exv10w56






Exhibit 10.56




The Goldman Sachs Group, Inc.

Signature Card For          Awards (Asia) and the BNY Mellon Custody Account 

and Consent to Receive Electronic Delivery 









IMPORTANT: PLEASE REVIEW, EXECUTE AND RETURN THIS FORM TO: EQUITY COMPENSATION

(DIVISION OF HCM), 30 HUDSON STREET, 35TH FLOOR, JERSEY CITY, NJ 07302.




YOU MUST PROPERLY EXECUTE THIS FORM TO ACKNOWLEDGE ACCEPTANCE OF THE TERMS AND 
CONDITIONS OF
YOUR AWARD(S) AND RELATED MATTERS.






1. I have received and agree to be bound by The Goldman Sachs Amended and Restated
Stock Incentive Plan (the “SIP”) and the Award Agreement(s) applicable to me in connection with the
         Award(s) (the “Award(s)”) that I have been granted by the Firm (as defined in the
SIP). I confirm that I have accepted the Award(s) subject to the terms and conditions contained in
the SIP and the Award Agreement(s), including but not limited to, the requirement that disputes
relating to the Award(s) and the Award Agreement(s) be decided through arbitration in New York City
and be governed by New York law.



As a condition of this grant, I understand that the Award(s) (as well as any other award that the
Firm may grant to me under the SIP) is/are subject to other governing law provisions (as outlined
in this signature card, in the current or otherwise then current Award Summary (as defined below)
or otherwise as may be required under applicable law) and, as a condition to receiving such awards,
I agree to be bound thereby. I also understand that the Firm may grant to me other awards under the
SIP that also may contain (among other terms and conditions) arbitration and other governing law
provisions and, as a condition to receiving such awards, I agree to be bound thereby. As a
condition of this grant, I agree to provide upon request an appropriate certification regarding my
U.S. tax status on Form W-8BEN, Form W-9, or other appropriate form, and I understand that failure
to supply a required form may result in the imposition of backup withholding on certain payments I
receive pursuant to this grant.



Further, as a condition of this grant, if I am a person who has worked in the United
Kingdom at any time during the earnings period relating to any award under the SIP, as
determined by the Firm, when requested and as directed by the Firm, I will agree to a Joint
Election under s431 ITEPA 2003 of the laws of the United Kingdom for full or partial disapplication
of Chapter 2 Income Tax (Earnings and Pension) Act 2003 under the laws of the United Kingdom and
will sign and return such election in respect of all future deliveries of shares underlying the
Award(s) and any previous grants made to me under the SIP and understand that the Firm intends to
meet its delivery obligations in shares with respect to my Award(s), except as may be prohibited by
law or described in the accompanying Award Agreement or supplementary materials.



If I have worked in Switzerland at any time during the earnings period relating to the
Award(s) granted to me as determined by the Firm, (i) I acknowledge that my Award(s) are subject to
tax in accordance with the rulings and method of calculation of taxable values to be agreed by the
Firm with the Federal and/or Zurich/Geneva cantonal/communal tax authorities or as otherwise
directed by the Firm, and (ii) I hereby agree to be bound by any rulings agreed by the Firm in
respect of any Award(s), which is expected to result in taxation at the time of delivery of shares
(or cash or other property in lieu thereof), and (iii) I undertake to declare and make a full and
accurate income tax declaration in respect of my Award(s) in accordance with the above ruling or as
directed by the Firm.



I understand and acknowledge that any transfer provisions (including, where applicable, escrow and
other similar provisions, but specifically excluding any transfer restrictions imposed on any
Award(s) in the Award Agreement(s) or the SIP) in the SIP or related documents will not apply to me
(i) to the extent that the applicability of those provisions would affect the availability of
relevant exemptions or tax favorable treatment, or (ii) otherwise in circumstances determined by
the Firm in its sole discretion.



