Signature Card China



 Exhibit 10.46 
 The Goldman Sachs Group, Inc. 
 SIGNATURE CARD
FOR              YEAR-END AWARDS (CHINA) 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, 34TH 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              Year-End 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 (the “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. 
 I understand and acknowledge that I am agreeing to arbitrate all claims, in accordance with the arbitration procedure
set forth in the Award Agreement(s). The Award Agreement(s) does not include an agreement to arbitrate claims on a collective or class basis. It is explicitly agreed that, to the fullest extent permitted by applicable law, no arbitrator shall have
the authority to consider class or collective claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the individual claimant involved. 

I irrevocably grant full power and authority to The Goldman Sachs Group, Inc. (“GS Inc.”) to register in its name, or that of any designee, any
and all Restricted Shares (as defined in the applicable Award Agreement), Shares at Risk (as defined in the applicable Award Agreement) or other shares of GS Inc. common stock that have been or may be delivered to me subject to transfer restrictions
or forfeiture provisions, and I irrevocably authorize GS Inc., or its designee, to sell, assign or transfer such shares to GS Inc. or such other persons as it may determine in the event of a forfeiture of such shares pursuant to any agreement with
GS Inc. 
 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(s) 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” policy (the “Notice Policy”) available through the HR Workways® link on
GSWeb or as otherwise provided to me, pursuant to which I am required to provide certain specified advance notice of my intent to



 
leave employment with the Firm. By executing this form, I am agreeing to be bound by the Notice Policy as in effect from time to time and, where applicable, am agreeing to a permanent change in
the terms and conditions of my employment. I agree to this change in consideration of my continued employment with the Firm and the Firm’s offer of the Award(s). I understand that the Notice Policy requires me, among other things, to provide my
employing entity with advance written notice of my intention to leave employment with the Firm as follows: 
  

	 	•	 	 In the Americas: 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 



 

	 	•	 	 In Japan and Asia Ex-Japan (including Australia and New Zealand and excluding India): 90 days in advance of my termination date if I am a Vice
President or an Executive Director; 60 days in advance of my termination date in all other cases. 


 If, under local law or my
contract of employment (for example, a Managing Director Agreement), I have a notice requirement that is longer than those specified above, I understand that the longer notice period will apply. I also understand that if my employment is subject to
a probation period, the Notice Policy applies only if notice of termination is given after the probation period has ended. 
 I understand that
if I fail 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 legal and equitable rights and remedies, including, without
limitation, forfeiture of the Award(s) and any other awards granted to me under the SIP. The Firm may forfeit such Award(s) for violation of the Notice Policy irrespective of whether this agreement constitutes a legally recognized permanent change
to my terms and conditions of employment, and irrespective of whether applicable law permits me to make a payment in lieu of notice. In addition, the Firm may seek an order or injunction from a court or arbitration panel to stop a breach and may
also seek other permissible remedies. The Firm may hold me personally liable for any damages it suffers as a result of the breach. 
 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 GS Inc. 

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.), GS 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 shares of the common stock of GS Inc. (“Shares”), 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), (ii) in the form
of proceeds from the Firm’s executing a sale of Shares delivered to me pursuant to the Award(s) or (iii) as otherwise permitted in the Award Agreement(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. 
 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 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 GS 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, 34th 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 December 31,
        ; 


  

	 	•	 	 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. 

10. The granting of the Award(s), the delivery of the underlying Shares (or cash or other property) and any subsequent dividends or dividend equivalent
payments, and the receipt of any proceeds in connection with the Award(s) may result in legal or regulatory requirements in some jurisdictions. I understand and agree that it is my responsibility to ensure that I comply with any legal or regulatory
requirements in respect of the Award(s). 


