EX-10.50



 EXHIBIT 10.50 

THE GOLDMAN SACHS GROUP, INC. 

[            ] ONE-TIME RSU AWARD

 This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”),
governs your special              one-time award of RSUs (your “Award”). You should read carefully this entire Award Agreement, which includes the Award Statement
and any attached Appendix. 
 ACCEPTANCE 

1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date
specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card in accordance with its instructions. By executing the signature card, you confirm your agreement to all
of the terms of this Award Agreement, including the arbitration and choice of forum provisions in Paragraph 15. 
 DOCUMENTS
THAT GOVERN YOUR AWARD; DEFINITIONS 
 2. The
Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.  

3. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For
example, it contains the number of RSUs awarded to you and any applicable Vesting Dates and Delivery Dates. 
 4.
Definitions. Capitalized terms are defined in the Definitions Appendix, which also includes terms that are defined in the Plan.  

VESTING OF YOUR RSUS 

5. Vesting. On each Vesting Date listed on your Award Statement, you will become Vested in the amount of Outstanding RSUs
listed next to that date. When an RSU becomes Vested, it means only that your continued active Employment is not required for delivery of that portion of RSU Shares. Vesting does not mean you have a non-forfeitable right to the Vested
portion of your Award. The terms of this Award Agreement (including conditions to delivery) continue to apply to Vested RSUs, and you can still forfeit Vested RSUs and any RSU Shares. 

DELIVERY OF YOUR RSU SHARES 

6. Delivery. Reasonably promptly (but no more than 30 Business Days) after each Delivery Date listed on your Award
Statement, RSU Shares (less applicable withholding as described in Paragraph 12(a)) will be delivered (by book entry credit to your Account) in respect of the amount of Outstanding RSUs listed next to that date. The Committee or the SIP Committee
may select multiple dates within the 30-Business-Day period following the Delivery Date to deliver RSU Shares in respect of all or a portion of the RSUs with the same Delivery Date listed on the Award Statement, and all such dates will be treated as
a single Delivery Date for purposes of this Award. Until such delivery, you have only the rights of a general unsecured creditor, and no rights as a shareholder of GS Inc. Without limiting the Committee’s authority under Section 1.3.2(h)
of the Plan, the Firm may accelerate any Delivery Date by up to 30 days.  







 DIVIDENDS 

7. Dividend Equivalent Rights and Dividends. Each RSU includes a Dividend Equivalent Right, which entitles you to receive
an amount (less applicable withholding), at or after the time of distribution of any regular cash dividend paid by GS Inc. in respect of a share of Common Stock, equal to any regular cash dividend payment that would have been made in respect of an
RSU Share underlying your Outstanding RSUs for any record date that occurs on or after the Date of Grant. 
 FORFEITURE
OF YOUR AWARD 
 8. How You May Forfeit Your Award. This Paragraph 8
sets forth the events that result in forfeiture of up to all of your RSUs and may require repayment to the Firm of up to all other amounts previously delivered or paid to you under your Award in accordance with Paragraph 9. More than one event may
apply, and in no case will the occurrence of one event limit the forfeiture and repayment obligations as a result of the occurrence of any other event. In addition, the Firm reserves the right to (a) suspend vesting of Outstanding RSUs or
delivery of RSU Shares, (b) deliver any RSU Shares into an escrow account in accordance with Paragraph 12(f)(v) or (c) apply Transfer Restrictions to any RSU Shares in connection with any investigation of whether any of the events that
result in forfeiture under the Plan or this Paragraph 8 have occurred. Paragraph 10 (relating to certain circumstances under which you will not forfeit your unvested RSUs upon Employment termination) and Paragraph 11 (relating to certain
circumstances under which vesting and/or delivery may be accelerated) provide for exceptions to one or more provisions of this Paragraph 8.  