2. I have read and understand the Firm’s “Notice Periods for Recipients of Year-End Equity-Based
Awards” (the “Notice Policy”), pursuant to which I am required to provide certain specified advance
notice of my intent to leave employment with the Firm. I understand that in executing this form, I
will be agreeing to provide my employing entity with advance notice of my intention to leave
employment with the Firm as follows:





	 	•	 	In the Americas, Japan and Asia Ex-Japan (excluding India): 60 days in advance of my
termination date
	 
	 	•	 	In Europe, the Middle East, Africa and India: 90 days in advance of my termination date




and that, where applicable (see the provisions in the Award Summary), the provisions of the Notice
Policy constitute a permanent change to my terms and conditions of employment. I agree to this
change in consideration of my continued employment with the Firm and my acceptance of the Award(s),
and I agree to be bound by the Notice Policy as in effect from time-to-time.



I also understand that the terms and conditions of my employment shall be permanently changed so
that, in the event that I resign from the Firm, the Firm may either:





	 	•	 	Unilaterally waive or reduce the notice period otherwise applicable to my employment, or
	 
	 	•	 	Take such other action as shall have that effect.




I acknowledge that the Firm retains its right to bring forward the end of the notice period to such
earlier date, and that I will not be entitled to any salary, wages, or benefits after such earlier
date. In addition, I understand that I will not receive pay in lieu for any period of notice that
has been waived or reduced.



This agreement concerning my notice period is being made for and on behalf of my Goldman Sachs
employing entity, and implementation of the Notice Policy does not create an employment
relationship between me and The Goldman Sachs Group, Inc.



I understand that unless the notice period is waived by agreement or unilaterally as set out above,
or I have exercised a statutory right to make a payment in lieu of my notice period, I will be paid
my base salary and will continue to receive all mandatory benefits during the notice period. I
understand that during my notice period I may (subject to any local laws to the contrary) be
required to remain away from the Firm’s offices, and/or be removed from any assigned duties or
assigned to other suitable duties during my notice period.



I understand that if I fail to give the full amount of notice as set out above, or to comply in any
respect with the Notice Policy, I will have failed to meet an obligation I have under an agreement
with the Firm, as a result of which the Firm may have certain rights and I may be subject to
certain legal and equitable rights and remedies, including, without limitation, the forfeiture of
the Award(s) and any other awards granted to me (whether before or after the Award(s)) under the
SIP. The forfeiture of such Award(s) will also apply where I fail to give the full amount of notice
by exercising any right I may have under applicable legislation to make a payment in lieu of such
notice. I also understand that, if I fail to comply with the Notice Policy, the Firm may be
entitled to an injunction from a court restraining me from violating it.



I understand that, for employees of Archon Group, L.P., the Notice Policy applies only to Senior
Executives.



3. I have read and understand the Firm’s hedging and pledging policies (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 agree to be bound by them (with respect to
the Award(s) and any prior awards under the SIP), both during and following my employment with the
Firm.



4. If a custody account is required, I request that The Bank of New York Mellon (“BNY Mellon”)
(successor in interest to Mellon Bank, N.A.) open a custody account for me as described in the
enclosed Custody Agreement among BNY Mellon (as successor in interest to Mellon Bank N.A.), The
Goldman Sachs Group, Inc., and myself. I have received and agree to be bound by the Custody
Agreement (or any other such custody agreement previously entered into by me or on my behalf),
including the applicable restrictions on transfers, pledges and withdrawals of Common Stock, the
provisions permitting the Firm to monitor my custody account, and the limitations on the liability
of BNY Mellon and the Firm. I also agree to open an account with any other custodian or broker
selected by the Firm, if the Firm, in its sole discretion, requires me to open an account with such
custodian or broker as a condition to delivery of shares (or cash or other property) underlying the
Award(s).



