exv10w53






Exhibit 10.53




THE GOLDMAN SACHS AMENDED AND RESTATED

STOCK INCENTIVE PLAN

____ YEAR-END RESTRICTED STOCK AWARD




     This Award Agreement sets forth the terms and conditions of the ____ Year-End Restricted Stock
Award (this “Award”) granted to you under The Goldman Sachs Amended and Restated 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 have the meanings as used or defined in the Plan. References in
this Award Agreement to any specific Plan provision shall not be construed as limiting the
applicability of any other Plan provision.



     2. Award. This Award is made up of the number of Restricted Shares (“Restricted
Shares”) specified on your Award Statement. A Restricted Share is a share of Common Stock (a
“Share”) delivered under the Plan that is subject to certain transfer restrictions and other terms
and conditions described in this Award Agreement. This Award is conditioned upon your granting to
the Firm the full power and authority to register the Restricted Shares in its or its designee’s
name and authorizing the Firm or its designee to sell, assign or transfer any Restricted Shares in
the event of forfeiture of your Restricted Shares. Unless otherwise determined by the Firm, this
Award is conditioned upon your filing an election with the Internal Revenue Service within 30 days
of the grant of your Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed
currently on the fair market value of the Restricted Shares on the Date of Grant. This will result
in the recognition of taxable income on the Date of Grant equal to such fair market value (but will
not affect the Vesting of your Restricted Shares or the removal of the Transfer Restrictions).
This Award is conditioned on your executing the related Signature Card and returning it to the
address designated on the Signature Card and/or by the method designated on the Signature Card by
the date specified, 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 12. By executing the related Signature Card (which, among other
things, opens the custody account referred to in Paragraph 3(b) if you have not done so
already), you will have confirmed your acceptance of all of the terms and conditions of this Award
Agreement. 



     3. Certain Material Terms of Restricted Shares.



     (a) Vesting. All of your Restricted Shares shall be Vested on the Date of
Grant. When a Restricted Share is Vested, it means only that your continued active Employment is
not required in order for your Restricted Shares to become fully transferable without risk of
forfeiture. However, all other terms and conditions of this Award Agreement (including the
Transfer Restrictions described in Paragraph 3(c)) shall continue to apply to such Restricted
Shares, and failure to meet such terms and conditions may result in the forfeiture of all of your
rights in respect of the Restricted Shares and their return to GS Inc. and the cancellation of this
Award.



     (b) Date of Grant. The date on which your Restricted Shares will be
granted, subject to the conditions of this Award Agreement, is set forth on your Award Statement.
Except as provided in this Paragraph 3 and in Paragraph 2, the Restricted Shares shall be delivered
to an escrow, custody, brokerage or similar account, as approved or required by the Firm, and, except as provided in
Paragraphs 3(d), 6, 7 and 9(g), shall be subject to the Transfer Restrictions described in
Paragraph 3(c).



 









 






     (c) Transfer Restrictions; Escrow.



          (i) Except as provided in Paragraphs 3(d), 7, and 9(g), Restricted Shares shall not be
permitted to be sold, exchanged, transferred, assigned, pledged, hypothecated,
fractionalized, hedged or otherwise disposed of (including through the use of any
cash-settled instrument), whether voluntarily or involuntarily by you (such restrictions
collectively referred to herein as the “Transfer Restrictions”) until the date specified on
your Award Statement as the “Transferability Date.” Any purported sale, exchange, transfer,
assignment, pledge, hypothecation, fractionalization, hedge or other disposition in
violation of the Transfer Restrictions shall be void. If and to the extent Restricted
Shares are certificated, the Certificates representing such Restricted Shares are subject to
the restrictions in this Paragraph 3(c)(i), and GS Inc. shall advise its transfer agent to
place a stop order against such Restricted Shares. Within 30 Business Days after the
Transferability Date (or any other date described herein on which the Transfer Restrictions
are removed), GS Inc. shall take, or shall cause to be taken, such steps as may be necessary
to remove the Transfer Restrictions in respect of any of such Restricted Shares that have
not been previously forfeited.




