EX-10.54





 Exhibit 10.54 

THE GOLDMAN SACHS GROUP, INC. 

YEAR-END PERFORMANCE-BASED RSU
AWARD 
 This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) (the
“Plan”), governs your award of performance-based RSUs (your “Award” or “PSUs”). You should read carefully this entire Award Agreement, which includes the Award Statement, any attached Appendix and the signature card.

 ACCEPTANCE 

1.    You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you
must by the date specified (a) open and activate an Account and (b) agree to all the terms of your Award by executing the related signature card in accordance with its instructions. By executing the signature
card, you confirm your agreement to all of the terms of this Award Agreement, including the arbitration and choice of forum provisions in Paragraph 16.  

DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS 

2.    The Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a
part of, this Award Agreement. 
 3.    Your Award Statement. The Award Statement delivered to you
contains some of your Award’s specific terms. For example, it contains the number of PSUs subject to this Award, the Performance Period and the Performance Goal applicable to your Award. It also contains the Determination Date and [the] [any
applicable] Settlement Date[s] for your Award and the [any applicable] Transferability Date[s] for any Shares at Risk that may be delivered to you in respect of any Settlement Amount that you may earn. The number of PSUs on your Award Statement is
not necessarily the number of PSUs in respect of which the Settlement Amount will be earned, but is merely the basis for determining the amount (if any) that will be delivered to you. 

4.    Definitions. Unless otherwise defined herein, including in the Definitions Appendix or any
other Appendix, capitalized terms have the meanings provided in the Plan. 
 VESTING OF YOUR
PSUS 
 5.    Vesting. Your PSUs are Vested. When a PSU is Vested, it means
only that your continued active Employment is not required to earn delivery in respect of that PSU. Vesting does not mean you have a non-forfeitable right to the Vested portion of your Award. The
terms of this Award Agreement (including conditions to delivery, satisfaction of the Performance Goal and any applicable Transfer Restrictions) continue to apply to your Award, and failure to meet such terms may result in the termination of this
Award (as a result of which no delivery in respect of such Vested PSUs would be made) and you can still forfeit Vested PSUs and Shares at Risk. 

PERFORMANCE GOAL 

6.    Performance. The Settlement Amount is dependent, and may vary based, on achievement of the
Performance Goal over the Performance Period. On the Determination Date, the Firm will determine whether or not, and to what extent, the Performance Goal for that Performance Period has been satisfied. All your rights with respect to the Settlement
Amount [(and any Dividend Equivalent Payments)] are dependent on the extent to which the Performance Goal is achieved, and any rights to delivery in respect of your Outstanding PSUs immediately will terminate and no Settlement Amount will













 
be delivered in respect of such PSUs upon the Committee’s determination, in its sole discretion, that the Performance Goal has not been satisfied to the extent necessary to result in
delivery in respect of the PSUs. 
 SETTLEMENT AMOUNT 

7.    Settlement. 

(a)    In General. Subject to satisfaction of the terms of this Award, including satisfaction of the Performance
Goal, on the Settlement Date, you will receive delivery (less applicable withholding as described in Paragraph 13(a)) of the Settlement Amount [and payment of any Dividend Equivalent Payments] as further described in this Award Agreement and in your
Award Statement. Until such delivery [and payment], you have only the rights of a general unsecured creditor and you do not have any rights as a shareholder of GS Inc. with respect to either the PSUs or the Settlement Amount. Without limiting the
Committee’s authority under Section 1.3.2(h) of the Plan, the Firm may accelerate any Settlement Date by up to 30 days.     

(b)    Form of Delivery. The Settlement Amount will be delivered on the Settlement Date as follows: 

(i)    [        % in the form of cash ]. 

(ii)    [        % in the form of Shares [at Risk] (by book
entry credit to your Account)]. 
 (c)    Shares at Risk.
[All][         percent] of the Shares delivered [(after application of tax withholding)] to you in respect of the Settlement Amount [before tax withholding (or, if the applicable tax withholding rate is
greater than ___%, all shares delivered after tax withholding)] will be Shares at Risk subject to Transfer Restrictions until the Transferability Date [listed on your Award Statement]. Any purported sale, exchange, transfer, assignment, pledge,
hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on Shares at Risk will be void. Within 30 Business Days after the Transferability Date listed on your Award Statement (or any other date on which
the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP Committee may select multiple dates within such
30-Business-Day period on which to remove Transfer Restrictions for all or a portion of the Shares at Risk with the same Transferability Date [listed on the Award
Statement], and all such dates will be treated as a single Transferability Date for purposes of this Award. 
 [DIVIDEND
EQUIVALENT RIGHTS] [DIVIDENDS] 
 8.    [Dividend
Equivalent Rights.] [Dividends]. [To the extent described in your Award Statement, each PSU will include a Dividend Equivalent Right, which will be subject to the provisions of Section 2.8 of the Plan.
Accordingly, for each of your Outstanding PSUs with respect to which delivery is made under the Settlement Amount, you will be entitled to payments under Dividend Equivalent Rights equal to 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. The payment to you of amounts under Dividend Equivalent Rights (less applicable withholding as described in Paragraph 13(a)) is conditioned upon the delivery under the Settlement
Amount in respect of the PSUs to which such Dividend Equivalent Rights relate, and you will have no right to receive any Dividend Equivalent Payments relating to PSUs for which you do not receive delivery under the Settlement Amount (including,
without limitation, due to a failure to satisfy the Performance Goal). Dividend Equivalent Payments will be paid on the Settlement Date.] [You will be 

  
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entitled to receive on a current basis any regular cash dividend paid in respect of your Shares at Risk. The PSUs do not include Dividend Equivalent Rights.] 

FORFEITURE OF YOUR AWARD 

9.    How You May Forfeit Your Award. This Paragraph 9 sets forth the events that result in forfeiture
of up to all of your PSUs and Shares at Risk and may require repayment to the Firm of up to all amounts previously paid or delivered to you under your PSUs in accordance with Paragraph 10. More than one event may apply, and in no case will the
occurrence of one event limit the forfeiture and repayment obligations as a result of the occurrence of any other event. In addition, the Firm reserves the right to (a) suspend delivery of the Settlement Amount [and payment of any Dividend
Equivalent Payments] or release Transfer Restrictions on Shares at Risk or (b) [pay cash][deliver the Settlement Amount] (including Dividend Equivalent Payments or dividends) [or deliver Shares at Risk] into an escrow account in accordance with
Paragraph 13(f)(v) [or (c) [apply Transfer Restrictions to any Shares] in connection with any investigation of whether any of the events that result in forfeiture under the Plan or this Paragraph 9 have occurred. Paragraph 12] (relating to certain
circumstances under which release of Transfer Restrictions may be accelerated) provides for exceptions to one or more provisions of this Paragraph 9. [The Material Risk Taker Appendix supplements this Paragraph 9 and sets forth additional events
that result in forfeiture of up to all of your PSUs and Shares at Risk and may require repayment to the Firm as described in Paragraph 10 and the Appendix.] 