 11. I confirm that I have filed all tax returns that I am required to file and paid all taxes I am required
to pay with respect to awards previously granted to me by the Firm, and I agree, with respect to both the Award(s) as well as awards previously granted to me by the Firm, to file all tax returns I am required to file and to pay all taxes I am
required to pay. 
 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 or my home country. I
understand that, upon request, to Equity Compensation (division of HCM), 30 Hudson Street, 34th 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 GS 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. A list of the Firm’s international offices and countries to which data that is personal to me can be transferred is set forth at http://www2.goldmansachs.com/who-we-are/locations/index.html. I further acknowledge
that the Information may be retained by the aforementioned persons beyond the period of administration of the Programs to the extent permitted under the laws of the applicable jurisdiction and I so authorize. 

NON-COMPETITION AND NON-SOLICITATION RESTRICTIONS FOR EMPLOYEES PROVIDING SERVICES IN ASIA 

In addition to and without limiting any provisions in the SIP or the applicable Award Agreement(s) (including without limitation the Award vesting,
delivery, forfeiture, termination or repayment provisions) unless provided otherwise in the Restrictions, if I am providing services to the Firm in Asia or to BGH, in view of my importance to the Firm and/or BGH, I hereby agree to and acknowledge
the following: 
 (a) I hereby agree that the Firm or BGH would likely suffer significant harm from me competing with the Firm or BGH for some
period of time after my employment ends. Accordingly, I hereby agree that I will not, without the written consent of the Firm or BGH, 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 or BGH,


 


  

	

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 B. for which I had direct or indirect managerial or supervisory
responsibility at the Firm or BGH, 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 or BGH, 
 at any time during the one-year period
immediately prior to the end of the Asia Service 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
BGH 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 or BGH.) 
 To the extent that
separate financial consideration may be necessary in order to enforce the restrictive covenant set forth in Section (a) above, the Firm or BGH will pay me a monthly payment equivalent to 25% of my last monthly base salary, unless local
regulation provides otherwise, in which case local regulation shall apply. Any such payment shall be made in accordance with the relevant entity’s payroll practices and shall begin within the first week after termination of employment.

 (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 BGH, or (2) interfere with or damage (or attempt to interfere with or damage) any relationship between the Firm or BGH 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 BGH 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 a partner, a member or have similar status or in which I possess or control a greater than de minimis equity ownership, voting or profit participation; or 

(ii) by any Covered Competitive Enterprise, and I have, or are intended to have, direct or indirect managerial or supervisory
responsibility for such Covered Personnel. 
 To the extent that separate financial consideration may be necessary in order to enforce the
restrictive covenants set forth in Sections (b) and (c) above, the Firm or BGH will pay me a monthly payment equivalent to 25% of my last monthly base salary, unless local regulation provides otherwise, in which case local regulation shall
apply. Any such payment shall be made in accordance with the relevant entity’s payroll practices and shall begin within the first week after termination of employment. 
 (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 part of any other agreement
(which, for the avoidance of doubt, excludes the SIP and the Award Agreement(s)), written or oral, that I am subject to in respect of the same subject matter unless I am notified in writing to the contrary. 

(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 the 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 or BGH. I acknowledge that a violation on my part of any of the
Restrictions would cause immeasurable and irreparable damage to the Firm or BGH. Accordingly, I agree that the Firm and/or BGH will be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any
of the Restrictions in addition to any other remedies it or they may have. In the event that I violate any of the Restrictions, I acknowledge that the Restricted Period shall automatically



 
be extended by the period of time that I was in violation of the said Restriction(s). 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/or BGH, may be detrimental to the Firm and/or BGH and would constitute “Cause” for purposes of any
equity-based awards granted to me by the Firm and/or BGH 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 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 BGH and I acknowledge and agree that each such 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) and BGH. 
 (i) For the purposes of the
Restrictions, GS Inc. enters into the SIP and Award Agreement(s) applicable to me in connection with the Award(s) in its own capacity and as agent for each other Firm entity and BGH. The consideration for the promises in these Restrictions is given
to me by GS 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) and BGH. 
 (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/or BGH, 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 Goldman Sachs Group, Inc.
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 be subject to the restrictions contained in clause (a) of the Restrictions but will not be subject to the restrictions contained in clauses
(b) and (c) of the Restrictions. Nothing in the Restrictions will affect the operation of the Employee Agreement Regarding Confidential and Proprietary Information and Materials and Non-Solicitation. 