5. If the Firm advanced or loaned me funds to pay certain taxes (including income taxes and Social
Security, or similar contributions) in connection with the Award(s) (or does so in the future), and
if I have not signed a separate loan agreement governing repayment, I authorize the Firm to
withhold from my compensation any amounts required to reimburse it for any such advance or loan to
the extent permitted by applicable law.



I understand and agree that, if I leave the Firm, I am required immediately to repay any
outstanding amount. I further understand and agree that the Firm has the right to offset, to the
extent permitted by the Award Agreement and applicable law (including Section 409A of the U.S.
Internal Revenue Code of 1986, as amended, which limits the Firm’s ability to offset in the case of
United States taxpayers under certain circumstances), any outstanding amounts that I then owe the
Firm against its delivery obligations under the Award(s) or against any



 










 






other amounts the Firm then
owes me. I understand that the delivery of shares pursuant to the Award(s) is conditioned on my
satisfaction of any applicable taxes or social security contributions (collectively referred to as
“tax” or “taxes” for
purposes of the SIP and all related documents) in accordance with the SIP. To the extent permitted
by applicable law, the Firm, in its sole discretion, may require me to provide amounts equal to all
or a portion of any Federal, State, local, foreign or other tax obligations imposed on me or the
Firm in connection with the grant, vesting or delivery of the Award(s) by requiring me 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 me pursuant to the
Award(s). However, in no event shall any such choice or the choice specified in paragraph 6, below,
determine, or give me any discretion to affect, the timing of the delivery of shares or payment of
tax obligations. I understand and agree that the Firm may reduce any year-end cash bonus that I may
receive by an amount equal to the estimated Indian Fringe Benefit Tax applicable to any award
(whether or not vested), as determined by the Firm in its sole discretion.



6. If I am an individual with separate employment contracts (at any time during and/or after the
Firm’s          fiscal year), I acknowledge and agree that the Firm may, in its sole discretion,
require (to the extent permitted by applicable law) that I 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 my separate employment contracts by requiring me to choose between
remitting such amount (i) in cash (or through payroll deductions or otherwise) or (ii) in the form
of proceeds from the Firm’s executing a sale of shares delivered to me pursuant to the Award(s) (or
any other of my awards outstanding under the SIP).



7. In connection with any Award Agreement or other interest I may receive in the SIP or any shares
of Common Stock of The Goldman Sachs Group, Inc. that I may receive in connection with the Award(s)
or any award I have previously received or may receive, or in connection with any amendment or
variation thereof or any documents listed in paragraph 8, I hereby consent to (a) the acceptance by
me of the Award(s) electronically, (b) the giving of instructions in electronic form whether by me
or the Firm, and (c) the receipt in electronic form at my email address maintained at Goldman Sachs
or via Goldman Sachs’ intranet site (or, if I am no longer employed by the Firm, at such other
email address as I may specify, or via such other electronic means as the Firm and I may agree) all
notices and information that the Firm is required by law to send to me in connection therewith
including, without limitation, any document (or part thereof) constituting part of a prospectus
covering securities that have been registered under the U.S. Securities Act of 1933, the
information contained in any such document and any information required to be delivered to me under
Rule 428 of the U.S. Securities Act of 1933, including, for example, the annual report to security
holders or the annual report on Form 10-K of The Goldman Sachs Group, Inc. for its latest fiscal
year, and that all prior elections that I may have made relating to the delivery of any such
document in physical form are hereby revoked and superseded. I agree to check Goldman Sachs’
intranet site (or, if I am no longer employed by the Firm, such other electronic site as the Firm
and I may agree) periodically as I deem appropriate for any new notices or information concerning
the SIP. I understand that I am not required to consent to the receipt of such documents in
electronic form in order to receive the Award(s) and that I may decline to receive such documents
in electronic form by contacting Equity Compensation (division of HCM), 30 Hudson Street, 35th
Floor, Jersey City, NJ 07302, telephone (212) 357-1444, which will provide me with hard copies of
such documents upon request. I also understand that this consent is voluntary and may be revoked at
any time on three business days’ written notice.