          (ii) In the discretion of the Committee, delivery of the Restricted Shares may be made
directly into an escrow account meeting such terms and conditions as are determined by the
Firm, provided that any other conditions or restrictions on delivery of Shares required by
this Award Agreement have been satisfied. By accepting your Restricted Shares, you have
agreed on behalf of yourself (and your estate or other permitted beneficiary) that the Firm
may establish and maintain an escrow account for your benefit on such terms and conditions
as the Firm may deem necessary or appropriate (which may include, without limitation, your
(or your estate or other permitted beneficiary) executing any documents related to, and your
(or your estate or other permitted beneficiary) paying for any costs associated with, such
account). Any such escrow arrangement shall, unless otherwise determined by the Firm,
provide that (A) the escrow agent shall have the exclusive authority to vote such Shares
while held in escrow and (B) dividends paid on such Shares held in escrow may be accumulated
and shall be paid as determined by the Firm in its sole discretion.




          (iii) If you are a party to the Amended and Restated Shareholders’ Agreement (the
“Shareholders’ Agreement”), your Restricted Shares will be considered “Covered Shares” for
purposes of Section 2.1(a) of the Shareholders’ Agreement as described in Appendix A hereto.




     (d) Death. Notwithstanding any other Paragraph of this Award Agreement, if you
die prior to the Transferability Date with respect to your Restricted Shares, 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, the Transfer Restrictions then applicable to such
Restricted Shares shall be removed. The Committee may adopt procedures pursuant to which
you may be permitted to specifically bequeath some or all of your Restricted Shares under
your will to an organization described in Sections 501(c)(3) and 2055(a) of the Code (or
such other similar charitable organization as may be approved by the Committee).





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     4. Termination of Employment; Forfeiture of Restricted Shares.



     (a) Unless the Committee determines otherwise, and except as provided in Paragraphs
3(d), 7 and 9(g), if your Employment terminates for any reason or you otherwise are no longer
actively employed with the Firm, the Transfer Restrictions shall continue to apply to your
Restricted Shares that were Outstanding prior to your termination of Employment until the
Transferability Date in accordance with Paragraph 3(c).



     (b) Without limiting the application of Paragraphs 4(c), 4(d) and 4(f), and subject
to Paragraph 6(b):



          (i) your rights in respect of all Restricted Shares shall terminate, such Shares
immediately shall be returned to GS Inc. and such portion of the Award immediately shall be
cancelled if you engage in “Competition” (as defined below) prior to the earlier of December
31, ____ or the date on which the Transfer Restrictions and risks of forfeiture with respect
to your Restricted Shares are removed following a Change in Control in accordance with
Paragraph 7 hereof;




          (ii) your rights in respect of two-thirds of your Restricted Shares (which may be
rounded to avoid fractional Shares) shall terminate, such Shares immediately shall be
returned to GS Inc. and such portion of the Award immediately shall be cancelled if you
engage in Competition on or after December 31, ____, but prior to the earlier of December
31, ____ or the date on which the Transfer Restrictions and risks of forfeiture with respect
to your Restricted Shares are removed following a Change in Control in accordance with
Paragraph 7 hereof; and




          (iii) your rights in respect of one-third of your Restricted Shares (which may be
rounded to avoid fractional Shares) shall terminate, such Shares immediately shall be
returned to GS Inc. and such portion of the Award immediately shall be cancelled if you
engage in Competition on or after December 31, ____, but prior to the earlier of December
31, ____ or the date on which the Transfer Restrictions and risks of forfeiture with respect
to your Restricted Shares are removed following a Change in Control in accordance with
Paragraph 7 hereof.



For purposes of this Award Agreement, “Competition” means that you (i) form, or acquire a 5% or
greater equity ownership, voting or profit participation interest in, any Competitive Enterprise,
or (ii) associate in any capacity (including, but not limited to, association as an officer,
employee, partner, director, consultant, agent or advisor) with any Competitive Enterprise.




