exv10w32






Exhibit 10.32




THE GOLDMAN SACHS AMENDED AND RESTATED

STOCK INCENTIVE PLAN

         YEAR-END FRENCH ALTERNATIVE RSU AWARD




          This Award Agreement sets forth the terms and conditions of the          Year-End award (this
“Award”) of French Alternative RSUs (“Year-End French Alternative RSUs”) 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. In light of the U.S. tax rules relating to deferred
compensation in Section 409A of the Code, to the extent that you are a United States taxpayer,
certain provisions of this Award Agreement and of the Plan shall apply only as provided in
Paragraph 15.



          2. Award.



               (a) The number of Year-End French Alternative RSUs subject to this Award is set forth in the
Award Statement delivered to you. An RSU is an unfunded and unsecured promise to deliver (or cause
to be delivered) to you, subject to the terms and conditions of this Award Agreement, a share of
Common Stock (a “Share”) on the Delivery Date or as otherwise provided herein. Until such
delivery, you have only the rights of a general unsecured creditor, and no rights as a shareholder
of GS Inc. In addition, as set forth in your Award Statement, all Shares delivered pursuant to
your Year-End French Alternative RSUs will be subject to transfer restrictions following the
Delivery Date as described in Paragraph 3(b)(iv) below. 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.



               (b) This Award is made available to you solely because you are an employee of the Firm on the
Date of Grant who does not own shares representing 10% or more of the issued share capital of GS
Inc.



          3. Vesting and Delivery and Transfer Restrictions.



               (a) Vesting. Except as provided in this Paragraph 3 and in Paragraphs 2, 4, 6, 7, 9,
10 and 15, on each Vesting Date you shall become Vested in the number or percentage of Year-End
French Alternative RSUs specified next to such Vesting Date on the Award Statement (which may be
rounded to avoid fractional Shares). While continued active Employment is not required in order to
receive delivery of the Shares underlying your Outstanding Year-End French Alternative RSUs that
are or become Vested, all other terms and conditions of this Award Agreement shall continue to
apply to such Vested Year-End French Alternative RSUs,



 









 




and failure to meet such terms and conditions may result in the termination of this Award (as a
result of which no Shares underlying such Vested Year-End French Alternative RSUs would be
delivered).




               (b) Delivery and Transfer Restrictions.



                    (i) The Delivery Date with respect to the number or percentage of your Year-End French
Alternative RSUs shall be the date specified next to such number or percentage of Year-End French
Alternative RSUs on your Award Statement. In accordance with Treasury Regulations section (“Reg.”)
1.409A-3(d), the Firm may accelerate delivery to a date that is up to 30 days before the Delivery
Date specified on the Award Statement; provided, however, that in no event shall you be permitted
to designate, directly or indirectly, the taxable year of the delivery. Notwithstanding any other
provision to the contrary in this Award Agreement or your Award Statement, a delivery of Shares in
respect of Year-End French Alternative RSUs shall not occur prior to the expiration of a minimum
period of two years following the Date of Grant, except as provided in Paragraph 3(c) hereof.



                    (ii) Except as provided in this Paragraph 3 and in Paragraphs 2, 4, 5, 6, 7, 9, 10, 15
and 16, in accordance with Section 3.23 of the Plan, reasonably promptly (but in no case more than
thirty (30) Business Days) after each date specified as a Delivery Date (or any other date delivery
of Shares is called for hereunder), Shares underlying the number or percentage of your then
Outstanding Year-End French Alternative RSUs with respect to which such Delivery Date (or other
date) has occurred (which number of Shares may be rounded to avoid fractional Shares) shall be
delivered by book entry credit to your Custody Account or to a brokerage account, as approved or
required by the Firm and shall be subject to the Transfer Restrictions described in Paragraph
3(b)(iv) hereof until the applicable “Transferability Date” (defined below) identified on your
Award Statement. Notwithstanding the foregoing, if you are or become considered by GS Inc. to be
one of its “covered employees” within the meaning of Section 162(m) of the Code, then you shall be
subject to Section 3.21.3 of the Plan, as a result of which delivery of your Shares may be delayed.



                    (iii) Notwithstanding Section 1.3.2(i) of the Plan, you shall receive, on each Delivery
Date, Shares only to the exclusion of cash, other securities, other Awards or other property.