8. I hereby acknowledge that I have received in electronic form in accordance with my consent in
paragraph 7 the following documents:





	 	•	 	The Goldman Sachs Amended and Restated Stock Incentive Plan;
	 
	 	•	 	Summary of The Goldman Sachs Amended and Restated Stock Incentive Plan;
	 
	 	•	 	Custody Agreement with BNY Mellon;
	 
	 	•	 	The          Annual Report for The Goldman Sachs Group, Inc.;
	 
	 	•	 	The annual report on Form 10-K for The Goldman Sachs Group, Inc. for the fiscal year
ended
                      ,
filed with the Securities and Exchange Commission on
                      ;
	 
	 	•	 	The Award Agreement(s); and
	 
	 	•	 	Summaries of the Award(s) (“Award Summary”).




9. I expressly authorize any appropriate representative of the Firm to make any notifications,
filings or remittances of funds that may be required in connection with the SIP or otherwise on my
behalf. Further, if I am an employee who is resident in South Africa at a relevant time, by
accepting my Award(s), I expressly authorize any appropriate representative of the Firm to make any
required notification on my behalf to the Reserve Bank of South Africa (or its authorized dealer)
in relation to my participation in the SIP and to any acquisition of shares for no consideration
under the SIP or other similar filing that may otherwise be required in South Africa. I acknowledge
that any such authorization is effective from the date of acceptance of my Award(s) until such time
as I expressly revoke the authorization by written notice to any appropriate representative of the
Firm. I understand that this authorization does not create any obligation on the Firm to deal with
any such notifications, filings or remittances of funds that I may be required to make in
connection with the SIP and I accept full responsibility in this regard.




Consent to Data Collection, Processing and Transfers:








I understand and agree that in connection with the SIP and any other Firm benefit plan (the
“Programs”), to the extent permitted under the laws of the applicable jurisdiction, the Firm may
collect and process various data that is personal to me, including my name, address, work location,
hire date, Social Security or Social Insurance or taxpayer identification number (required for tax
purposes), type and amount of SIP or other benefit plan award, citizenship or residency (required
for tax purposes) and other similar information reasonably necessary for the administration of such
Programs (collectively referred to as “Information”) and provide such Information to its affiliates
and BNY Mellon (and its affiliates) or any other service provider, whether in the United States or
elsewhere, as is reasonably necessary for the administration of the Programs and under the laws of
these jurisdictions. I understand that, in certain circumstances, foreign courts, law enforcement
agencies or regulatory agencies may be entitled to access the Information. I understand that,
unless I explicitly authorize otherwise, the Firm, its affiliates and its service providers
(through their respective employees in charge of the relevant electronic and manual processing)
will use this Information only for purposes of administering the Programs. I understand that, in
the United States and in other countries to which such Information may be transferred for the
administration of the Programs, the level of data protection is not equivalent to data protection
standards in the member states of the European Union, Canada or certain Canadian provinces. I
understand that, upon request, to Equity Compensation (division of HCM), 30 Hudson Street, 35th
Floor, Jersey City, NJ 07302, telephone (212) 357-1444, to the extent required under the laws of
the applicable jurisdiction, I may have access to and obtain communication of the Information and
may exercise any of my rights in respect of such Information, including objecting to the processing
of the Information and requesting that the Information be corrected (if wrong), completed or
clarified (if incomplete or equivocal), or erased (if cannot legally be collected or kept). Upon
request, to the extent required under the laws of the applicable jurisdiction, Equity Compensation
(division of HCM) will also provide me, free of charge, with a list of all the service providers
used in connection with the Programs at the time of request. I understand that, if I refuse to
authorize the use and transfer of the Information consistent with the above, I may not benefit from
the Programs. I authorize the use and transfer of the Information consistent with the above for the
period of administration of the Programs. In particular, I authorize (within the limits described
above): (i) the data processing by the Firm (which means The Goldman Sachs Group, Inc. and its
subsidiaries and affiliates); (ii) the data processing by BNY Mellon and its affiliates; (iii) the
data processing by the Firm’s other service providers; and (iv) the data transfer to the United
States and other countries. I further acknowledge that the Information may be retained by such
persons beyond the period of administration of the Programs to the extent permitted under the laws
of the applicable jurisdiction and I so authorize.