(a) Unvested RSUs Forfeited if Your Employment Terminates. If your Employment terminates for any reason or you are
otherwise no longer actively employed with the Firm (which includes off-premises notice periods, “garden leaves,” pay in lieu of notice or any other similar status), your rights to your Outstanding RSUs that are not Vested will terminate,
and no RSU Shares will be delivered in respect of such RSUs. 
 (b) Vested and Unvested RSUs Forfeited if You Solicit
Clients or Employees, Interfere with Client or Employee Relationships or Participate in the Hiring of Employees. If any of the following occurs before the applicable Delivery Date, your rights to all of your Outstanding RSUs (whether or not
Vested) will terminate, and no RSU Shares will be delivered in respect of such RSUs: 
 (i) you, in any manner, directly or
indirectly, (A) Solicit any Client to transact business with a Covered Enterprise or to reduce or refrain from doing any business with the Firm, (B) interfere with or damage (or attempt to interfere with or damage) any relationship between
the Firm and any Client, (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 Covered Enterprise or (D) on behalf of yourself or any person or Covered 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 

(ii) Selected Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status (A) by a
Covered Enterprise that you form, that bears your name, in which you are a partner, member or have similar status, or in which you possess or control greater than a de minimis equity ownership, voting or profit participation or (B) by
any Covered Enterprise where you have, or are intended to have, direct or indirect managerial or supervisory responsibility for such Selected Firm Personnel. 

  
 - 2 - 








 (c) Vested and Unvested RSUs Forfeited upon Certain Events. If any of the
following occurs your rights to all of your Outstanding RSUs (whether or not Vested) will terminate, and no RSU Shares will be delivered in respect of such RSUs, as may be further described below: 

(i) You Failed to Consider Risk. You Failed to Consider Risk during the
            . 
 (ii) Your Conduct Constitutes Cause. Any event
that constitutes Cause has occurred before the applicable Delivery Date. 
 (iii) You Do Not Meet Your Obligations to the Firm. The
Committee determines that, before the applicable Delivery Date, you failed to meet, in any respect, any obligation under any agreement with the Firm, or any agreement entered into in connection with your Employment or this Award, including the
Firm’s notice period requirement applicable to you, any offer letter, employment agreement or any shareholders’ agreement relating to the Firm. Your failure to pay or reimburse the Firm, on demand, for any amount you owe to the Firm will
constitute (A) failure to meet an obligation you have under an agreement, regardless of whether such obligation arises under a written agreement, and/or (B) a material violation of Firm policy constituting Cause. 

(iv) You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc. that you have complied
with all of the terms of the Plan and this Award Agreement, or the Committee determines that you have failed to comply with a term of the Plan or this Award Agreement to which you have certified compliance. 

(v) You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the Plan or this Award Agreement
resolved in any manner that is not provided for by Paragraph 15 or Section 3.17 of the Plan. 
 (vi) You Bring an Action that
Results in a Determination that Any Award Agreement Term Is Invalid. As a result of any action brought by you, it is determined that any term of this Award Agreement is invalid. 

(vii) You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for any reason or you
otherwise are no longer actively employed with the Firm and another entity grants you cash, equity or other property (whether vested or unvested) to replace, substitute for or otherwise in respect of any Outstanding RSUs; provided,
however, that your rights will only be terminated in respect of the RSUs that are replaced, substituted for or otherwise considered by such other entity in making its grant. 

(viii) You Receive Compensation that this Award Is Intended to Replace. This Award is intended to replace or substitute for any award
or compensation forgone with an entity to which you previously provided services, and such entity nevertheless delivers to you such award or compensation (including any cash, equity or other property (whether vested or unvested)), as determined by
the Firm in its sole discretion. 

  
 - 3 - 








 REPAYMENT OF YOUR AWARD 

9. When You May Be Required to Repay Your Award. If the Committee determines that any term of this Award was not
satisfied, you will be required, immediately upon demand therefor, to repay to the Firm the following: 
 (a) Any RSU
Shares for which the terms (including the terms for delivery) of the related RSUs were not satisfied, in accordance with Section 2.6.3 of the Plan. 

(b) Any payments under Dividend Equivalent Rights for which the terms were not satisfied (including any such payments made in
respect of RSUs that are forfeited or RSU Shares that are cancelled or required to be repaid), in accordance with Section 2.8.4 of the Plan. 

(c) Any dividends paid in respect of any RSU Shares that are cancelled or required to be repaid. 

