exv10w54






Exhibit 10.54




THE GOLDMAN SACHS AMENDED AND RESTATED

STOCK INCENTIVE PLAN

____ YEAR-END SHORT-TERM RESTRICTED STOCK AWARD



      
     This Award Agreement sets forth the terms and conditions of the ____ Year-End Short-Term
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 (“Short-Term Restricted Shares”) set forth on your Award Statement as “____ Year-End Short-Term
Restricted Stock.” 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 Short-Term Restricted Shares in its or its designee’s name and
authorizing the Firm or its designee to sell, assign or transfer any Short-Term Restricted Shares
in the event of forfeiture of your Short-Term 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 Short-Term Restricted Shares, electing pursuant to Section
83(b) of the Code to be taxed currently on the fair market value of the Short-Term 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 Short-Term
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 Short-Term Restricted Shares.


      
     (a) Vesting. All of your Short-Term Restricted Shares shall be Vested on
the Date of Grant. When a Short-Term Restricted Share is Vested, it means only that your continued
active Employment is not required in order for your Short-Term 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 Short-Term Restricted Shares, and failure to meet such terms and conditions may result in
the forfeiture of all of your rights in respect of the Short-Term Restricted Shares and their
return to GS Inc. and the cancellation of this Award.


      
     (b) Date of Grant. The date on which your Short-Term 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 Short-Term 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), the Short-Term 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 Short-Term
Restricted Shares are certificated, the Certificates representing such Short-Term 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 Short-Term 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
Short-Term Restricted Shares that have not been previously forfeited.




          (ii) In the discretion of the Committee, delivery of the Short-Term 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 Short-Term
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 Short-Term Restricted Shares will be subject to the
Shareholders’ Agreement, except those Shares will not be considered “Covered Shares” for
purposes of Section 2.1(a) of the Shareholders’ Agreement.




          (d) Death. Notwithstanding any other Paragraph of this Award Agreement, if you
die prior to the Transferability Date, 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 Short-Term 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 Short-Term 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 Short-Term 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
Short-Term Restricted Shares that were Outstanding prior to your termination of Employment until
the Transferability Date in accordance with Paragraph 3(c).


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




          (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) any event that constitutes Cause has occurred;




          (iii) 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;




          (iv) 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
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;




          (v) 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; or




          (vi) 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 Short-Term Restricted Shares.


      
     (c) 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(b)(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(b)(i).


      
     (d) Unless the Committee determines otherwise, without limiting any other provision
in Paragraphs 4(b), 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



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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 Short-Term 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 Short-Term 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 Short-Term Restricted Shares hereunder or
are required to repay any amount in respect of a number of Short-Term 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 Short-Term Restricted Shares
that are forfeited or subject to repayment pursuant to Paragraph 5(a). Such repayment amount for
Short-Term Restricted Shares applied to tax withholding will be determined by multiplying the
number of Short-Term 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
Short-Term Restricted Shares you forfeited (or with respect to which repayment is required) and the
denominator of which is the number of Short-Term Restricted Shares that comprised the Award
(reduced by the Tax Withholding Shares).


      
     6. Termination of Employment. 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).


      
     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 Short-Term 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 Short-Term Restricted Shares, or, if the Short-Term
Restricted Shares are held in escrow, the Firm will direct the transfer/paying agent to distribute
the dividends to you in respect of your Short-Term 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



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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
Short-Term 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.


      
     (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(b) and 4(d) 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,



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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 Short-Term 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 Short-Term 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 Short-Term Restricted
Shares hereby are pledged to the Firm to secure its right to such Short-Term Restricted Shares in
the event you forfeit any such Short-Term Restricted Shares pursuant to the terms of the Plan or
this Award Agreement. This Award, if held 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 Short-Term 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 Short-Term 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 Short-Term Restricted Shares in accordance with Paragraph 4(b)(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 Short-Term 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



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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 Short-Term Restricted Shares may transfer some or all of their Short-Term 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.


      
     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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