                    (iv) The “Transferability Date” with respect to the number or percentage of your Year-End
French Alternative RSUs shall be the date specified next to such number or percentage of Year-End
French Alternative RSUs on your Award Statement (which date, notwithstanding any other provision to
the contrary in this Award Agreement, shall not occur prior to the expiration of a minimum period
of two years following the delivery of
the corresponding Shares). Except as provided in Paragraphs 3(c), 7, and 9(h): (A) on each
Delivery Date (or any other date delivery of Shares is called for hereunder), and until the
applicable Transferability Date, all of the delivered Shares underlying the number or percentage of
Year-End French Alternative RSUs specified next to such Delivery Date on your Award Statement
(which may be rounded to avoid fractional Shares) will be subject to the “Transfer Restrictions”
(as hereinafter defined) (such Shares, “Shares at Risk”) and 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 (collectively referred to as the “Transfer Restrictions”) and any purported
sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other
disposition in violation of the Transfer Restrictions shall be void; and (B) until the applicable
Transferability Date, if and to the extent your Shares at Risk are certificated, the Certificates
representing the Shares at Risk are subject to the restrictions in this Paragraph 3(b)(iv), and GS
Inc. shall advise its transfer agent to place a stop order against your Shares at Risk. 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. Provided that in each case the release of
Transfer Restrictions will not occur prior to the expiration of a minimum of two years following
the delivery of



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corresponding Shares: (A) Shares underlying 50% of your Year-End French
Alternative RSUs with a Delivery Date in January           and that are Vested on the Date of Grant will
have a Transferability Date in January           (B) Shares underlying 50% of your Year-End French
Alternative RSUs with a Delivery Date in January           and that are scheduled to Vest on December
31,          will have
a Transferability Date in January 
        ; (C) Shares underlying the remaining 50%
of your Year-End French Alternative RSUs with a Delivery Date in
January           (i.e., Year-End
French Alternative RSUs that are Vested on the Date of Grant and Year-End French Alternative RSUs
that are scheduled to Vest on December 31,
        ) will have a Transferability Date in January          
and (D) 100% of your Year-End French Alternative RSUs with a
Delivery Date in January           will
have a Transferability Date in January          .



                    (v) In the discretion of the Committee, delivery of Shares (including Shares at Risk) may be
made initially into an escrow account meeting such terms and conditions as are determined by the
Firm and may be held in that escrow account until such time as the Committee has received such
documentation as it may have requested or until the Committee has determined that any other
conditions or restrictions on delivery of Shares required by this Award Agreement have been
satisfied. By accepting your Year-End French Alternative RSUs, you have agreed on behalf of
yourself (and your estate or other permitted beneficiary) that the Firm may establish and maintain
an escrow account on such terms and conditions (which may include, without limitation, your
executing any documents related to, and your paying for any costs associated with, such escrow
account) as the Firm may deem necessary or appropriate.



               (c) Death. Notwithstanding any other Paragraph of this Award Agreement (except
Paragraph 15), if you die prior to the Delivery Date and/or the Transferability Date, the Shares
underlying your then Outstanding Year-End French Alternative RSUs shall be delivered to the
representative of your estate and any Transfer Restrictions shall cease to apply 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 Committee may adopt procedures pursuant to which you
may be permitted to specifically bequeath some or all of your Outstanding Year-End French
Alternative RSUs 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).



          4. Termination of Year-End French Alternative RSUs and Non-Delivery of Shares; Termination
and Retrocession of Shares at Risk.



               (a) Unless the Committee determines otherwise, and except as provided in Paragraphs 3(c), 6,
7, and 9(h), if your Employment terminates for any reason or you otherwise are no longer actively
employed with the Firm, your rights in respect of your Year-End French Alternative RSUs that were
Outstanding but that had not yet become Vested prior to your termination of Employment immediately
shall terminate, such Year-End French Alternative RSUs shall cease to be Outstanding and no Shares
shall be delivered in respect thereof. Unless the Committee determines otherwise, and except as
provided in Paragraphs 3(c), 7, and 9(h), if your Employment terminates for any reason or you
otherwise are no longer actively employed with the Firm, any Transfer Restrictions shall continue
to apply until the applicable Transferability Date as provided in Paragraph 3(b)(iv).