     (c) Unless the Committee determines otherwise, and except as provided in Paragraph
7, if:



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




          (ii) (A) you, in any manner, directly or indirectly, (1) Solicit any Client to transact
business with a Competitive Enterprise or to reduce or refrain from doing any business with
the Firm, (2) interfere with or damage (or attempt to interfere with or damage) any
relationship between the Firm and any Client, (3) Solicit any person who is an employee of
the Firm to resign from the Firm or to apply for or accept employment with any Competitive
Enterprise or (4) on behalf of yourself or any person or Competitive Enterprise hire, or
participate in the hiring of, any Selected Firm Personnel or identify, or participate in the
identification of, Selected Firm Personnel for potential hiring, whether as an employee or
consultant or otherwise,




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or (B) Selected Firm Personnel are Solicited, hired or accepted
into partnership, membership or similar status (1) by a Competitive Enterprise that you
form, that bears your name, in which you are a partner, member or have similar status, or in
which you possess or control greater than a de minimis equity ownership, voting or profit
participation or (2) by any Competitive Enterprise
where you have, or are intended to have, direct or indirect managerial or supervisory
responsibility for such Selected Firm Personnel;




          (iii) as a result of any action brought by you, it is determined that any of the terms
or conditions for the expiration of the Transfer Restrictions with respect to this Award are
invalid;




          (iv) GS Inc. fails to maintain the required “Minimum Tier 1 Capital Ratio” as defined
under Federal Reserve Board Regulations applicable to GS Inc. for a period of 90 consecutive
business days; or




          (v) the Board of Governors of the Federal Reserve or the Federal Deposit Insurance
Corporation (the “FDIC”) makes a written recommendation under Title II (Orderly Liquidation
Authority) of the Dodd-Frank Wall Street Reform and Consumer Protection Act for the
appointment of the FDIC as a receiver of GS Inc. based on a determination that GS Inc. is
“in default” or “in danger of default,”



your rights in respect of the following Restricted Shares immediately shall be forfeited, such
Shares immediately shall be returned to GS Inc. and such portion of the Award immediately shall be
cancelled: (x) all of your Outstanding Restricted Shares if any of the events described in this
Paragraph 4(b) (the “Events”) occurs prior to the ____ RSU Delivery Date (as defined in Appendix
A); (y) two-thirds of your Outstanding Restricted Shares if any of the Events occurs on or after
the ____ RSU Delivery Date but prior to the ____ RSU Delivery Date (as defined in Appendix A); and
(z) one-third of your Outstanding Restricted Shares if any of the Events occurs on or after the
____ RSU Delivery Date but prior to the ____ RSU Delivery Date (as defined in Appendix A). Shares
may be rounded to avoid fractional Shares.



For purposes of the foregoing, the term “Selected Firm Personnel” means: (A) any Firm employee or
consultant (1) with whom you personally worked while employed by the Firm, or (2) who at any time
during the year immediately preceding your termination of Employment with the Firm, worked in the
same division in which you worked; and (B) any Managing Director of the Firm.




     (d) Unless the Committee determines otherwise, and except as provided in Paragraph
7, your rights in respect of Outstanding Restricted Shares immediately shall be forfeited, and
such Shares immediately shall be returned to GS Inc., if, before the Transferability Date:



          (i) any event that constitutes Cause has occurred;




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




          (iii) you fail to certify to GS Inc., in accordance with procedures established by the
Committee, that you have complied, or the Committee determines that you in fact have failed
to comply, with all the terms and conditions of the Plan and this Award Agreement. On the





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Transferability Date, you shall be deemed to have represented and certified that you have
complied with all the terms and conditions of the Plan and this Award Agreement; or




          (iv) your Employment terminates for any reason or you otherwise are no longer actively
employed with the Firm and an entity to which you provide services grants you cash, equity
or other property (whether vested or unvested) to replace, substitute for or otherwise in
respect of any Outstanding Restricted Shares.