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

“Asia” means each state and territory in Australia, Brunei, Hong Kong SAR, India, Indonesia,
Japan, Korea, Labuan, Macau SAR, Malaysia, Mongolia, New Zealand, Papua New Guinea, the Philippines, the PRC, Singapore, Taiwan, Thailand and Vietnam.  
 “Asia Service Period” means the period during which I am located in Asia and contracted to provide services to a member of the Firm in Asia or BGH. For the avoidance of doubt, the
Asia Service Period does not end when I transfer to another member of the Firm in Asia or BGH. 

“BGH” means Beijing Gao Hua Securities Company Limited, its subsidiaries and affiliates, and its or their
respective successors. 
 “Covered Client” means any client or prospective client of the Firm or BGH
(i) to whom I provided services in the one year period immediately prior to the end of the Asia Service Period, or (ii) for whom I transacted business in the one year period immediately prior to the end of the Asia Service Period , or
(iii) whose identity became known to me in connection with my relationship with or employment by the Firm or BGH in the one year period immediately prior to the end of the Asia Service 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 or BGH 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. 
 “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 or BGH (as applicable).


 


  

	

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 “Covered Personnel” means any Firm or BGH employee or consultant
with whom I had material contact or dealings in the one year period immediately prior to the end of the Asia Service Period or in relation to whom I had access to confidential information. 

“Effective Date” means (i) if the termination is for cause or Covered Extended
Absence, the date on which such termination occurs; or (ii) if I repudiate my employment contract, the date of repudiation as determined by the Firm or BGH (as applicable). 

“Firm” means GS Inc., its subsidiaries and affiliates and its and their respective successors. 

“Geographic Area” means (i) the PRC; and/or (ii) any other country in Asia in relation to which I
have substantial product and/or geographical market responsibilities in the one year period immediately prior to the end of the Asia Service Period; and/or (iii) any other country in Asia in relation to which I have substantial employee
managerial responsibilities in the one year period immediately prior to the end of the Asia Service Period; and/or (iv) any other jurisdiction in Asia in relation to which I provided services in the one year period immediately prior to the end
of the Asia Service Period. 
 “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) in the event of the termination of my employment with the Firm in Asia or BGH, the Asia Service Period including any notice period applicable under the Notice Policy or, in the event I repudiate my notice requirement or exercise any
statutory right to shorten the notice period or if my employment is terminated without notice, the Asia Service Period and the period of time equivalent to my notice requirement commencing from the Effective Date; or (ii) in the event of my
employment with the Firm in Asia or BGH ending by reason of the transfer of my employment to another member of the Firm outside Asia, the Asia Service Period and the period of time equivalent to my notice requirement commencing from the conclusion
of the Asia Service Period; or (iii) in the event of the termination of my secondment to the Firm in Asia or BGH and assignment or transfer of my employment to another member of the Firm outside Asia, the Asia Service Period and the period of
time equivalent to my notice requirement commencing from the conclusion of the Asia Service Period. 

“Restrictions” means the non-competition and non-solicitation restrictions for employees providing services in
Asia as set out in (a) to (o) of this section of the Signature Card. 
 “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) (i) Notwithstanding paragraph 1 of this Signature Card, subject to clause (ii) below, the Restrictions shall be governed by and construed
in accordance with the laws which govern my employment contract. 
 (ii) To the extent that I seek to engage in activity in
the PRC, which activity is prohibited under the Restrictions, the Restrictions shall be governed by and construed in accordance with the laws of the PRC. 
 (iii) Notwithstanding paragraph 1, any Firm entity (including, for the avoidance of doubt, any Firm entity to which I provide services from time to time) or BGH may at any time elect to enforce the
Restrictions in any competent court of any jurisdiction determined by such entity. 
 Other Legal Notices: 

FOR ARGENTINA EMPLOYEES ONLY 
 This is a
private offer. It is not subject to the supervision of the Comision Nacional de Valores (CNV) or any other governmental authority in Argentina. 