               (b) Without limiting the application of Paragraphs 4(c), 4(d) and 4(f), and subject to
Paragraphs 6(b) and 6(c), your rights in respect of the Year-End French Alternative RSUs that are
Vested on the Date of Grant shall terminate, such Outstanding Year-End French Alternative RSUs
shall cease to be Outstanding, and no Shares shall be delivered in respect thereof if, prior to the
earlier of (i) December 31,          or (ii) the date on which your Employment is terminated without
Cause or for Good Reason within 18 months following a Change in Control as described in Paragraph 7
hereof, you engage in “Competition.” 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.



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               (c) Unless the Committee determines otherwise, and except as provided in Paragraphs 6 and 7,
your rights in respect of all of your Outstanding Year-End French Alternative RSUs (whether or not
Vested) immediately shall terminate, such Year-End French Alternative RSUs shall cease to be
Outstanding and no Shares shall be delivered in respect thereof 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) any event that constitutes Cause has occurred;



                    (iii) (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, 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;



                    (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. By accepting the
delivery of Shares under this Award Agreement, you shall be deemed to have represented and
certified at such time that you have complied with all the terms and conditions of the Plan and
this Award Agreement;



                    (v) 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, 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;



                    (vi) as a result of any action brought by you, it is determined that any of the terms or
conditions for delivery of Shares in respect of this Award Agreement are invalid; or



                    (vii) 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 Year-End French Alternative RSUs.


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.







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Notwithstanding the foregoing, your Outstanding Year-End French Alternative RSUs that are Vested on
the Date of Grant will not be subject to Paragraph 4(c)(iii) on
or after December 31,      .




               (d) Unless the Committee determines otherwise, and except as provided in Paragraph 7, your
rights in respect of all of your Shares at Risk immediately shall terminate and such Shares at Risk
shall be retroceded for no consideration if:



                    (i) any event constituting 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, 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; 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
Shares at Risk.



               (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(c)(v) and 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 Paragraphs 4(c)(ii)) and 4(d)(i).



               (f) Unless the Committee determines otherwise, without limiting any other provision in
Paragraph 4(c) or Paragraph 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 Year-End French
Alternative RSUs awarded as part of this Award (whether or not Vested) immediately shall terminate,
such Year-End French Alternative RSUs shall cease to be Outstanding and no Shares shall be
delivered in respect thereof (and any Shares, Dividend Equivalents, dividends on Shares at Risk or
other amounts paid or delivered to you in respect of this Award shall be subject to repayment in
accordance with Paragraph 5) and any Shares at Risk shall be terminated and retroceded for no
consideration.



          5. Repayment. The provisions of Section 2.6.3 of the Plan (which requires Award
recipients to repay to the Firm amounts delivered to them if the Committee determines that all
terms and conditions of this Award Agreement in respect of such delivery were not satisfied) shall
apply to this Award.



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          6. Extended Absence, Retirement, Downsizing and Approved Termination for Program Analysts.




               (a) Notwithstanding any other provision of this Award Agreement, but subject to Paragraph
6(b), in the event of the termination of your Employment (determined as described in Section 1.2.19
of the Plan) by reason of Extended Absence or Retirement (as defined below), the condition set
forth in Paragraph 4(a) shall be waived with respect to any Year-End French Alternative RSUs that
were Outstanding but that had not yet become Vested immediately prior to such termination of
Employment (as a result of which such Year-End French Alternative RSUs shall become Vested), but
all other terms and conditions of this Award Agreement shall continue to apply (including any
applicable Transfer Restrictions). Notwithstanding anything to the contrary in the Plan or
otherwise, “Retirement” means termination of your Employment (other than for Cause) on or after the
Date of Grant at a time when (i) (A) the sum of your age plus years of service with the Firm (as
determined by the Committee in its sole discretion) equals or exceeds 60 and (B) you have completed
at least ten (10) years of service with the Firm (as determined by the Committee in its sole
discretion) or, if earlier, (ii) (A) you have attained age 50 and (B) you have completed at least 5
(five) years of service with the Firm (as determined by the Committee in its sole discretion). Any
termination of Employment by reason of Extended Absence or Retirement shall not affect any
applicable Transfer Restrictions, and any Transfer Restrictions shall continue to apply until the
Transferability Date as provided in Paragraph 3(b)(iv).