     (e) For the avoidance of doubt, failure to pay or reimburse the Firm, upon demand,
for any amount you owe to the Firm shall constitute (i) failure to meet an obligation you have
under an agreement referred to in Paragraph 4(d)(ii), regardless of whether such obligation arises
under a written agreement, and/or (ii) a material violation of Firm policy constituting Cause
referred to in Paragraph 4(d)(i).



     (f) Unless the Committee determines otherwise, without limiting any other provision
in Paragraphs 4(c) or 4(d), and except as provided in Paragraph 7, if the Committee determines
that, during the Firm’s ____ fiscal year, 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, your rights in respect of your Outstanding Restricted Shares awarded as part of
this Award immediately shall be forfeited, such Shares immediately shall be returned to GS Inc. and
this Award shall be cancelled (and any dividends or other amounts paid or delivered to you in
respect of this Award shall be subject to repayment in accordance with, or in a manner similar to
the provisions described in, Paragraph 5).



     5. Repayment and Forfeiture.



     (a) The provisions of Section 2.5.2 of the Plan (which require Grantees to repay to
the Firm the value of Restricted Shares, without reduction for related withholding tax, if the
Committee determines that all terms and conditions of this Award Agreement were not satisfied)
shall apply to this Award, except that if the condition that was not satisfied would have resulted
in the Transfer Restrictions not being removed, then the Fair Market Value of the Shares shall be
determined as of the Transferability Date (or any earlier date that the Transfer Restrictions were
removed).



     (b) If and to the extent you forfeit any Restricted Shares hereunder or are required
to repay any amount in respect of a number of Restricted Shares pursuant to Paragraph 5(a), you
also will be required to pay to the Firm, immediately upon demand therefor, an amount
equal to the Fair Market Value (determined as of the Date of Grant) of the number of Shares that
were used to satisfy tax withholding for such Restricted Shares that are forfeited or subject to
repayment pursuant to Paragraph 5(a). Such repayment amount for Restricted Shares applied to tax
withholding will be determined by multiplying the number of Restricted Shares that were used to
satisfy withholding taxes related to this Award (the “Tax Withholding Shares”) by a fraction, the
numerator of which is the number of Restricted Shares you forfeited (or with respect to which
repayment is required) and the denominator of which is the number of Restricted Shares that
comprised the Award (reduced by the Tax Withholding Shares).



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     6. Certain Terminations of Employment.



     (a) In the event of the termination of your Employment for any reason (determined as
described in Section 1.2.19 of the Plan), all terms and conditions of this Award Agreement shall
continue to apply (including any applicable Transfer Restrictions).



     (b) Unless otherwise determined by the Committee in its discretion, Paragraph 4(b)
will not apply following termination of Employment that is characterized by the Firm as
“involuntary” or by “mutual agreement” other than for Cause and if you execute such 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. No termination of Employment initiated by you, including
any termination claimed to be a “constructive termination” or the like or a termination for good
reason, will constitute an “involuntary” termination of Employment or a termination of Employment
by “mutual agreement.”



     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 your Employment for Good Reason, all of
the Transfer Restrictions and risks of forfeiture with respect to your Restricted Shares shall be
removed.



     8. Dividends. You shall be entitled to receive on a current basis any regular cash
dividend paid by GS Inc. in respect of your Restricted Shares, or, if the Restricted Shares are
held in escrow, the Firm will direct the transfer/paying agent to distribute the dividends to you
in respect of your Restricted Shares.



     9. Certain Additional Terms, Conditions and Agreements.



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



     (b) If you are or become a Managing Director, your rights in respect of the
Restricted Shares are conditioned on your becoming a party to any shareholders’ agreement to which
other similarly situated employees of the Firm are a party.



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



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



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



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



     (g) Without limiting the application of Paragraphs 4(c), 4(d) and 4(f), if:



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




          (ii) following your termination of Employment other than described in Paragraph 9(g)(i),
you notify the Firm that you have accepted or intend to accept Conflicted Employment at a
time when you continue to hold Outstanding Restricted Shares;



then any Transfer Restrictions shall be removed as soon as practicable after the Committee has
received satisfactory documentation relating to your Conflicted Employment.