(a)    PSUs Forfeited Upon Certain Events. If any of the following occurs, your rights to all of your Outstanding
PSUs will terminate, and no Settlement Amount will be delivered in respect thereof, as may be further described below: 

(i)    You Associate With a Covered Enterprise. You Associate With a Covered Enterprise during the Performance
Period. 
 (ii)    You Solicit Clients or Employees, Interfere with Client or Employee Relationships or Participate
in the Hiring of Employees. Before the [applicable] Settlement Date, either: 
 (A)    you, in any manner, directly
or indirectly, (1) Solicit any Client to transact business with a Covered 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, (4) Solicit any Selected Firm Personnel to apply for or accept employment (or other association) with any person or entity
other than the Firm or (5) hire or participate in the hiring of any Selected Firm Personnel by any person or entity other than the Firm (including, without limitation, participating in the identification of individuals for potential hire, and
participating in any hiring decision), whether as an employee or consultant or otherwise, or 
 (B)    Selected Firm
Personnel are Solicited, hired or accepted into partnership, membership or similar status by (1) any entity that you form, that bears your name, or in which you possess or control greater than a de minimis equity ownership, voting or
profit participation or (2) any entity where you have, or will have, direct or indirect managerial responsibility for such Selected Firm Personnel. 

(iii)    You Failed to Consider Risk. You Failed to Consider Risk during
            . 

  
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 (iv)    Your Conduct Constitutes Cause. Any event that
constitutes Cause [(including, for the avoidance of doubt, “Serious Misconduct” as defined in the Material Risk Taker Appendix)] has occurred before the [applicable] Settlement Date. 

(v)    You Do Not Meet Your Obligations to the Firm. The Committee determines that, before the Settlement Date, you
failed to meet, in any respect, any obligation under any agreement with the Firm, or any agreement entered into in connection with your Employment or this Award, including the Firm’s notice period requirement applicable to you, any offer
letter, employment agreement or any shareholders’ agreement relating to the Firm. Your failure to pay or reimburse the Firm, on demand, for any amount you owe to the Firm will constitute (A) failure to meet an obligation you have under an
agreement, regardless of whether such obligation arises under a written agreement, and/or (B) a material violation of Firm policy constituting Cause. 

(vi)    You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc.
that you have complied with all of the terms of the Plan and this Award Agreement, or the Committee determines that you have failed to comply with a term of the Plan or this Award Agreement to which you have certified compliance. 

(vii)    You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the
Plan or this Award Agreement resolved in any manner that is not provided for by Paragraph 16 or Section 3.17 of the Plan, or you attempt to arbitrate a dispute without first having exhausted your internal administrative remedies in accordance
with Paragraph 13(f)(viii). 
 (viii)    You Bring an Action that Results in a Determination that Any Award Agreement
Term Is Invalid. As a result of any action brought by you, it is determined that any term of this Award Agreement is invalid. 

(ix)    You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for any
reason or you otherwise are no longer actively employed with the Firm and another entity grants you cash, equity or other property (whether vested or unvested) to replace, substitute for or otherwise in respect of your Outstanding PSUs. 

(x)    GS Inc. Fails to Maintain the Minimum Tier 1 Capital Ratio. Before the Settlement Date, GS Inc. fails to
maintain the required “Minimum Tier 1 Capital Ratio” as defined under Federal Reserve Board Regulations applicable to GS Inc. for a period of 90 consecutive business days. 

(xi)    GS Inc. Is Determined to Be in Default. Before the Settlement Date, the Board of Governors of the Federal
Reserve or the FDIC makes a written recommendation under Title II (Orderly Liquidation Authority) of the Dodd-Frank Wall Street Reform and Consumer Protection Act for the appointment of the FDIC as a receiver of GS Inc. based on a determination that
GS Inc. is “in default” or “in danger of default.” 
 (xii)    [Accounting Restatement Required
Under Sarbanes-Oxley. GS Inc. is required to prepare an accounting restatement due to GS Inc.’s material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws as described in
Section 304(a) of Sarbanes-Oxley; provided, however, that your rights with respect to the PSUs will only be terminated to the same extent that would be required under Section 304(a) of Sarbanes-Oxley had you been a
“chief executive officer” or “chief financial officer” of GS Inc. (regardless of whether you actually hold such position at the relevant time).] 

  
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 (b)    Shares at Risk Forfeited upon Certain Events. To the
extent you receive delivery of Shares at Risk in connection with any Settlement Amount, if any of the following occurs your rights to all of your Shares at Risk will terminate and your Shares at Risk will be cancelled, in each case, as may be
further described below: 
 (i)    You Failed to Consider Risk. You Failed to Consider Risk during
            . 
 (ii)    Your Conduct Constitutes
Cause. Any event that constitutes Cause [(including, for the avoidance of doubt, “Serious Misconduct” as defined in the Material Risk Taker Appendix)] has occurred before the [applicable] Transferability Date. 

(iii)    You Do Not Meet Your Obligations to the Firm. The Committee determines that, before the [applicable]
Transferability Date, you failed to meet, in any respect, any obligation under any agreement with the Firm, or any agreement entered into in connection with your Employment or this Award, including the Firm’s notice period requirement
applicable to you, any offer letter, employment agreement or any shareholders’ agreement relating to the Firm. Your failure to pay or reimburse the Firm, on demand, for any amount you owe to the Firm will constitute (A) failure to meet an
obligation you have under an agreement, regardless of whether such obligation arises under a written agreement and/or (B) a material violation of Firm policy constituting Cause. 

(iv)    You Do Not Provide Timely Certifications or Comply with Your Certifications. You fail to certify to GS Inc.
that you have complied with all of the terms of the Plan and this Award Agreement, or the Committee determines that you have failed to comply with a term of the Plan or this Award Agreement to which you have certified compliance. 

(v)    You Do Not Follow Dispute Resolution/Arbitration Procedures. You attempt to have any dispute under the Plan
or this Award Agreement resolved in any manner that is not provided for by Paragraph 16 or Section 3.17 of the Plan, or you attempt to arbitrate a dispute without first having exhausted your internal administrative remedies in accordance with
Paragraph 13(f)(viii). 
 (vi)    You Bring an Action that Results in a Determination that Any Award Agreement Term
Is Invalid. As a result of any action brought by you, it is determined that any term of this Award Agreement is invalid. 