               (b) Without limiting the application of Paragraphs 4(c), 4(d) and 4(f), your rights in respect
of your Outstanding Year-End French Alternative RSUs that become Vested in accordance with
Paragraph 6(a) immediately shall terminate, such Outstanding Year-End French Alternative RSUs shall
cease to be Outstanding, and no Shares shall be delivered in respect thereof if, prior to the
original Vesting Date with respect to such Year-End French Alternative RSUs, you engage in
Competition. Notwithstanding the foregoing, unless otherwise determined by the Committee in its
discretion, neither this Paragraph 6(b) nor Paragraph 4(b) will apply to your Outstanding Year-End
RSUs if your termination of Employment by reason of Extended Absence or Retirement is characterized
by the Firm as “involuntary” or by “mutual agreement” other than for Cause and if you execute 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.”



               (c) Notwithstanding any other provision of this Award Agreement and subject to your executing
such general waiver and release of claims and an agreement to pay any associated tax liability,
both as may be prescribed by the Firm or its designee, if your Employment is terminated without
Cause solely by reason of a “downsizing,” the condition set forth in Paragraph 4(a) shall be waived
with respect to your Year-End French Alternative RSUs that were Outstanding but that had not yet
become Vested immediately prior to such termination of Employment (as a result of which such
Year-End French Alternative RSUs shall become Vested) and Paragraph 4(b) shall not apply to your
Outstanding Year-End RSUs that are Vested on the Date of Grant, but all other conditions of this
Award Agreement shall continue to apply (including, without limitation, Paragraphs 3(b)(i) and
3(b)(iv)). Whether or not your Employment is terminated solely by reason of a “downsizing” shall
be determined by the Firm in its sole discretion. No termination of Employment initiated by you,
including any termination claimed to be a “constructive termination” or the like or a termination
for good reason, will be solely by reason of a “downsizing.” Your termination of Employment by
reason of “downsizing” shall not affect any applicable Transfer Restrictions, and any Transfer
Restrictions shall continue to apply until the applicable Transferability Date as provided in
Paragraph 3(b)(iv).



               (d) Notwithstanding any other provision of this Award Agreement, if you are classified by the
Firm as a “program analyst,” and your Employment is terminated without Cause solely by



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reason of an “approved termination” with respect to your participation in the program prior to any
Vesting Date specified on your Award Statement, the condition set forth in Paragraph 4(a) shall be
waived with respect to any Year-End French Alternative RSUs that were Outstanding but had not yet
become Vested immediately prior to such termination of Employment (as a result of which such
Year-End French Alternative RSUs shall become Vested) and Paragraph 4(b) shall not apply to your
Outstanding Year-End RSUs that are Vested on the Date of Grant, but all other conditions of this
Award Agreement shall continue to apply (including, without limitation, Paragraphs 3(b)(i) and
3(b)(iv)). Unless otherwise determined by the Committee, for purposes of this Paragraph 6(d), an
“approved termination” shall mean a termination of Employment from the analyst program where you:
(i) successfully complete the analyst program (as determined by the Firm in its sole discretion),
which shall include, but not be limited to, remaining Employed by the Firm through the analyst
program completion date specified by the Firm and (ii) terminate Employment with the Firm
immediately after you complete the analyst program, without any “stay-on” or other agreement or
understanding to continue Employment with the Firm. If you agree to stay with the Firm as an
employee after your analyst program ends and then later terminate Employment, you will not have an
“approved termination.” An “approved termination” shall not affect any applicable Transfer
Restrictions, and any Transfer Restrictions shall continue to apply until the applicable
Transferability Date as provided in Paragraph 3(b)(iv).



          7. Change in Control. Notwithstanding anything to the contrary in this Award
Agreement (except Paragraphs 3(b)(i), 3(b)(iv) and 15), 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 Shares underlying your then Outstanding Year-End
French Alternative RSUs, whether or not Vested, shall be delivered (but not earlier than the second
anniversary of the Date of Grant) and any Transfer Restrictions shall cease to apply (but not
earlier than the second anniversary of the applicable Delivery Date).