(d) Any amount applied to satisfy tax withholding or other obligations with respect to any RSU, RSU Shares, dividend payments
and payments under Dividend Equivalent Rights that are forfeited or required to be repaid. 
 EXCEPTIONS TO
THE VESTING AND/OR DELIVERY DATES 
 10.
Circumstances Under Which You Will Not Forfeit Your Unvested RSUs on Employment Termination (but the Original Delivery Date Continues to Apply). If your Employment terminates at a time when you meet the requirements for Extended
Absence[, Retirement,] [“downsizing” or Approved Termination,] [each] as described below, then Paragraph 8(a) will not apply, and your Outstanding RSUs will be treated as described in this Paragraph 10. All other terms of this Award
Agreement, including the other forfeiture and repayment events in Paragraphs 8 and 9, continue to apply. 
 (a)
[Extended Absence [or Retirement] and No Association With a Covered Enterprise.] 
 (i) Generally. If your
Employment terminates by Extended Absence [or Retirement], your Outstanding RSUs that are not Vested will become Vested. However, your rights to any Outstanding RSU that becomes Vested by this Paragraph 10(a)[(i)] will terminate and no RSU Share
will be delivered in respect of that RSU if you Associate With a Covered Enterprise on or before the originally scheduled Vesting Date for that RSU. 

(ii) [Special Treatment for Involuntary or Mutual Agreement Termination. The second sentence of Paragraph 10(a)[(i)]
(relating to forfeiture if you Associate With a Covered Enterprise) will not apply if (A) the Firm characterizes your Employment termination as “involuntary” or by “mutual agreement” and (B) you execute a general waiver
and release of claims and an agreement to pay any associated tax liability, in each case, in the form the Firm prescribes. No Employment termination that you initiate, including any purported “constructive termination,” a “termination
for good reason” or similar concepts, can be “involuntary” or by “mutual agreement.”] 
 (b)
[Downsizing. If (i) the Firm terminates your Employment solely by reason of a “downsizing” (and you have not engaged in conduct constituting Cause) and (ii) you execute a general waiver and release of claims and an
agreement to pay any associated tax liability, in each case, in the form the Firm prescribes, your Outstanding RSUs that are not yet Vested will become Vested. Whether or not your Employment is terminated solely by reason of a “downsizing”
will be determined by the Firm in its sole discretion.] 

  
 - 4 - 








 (c) [Approved Terminations of Program Analysts and Fixed-Term Employees.
If the Firm classifies you as a “program analyst” or a “fixed-term” employee and your Employment terminates solely by reason of an Approved Termination (and you have not engaged in conduct constituting Cause), your Outstanding
RSUs that are not yet Vested will become Vested.] 
 11. Accelerated Vesting and/or Delivery in the Event of a Qualifying
Termination After a Change in Control[, Conflicted Employment] or Death. In the event of your Qualifying Termination After a Change in Control[, Conflicted Employment] or death, each as described below, then Paragraph 8(a) will not apply,
your Outstanding Award will be treated as described in this Paragraph 11, and, except as set forth in Paragraph 11(a), all other terms of this Award Agreement, including the other forfeiture and repayment events in Paragraphs 8 and 9, continue to
apply. 
 (a) You Have a Qualifying Termination After a Change in Control. If your Employment terminates when
you meet the requirements of a Qualifying Termination After a Change in Control, the RSU Shares underlying your Outstanding RSUs (whether or not Vested) will be delivered. In addition, the forfeiture events in Paragraph 8 will not apply to your
Award. 
 (b) [You Are Determined to Have Accepted Conflicted Employment. 

(i) Generally. If your Employment terminates solely because you resign to accept Conflicted Employment, as soon as
practicable after the Committee has received satisfactory documentation relating to your Conflicted Employment, (A) your Outstanding RSUs will Vest and (B) RSU Shares will be delivered in respect of your Outstanding RSUs (including in the
form of cash as described in Paragraph 12(b)). In addition, if, following your termination of Employment, you notify the Firm and provide the Committee with satisfactory documentation that you are accepting Conflicted Employment, RSU Shares will be
delivered in respect of your Outstanding RSUs (including in the form of cash as described in Paragraph 12(b)). 
 (ii) You
May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to exercise its rights under the Award Agreement or the Plan (including Section 1.3.2 of the Plan) to take or require you to take other steps
it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest (which may include a determination that the accelerated vesting and/or delivery described in Paragraph 11(b)(i) will not apply
because such actions are not necessary or appropriate to cure an actual or perceived conflict of interest).] 
 (c)
Death. If you die, the RSU Shares underlying your Outstanding RSUs (whether or not Vested) will 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. 
 OTHER TERMS, CONDITIONS AND
AGREEMENTS 
 12. Additional Terms, Conditions and Agreements. 

