End RSUs shall vest),
but all other conditions of this
Award Agreement shall continue to apply.



          (b)     Without limiting the application of Paragraph 4(b) and Paragraph
4(c), your rights in
respect of any outstanding 2002 Year-End RSUs that become vested
solely by reason of Paragraph 6(a)
immediately shall terminate and no Shares (or cash) shall be delivered in
respect of such 2002 Year-End RSUs if,
following the termination of your Employment with the Firm by reason of
Extended Absence or Retirement and
prior to the applicable 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 in any capacity (including, but not
limited to, association as an officer, employee,
partner, director, consultant, agent or advisor) with any Competitive
Enterprise. Notwithstanding the foregoing,
unless otherwise determined by the Committee in its discretion, this
Paragraph 6(b) 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 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.”



          (c)     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 RSUs have



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not previously terminated, the condition set forth in Paragraph 4(a)
shall be waived with respect to your then
outstanding unvested 2002 Year-End RSUs (as a result of which any such then
outstanding 2002 Year-End RSUs
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.”


          7.     Change in Control. 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 Employment with the Firm for Good
Reason, all Shares underlying
all your then outstanding 2002 Year-End RSUs, whether or not vested, (or the
Fair Market Value of such Shares
in cash) shall be delivered.



          8.     Dividend Equivalents. With respect to each of your outstanding 2002
Year-End RSUs,
prior to the delivery of any Shares (or cash in lieu thereof) pursuant to this
Award Agreement, at or after the time
of distribution of any regular cash dividend paid by GS Inc. in respect of the
Common Stock the record date for
which occurs on or after the Date of Grant, you shall be entitled to
receive an amount in cash (less applicable
withholding) equal to such regular dividend payment as would have been made
in respect of the Shares not yet
delivered, as if the Shares had been actually delivered; provided, that no
such payment in respect of any 2002
Year-End RSUs shall be made if, prior to the time such payment is due,
your rights with respect to such 2002
Year-End RSUs have terminated under this Agreement.



          9.     Non-transferability. Except as otherwise may 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 9 shall be void.



          10.     Withholding, Consents and Legends.



          (a)     The delivery of Shares is conditioned on your satisfaction of any
applicable withholding
taxes (in accordance with Section 3.2 of the Plan).



          (b)     Your rights in respect of your 2002 Year-End RSUs 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 the
2002 Year-End
RSUs 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 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.



          11.     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



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Firm and any amounts the Committee otherwise deems appropriate pursuant
to any tax equalization policy or
agreement.


          12.     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.



          13.     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.



          14.     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.



          15.     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, except
that the Committee reserves the right to accelerate the delivery of the Shares
and in its discretion provide that such
Shares may not be transferable until the Delivery Date on which such Shares
otherwise would have been delivered
(and that in respect of such Shares you may remain subject to the
repayment obligations of Paragraph 5 in the
circumstances under which the Shares would not have been delivered pursuant to
Paragraph 4 or Paragraph 6).
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.



          16.     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 otherwise is 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
Paragraphs 16(b) and (c) below.



          (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 16(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 16(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 16.



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          (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
16(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 16. 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
16(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 16, 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 15) 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.



          17.     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.



          18.     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:

Title:
	 	

Henry M. Paulson, Jr.

Chairman and Chief Executive Officer



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Glossary of Terms


Solely for purposes of this award of 2002 Year-End RSUs, 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 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).


     “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.


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     “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 of Grant specified on the Award Statement.


     “Delivery 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


     “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).


     “Retirement” means termination of your Employment (other than for Cause) on or
after the Date of Grant on
which (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 each Vesting Date specified on the Award Statement.


     “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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