Other Legal Notices:




FOR AUSTRALIA EMPLOYEES ONLY



The Goldman Sachs Group, Inc. (“GS Inc.”) undertakes that it will, at any time until the
Delivery Date, within a reasonable period of you so requesting, provide you with a copy of the
rules of the SIP and/or the Australian dollar equivalent of the market price of GS Inc.’s shares.
This information may be obtained by sending a written request to Head of Securities Compliance — GS
JBWere.



Any advice given by GS Inc. in connection with the SIP is general advice only. Nothing in the
documentation is to be taken to constitute a recommendation or statement of opinion that is
intended to influence a person or persons in making a decision to accept an Award and you should
consider obtaining your own financial product and/or legal advice from an independent person. The
documentation does not take into account the objectives, financial situation or needs of any
particular person. Before acting on the information contained in the documentation, or making a
decision to participate, you should seek professional advice as to whether participation is
appropriate in light of you personal circumstances.




FOR THE PEOPLE’S REPUBLIC OF CHINA EMPLOYEES ONLY



All documentation in relation to the Award(s) is intended for your personal use and in your
capacity as an employee of the Firm (and/or its affiliate) and is being given to you solely for the
purpose of providing you with information concerning the Award(s) which the Firm may grant to you
as an employee of the Firm (and/or its affiliate) in accordance with the terms of the SIP, this
documentation and the applicable Award Agreement(s). The grant of the Award(s) has not been and
will not be registered with the China Securities Regulatory Commission of the People’s Republic of
China pursuant to relevant securities laws and regulations, and the Award(s) may not be offered or
sold within the mainland of the People’s Republic of China by means of any of the documentation in
relation



-2-









 






to the Award(s) through a public offering or in circumstances which require a registration
or approval of the China Securities Regulatory Commission of the People’s Republic of China in
accordance with the relevant securities laws and regulations.




FOR HONG KONG EMPLOYEES ONLY



WARNING:



The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You
are advised to exercise caution in relation to the offer. If you are in doubt about any of the
contents of this document, you should obtain independent professional advice.



By accepting the Award(s), you acknowledge and accept that you will not be permitted to transfer
awards to persons who fall outside the definition of ‘qualifying persons’ in the Companies
Ordinance (i.e., a person who is not a current or former director, employee, officer, consultant of
the Firm or a person other than the offeree’s wife, husband, widow, widower, child or step-child
under the age of 18 years, or as otherwise defined), even if otherwise permitted under the SIP or
any of the related documents.




FOR INDIA EMPLOYEES ONLY



This website does not invite offers from the public for subscription or purchase of the
securities of any body corporate under any law for the time being in force in India. The website is
not a prospectus under the applicable laws for the time being in force in India. Goldman Sachs does
not intend to market, promote, invite offers for subscription or purchase of the securities of any
body corporate by this website. The information provided on this website is for the record only.
Any person who subscribes or purchases securities of any body corporate should consult his own
investment advisers before making any investments. Goldman Sachs shall not be liable or responsible
for any such investment decision made by any person.




FOR INDONESIA EMPLOYEES ONLY



By accepting the Award(s), you acknowledge that the Firm has provided you with Bahasa Indonesia
translations of the Award Summary, Award Agreement and Signature Card, but that the original
English version of these documents controls.