(a) You Must Satisfy Applicable Tax Withholding Requirements. Delivery of RSU Shares is conditioned on your satisfaction
of any applicable withholding taxes in accordance with Section 3.2 of the Plan (which includes the Firm deducting or withholding amounts from any 

  
 - 5 - 








 
payment or distribution to you). In addition, 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 Award by requiring you to choose between remitting the 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 RSU Shares delivered to you under this 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, in its sole discretion, may 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 of Common Stock delivered to you pursuant to this Award (or any other Outstanding awards granted under the Plan or any predecessor or successor plan thereto). In no event, however,
does this Paragraph 12(a) give you any discretion to determine or affect the timing of the delivery of RSU Shares or the timing of payment of tax obligations. 

(b) Firm May Deliver Cash or Other Property Instead of RSU Shares. In accordance with Section 1.3.2(i) of the Plan,
in the sole discretion of the Committee, in lieu of all or any portion of the RSU Shares, the Firm may deliver cash, other securities, other awards under the Plan or other property, and all references in this Award Agreement to deliveries of RSU
Shares will include such deliveries of cash, other securities, other awards under the Plan or other property. 
 (c)
Amounts May Be Rounded to Avoid Fractional Shares. RSUs that become Vested on a Vesting Date and RSU Shares that become deliverable on a Delivery Date may, in each case, be rounded to avoid fractional Shares. 

(d) You May Be Required to Become a Party to the Shareholders’ Agreement. Your rights to your RSUs are conditioned
on your becoming a party to any shareholders’ agreement to which other similarly situated employees (e.g., employees with a similar title or position) of the Firm are required to be a party. 

(e) Firm May Affix Legends and Place Stop Orders on Restricted RSU Shares. GS Inc. may affix to Certificates
representing RSU Shares 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). GS Inc. may advise the transfer agent to place a stop order
against any legended RSU Shares. 
 (f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award
you understand and agree that: 
 (i) You Agree to Certain Consents as a Condition to the Award. You have expressly
consented to all of the items listed in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such personal information of yours as the Committee deems advisable to
administer the Plan, and you agree to provide any additional consents that the Committee determines to be necessary or advisable; 

(ii) You Are Subject to the Firm’s Policies, Rules and Procedures. You are subject to the Firm’s policies in
effect from time to time concerning trading in RSU Shares and hedging or pledging RSU Shares and equity-based compensation or other awards (including, 

  
 - 6 - 








 
without limitation, the Firm’s “Policies With Respect to Transactions Involving GS Shares, Equity Awards and GS Options by Persons Affiliated with GS Inc.” or any successor
policies), and confidential or proprietary information, and you will effect sales of RSU Shares in accordance with such rules and procedures as may be adopted from time to time (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); 

(iii) You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs and
other fees or expenses associated with your RSUs, including those related to the sale of RSU Shares; 
 (iv) You Will Be
Deemed to Represent Your Compliance with All the Terms of Your Award if You Accept Delivery of, or Sell, RSU Shares. You will be deemed to have represented and certified that you have complied with all of the terms of the Plan and this Award
Agreement when RSU Shares are delivered to you and you receive payment in respect of Dividend Equivalent Rights; 
 (v)
Firm May Deliver Your Award into an Escrow Account. The Firm may establish and maintain an escrow account on such terms (which may include your executing any documents related to, and your paying for any costs associated with, such account)
as it may deem necessary or appropriate, and the delivery of RSU Shares or the payment of cash or other property may initially be made into and held in that escrow account until such time as the Committee has received such documentation as it may
have requested or until the Committee has determined that any other conditions or restrictions on delivery of RSU Shares, cash or other property required by this Award Agreement have been satisfied; 