(vii)    You Receive Compensation in Respect of Your Award from Another Employer. Your Employment terminates for
any reason or you otherwise are no longer actively Employed with the Firm and another entity grants you cash, equity or other property (whether vested or unvested) to replace, substitute for or otherwise in respect of any Shares at Risk;
provided, however, that your rights will only be terminated in respect of the Shares at Risk that are replaced, substituted for or otherwise considered by such other entity in making its grant. 

(viii)    [Accounting Restatement Required Under Sarbanes-Oxley. GS Inc. is required to prepare an accounting
restatement due to GS Inc.’s material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws as described in Section 304(a) of Sarbanes-Oxley; provided, however, that your
rights will only be terminated in respect of Shares at Risk to the same extent that would be required under Section 304(a) of Sarbanes-Oxley had you been a “chief executive officer” or “chief financial officer” of GS Inc.
(regardless of whether you actually hold such position at the relevant time).] 

  
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 REPAYMENT OF YOUR AWARD 

10.    When You May Be Required to Repay Your Award. 

(a)    Repayment, Generally. If the Committee determines that any term of this Award was not satisfied, you will be
required, immediately upon demand therefor, to repay to the Firm the following: 
 (i)    Any Settlement Amount
(including any Shares at Risk) for which the terms (including the terms for delivery) of the related PSUs were not satisfied, in accordance with Section 2.6.3 of the Plan. 

(ii)    Any Shares at Risk for which the terms (including the terms for the release of Transfer Restrictions) were not
satisfied, in accordance with Section 2.5.3 of the Plan. 
 (iii)    [Any Shares that were delivered (but not
subject to Transfer Restrictions) at the same time any Shares at Risk that are cancelled or required to be repaid were delivered.] 

(iv)    [Any Dividend Equivalent Payments for which the terms were not satisfied (including any such payments made in
respect of PSUs that are forfeited or any Settlement Amount that is required to be repaid), in accordance with Section 2.8.3 of the Plan.] 

(v)    Any dividends paid in respect of any [deliveredShares (including] Shares at Risk[)] that are cancelled or required
to be repaid. 
 (vi)    Any amount applied to satisfy tax withholding or other obligations with respect to any PSU,
Settlement Amount (including Shares at Risk, dividend payments or [Dividend Equivalent Payments] that are forfeited or required to be repaid. 

(b)    Repayment Upon Materially Inaccurate Financial Statements. If any delivery is made under this Award
Agreement based on materially inaccurate financial statements (which includes, but is not limited to, statements of earnings, revenues or gains) or other materially inaccurate performance criteria, you will be obligated to repay to the Firm,
immediately upon demand therefor, any excess amount delivered, as determined by the Committee in its sole discretion. 

(c)    [Repayment Upon Accounting Restatement Required Under Sarbanes-Oxley. If an event described in Paragraphs
9(a)(xii) and 9(b)(viii) (relating to a requirement under Sarbanes-Oxley that GS Inc. prepare an accounting restatement) occurs, any Settlement Amount [(including Shares at Risk)], dividend payments, Dividend Equivalent Payments, cash or other
property delivered, paid or withheld in respect of this Award will be subject to repayment as described in Paragraph 10(a) to the same extent that would be required under Section 304(a) of Sarbanes-Oxley had you been a “chief executive
officer” or “chief financial officer” of GS Inc. (regardless of whether you actually hold such position at the relevant time).] 

TERMINATIONS OF EMPLOYMENT 

11.    PSUs and Termination of Employment [or Death].  

(a)    Employment Termination Generally. Unless the Committee determines otherwise, if your Employment terminates
for any reason or you are otherwise no longer actively Employed with the Firm (which includes off-premises notice periods, “garden leaves,” pay in lieu of notice or any other similar status), the
Performance Goal applicable to your Outstanding PSUs will continue to apply and the 

  
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determination of the Settlement Amount will continue to be subject to whether or not, and to what extent, the Performance Goal has been achieved, in each case, as provided in Paragraph 6. All
other terms of this Award Agreement, including the forfeiture and repayment events in Paragraphs 9 and 10 [and the Material Risk Taker Appendix], continue to apply. 

(b)    Restrictions on Association With a Covered Enterprise Cease to Apply After an Involuntary or Mutual Agreement
Termination. Paragraph 9(a)(i) (relating to forfeiture if you Associate With a Covered Enterprise) will not apply if (i) your Employment terminates and the Firm characterizes your Employment termination as “involuntary” or by
“mutual agreement” (and, in each case, you have not engaged in conduct constituting Cause) and (ii) you execute a general waiver and release of claims and an agreement to pay any associated tax liability, in each case, in the form the
Firm prescribes. No Employment termination that you initiate, including any purported “constructive termination,” a “termination for good reason” or similar concepts, can be “involuntary” or by “mutual
agreement.” All other terms of this Award Agreement, including the other forfeiture and repayment events in Paragraphs 9 and 10 [and the Material Risk Taker Appendix], continue to apply. 

(c)    [Death. If you die before the Settlement Date, the representative of your estate will, on the Settlement
Date, receive delivery of the Settlement Amount and payment of the Dividend Equivalent Payments that, in each case, would have otherwise been made pursuant to Paragraph 6 and any Transfer Restrictions on Shares at Risk will cease to apply in
accordance with Paragraph 12(b), after such documentation as may be requested by the Committee is provided to the Committee. All other terms of this Award Agreement, including the forfeiture and repayment events in Paragraphs 9 and 10 [and the
Material Risk Taker Appendix], continue to apply.] 
 12.    [Accelerated Release of Transfer Restrictions
on Shares at Risk in the Event of a ]Qualifying Termination After a Change in Control or Death. [To the extent you receive delivery of Shares at Risk in connection with any Settlement Amount,] [I][i]n the event of your Qualifying
Termination After a Change in Control or death, each as described below, your Shares at Risk [(and delivery of your Settlement Amount in the case of death in certain circumstances)] will be treated as described in this Paragraph 12, and, except as
set forth in Paragraph 12(a), all other terms of this Award Agreement, including the other forfeiture and repayment events in Paragraphs 9 and 10 [and the Material Risk Taker Appendix], continue to apply. [In each case, the Performance Goal
applicable to your Outstanding PSUs will continue to apply and the determination of the Settlement Amount will continue to be subject to whether or not, and to what extent, the Performance Goal has been achieved, in each case, as provided in
Paragraph 6.] 
 (a)    You Have a Qualifying Termination After a Change in Control. If your Employment
terminates when you meet the requirements of a Qualifying Termination After a Change in Control, any Transfer Restrictions will cease to apply to your Shares at Risk. In addition, the forfeiture events in Paragraph 9 will not apply to your Shares at
Risk. 
 (b)    Death. If you die, any Transfer Restrictions will 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[.][, unless prohibited by applicable law or regulation: 

(i)    If you die prior to the Determination Date or an applicable Settlement Date, the representative of your estate will
receive delivery of any undelivered portion of the Settlement Amount that would have otherwise been made pursuant to Paragraph 6 as soon as practicable after the later of the date of death and the Determination Date. 