FOR AUSTRALIA EMPLOYEES ONLY 
 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 – Goldman Sachs Australia Pty Ltd. 
 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 acquire
any restricted stock units 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 your personal circumstances.



 Throughout the period in which you hold a Dividend Equivalent Right you may obtain copies of all
information filed by GS Inc. with the U.S. Securities and Exchange Commission (“SEC”) which is accessible by GS Inc.’s shareholders and the general public (“shareholder information”) by going to the SEC’s website
(www.sec.gov) or to the GS Inc. website, www.gs.com, and going to: http://www2.goldmansachs.com/our-firm/investors/financials/index.html. In addition, copies of any or all of these documents may be obtained free of charge by
sending a written request to the Head of Securities Compliance – Goldman Sachs Australia Pty Ltd. You should be aware that shareholder information can affect the value of your Dividend Equivalent Rights from time to time. 

FOR BRAZIL EMPLOYEES ONLY 
 Please note
that the offer of an award under the SIP does not constitute a public offer in Brazil, and therefore it is not subject to registration with the Brazilian authorities. 
 According to Brazilian regulations, individuals resident in Brazil must inform the Central Bank of Brazil yearly the amounts of any nature, the assets and rights (including cash and other deposits) held
outside of the Brazilian territory. Please consult your own legal counsel on the terms and conditions for presentation of such information. 

By accepting the Award(s), you acknowledge that the Firm has provided you with Portuguese translations of the Award Summary, Award Agreement and
Signature Card, but that the original English versions of these documents control. (Ao aceitar esta outorga, Você reconhece que a Empresa Ihe disponibilizou a versão em português do Award Summary, do Award Agreement e do Signature
Card; porém a versão original em inglês desses documentos prevalecerá.) 
 FOR CANADA EMPLOYEES IN QUEBEC ONLY

 By accepting the Award(s), you acknowledge and agree that you and the Firm expressly wish that all documents related to the Award(s)
(including, without limitation, the SIP, this Signature Card, the Award Agreement and the Award Summary) be in English only. 
 En acceptant le
ou les octrois, vous reconnaissez et acceptez que les parties souhaitent expressément que tous les documents se rapportant à l’octroi ou aux octrois (incluant, sans limité la généralité de ce qui
précède, le document du régime, cette carte de signature, la convention d’octroi et le sommaire d’octroi) soient en anglais seulement. 
 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 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 FRANCE EMPLOYEES ONLY 
 Disclaimer: The current Award(s) is not covered by any prospectus which is the subject of the AMF’s approval. Grantees can only receive this award for their own account (“compte propre”) in
the conditions laid down by articles D. 411-1, D. 411-2, D.411-3, D.411-4, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and Financial Code. Any direct or indirect dissemination into the public of the financial instruments acquired can only
take place within the conditions of articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 -to L. 621-8-3 of the French Monetary and Financial Code. 
 By accepting the Award(s), you acknowledge that the Firm has provided you with French translations of the Award Summary, Award Agreement and Signature Card, but that the original English versions of these
documents control. 
 The provisions of the Award Agreement will apply only in respect of the year to which the Award Agreement relates and will
not in any circumstances create any right or entitlement to you for any future fiscal years. 
 Avertissement: La présente attribution ne
donne pas lieu à un prospectus soumis au visa de l’Autorité des marchés financiers. Les personnes qui y participent ne peuvent le faire que pour compte propre dans les conditions fixées par les articles D. 411-1, D.
411-2, D.411-3, D.411-4, D. 744-1, D. 754-1 et D. 764-1 du Code monetaire et financier. La diffusion, directe ou indirecte, dans le public des instruments financiers ainsi acquis, ne peut être réalisée que dans les conditions
prévues aux articles L. 411-1, L. 411-2 L. 412-1 et L. 621-8 à L. 621-8-3 du Code monétaire et financier.