(vi) You May Be Required to Certify Compliance with Award Terms; You Are Responsible for Providing the Firm with Updated
Address and Contact Information After Your Departure from the Firm. If your Employment terminates while you continue to hold RSUs, from time to time, you may be required to provide certifications of your compliance with all of the terms of the
Plan and this Award Agreement as described in Paragraph 8(c)(iv). You understand and agree that (A) your address on file with the Firm at the time any certification is required will be deemed to be your current address, (B) it is your
responsibility to inform the Firm of any changes to your address to ensure timely receipt of the certification materials, (C) you are responsible for contacting the Firm to obtain such certification materials if not received and (D) your
failure to return properly completed certification materials by the specified deadline (which includes your failure to timely return the completed certification because you did not provide the Firm with updated contact information) will result in
the forfeiture of all of your RSUs and subject previously delivered amounts to repayment under Paragraph 8(c)(iv); 
 (vii)
You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee, the SIP Committee or SIP Administrators. In order to appeal a determination by the Committee, the SIP Committee, the SIP Administrators,
or any of their delegates or designees, you must submit a written request for the appeal within 180 days after receipt of any such determination. You must exhaust all administrative remedies before seeking to resolve a dispute through arbitration
pursuant to Paragraph 15 and Section 3.17 of the Plan; and 
 (viii) You Agree that Covered Persons Will Not Have
Liability. In addition to and without limiting the generality of the provisions of Section 1.3.5 of the Plan, neither the Firm nor any Covered Person will have any liability to you or any other person for any action taken or omitted in
respect of this or any other Award. 

  
 - 7 - 








 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 will apply to this Award. Any purported transfer or assignment in violation of the provisions of this
Paragraph 13 or Section 3.5 of the Plan will be void. The Committee may adopt procedures pursuant to which some or all recipients of RSUs may transfer some or all of their RSUs through a gift for no consideration to any immediate family member,
a trust or other estate planning vehicle approved by the Committee or SIP Committee in which the recipient and/or the recipient’s immediate family members in the aggregate have 100% of the beneficial interest. 

14. Right of Offset. Except as provided in Paragraph 17(h), the obligation to deliver RSU Shares or to make payments
under Dividend Equivalent Rights 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.  
 ARBITRATION, CHOICE
OF FORUM AND GOVERNING LAW 
 15. Arbitration;
Choice of Forum. 
 (a) BY ACCEPTING THIS AWARD,
YOU ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION
AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE
PLAN WILL APPLY TO THIS AWARD. THESE PROVISIONS, WHICH ARE EXPRESSLY
INCORPORATED HEREIN BY REFERENCE, PROVIDE AMONG OTHER THINGS 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 WILL BE
FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY, PURSUANT TO THE
TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN. 

(b) To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider class, collective or
representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the individual claimant involved. 

(c) Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this
Award Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a court and not an arbitrator. 

(d) All references to the New York Stock Exchange in Section 3.17 of the Plan will be read as references to the Financial
Industry Regulatory Authority. 
 (e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration
provisions under the Plan and this Award Agreement, and all arbitration proceedings thereunder. 
 (f) Nothing in this Award
Agreement creates a substantive right to bring a claim under U.S. Federal, state, or local employment laws. 

  
 - 8 - 








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

 CERTAIN TAX PROVISIONS 

17. Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 17 apply to you only
if you are a U.S. taxpayer. 
 (a) This Award Agreement and the Plan provisions that apply to this Award are intended
and will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, 409A Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions
or provisions. The Committee will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including Sections
1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement will govern, and in the case of any conflict or potential inconsistency between this Paragraph 17 and the other provisions of this Award Agreement, this
Paragraph 17 will govern. 
 (b) Delivery of RSU Shares will not be delayed beyond the date on which all applicable
conditions or restrictions on delivery of RSU Shares required by this Agreement (including those specified in Paragraphs 6, 10[(a)(ii), 10](b), 11([b][c]) and 12 and the consents and other items specified in Section 3.3 of the Plan) are
satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, delivery for such portion will occur by the March 15 coinciding with the last day of the
applicable “short-term deferral” period described in Reg. 1.409A-1(b)(4) in order for the delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit all applicable conditions or restrictions on
delivery to be satisfied, the Committee elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such
later date as may be permitted under Section 409A, including Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award
includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. 