  
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 (ii)    Any Transfer Restrictions will cease to apply to
your Shares at Risk.] 
 OTHER TERMS, CONDITIONS AND AGREEMENTS 

13.    Additional Terms, Conditions and Agreements. 

(a)    You Must Satisfy Applicable Tax Withholding Requirements. Delivery of the Settlement Amount is conditioned
on your satisfaction of any applicable withholding taxes in accordance with Section 3.2 of the Plan, which includes the Firm deducting or withholding amounts from any payment or distribution to you. In addition, 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 or
[payment][delivery] of this Award by requiring you to choose between remitting the 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. In no event, however, does this Paragraph 13(a) give you any discretion to determine or affect the timing of delivery of the Settlement Amount or the timing of payment of tax obligations. 

(b)    Firm May Deliver Cash or Other Property in Respect of the Settlement Amount. In accordance with
Section 1.3.2(i) of the Plan, in the sole discretion of the Committee, in lieu of all or any portion of the Settlement Amount, the Firm may deliver cash, other securities, other awards under the Plan or other property, and all references in
this Award Agreement to delivery of the Settlement Amount will include such deliveries of cash, other securities, other awards under the Plan or other property. 

(c)    Amounts May Be Rounded to Avoid Fractional Shares. Any amounts delivered in respect of the Settlement
Amount[, including Shares at Risk,] may be rounded to avoid fractional Shares. 
 (d)    You May Be Required to
Become a Party to the Shareholders’ Agreement. Your rights to your PSUs are conditioned on your becoming a party to any shareholders’ agreement to which other similarly situated employees (e.g., employees with a similar title or
position) of the Firm are required to be a party. 
 (e)    Firm May Affix Legends and Place Stop Orders on
Shares. GS Inc. may affix to Certificates representing Shares 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). GS Inc. may
advise the transfer agent to place a stop order against any legended Shares. 
 (f)    You Agree to Certain Consents,
Terms and Conditions. By accepting this Award you understand and agree that: 
 (i)    You Agree to Certain
Consents as a Condition to the Award. You have expressly consented to all of the items listed in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such personal
information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional consents that the Committee determines to be necessary or advisable; 

(ii)    You Are Subject to the Firm’s Policies, Rules and Procedures. You are 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 “Firmwide Policy with Respect to Personal Transactions Involving
GS Securities and GS Equity Awards” or any successor policies), and confidential or proprietary information, and you will effect sales of Shares in 

  
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accordance with such rules and procedures as may be adopted from time to time (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); 

(iii)    You Are Responsible for Costs Associated with Your Award. You will be responsible for all brokerage costs
and other fees or expenses associated with your Award, including those related to the sale of Shares; 
 (iv)    You
Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Accept Delivery. You will be deemed to have represented and certified that you have complied with all of the terms of the Plan and this Award Agreement when any
Settlement Amount [and Dividend Equivalent Payments] [is][are] delivered to you, and you request the sale of Shares following the release of Transfer Restrictions on Shares at Risk; 

(v)    Firm May Deliver Your Award into an Escrow Account. The Firm may establish and maintain an escrow account on
such terms (which may include your executing any documents related to, and your paying for any costs associated with, such account) as it may deem necessary or appropriate, and the Settlement Amount may initially be delivered and any [Dividend
Equivalent Amounts and] dividends may initially be [paid][delivered] into and 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 deliveries required by this Award Agreement have been satisfied; 
 (vi)    You May Be
Required to Certify Compliance with Award Terms; You Are Responsible for Providing the Firm with Updated Address and Contact Information After Your Departure from the Firm. If your Employment terminates while you continue to hold PSUs [or Shares
at Risk], from time to time, you may be required to provide certifications of your compliance with all of the terms of the Plan and this Award Agreement as described in Paragraphs 9(a)(vi) and 9(b)(iv). You understand and agree that (A) your
address on file with the Firm at the time any certification is required will be deemed to be your current address, (B) it is your responsibility to inform the Firm of any changes to your address to ensure timely receipt of the certification
materials, (C) you are responsible for contacting the Firm to obtain such certification materials if not received and (D) your failure to return properly completed certification materials by the specified deadline (which includes your
failure to timely return the completed certification because you did not provide the Firm with updated contact information) will result in the forfeiture of all of your PSUs or Shares at Risk and subject previously delivered amounts to repayment
under Paragraphs 9(a)(vi) and 9(b)(iv); 
 (vii)    You Authorize the Firm to Register, in Its or Its Designee’s
Name, Any Shares at Risk and Sell, Assign or Transfer Any Forfeited Shares at Risk. You are granting to the Firm the full power and authority to register any Shares at Risk in its or its designee’s name and authorizing the Firm or its
designee to sell, assign or transfer any Shares at Risk if you forfeit your Shares at Risk; 
 (viii)    You Must
Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Committee. If you disagree with a determination made by the Committee, the SIP Committee, the SIP Administrators, or any of their delegates or designees and you
wish to appeal such determination, you must submit a written request to the SIP Committee for review within 180 days after the determination at issue. You must exhaust your internal administrative remedies (i.e., submit your appeal and wait
for resolution of that appeal) before seeking to resolve a dispute through arbitration pursuant to Paragraph 16 and Section 3.17 of the Plan; and 

  
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 (ix)    You Agree that Covered Persons Will Not Have Liability.
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 will have any liability to you or any other person for any action taken or omitted in respect of this or
any other Award. 
 14.    Non-transferability. Except as
otherwise may be provided in this Paragraph 14 or as otherwise may be provided by the Committee, the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or assignment in violation
of the provisions of this Paragraph 14 or Section 3.5 of the Plan will be void. The Committee may adopt procedures pursuant to which some or all recipients of PSUs and Shares at Risk may transfer some or all of their PSUs or Shares at Risk
(which will continue to be subject to Transfer Restrictions until the Transferability Date) through a gift for no consideration to any immediate family member, a trust or other estate planning vehicle approved by the Committee or SIP Committee in
which the recipient and/or the recipient’s immediate family members in the aggregate have 100% of the beneficial interest. 

15.    Right of Offset. Except as provided in Paragraph 18(d), the obligation to deliver the
Settlement Amount, pay dividends [or Dividend Equivalent Payments] or release 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. 

ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW

 16.    Arbitration; Choice of Forum. 

(a)    BY ACCEPTING THIS AWARD, YOU
ARE INDICATING THAT YOU UNDERSTAND AND AGREE THAT THE ARBITRATION AND
CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN
WILL APPLY TO THIS AWARD. THESE PROVISIONS, WHICH ARE EXPRESSLY INCORPORATED
HEREIN BY REFERENCE, PROVIDE AMONG OTHER THINGS 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 WILL BE FINALLY
SETTLED BY ARBITRATION IN NEW YORK CITY, PURSUANT TO THE TERMS MORE
FULLY SET FORTH IN SECTION 3.17 OF THE PLAN; PROVIDED THAT NOTHING
HEREIN SHALL PRECLUDE YOU FROM FILING A CHARGE WITH OR PARTICIPATING
IN ANY INVESTIGATION OR PROCEEDING CONDUCTED BY ANY GOVERNMENTAL AUTHORITY,
INCLUDING BUT NOT LIMITED TO THE SEC AND THE EQUAL EMPLOYMENT OPPORTUNITY
COMMISSION. 
 (b)    To the fullest extent permitted by applicable law, no arbitrator will have the
authority to consider class, collective or representative claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the individual claimant involved. 

(c)    Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of
this Award Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, it will be decided by a court and not an arbitrator. 

(d)    The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and
this Award Agreement, and all arbitration proceedings thereunder. 
 (e)    Nothing in this Award Agreement creates a
substantive right to bring a claim under U.S. Federal, state, or local employment laws. 

  
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 (f)    By accepting your Award, you irrevocably appoint each General
Counsel of GS Inc., or any person whom the General Counsel of GS Inc. designates, as your agent for service of process in connection with any suit, action or proceeding arising out of or relating to or concerning the Plan or any Award which is not
arbitrated pursuant to the provisions of Section 3.17.1 of the Plan, who shall promptly advise you of any such service of process. 

(g)    To the fullest extent permitted by applicable law, no arbitrator will have the authority to consider any claim as
to which you have not first exhausted your internal administrative remedies in accordance with Paragraph 13(f)(viii). 

17.    Governing Law. THIS AWARD WILL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS. 
 CERTAIN TAX PROVISIONS 

18.    Compliance of Award Agreement and Plan with Section 409A. The
provisions of this Paragraph 18 apply to you only if you are a U.S. taxpayer. 
 (a)    This Award Agreement and the
Plan provisions that apply to this Award are intended and will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, 409A Deferred Compensation), whether by reason
of short-term deferral treatment or other exceptions or provisions. The Committee will 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 Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement will govern, and in the case of any conflict or potential inconsistency between this Paragraph 18 and the
other provisions of this Award Agreement, this Paragraph 18 will govern. 
 (b)    Settlement will not be delayed beyond
the date on which all applicable conditions or restrictions on settlement in respect of your PSUs required by this Award Agreement (including those specified in Paragraph 11(b) (execution of waiver and release of claims agreement to pay associated
tax liability) and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A,
settlement in respect of such portion will occur by the March 15 coinciding with the last day of the applicable “short-term deferral” period described in Reg. § 1.409A-1(b)(4) in order for
settlement to be within the short-term deferral exception unless, in order to permit all applicable conditions or restrictions on settlement 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 settlement to a later date within the same calendar year or to such later date as may be permitted under
Section 409A, including Reg. § 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. §
1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. 

(c)    Notwithstanding the provisions of Paragraph 13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to
comply with Section 409A, any delivery or payment [(including in the form of Shares at Risk or other property)] that the Firm may make in respect of your PSUs will not have the effect of deferring payment, delivery, income inclusion, or a
substantial risk of forfeiture, beyond the date on which such payment, delivery or inclusion would occur or such risk of forfeiture would lapse, with respect to the payment or delivery that would otherwise have been made (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 

  
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under Section 409A, including 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)    Paragraph 15 and Section 3.4 of the Plan will not
apply to Awards that are 409A Deferred Compensation except to the extent permitted under Section 409A. 

(e)    Settlement in respect of any portion of the Award may be made, if and to the extent elected by the Committee, later
than the relevant Settlement 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 payment or delivery, as applicable, is permitted under
Section 409A). 
 (f)    You understand and agree that you are solely responsible for the payment of any taxes and
penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. 

COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY
REPORTING 
 19.    Committee Authority. The Committee has the authority to
determine, in its sole discretion, that any event triggering forfeiture or repayment of your Award will not apply, to limit the forfeitures and repayments that result under Paragraphs 9 and 10 and to remove Transfer Restrictions before the
[applicable] Transferability Date. In addition, the Committee, in its sole discretion, may determine whether Paragraph 11(b) will apply upon a termination of Employment. 

20.    Amendment. The Committee reserves the right at any time to amend the terms of 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(h) and 3.1 of the Plan, no such amendment will 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. A
modification that impacts the tax consequences of this Award or the timing of delivery will not be an amendment that materially adversely affects your rights and obligations under this Award Agreement. Any amendment of this Award Agreement will be
in writing. 
 21.    Construction, Headings. Unless the context requires otherwise, (i) words
describing the singular number include the plural and vice versa, (ii) words denoting any gender include all genders and (iii) the words “include,” “includes” and “including” will be deemed to be followed by
the words “without limitation.” 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. References in this Award Agreement to any
specific Plan provision will not be construed as limiting the applicability of any other Plan provision. 

22.    Providing Information to the Appropriate Authorities. In accordance with applicable law,
nothing in this Award Agreement (including the forfeiture and repayment provisions in Paragraphs 9 and 10) or the Plan prevents you from providing information you reasonably believe to be true to the appropriate governmental authority, including a
regulatory, judicial, administrative, or other governmental entity; reporting possible violations of law or regulation; making other disclosures that are protected under any applicable law or regulation; or filing a charge or participating in any
investigation or proceeding conducted by a governmental authority. 

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

  
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 [MATERIAL RISK TAKER APPENDIX

 QUALITATIVE OVERLAY REDUCTION 

In addition to and without limiting the Firm’s rights under the forfeiture and repayment provisions set forth in Paragraphs 9 and 10 or in the
“Forfeiture and Repayment” section below, the Committee may determine to reduce the Settlement Amount as described in the section entitled “Qualitative Overlay Reduction” in the Award Statement. 