 


  

	

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 En acceptant cet octroi, vous reconnaissez que la Société vous a transmis une version
français de l’Award Summary (Résumé de l’Octroi), l’Award Agreement (Contrat d’Octroi) et de la Signature Card (Carte de Signature), mais que seule la version originale en langue anglaise
fait foi. 
 Les dispositions de l’Accord de prime s’appliquent uniquement à l’année concernée par
l’Accord de prime et ne créent en aucune circonstance tous droits ou habilitations s’agissant des années fiscales à venir. 
 FOR GERMANY EMPLOYEES ONLY 
 The Award(s) are offered to you by GS Inc. in accordance with
the terms of the SIP which are summarized in the Award Summary. More information about GS Inc. is available on www.gs.com. You are being offered the Award(s) under the SIP in order to provide an additional incentive and to encourage employee
share ownership and so increase your interest in the Firm’s success. Please refer to the section entitled Shares Available for Awards in the SIP for information on the maximum number of GS Inc. shares that can be offered under the SIP.
The obligation to publish a prospectus under the Prospectus Directive does not apply to the offer because of Article 4(1)(e) of that directive. This document is not a prospectus within the meaning of that directive. 

Die Prämien werden Ihnen von der GS Inc. gemäß den in der Prämienübersicht aufgeführten Bestimmungen des Erwerbsplans
angeboten. Weitere Informationen über GS Inc. finden Sie unter www.gs.com. Die Prämien werden Ihnen im Rahmen des Erwerbsplans angeboten, um einen zusätzlichen Anreiz darzustellen und Sie als Mitarbeiter zum Erwerb von Aktien
zu ermutigen, um so Ihren Anteil am Erfolg des Unternehmens zu vergrößern. Informationen zur Anzahl der im Rahmen des Plans angebotenen GS Inc.-Aktien entnehmen Sie bitte dem Abschnitt als Prämien erhältliche Aktien im
Erwerbsplan. Die Verpflichtung zur Veröffentlichung eines Emissionsprospekts gemäß der europäischen Prospektrichtlinie trifft auf Grund von Artikel 4(1)(e) dieser Richtlinie nicht auf dieses Angebot zu. Dieses Dokument ist kein
Prospekt im Sinne dieser Richtlinie. 
 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. GS Inc. 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. GS Inc. 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 versions of these documents control. 
 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.



 FOR ITALY EMPLOYEES ONLY 
 No person resident or located in Italy other than the original recipients of this document and any other document related to the Award(s) may rely on such documents or their content. The offer of the
Award(s) under the SIP (and the delivery of underlying shares) is exempted from prospectus requirements under Italian securities legislation. 

Under Italian regulations, taxpayers must report in their annual tax returns any foreign financial assets in excess of EUR 10,000. Please consult your
own advisors regarding the terms and conditions of this reporting obligation. 
 FOR MONACO EMPLOYEES ONLY 

By accepting your Award(s), you expressly renounce the jurisdiction of Monaco (and, if applicable, France and notably the application of articles 14 and
15 of the French Civil Code) in connection with any dispute relating to your Award(s). 
 FOR NEW ZEALAND EMPLOYEES ONLY 

The Financial Markets Authority in New Zealand has issued the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (Notice),
which sets out the way in which GS Inc. can offer you securities under the SIP. In accordance with the requirements of the Notice, the following information has been made available to you: 

 

	1.	GS Inc.’s most recent annual report on 


	    	http://www2.goldmansachs.com/our-firm/investors/financials/index.html. 


 

	2.	The SIP documentation (which constitutes the current rules of the employee share purchase scheme for the purposes of the Notice) on
https://hcm.web.gs.com/newaward. 

  

	3.	A copy of the Award Agreement on https://hcm.web.gs.com/newaward. 

  

	4.	GS Inc.’s most recent published financial statements on http://www2.goldmansachs.com/our-firm/investors/financials/index.html. 