(c) Notwithstanding the provisions of Paragraph 12(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply
with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the
date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to
Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). 

(d) Notwithstanding the timing provisions of Paragraph 11([b][c]), the delivery of RSU Shares referred to therein will be made
after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). 

  
 - 9 - 








 (e) The timing of delivery or payment pursuant to Paragraph 11(a) will occur on
the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm
in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after
your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 11(a), references in this Award Agreement to termination of Employment mean a
termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). 

(f) Notwithstanding any provision of Paragraph 7 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent
Rights with respect to each of your Outstanding RSUs will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a share of Common Stock the record
date for which occurs on or after the Date of Grant. The payment will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. 

(g) [The timing of delivery or payment referred to in Paragraph 11(b)(i) will be the earlier of (i) the Delivery Date or
(ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment will be made, and any Committee action referred to in
Paragraph 11(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A.] 

(h) Paragraph 14 and Section 3.4 of the Plan will not apply to Awards that are 409A Deferred Compensation except to the
extent permitted under Section 409A. 
 (i) Delivery of RSU Shares in respect of any Award may be made, if and to the
extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A Deferred Compensation, only to the extent that the later delivery is permitted under
Section 409A). 
 (j) You understand and agree that you are solely responsible for the payment of any taxes and
penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. 

18. Compliance of Award Agreement and Plan with Section 162(m). 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 will be subject to Section 3.21.3 of the Plan, as a result of which delivery of your RSU Shares may be delayed. 

COMMITTEE AUTHORITY, AMENDMENT AND CONSTRUCTION 

19. Committee Authority. The Committee has the authority to determine, in its sole discretion, that any event triggering
forfeiture or repayment of your Award will not apply and to limit the forfeitures and repayments that result under Paragraphs 8 and 9. [In addition, the Committee, in its sole discretion, may determine whether Paragraph[s] [10(a)(ii)] [and 10(b)]
will apply upon a termination of Employment [and whether a termination of Employment constitutes an Approved Termination under Paragraph 10(c).] 

  
 - 10 - 








 20. Amendment. The Committee reserves the right at any time to amend the
terms of 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(h) and 3.1 of the Plan, no such amendment will 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 the Award Agreement and the Plan as described in Sections 1.3.2(h)(1),
(2) and (4) of the Plan. A modification that impacts the tax consequences of this Award or the timing of delivery of RSU Shares will not be an amendment that materially adversely affects your rights and obligations under this Award
Agreement. Any amendment of this Award Agreement will be in writing. 
 21. Construction, Headings. Unless the
context requires otherwise, (a) words describing the singular number include the plural and vice versa, (b) words denoting any gender include all genders and (c) the words “include,” “includes” and
“including” will be deemed to be followed by the words “without limitation.” 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. References in this Award Agreement to any specific Plan provision will not be construed as limiting the applicability of any other Plan provision.  

  
 - 11 - 








 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. 

  
 - 12 - 








 DEFINITIONS APPENDIX 

The following capitalized terms are used in this Award Agreement with the following meanings: 

(a) “409A Deferred Compensation” means a “deferral of compensation” or “deferred compensation” as those
terms are defined in the regulations under Section 409A. 
 (b) [“Approved Termination” means that you are classified
by the Firm as a “program analyst” or “fixed-term employee” and you (i) successfully complete the analyst program or fixed-term engagement, as applicable and determined by the Firm in its sole discretion, including remaining
Employed through the completion date specified by the Firm, and (ii) terminate Employment immediately after the completion date without any “stay-on” or other agreement or understanding to continue Employment with the Firm. If you
agree to stay with the Firm as an employee after your analyst program or fixed-term engagement ends and then later terminate Employment, you will not have an Approved Termination.] 

(c) “Associate With a Covered Enterprise” means that you (i) form, or acquire a 5% or greater equity ownership, voting
or profit participation interest in, any Covered Enterprise or (ii) associate in any capacity (including association as an officer, employee, partner, director, consultant, agent or advisor) with any Covered Enterprise. Associate With a Covered
Enterprise may include, as determined in the discretion of either the Committee or the SIP Committee, (i) becoming the subject of any publicly available announcement or report of a pending or future association with a Covered Enterprise and
(ii) unpaid associations, including an association in contemplation of future employment. “Association With a Covered Enterprise” will have its correlative meaning. 