Dengan menerima Putusan, Anda menyatakan bahwa Perusahaan telah memberikan Anda terjemahan Bahasa
Indonesia dari Ikhtisar Putusan, Perjanjian Putusan dan Perjanjian dengan Tanda Tangan, tapi versi
asli dalam Bahasa Inggris dari dokumen-dokumen ini tetap mengendalikan.



NON-COMPETITION AND NON-SOLICITATION RESTRICTIONS FOR EMPLOYEES PROVIDING SERVICES IN
AUSTRALIA, HONG KONG, INDIA, INDONESIA, JAPAN, KOREA, MALAYSIA, SINGAPORE AND TAIWAN



In addition to and without limiting any provisions in the SIP or the applicable Award
Agreement(s) (including without limitation the Award forfeiture, termination or repayment
provisions), I hereby agree to and acknowledge the following:



(a) If I am providing services to the Firm in Australia, Hong Kong, India, Indonesia, Japan, Korea,
Malaysia, Singapore or Taiwan (“GS Asia excluding PRC”), in view of my importance to the Firm, I
hereby agree that the Firm would likely suffer significant harm from me competing with the Firm for
some period of time after my employment ends. Accordingly, I hereby agree that I will not, without
the written consent of the Firm, during the Restricted Period in the Geographic Area:




          (i) form, or acquire a 5% or greater equity ownership, voting or profit participation interest
in, any Covered Competitive Enterprise; or




          (ii) associate (including, but not limited to, association as an officer, employee, partner,
director, consultant, agent or advisor) with any Covered Competitive Enterprise and in connection
with such association engage in, or directly or indirectly manage or supervise personnel engaged
in, any activity:




               A. which is similar or substantially related to any activity in which I was engaged, in whole
or in part, at the Firm,



               B. for which I had direct or indirect managerial or supervisory responsibility at the Firm, or



               C. which calls for the application of the same or similar specialized knowledge or skills as
those utilized by me in my activities with the Firm,


at any time during the one-year period immediately prior to the end of the Employment Period, and,
in any such case, irrespective of the purpose of the activity or whether the activity is or was in
furtherance of advisory, agency, proprietary or fiduciary business of either the Firm or the
Covered Competitive Enterprise.



(By way of example only, this provision precludes an “advisory” investment banker from joining a
leveraged-buyout firm, a research analyst from becoming a proprietary trader or joining a hedge
fund, or an information systems professional from joining a management or other consulting firm and
providing information technology consulting services or advice to any Covered Competitive
Enterprise, in each case without the written consent of the Firm.)



(b) I hereby agree that during the Restricted Period, I will not, in any manner, directly or
indirectly, (1) Solicit a Covered Client to transact business with a Covered Competitive Enterprise
or to reduce or refrain from doing any business with the Firm, or (2) interfere with or damage (or
attempt to interfere with or damage) any relationship between the Firm and a Covered Client.



(c) I hereby agree that during the Restricted Period, I will not, in any manner, directly or
indirectly:




          (i) Solicit any Covered Personnel to resign from the Firm or to apply for or accept
employment, consultancy, partnership, membership or similar status with a Covered Competitive
Enterprise;




          (ii) hire or participate in the hiring of any Covered Personnel (whether as an employee,
consultant, or otherwise) by a Covered Competitive Enterprise;




          (iii) participate in the decision to offer Covered Personnel employment, consultancy,
admission into partnership, membership or similar status with a Covered Competitive Enterprise; or




          (iv) participate in the identification of Covered Personnel for potential hiring, consultancy
or admission into partnership, membership or similar status with a Covered Competitive Enterprise.




          I acknowledge that I will have violated this provision if, during the Restricted Period, any
Covered Personnel are Solicited, hired, made a consultant or are accepted into partnership,
membership or similar status:




          (i) by any Covered Competitive Enterprise which I form, which bears my name, or in which I am
an owner, a partner, a member or have similar status; or




          (ii) by any Covered Competitive Enterprise, and I have, or are intended to have, managerial
or supervisory responsibility for such Covered Personnel.