You may request copies of the documents listed above free of charge from Head of Securities Compliance – Goldman Sachs Australia Pty Ltd.

 FOR POLAND EMPLOYEES ONLY 

The Award(s) are offered to you by GS Inc. in accordance with the terms of the SIP which are summarized in the Award Summary. More information about GS
Inc. is available on www.gs.com. You are being offered Award(s) under the SIP in order to provide an additional incentive and to encourage employee share ownership and so increase your interest in the Firm’s success. Please refer to the
section entitled Shares Available for Awards in the SIP for information on the maximum number of GS Inc. shares that can be offered under the SIP. The obligation to publish a prospectus under the Prospectus Directive does not apply to the
offer because of Article 4(1)(b) of that directive. 
 The Goldman Sachs Group, Inc. („GS Inc.”) przyznaje Państwu Premię
(premie) zgodnie z warunkami Motywacyjnego Programu Akcji Pracowniczych opisanymi w Ogólnych Warunkach Przyznania Premii. Więcej informacji na temat GS Inc. można uzyskać na stronie www.gs.com. Oferowana Państwu na
podstawie Motywacyjnego Programu Akcji Pracowniczych Premia ma stanowić dodatkową motywację i rozwijać akcjonariat pracowniczy a w konsekwencji zwiększyć Państwa zaangażowanie w sukces Firmy. Prosimy
zapoznać się z działem zatytułowanym Akcje dostępne w ramach Premii w Motywacyjnym Programie Akcji Pracowniczych, w celu uzyskania informacji na temat maksymalnej liczby akcji GS Inc. oferowanych na podstawie Motywacyjnego
Programu Akcji Pracowniczych. Obowiązek publikowania prospektu wynikający z Dyrektywy w Sprawie Prospektu Emisyjnego nie ma zastosowania do niniejszej oferty, ze względu na brzmienie art. 4 ust. 1 lit. b wskazanej powyżej
dyrektywy. 
 FOR RUSSIA EMPLOYEES ONLY 
 None of the information contained in the documents referred to in paragraph 8 of this Signature Card or in this Signature Card constitutes an advertisement of the Award(s) in Russia and must not be passed
on to third parties or otherwise be made publicly available in Russia. The Award(s) have not been and will not be registered in Russia and are not intended for “placement” or “public circulation” in Russia. 

FOR SAUDI ARABIA EMPLOYEES ONLY 
 The Award(s) are offered to you on behalf of Goldman Sachs Saudi Arabia, Commercial Registration Number 1010256672, 25th Floor,
Kingdom Tower, Post Office Box 52969, Riyadh 11573, Saudi Arabia. The SIP documents may not be distributed in the Kingdom except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. The
Capital Market Authority does not make any representation as to the accuracy or completeness of the SIP documents, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of the SIP
documents. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of the SIP documents you should consult an
authorized financial adviser. 

 


  

	

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 FOR SWEDEN EMPLOYEES ONLY 
 By accepting the Award(s), you acknowledge and accept that any transfer provisions (including, where applicable, escrow and other similar provisions) in the SIP or any related documents do not apply to
you. 
 FOR UK EMPLOYEES ONLY 

This document does not have regard to the specific investment objectives, financial situation and particular needs of any specific person who may receive
it. Recipients should seek their own financial advice. 


 The Award(s) are subject to the terms and conditions set forth in the SIP and the Award Agreement(s). The
price of shares and the income from such shares (if any) can fluctuate and may be affected by changes in the exchange rate for U.S. Dollars. Past performance will not necessarily be repeated. Levels and bases of taxation may change from time to
time. Investors should consult their own tax advisers in order to understand tax consequences. GS Inc. has (and its associates may have) a material interest in the shares and the investments that are the subject of this document.


 

  

									
	Signature:	 	 	 		 	Date:	 	 
					
	Print Name:	 	 	 		 	Employee ID #:	 	 


  
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