FORFEITURE AND REPAYMENT 

This section supplements Paragraph 9 and sets forth additional events that result in forfeiture of up to all of your PSUs and Shares at Risk and may require
repayment to the Firm of up to all other amounts previously delivered or paid to you under your Award in accordance with Paragraph 10. As with the events described in Paragraph 9, more than one event may apply, in no case will the occurrence of one
event limit the forfeiture and repayment obligations as a result of the occurrence of any other event and the Firm reserves the right to (a) suspend delivery of Shares or release of Transfer Restrictions, (b) deliver any Shares or
dividends into an escrow account in accordance with Paragraph 13(f)(v) or (c) apply Transfer Restrictions to any Shares in connection with any investigation of whether any of the events that result in forfeiture under this Material Risk Taker
Appendix have occurred. 
 With respect to the events described in Paragraphs ([a][b]) through ([d][e]) of this Appendix, the Committee will consider
certain factors to determine whether and what portion of your Award will terminate, including the reason for the “Loss Event” (as defined below) or “Risk Event” (as defined below) and the extent to which: (1) you
participated in the Loss Event or Risk Event, (2) your compensation for                      may or may not have been adjusted to take
into account the risk associated with the Loss Event, Risk Event, your “Serious Misconduct” (as defined below) or the Serious Misconduct of a “Supervised Employee” (as defined below) and (3) your compensation may be adjusted
for the year in which the Loss Event, Risk Event, your Serious Misconduct or a Supervised Employee’s Serious Misconduct is discovered. 

(a)    [You Associate With a Material Covered Enterprise
                . If you “Associate With a Material Covered Enterprise” (as defined below) before the earlier of
                 or a Qualifying Termination After a Change In Control, your rights to all of your Outstanding PSUs will terminate, and no Settlement Amount will
be delivered in respect of the PSUs and your rights to all of your Shares at Risk will terminate and your Shares at Risk will be cancelled. For the avoidance of doubt, notwithstanding the foregoing, the restrictions on Association With a Covered
Enterprise in Paragraph 11(b)(i) will supersede the restrictions on Association With a Material Covered Enterprise described in this Appendix until the end of the Performance Period. 

(i)    “Associate With a Material Covered Enterprise” means that you (A) form, or
acquire a 5% or greater equity ownership, voting or profit participation interest in, any “Material Covered Enterprise” (as defined below) or (B) associate in any capacity (including association as an officer, employee, partner,
director, consultant, agent or advisor) with any Material Covered Enterprise. Associate With a Material Covered Enterprise may include, as determined in the discretion of either the Committee or the SIP Committee, (A) becoming the subject of
any publicly available announcement or report of a pending or future association with a Material Covered Enterprise and (B) unpaid associations, including an association in 

  
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contemplation of future employment. The term “Association With a Material Covered Enterprise” has its correlative meaning. 

(ii)    The restriction described above on any Association With a Material Covered Enterprise will not
apply if (A) the Firm terminates your Employment solely by reason of a “downsizing” or the Firm characterizes your Employment termination as “involuntary” or by “mutual agreement” (and, in each case, you have not
engaged in conduct constituting Cause) and (B) you execute a general waiver and release of claims and an agreement to pay any associated tax liability, in each case, in the form the Firm prescribes. 

(iii)    “Material Covered Enterprise” means a Covered Enterprise that the Firm
determines, in its sole discretion, to be material.] 
 (b)    A Loss Event Occurs Prior to
Delivery. If a Loss Event occurs prior to the delivery of any portion of the Settlement Amount, your rights in respect of all or a portion of your PSUs which are scheduled to deliver on the next Settlement Date immediately following the date
that the Loss Event is identified (or, if not practicable, then the next following Settlement Date) will terminate, and no Shares will be delivered in respect of such PSUs. 

(i)    A “Loss Event” means (A) an annual
pre-tax loss at GS Inc. or (B) annual negative revenues in one or more reporting segments as disclosed in the Firm’s Form 10-K other than the Asset Management
segment, or annual negative revenues in the Asset Management segment of $5 billion or more, provided in either case that you are employed in a business within such reporting segment. 

(c)    A Risk Event Occurs
                        . If a Risk Event occurs
                    , (i) your rights in respect of all or a portion of your PSUs will terminate and no Settlement Amount will be delivered in
respect of such PSUs, (ii) your rights to all or a portion of any Shares at Risk will terminate and such Shares at Risk will be cancelled and (iii) you will be obligated immediately upon demand therefor to pay the Firm an amount not in
excess of the greater of the Fair Market Value of the Shares (plus any dividend payments) delivered in respect of the Award (without reduction for any amount applied to satisfy tax withholding or other obligations) determined as of (A) the date
the Risk Event occurred and (B) the date that the repayment request is made. 
 (i)    A
“Risk Event” means there occurs a loss of 5% or more of firmwide total capital from a reportable operational risk event determined in accordance with the firmwide Reporting Operational Risk Events Policy. 

(d)    You Engage in Serious Misconduct
                    . If you engage in Serious Misconduct
                , you will be obligated immediately upon demand therefor to pay the Firm an amount not in excess of the greater of the Fair Market Value of the
Shares (plus any dividend payments) delivered in respect of the Award (without reduction for any amount applied to satisfy tax withholding or other obligations) determined as of (i) the date the Serious Misconduct occurred and (ii) the
date that the repayment request is made. 
 (i)    “Serious Misconduct” means that you
engage in conduct that the Firm reasonably considers, in its sole discretion, to be misconduct sufficient to justify summary termination of employment under English law. 

  
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 (e)    A Supervised Employee Engages in Serious
Misconduct. If the Committee determines that it is appropriate to hold you accountable in whole or in part for Serious Misconduct related to compliance, control or risk that occurred during ________ by a Supervised Employee, your rights in
respect of all or a portion of your PSUs will terminate and no Settlement Amount will be delivered in respect of such PSUs and your rights to all or a portion of any Shares at Risk will terminate and such Shares at Risk will be cancelled. 

(i)    “Supervised Employee” means an individual with respect to whom the Committee
determines you had supervisory responsibility as a result of direct or indirect reporting lines or your management responsibility for an office, division or business. 

Notwithstanding any provision in the Plan, this Award Agreement or any other agreement or arrangement you may have with the Firm, the parties agree that to
the extent that there is any dispute arising out of or relating to the payment required by Paragraphs ([b][c]) and ([c][d]) of this Appendix (including your refusal to remit payment) the parties will submit to arbitration in accordance with
Paragraph 16 of this Award Agreement and Section 3.17 of the Plan as the sole means of resolution of such dispute (including the recovery by the Firm of the payment amount).] 