          8. Dividend Equivalent Rights; Dividends. Each Year-End French Alternative RSU shall
include a Dividend Equivalent Right. Accordingly, with respect to each of your Outstanding
Year-End French Alternative RSUs, at or after the time of distribution of any regular cash dividend
paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of
Grant, you shall be entitled to receive an amount (less applicable withholding) equal to such
regular dividend payment as would have been made in respect of the Share underlying such
Outstanding Year-End French Alternative RSU. Payment in respect of a Dividend Equivalent Right
shall be made only with respect to Year-End French Alternative RSUs that are Outstanding on the
relevant record date. Each Dividend Equivalent Right shall be subject to the provisions of Section
2.8.2 of the Plan. You shall be entitled to receive on a current basis any regular cash dividend
paid by GS, Inc. in respect of your Shares at Risk, or, if the Shares at Risk are held in escrow,
the Firm will direct the transfer/paying agent to distribute the dividends to you in respect of
your Shares at Risk.



          9. Certain Additional Terms, Conditions and Agreements.



               (a) The delivery of Shares is 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) or (ii) in the form of proceeds from
the Firm’s executing a sale of Shares delivered to you pursuant to this Award (provided such sale
shall not occur prior to the expiration of a minimum period of two years following the delivery of
the corresponding Shares). 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



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otherwise) or (ii) in the form of proceeds from the Firm’s executing a sale of Shares delivered to
you pursuant to this Award (provided such sale shall not occur prior to the expiration of a minimum
period of two years following the delivery of the corresponding Shares) (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 Year-End French
Alternative RSUs 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 your Year-End French Alternative RSUs 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 your Year-End
French Alternative RSUs 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 your Year-End French Alternative RSU 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) You undertake to comply with (and take all steps requested by the Firm to assure that it
complied with) the reporting requirements to be established by French law and regulations in order
to benefit from the tax and social security regime set forth under article 83 of the Finance Act
for 2005 (law # 2004-1484) dated December 30th, 2004, article 41 of the law # 2005-842
dated July 26th, 2005 and articles 34, 39, 40 and 41 of the law # 2006-1770 dated
December 30, 2006.



               (h) 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 Year-End French Alternative
RSUs and/or Shares at Risk would result in an actual or perceived conflict of interest (“Conflicted
Employment”); or



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                    (ii) following your termination of Employment other than described in Paragraph 9(h)(i), you
notify the Firm that you have accepted or intend to accept Conflicted Employment at a time when you
continue to hold Outstanding Year-End French Alternative RSUs and/or Shares at Risk;


then, in the case of Paragraph 9(h)(i) above only, the condition set forth in Paragraph 4(a) shall
be waived with respect to any Year-End French Alternative RSUs you then hold that had not yet
become Vested (as a result of which such Year-End French Alternative RSUs shall become Vested) and,
in the case of Paragraphs 9(h)(i) and 9(h)(ii) above, any Transfer Restrictions shall cease to
apply, and, at the sole discretion of the Firm, you shall receive either a lump sum cash payment in
respect of, or delivery of Shares underlying, your then Outstanding Vested Year-End French
Alternative RSUs, in each case as soon as practicable after the Committee has received satisfactory
documentation relating to your Conflicted Employment.




               (i) 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.



               (j) You understand and agree that, in the event of your termination of Employment while you
continue to hold outstanding Vested Year-End French Alternative RSUs and/or Shares at Risk, 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 Year-End French Alternative RSUs and Shares at Risk, as
applicable, in accordance with Paragraphs 4(c)(iv) and 4(d)(iii).



          10. Right of Offset. Except as provided in Paragraph 15(h), the obligation to deliver
Shares or to remove the Transfer Restrictions under this Award Agreement is subject to Section 3.4
of the Plan, which provides for the Firm’s right to offset against such obligation any outstanding
amounts you owe to the Firm and any amounts the Committee deems appropriate pursuant to any tax
equalization policy or agreement.



          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 or as
otherwise may be provided by the Committee, the limitations on transferability set forth in Section
3.5 of the



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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.




          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. Compliance of Award Agreement and Plan With Section 409A. The provisions of this
Paragraph 15 apply to you only if you are a United States taxpayer.



               (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code,
including any amendments or successor provisions to that Section and any regulations and other
administrative guidance thereunder, in each case as they, from time to time, may be amended or
interpreted through further administrative guidance. This Award Agreement and the Plan provisions
that apply to this Award are intended and shall be construed to comply with Section 409A (including
the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of
compensation” or “deferred compensation” as those terms are defined in the regulations under
Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or
other exceptions or provisions). The Committee shall have full authority to give effect to this
intent. To the extent necessary to give effect to this intent, in the case of any conflict or
potential inconsistency between the provisions of the Plan (including, without limitation, Sections
1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall
govern, and in the case of any conflict or potential inconsistency between this Paragraph 15 and
the other provisions of this Award Agreement, this Paragraph 15 shall govern.