     (h) 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 shall have any liability to you or any
other person for any action taken or omitted in respect of this or any other Award.



     (i) You understand and agree, by accepting this Award, that Restricted Shares hereby
are pledged to the Firm to secure its right to such Restricted Shares in the event you forfeit any
such Restricted Shares pursuant to the terms of the Plan or this Award Agreement. This Award, if
held



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in escrow, will not be delivered to you but will be held by an escrow agent for your benefit.
If an escrow agent is used, such escrow agent will also hold the Restricted Shares for the benefit
of the Firm for the purpose of perfecting its security interest.




     (j) You understand and agree that, in the event of your termination of Employment
while you continue to hold Outstanding Restricted Shares, you may be required to certify, from time
to time, your compliance with all terms and conditions of the Plan and this Award Agreement. You
understand and agree that (i) it is your responsibility to inform the Firm of any changes to your
address to
ensure timely receipt of the certification materials, (ii) you are responsible for obtaining
such certification materials by contacting the Firm if you do not receive certification materials,
and (iii) failure to return properly completed certification materials by the deadline specified in
the certification materials will result in the forfeiture of all of your Outstanding Restricted
Shares in accordance with Paragraph 4(d)(iii).



     10. Right of Offset. The Firm may exercise its right of offset under Section 3.4 of
the Plan by conditioning the removal of the Transfer Restrictions on your satisfaction of your
obligations to the Firm in a manner deemed appropriate by the Committee, including by the
application of some or all of your Restricted Shares.



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



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



     13. Non-transferability. Except as otherwise may be provided in this Paragraph 13 or
as otherwise may be provided by the Committee, and without limiting Paragraph 3(c) hereof, the
limitations on transferability set forth in Section 3.5 of the Plan shall 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 shall be void. The Committee may adopt procedures pursuant to which some or all
recipients of Restricted Shares may transfer some or all of their Restricted Shares (which shall
continue to be subject to the Transfer Restrictions until the Transferability Date) through a gift
for no consideration to any immediate family member (as determined pursuant to the procedures) or a
trust in which the recipient and/or the recipient’s immediate family members in the aggregate have
100% of the beneficial interest (as determined pursuant to the procedures).



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



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



	 	 	 	 	 
	 	THE GOLDMAN SACHS GROUP, INC.

 	 
	 
	 	By:  	 	 
	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



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Appendix A



Treatment of ____ Year-End Restricted Shares under the Shareholders’ Agreement. Capitalized terms
used in this Appendix A that are not defined in this Appendix A, the Award Agreement or the Plan
have the meanings as used or defined in the Shareholders’ Agreement.





	 	•	 	With respect to all Restricted Shares that are awarded under the ____ Year-End
Restricted Stock Award, an event triggering the recalculation of the Covered
Person’s Covered Shares shall be deemed to occur with respect to one-third of such
Restricted Shares on each of the dates upon which Shares will deliver under the ____
Year-End RSUs (i.e., the first trading day in a Window Period in each of January
____, January ____ and January ____, or such other date on which the relevant
installment of ____ Year-End RSUs shall be delivered) (such dates being referred to
as the “____ RSU Delivery Date,” the “____ RSU Delivery Date” and the “____ RSU
Delivery Date,” respectively, and each being referred to as a “Trigger Date”).






	 	•	 	As of each such Trigger Date, such Covered Person’s Covered Shares shall be
increased by:






	 	•	 	the gross number of Restricted Shares for such Trigger Date (determined
before any deductions, including any deductions for withholding taxes, fees or
commissions), minus






	 	•	 	such gross number multiplied by the Specified Tax Rate that would apply if
the Covered Person had received, on or around the Trigger Date, a delivery of
Common Stock underlying Year-End RSUs instead receiving a grant of Restricted
Shares.






	 	•	 	Until a Trigger Date, the Covered Person shall not be deemed to be the Sole
Beneficial Owner of the Restricted Shares relating to such Trigger Date (and
therefore until such Trigger Date such Shares shall not be counted toward the
satisfaction of the Transfer Restrictions).






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