  
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 DEFINITIONS APPENDIX 

The following capitalized terms are used in this Award Agreement with the following meanings: 

(a)    “409A Deferred Compensation” means a “deferral of compensation” or “deferred
compensation” as those terms are defined in the regulations under Section 409A. 
 (b)    “Associate
With a Covered Enterprise” means that you (i) form, or acquire a 5% or greater equity ownership, voting or profit participation interest in, any Covered Enterprise or (ii) associate in any capacity (including association as an
officer, employee, partner, director, consultant, agent or advisor) with any Covered Enterprise. Associate With a Covered Enterprise may include, as determined in the discretion of the Committee, (i) becoming the subject of any publicly
available announcement or report of a pending or future association with a Covered Enterprise and (ii) unpaid associations, including an association in contemplation of future employment. “Association With a Covered Enterprise” will
have its correlative meaning. 
 (c)    “Covered Enterprise” means a Competitive Enterprise and any
other existing or planned business enterprise that: (i) offers, holds itself out as offering or reasonably may be expected to offer products or services that are the same as or similar to those offered by the Firm or that the Firm reasonably
expects to offer (“Firm Products or Services”) or (ii) engages in, holds itself out as engaging in or reasonably may be expected to engage in any other activity that is the same as or similar to any financial activity engaged in by
the Firm or in which the Firm reasonably expects to engage (“Firm Activities”). For the avoidance of doubt, Firm Activities include any activity that requires the same or similar skills as any financial activity engaged in by the Firm or
in which the Firm reasonably expects to engage, irrespective of whether any such financial activity is in furtherance of an advisory, agency, proprietary or fiduciary undertaking. 

The enterprises covered by this definition include enterprises that offer, hold themselves out as offering or reasonably may be expected to
offer Firm Products or Services, or engage in, hold themselves out as engaging in or reasonably may be expected to engage in Firm Activities directly, as well as those that do so indirectly by ownership or control (e.g., by owning, being
owned by or by being under common ownership with an enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm Products or Services or that engages in, holds itself out as engaging in or reasonably may be
expected to engage in Firm Activities). The definition of Covered Enterprise includes, solely by way of example, any enterprise that offers, holds itself out as offering or reasonably may be expected to offer any product or service, or engages in,
holds itself out as engaging in or reasonably may be expected to engage in any activity, in any case, associated with investment banking; public or private finance; lending; financial advisory services; private investing for anyone other than you or
your family members (including, for the avoidance of doubt, any type of proprietary investing or trading); private wealth management; private banking; consumer or commercial cash management; consumer, digital or commercial banking; merchant banking;
asset, portfolio or hedge fund management; insurance or reinsurance underwriting or brokerage; property management; or securities, futures, commodities, energy, derivatives, currency or digital asset brokerage, sales, lending, custody, clearance,
settlement or trading. An enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm Products or Services, or engages in, holds itself out as engaging in or reasonably may be expected to engage in Firm
Activities is a Covered Enterprise, irrespective of whether the enterprise is a customer, client or counterparty of the Firm or is otherwise associated with the Firm and, because the Firm is a global enterprise, irrespective of where the Covered
Enterprise is physically located. 

  
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 (d)    “Determination Date” means the date specified on
your Award Statement as the date on which the Committee will determine whether or not, and to what extent, the Performance Goal was achieved for the Performance Period. 

(e)    [“Dividend Equivalent Payments” means any payments made in respect of Dividend Equivalent Rights.]

 (f)    “FDIC” means the Federal Deposit Insurance Corporation or any successor thereto. 

(g)    “Failed to Consider Risk” means that you participated (or otherwise oversaw or were responsible
for, depending on the circumstances, another individual’s participation) 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. 

(h)    “Performance Goal” means the performance goal determined by the Committee that is specified on
your Award Statement. 
 (i)    “Performance Period” means the performance period determined by the
Committee that is specified on your Award Statement. 
 (j)    “Qualifying Termination After a Change in
Control” means that the Firm terminates your Employment other than for Cause or you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control. 

(k)    [“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002, as amended.] 

(l)    “SEC” means the U.S. Securities and Exchange Commission. 

(m)    “Selected Firm Personnel” means any individual who is or in the three months preceding the conduct
prohibited by Paragraph 9(a)(ii) was (i) a Firm employee or consultant with whom you personally worked while employed by the Firm, (ii) a Firm employee or consultant who, at any time during the year preceding the date of the termination of
your Employment, worked in the same division in which you worked or (iii) an Advisory Director, a Managing Director or a Senior Advisor of the Firm. 

(n)    “Settlement Amount” means an amount deliverable to you in respect of your PSUs (determined as
described in the Award Statement). 
 (o)    “Settlement Date” means the date that is specified on your
Award Statement as the date on which the Settlement Amount will be delivered, provided, unless the Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading day of
the first Window Period beginning after such date. 
 (p)    “Share” means a share of Common Stock.

 (q)    “Shares at Risk” means Shares that are subject to Transfer Restrictions. 

  
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 The following capitalized terms are used in this Award Agreement with the meanings that are assigned to
them in the Plan: 
 (a)    “Account” means any brokerage account, custody account or similar
account, as approved or required by GS Inc. from time to time, into which shares of Common Stock, cash or other property in respect of an Award are delivered. 

(b)    “Award Agreement” means the written document or documents by which each Award is evidenced,
including any related Award Statement and signature card. 
 (c)    “Award Statement” means a written
statement that reflects certain Award terms. 
 (d)    “Board” means the Board of Directors of GS Inc.

 (e)    “Business Day” means any day other than a Saturday, a Sunday or a day on which banking
institutions in New York City are authorized or obligated by Federal law or executive order to be closed. 

(f)    “Cause” means (i) the Grantee’s conviction, whether following trial or by plea of guilty
or nolo contendere (or similar plea), in a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or
(B) on a felony charge, or (C) on an equivalent charge to those in clauses (A) and (B) in jurisdictions which do not use those designations, (ii) the Grantee’s engaging in any conduct which constitutes an employment
disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the Grantee’s willful failure to perform the Grantee’s duties to the Firm, (iv) the Grantee’s violation of
any securities or commodities laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or association of which the Firm is a member, (v) the Grantee’s violation of
any Firm policy concerning hedging or pledging or confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time, (vi) the Grantee’s engaging in any act or making
any statement which impairs, impugns, denigrates, disparages or negatively reflects upon the name, reputation or business interests of the Firm or (vii) the Grantee’s engaging in any conduct detrimental to the Firm. The determination as to
whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of
Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee or at law or in
equity. 
 (g)    “Certificate” means a stock certificate (or other appropriate document or evidence of
ownership) representing shares of Common Stock. 
 (h)    “Change in Control” means the consummation of
a merger, consolidation, statutory share exchange or similar form of corporate transaction involving GS Inc. (a “Reorganization”) or sale or other disposition of all or substantially all of GS Inc.’s assets to an entity that is not an
affiliate of GS Inc. (a “Sale”), that in each case requires the approval of GS Inc.’s shareholders under the law of GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of
securities of GS Inc. in such Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (i) at least 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an
entity other than a corporation) of (A) the entity resulting from such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the “Surviving Entity”), or
(B) if applicable, the ultimate parent entity that directly or indirectly has beneficial 

  
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ownership (within the meaning of Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the adoption of the 1999 SIP) of 50% or more
of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”) is represented by GS Inc.’s securities (the
“GS Inc. Securities”) that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such GS Inc. Securities were converted pursuant to such Reorganization or Sale) or
(ii) at least 50% of the members of the board of directors (or similar officials in the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the
Reorganization or Sale were, at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale, individuals (the “Incumbent Directors”) who either (A) were members of the
Board on the Effective Date or (B) became directors subsequent to the Effective Date and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors
then on the Board (either by a specific vote or by approval of GS Inc.’s proxy statement in which such persons are named as nominees for director). 