(d) I acknowledge and agree that these Restrictions form part of my terms and conditions of
employment. I also acknowledge and agree that these Restrictions supersede any restrictions that I
may be subject to under the non-competition and non-solicitation restrictions for employees
providing services in Hong Kong, Singapore, India, Taiwan, Indonesia, Korea and Japan as set out in
(a) to (n) of the Signature Card For          Year-End Awards (Asia) and the BNY Mellon Custody Account
and Consent to Receive Electronic Delivery.



(e) Prior to accepting employment with any other person or entity during the Restricted Period, I
will provide any prospective employer with written notice of these Restrictions with a copy
containing the prospective employer’s name and contact information delivered simultaneously to the
Firm.



(f) I understand that the Restrictions may limit my ability to earn a livelihood in a business
similar to the business of the Firm. I acknowledge that a violation on my part of any of the
Restrictions would cause immeasurable and irreparable damage to the Firm. Accordingly, I agree
that the Firm will be entitled to injunctive relief in any court of competent jurisdiction for any
actual or threatened violation of any of Restrictions in addition to any other remedies it may
have. I also acknowledge that a violation of any of the Restrictions would constitute my failure
to meet an obligation I have under an agreement between me and the Firm that was entered into in
connection with my employment with the Firm, and may constitute “Cause” for purposes of any
equity-based awards granted to me by the Firm and will result in my forfeiting such equity-based
awards.



(g) If any provision (or part of a provision) of the Restrictions is held by a court of competent
jurisdiction to be invalid, illegal or unenforceable (whether in whole or in part), such provision
will be deemed modified or severed to the extent, but only to the extent, of such invalidity,
illegality or unenforceability and the remaining such provisions will not be affected thereby;
provided, however, that if any of the Restrictions are held by a court of competent jurisdiction to
be invalid, illegal or unenforceable because it exceeds the maximum time period such court
determines is acceptable to permit such provision to be enforceable, such Restrictions will be
deemed to be modified to the minimum extent necessary to modify such time period in order to make
such provision enforceable hereunder.



(h) The promises contained in the Restrictions are provided by me for the benefit of each Firm
entity and I acknowledge and agree that each Firm entity may independently enforce the Restrictions
against me. Any benefit that I give or am deemed to have given by virtue of the Restrictions is
received jointly and severally by each Firm entity (including, for the avoidance of doubt, any Firm
entity to which I provide services from time to time).



(i) For the purposes of the Restrictions, The Goldman Sachs Group, Inc. enters into the SIP and
Award Agreements applicable to me in connection with



-3-









 






the Awards in its own capacity and as agent
for each other Firm entity. The consideration for the promises in these Restrictions is given to
me by The Goldman Sachs Group, Inc. on its own behalf and on behalf of each other Firm entity
(including, for the avoidance of doubt, any Firm entity to which I provide services from time to
time).



(j) I acknowledge that the Restrictions set out in this clause are reasonable and necessary for the
protection of the legitimate interests of the
Firm, and that, having regard to those interests, such restrictions do not impose an unreasonable
burden on me.



(k) The Restrictions shall remain in full force and effect and survive the termination of my
employment for any reason whatsoever.



(l) If I am a Managing Director subject to a Managing Director Agreement, the Restrictions shall
not apply to me.



(m) If I am a Private Wealth Management employee subject to an Employee Agreement Regarding
Confidential and Proprietary Information and Materials and Non-Solicitation, I will not be subject
to the restrictions contained in clauses (b) and (c) of the Restrictions.



(n) For the purposes of these Restrictions only, the following terms have the following meanings:




          “Asia” means Australia, the PRC, Hong Kong SAR, Taiwan, Japan, Korea, India, Singapore,
Indonesia, Malaysia, Thailand, Philippines, Brunei and Vietnam.