                (b) Delivery of Shares shall not be delayed beyond the date on which all applicable
conditions or restrictions on delivery of Shares in respect of your Year-End French Alternative
RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 3(b)
and (c), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated
tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are
satisfied, and shall occur by March 15 of the calendar year in which the Delivery Date occurs
unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects,
pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section
409A, to delay delivery of Shares to a later date within the same calendar year or to such later
date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7)
(in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d).



               (c) Notwithstanding the provisions of Paragraph 3(b)(iii) and Section 1.3.2(i) of the Plan, to
the extent necessary to comply with Section 409A, any securities, other Awards or other property
that the Firm may deliver in respect of your Year-End French Alternative RSUs shall not have the
effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture,
beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture
would lapse, with respect to the Shares that would otherwise have been deliverable (unless the
Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise
as may be permitted under Section 409A, including, without limitation and to the extent applicable,
the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)).



               (d) Notwithstanding the timing provisions of Paragraph 3(c), the delivery of Shares referred
to therein shall be made after the date of death and during the calendar year that includes the
date of death (or on such later date as may be permitted under Section 409A).



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               (e) The timing of delivery of Shares referred to in Paragraph 7 shall occur on the earlier of
(i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of
Employment occurs (but not earlier than the second anniversary of the Date of Grant); provided,
however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section
409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the
extent required to avoid the imposition of additional tax under Section 409A) the date that is six
months after your termination of Employment (or, if the latter date is not during a Window Period,
the first trading day of the next Window Period) (but not earlier than the second anniversary of
the Date of Grant). For purposes of Paragraph 7, references in this Award Agreement to termination
of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also
separation from service (as defined by the Firm in accordance with Section 409A).



               (f) Notwithstanding any provision of Paragraph 8 or Section 2.8.2 of the Plan to the contrary,
the Dividend Equivalent Rights with respect to each of your Outstanding Year-End French Alternative
RSUs shall be paid to you within the calendar year that includes the date of distribution of any
corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for
which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable
withholding) equal to such regular dividend payment as would have been made in respect of the
Shares underlying such Outstanding Year-End French Alternative RSUs.



               (g) The timing of delivery or payment referred to in Paragraph 9(h) shall be the earlier of
(i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee
receives satisfactory documentation relating to your Conflicted Employment, provided that such
delivery or payment shall be made only at such time as, and if and to the extent that it, as
reasonably determined by the Firm, would not result in the imposition of any additional tax to you
under Section 409A.



               (h) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred
compensation.



               (i) Delivery of Shares in respect of any Award may be made, if and to the extent elected by
the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in
the case of any Award that constitutes 409A deferred compensation, only to the extent that the
later delivery is permitted under Section 409A).



               16. Compliance of Award Agreement and Plan with Section 457A. To the extent the
Committee or the Plan’s committee that has been delegated certain authority by the Committee (the
“SIP Committee”) determines that (i) Section 457A of the Code or any guidance promulgated
thereunder (“Section 457A”) requires that, in order to qualify for the short-term deferral
exception from treatment as “deferred compensation” under Section 457A(d)(3)(B) of the Code, the
documents governing an Award must specify that such Award will be delivered within the period set
forth in Section 457(A)(d)(3)(B) of the Code and (ii) all or any portion of this Award is or
becomes subject to Section 457A, this Award Agreement will be deemed to be amended as of the Date
of Grant (as the Committee or the SIP Committee determines necessary or appropriate after
consultation with counsel) to provide that delivery of Year-End RSUs will occur no later than 12
months after the end of the taxable year in which the right to delivery is first no longer subject
to a substantial risk of forfeiture (as defined under Section 457A); provided, however, that no
action or modification will be permitted to the extent that such action or modification would cause
such Award to fail to satisfy the conditions of an applicable exception from the requirements of
Section 409A or otherwise would result in an additional tax imposed under Section 409A in respect
of such Award.



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



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



	 	 	 	 	 	 	 
	 	 	THE GOLDMAN SACHS GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	  
	 	 
	 
	 	Name:	 	 	 	 
	 
	 	Title:	 	 	 	 







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