(d) “Covered Enterprise” means an existing or planned business enterprise that competes with the Firm (which, for this
purpose means offering products or services that are the same as or similar to those offered by the Firm (“Firm Products or Services”)), or reasonably may be expected to do so. The enterprises covered by this definition include enterprises
that offer Firm Products or Services directly, as well as those that do so indirectly by ownership or control (e.g., by owning, being owned by, or being under common ownership with an enterprise that offers Firm Products or Services). An
enterprise will be treated as providing Firm Products or Services if, solely by way of example, it provides products or services associated with investment banking, public or private finance, lending, financial advisory services, private investing
(for anyone other than you or your family members), private banking, commercial banking, 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. A Competitive Enterprise is a Covered Enterprise. An enterprise that offers, or may reasonably be expected to offer, Firm Products or Services
is a Covered Enterprise irrespective of whether the enterprise is a customer, client or counterparty of the Firm, and, because the Firm is a global enterprise, irrespective of where the Covered Enterprise is physically located. 

(e) “Failed to Consider Risk” means that you participated in the structuring or marketing of any product or service, or
participated on behalf of the Firm or any of its clients in the purchase or sale of any security or other property, in any case without appropriate consideration of the risk to the Firm or the broader financial system as a whole (for example, where
you have improperly analyzed such risk or where you have failed sufficiently to raise concerns about such risk) and, as a result of such action or omission, the Committee determines there has been, or reasonably could be expected to be, a material
adverse impact on the Firm, your business unit or the broader financial system. 

  
 - 13 - 








 (f) “Qualifying Termination After a Change in Control” means that the Firm
terminates your Employment other than for Cause or you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control. 

(g) “Selected Firm Personnel” means any individual who is or in the three months preceding the conduct prohibited by
Paragraph 8(b) was (i) a Firm employee or consultant with whom you personally worked while employed by the Firm, (ii) a Firm employee or consultant who, at any time during the year preceding the date of the termination of your Employment,
worked in the same division in which you worked or (iii) an Advisory Director, a Managing Director or a Senior Advisor of the Firm. 
 The following
capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan. 
 (a)
“Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to time, into which shares of Common Stock, cash or other property in respect of an Award are delivered. 

(b) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award Statement.

 (c) “Award Statement” means a written statement that reflects certain Award terms. 

(d) “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by Federal law or executive order to be closed. 
 (e) “Cause” means (i) the Grantee’s
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) the Grantee’s engaging
in any conduct which constitutes an employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the Grantee’s willful failure to perform the Grantee’s duties to the
Firm, (iv) the Grantee’s 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 the Firm is a
member, (v) the Grantee’s violation of any Firm policy concerning hedging or pledging or confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time,
(vi) the Grantee’s 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) the Grantee’s 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 and, in such case, the Committee also may, but shall not be required to, specify the date such Cause
occurred (including by determining that a prior termination of Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise to Cause shall be in addition to the rights the Firm may
have under any other agreement with a Grantee or at law or in equity. 
 (f) “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 shareholders under the law of GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of
securities of GS 

  
 - 14 - 








 
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 1999 SIP) 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
(A) were members of the Board on the Effective Date or (B) became directors subsequent to the Effective Date 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 nominees for director). 

(g) “Client” means any client or prospective client of the Firm to whom the Grantee provided services, or for whom the Grantee
transacted business, or whose identity became known to the Grantee in connection with the Grantee’s relationship with or employment by the Firm. 