          “Covered Client” means any client or prospective client of the Firm (i) to whom I provided
services in the 12 months prior to the end of the Employment Period, or (ii) for whom I transacted
business in the 12 months prior to the end of the Employment Period, or (iii) whose identity became
known to me in connection with my relationship with or employment by the Firm in the 12 months
prior to the end of the Employment Period and with respect to whom I had access to confidential
information.




          “Covered Competitive Enterprise” means a business enterprise that (i) engages in any activity,
or (ii) owns or controls a significant interest in any entity that engages in any activity that, in
either case, competes anywhere with any activity in which the Firm is engaged. The activities
covered by the previous sentence include, without limitation, financial services such as investment
banking, public or private finance, lending, financial advisory services, private investing (for
anyone other than me and members of my 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.




          “Employment Period” means the period from the commencement of my employment with, or transfer,
assignment or secondment to, any member of the Firm in GS Asia excluding PRC and ending with the
date of termination of my employment with, or transfer, assignment or secondment to, any such
member of the Firm in GS Asia excluding PRC. For the purposes of the definition of ‘Employment
Period’ in these Restrictions, the Employment Period does not terminate when I commence employment
with, or am transferred, assigned or seconded to, another member of the Firm in GS Asia excluding
PRC.




          “Covered Extended Absence” means my absence from active employment for at least 180 days in
any 12-month period as a result of my incapacity due to mental or physical illness, as determined
by the Firm.




          “Firm” means The Goldman Sachs Group, Inc., its subsidiaries and affiliates and its and their
respective successors.




          “Geographic Area” means (i) the jurisdiction in Asia in which I am located as of the date of
execution of this signature card; and/or (ii) any other jurisdiction in Asia in relation to which I
have substantial product and/or geographical market responsibilities; and/or (iii) any other
jurisdiction in Asia in relation to which I have substantial employee managerial responsibilities
in the 12 months prior to the end of the Employment Period; and/or (iv) any other jurisdiction in
Asia in relation to which I provide services in the 12 months prior to the end of the Employment
Period.




          “Notice Date” means the date on which either I or the Firm gives notice of (i) the conclusion
of my transfer, assignment or secondment to any member of the Firm in GS Asia excluding PRC, or
(ii) the termination of my employment with any member of the Firm in GS Asia excluding PRC or, if
the termination is for cause or Covered Extended Absence, the date on which such termination
occurs; or (iii) if I repudiate my employment contract, any earlier date as determined by the Firm
in its sole discretion. For the purposes of the definition of ‘Notice Date’ in these
Restrictions, the Notice Date does not commence where I am transferring to another Firm entity in
GS Asia excluding PRC.




          “PRC” means, for the purpose of the Restrictions, the People’s Republic of China, excluding
Hong Kong SAR, Macau SAR and Taiwan.




          “Restricted Period” means (i) during the Employment Period; and (ii) for the period of notice
in my employment contract or the period stated in this signature card commencing from the Notice
Date (whichever is longer), irrespective of whether the termination is for cause or Covered
Extended Absence or whether I receive a payment in lieu of all or part of that notice period or
whether I make a payment in lieu of all or part of that notice period pursuant to a statutory
entitlement or with the Firm’s agreement.




          “Restrictions” means the non-competition and non-solicitation restrictions for employees
providing services in Australia, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, Singapore and
Taiwan as set out in (a) to (o) of this section of this signature card.




          “Covered Personnel” means any Firm employee, consultant or Managing Director with whom I had
material contact or dealings in the 12 months prior to the end of the Employment Period or in
relation to whom I had access to confidential information.




          “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.




          (o) These Restrictions shall be governed by and construed in accordance with the laws of the
jurisdiction in which I am located and providing services to the Firm at the date of execution of
this signature card.




	 	 	 	 	 	 	 	 	 
	Signature

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	Employee ID #:	 	 
	 

	 	 
	 	 	 	 	 	 






-4-