(i)    “Client” means any client or prospective client of the Firm to whom the Grantee provided services,
or for whom the Grantee transacted business, or whose identity became known to the Grantee in connection with the Grantee’s relationship with or employment by the Firm. 

(j)    “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable
rulings and regulations thereunder. 
 (k)    “Committee” means the committee appointed by the Board to
administer the Plan pursuant to Section 1.3, and, to the extent the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered “performance based” compensation under
Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more members, each of whom is an “outside director” within the meaning of Code Section 162(m), and which, to the extent the Board
determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act,
shall be a committee or subcommittee of the Board composed of two or more members, each of whom is a “non-employee director” within the meaning of Rule 16b-3.
Unless otherwise determined by the Board, the Committee shall be the Compensation Committee of the Board. 

(l)    “Common Stock” means common stock of GS Inc., par value $0.01 per share. 

(m)    “Competitive Enterprise” means an existing or planned business enterprise that (i) engages,
or may reasonably be expected to engage, in any activity; (ii) owns or controls, or may reasonably be expected to own or control, a significant interest in any entity that engages in any activity or (iii) is, or may reasonably be expected
to be, owned by, or a significant interest in which is, or may reasonably be expected to be, owned or controlled by, any entity that engages in any activity that, in any case, competes or will compete anywhere with any activity in which the Firm is
engaged. The activities covered by this definition include, without limitation: financial services such as investment banking; public or private finance; lending; financial advisory services; private investing for anyone other than the Grantee and
members of the Grantee’s family (including for the avoidance of doubt, any type of proprietary investing or trading); private wealth management; private banking; consumer or commercial cash management; consumer, digital or commercial banking;
merchant banking; asset, portfolio or hedge fund management; insurance or reinsurance underwriting or brokerage; property management; or securities, futures, commodities, energy, derivatives, currency or digital asset brokerage, sales, lending,
custody, clearance, settlement or trading. 

  
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 (n)    “Covered Person” means a member of the Board or
the Committee or any employee of the Firm. 
 (o)    “Date of Grant” means the date specified in the
Grantee’s Award Agreement as the date of grant of the Award. 
 (p)    “Dividend Equivalent Right”
means a dividend equivalent right granted under the Plan, which represents an unfunded and unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares of Common Stock covered
by an Award if such shares had been delivered pursuant to an Award. 
 (q)    “Effective Date” means
the date this Plan is approved by the shareholders of GS Inc. pursuant to Section 3.15 of the Plan. 

(r)    “Employment” means the Grantee’s performance of services for the Firm, as determined by the
Committee. The terms “employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (i) whether and when a Grantee’s leave of absence results in a termination of
Employment (for this purpose, unless the Committee determines otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (ii) whether and when a change in a Grantee’s association
with the Firm results in a termination of Employment and (iii) the impact, if any, of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references in the Plan or any Award
Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary terminations. 

(s)    “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the
applicable rules and regulations thereunder. 
 (t)    “Extended Absence” means the Grantee’s
inability to perform for six (6) continuous months, due to illness, injury or pregnancy-related complications, substantially all the essential duties of the Grantee’s occupation, as determined by the Committee. 

(u)    “Firm” means GS Inc. and its subsidiaries and affiliates. 

(v)    “Good Reason” means, in connection with a termination of employment by a Grantee following a
Change in Control, (a) as determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s responsibilities from those in effect immediately prior to the Change in
Control or (b) the Firm’s requiring the Grantee’s principal place of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time of the Change in Control
(except for required travel on the Firm’s business to an extent substantially consistent with the Grantee’s customary business travel obligations in the ordinary course of business prior to the Change in Control). 

(w)    “Grantee” means a person who receives an Award. 

(x)    “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto. 

(y)    “1999 SIP” means The Goldman Sachs 1999 Stock Incentive Plan, as in effect prior to the effective
date of the 2003 SIP. 

  
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 (z) “Outstanding” means any Award to the extent it has not been forfeited,
cancelled, terminated, exercised or with respect to which the shares of Common Stock underlying the Award have not been previously delivered or other payments made. 

(aa)    “Restricted Share” means a share of Common Stock delivered under the Plan that is subject to
Transfer Restrictions, forfeiture provisions and/or other terms and conditions specified herein and in the Restricted Share Award Agreement or other applicable Award Agreement. All references to Restricted Shares include “Shares at Risk.”

 (bb)    “RSU” means a restricted stock unit granted under the Plan, which represents an unfunded and
unsecured promise to deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement. 

(cc)    “Section 409A” means 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. 

(dd)    “SIP Administrator” means each person designated by the Committee as a “SIP
Administrator” with the authority to perform day-to-day administrative functions for the Plan. 

(ee)    “SIP Committee” means the persons who have been delegated certain authority under the Plan by the
Committee. 
 (ff)    “Solicit” means any direct or indirect communication of any kind whatsoever,
regardless of by whom initiated, inviting, advising, suggesting, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action. 

(gg)    [“Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer,
assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other
property delivered in respect of an Award.] 
 (hh)    [“Transferability Date” means the date Transfer
Restrictions on a Restricted Share will be released. Within 30 Business Days after the applicable Transferability Date, GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove Transfer Restrictions.] 

(ii)    “Vested” means, with respect to an Award, the portion of the Award that is not subject to a
condition that the Grantee remain actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or otherwise indicate that the Grantee has an unconditional or nonforfeitable right to
such Award, and such Award shall remain subject to such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement. 

(jj)    “Window Period” means a period designated by the Firm during which all employees of the Firm are
permitted to purchase or sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different restrictions, the Window Period may be a period designated by the Firm during
which an employee of the Firm in such designated group is permitted to purchase or sell shares of Common Stock). 

  
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