(h) “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the
extent the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based” compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the
Board composed of two or more members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board determines it is appropriate for Awards under the Plan to qualify for the
exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of whom is a “non-employee director” within the meaning
of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall be the Compensation Committee of the Board. 
 (i)
“Common Stock” means common stock of GS Inc., par value $0.01 per share. 
 (j) “Competitive Enterprise”
means an existing or planned business enterprise that (i) engages, or may reasonably be expected to engage, in any activity, (ii) owns or controls, or may reasonably be expected to own or control, a significant interest in or
(iii) is, or may reasonably be expected to be, owned by, or a significant interest in which is, or may reasonably expected to be, owned or controlled by, any entity that engages in any activity that, in any case, competes or will compete
anywhere with any activity in which the Firm is engaged. The activities covered by this definition include, without limitation, financial services such as investment banking, public or private finance, lending, financial advisory services, private
investing (for anyone other than the Grantee and members of the Grantee’s 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. 
 (k) [“Conflicted
Employment” means the Grantee’s employment at any U.S. Federal, state or local government, any non-U.S. government, any supranational or international organization, any self-

  
 - 15 - 








 
regulatory organization, or any agency or instrumentality of any such government or organization, or any other employer determined by the Committee, if, as a result of such employment, the
Grantee’s continued holding of any Outstanding Award would result in an actual or perceived conflict of interest.] 
 (l)
“Covered Person” means a member of the Board or the Committee or any employee of the Firm. 
 (m) “Date of
Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award. 
 (n) “Delivery
Date” means each date specified in the Grantee’s Award Agreement as a delivery date, provided, unless the Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the
first trading day of the first Window Period beginning after such date. 
 (o) “Dividend Equivalent Right” means a dividend
equivalent right granted under the Plan, which represents an unfunded and unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares of Common Stock covered by an Award if
such shares had been delivered pursuant to an Award. 
 (p) “Employment” means the Grantee’s performance of services
for the Firm, as determined by the Committee. The terms “employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and when a Grantee’s leave of absence
results in a termination of Employment (for this purpose, unless the Committee determines otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii) whether and when a change
in a Grantee’s association with the Firm results in a termination of Employment and (iii) the impact, if any, of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any
references in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary terminations. 

(q) “Extended Absence” means the Grantee’s inability to perform for six (6) continuous months, due to illness,
injury or pregnancy-related complications, substantially all the essential duties of the Grantee’s occupation, as determined by the Committee. 

(r) “Firm” means GS Inc. and its subsidiaries and affiliates. 

(s) “Good Reason” means, in connection with a termination of employment by a Grantee following a Change in Control,
(a) as determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s responsibilities from those in effect immediately prior to the Change in Control or (b) the
Firm’s requiring the Grantee’s principal place of Employment to be located more than seventy-five (75) miles from the location where the Grantee is 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 the Grantee’s customary business travel obligations in the ordinary course of business prior to the Change in Control). 

(t) “Grantee” means a person who receives an Award. 

(u) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto. 

  
 - 16 - 








 (v) “Outstanding” means any Award to the extent it has not been forfeited,
cancelled, terminated, exercised or with respect to which the shares of Common Stock underlying the Award have not been previously delivered or other payments made. 

(w) [“Retirement” means termination of the Grantee’s Employment (other than for Cause) on or after the Date of Grant at a
time when (i) (A) the sum of the Grantee’s age plus years of service with the Firm (as determined by the Committee in its sole discretion) equals or exceeds 60 and (B) the Grantee has completed at least 10 years of service with
the Firm (as determined by the Committee in its sole discretion) or, if earlier, (ii) (A) the Grantee has attained age 50 and (B) the Grantee has completed at least five years of service with the Firm (as determined by the Committee
in its sole discretion).] 
 (x) “RSU” means a restricted stock unit Award granted under the Plan, which represents an
unfunded and unsecured promise to deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement. 
 (y) “RSU
Shares” means shares of Common Stock that underlie an RSU. 
 (z) “Section 409A” means Section 409A of the
Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance.

 (aa) “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the
authority to perform day-to-day administrative functions for the Plan. 
 (bb) “SIP Committee” means the persons who have
been delegated certain authority under the Plan by the Committee. 
 (cc) “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. 

(dd) “Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an
Award. 
 (ee) “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that
the Grantee remain actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award,
and such Award shall remain subject to such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement. 

(ff) “Vesting Date” means each date specified in the Grantee’s Award Agreement as a date on which part or all of an Award
becomes Vested. 
 (gg) “Window Period” means a period designated by the Firm during which all employees of the Firm are
permitted to purchase or sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different restrictions, the Window Period may be a period designated by the Firm during
which an employee of the Firm in such designated group is permitted to purchase or sell shares of Common Stock). 

  
 - 17 -