EX-10.3



 





Exhibit 10.3



THE GOLDMAN SACHS AMENDED AND RESTATED

STOCK INCENTIVE PLAN

[20_] YEAR-END RESTRICTED STOCK AWARD




This Award Agreement sets forth the terms and conditions of the [20   ] Year-End Award (this
“Award”) of Restricted Shares granted to you under The Goldman Sachs Amended and Restated Stock
Incentive Plan (the “Plan”).



1. The Plan. This Award is made pursuant to the Plan, the terms of which
are incorporated in this Award Agreement. Capitalized terms used in this Award Agreement that are
not defined in this Award Agreement have the meanings as used or defined in the Plan. References
in this Award Agreement to any specific Plan provision shall not be construed as limiting the
applicability of any other Plan provision.



2. Award.



(a) Form of Award. This [20   ] Year-End Award is made up of Restricted
Shares (“[20   ] Year-End Restricted Shares”) in the number specified on your Award Statement. A
Restricted Share is a share of Common Stock (a “Share”) delivered under the Plan that is subject to
certain transfer restrictions and other terms and conditions described in this Award Agreement and
the stock power in the form attached to the Award Agreement (“Stock Power”).



(b) Certain Conditions Precedent. Your [20   ] Year-End Restricted
Shares are expressly conditioned on your executing the related signature card and Stock Power and
returning them to the address designated on the signature card and/or by the method designated on
the signature card by the date specified. unless otherwise determined by the Committee, your
failure to meet these conditions will result in the cancellation of your [20   ] Year-end restricted
stock Award. Your [20   ] year-end restricted stock Award is subject to all terms, conditions and
provisions of the Plan and this Award Agreement, including, without limitation, the arbitration and
choice of forum provisions set forth in Paragraph 14. By executing the Stock Power and
the related signature card (which, among other things, opens the custody account referred to in
Paragraph 3(b) if you have not done so already) you will have confirmed your acceptance of
all of the terms and conditions of this Award Agreement.



3. Vesting; Date of Grant of [20   ] Year-End Restricted Shares.



(a) Vesting. You shall be Vested in the number or percentage of your
[20   ] Year-End Restricted Shares specified next to such Vesting Date on the Award Statement (which
may be rounded to avoid fractional Shares). Except as provided in this Paragraph 3 and in
Paragraphs 4, 5, 6, 7, 11 and 12, you shall become Vested in your remaining Year-End Restricted
Shares in the number or percentage of [20   ] Year-End Restricted Shares specified next to the
relevant Vesting Date on the Award Statement (which may be rounded to avoid fractional Shares).
While continued active Employment is not required in order for your [20   ] Year-End Restricted
Shares that are or become Vested to become fully transferable without risk of forfeiture, all other
terms and conditions of this Award Agreement (including the Transfer Restrictions described in
Paragraph 3(c)) shall continue to apply to such Vested [20   ] Year-End Restricted Shares, and
failure to meet such terms and conditions may result in the forfeiture of all of your rights in
respect of the [20   ] Year-End Restricted Shares and their return to GS Inc. and the cancellation
of this Award.



 









 





(b) Date of Grant. The date on which your [20   ] Year-End Restricted Shares
will be granted and on which you shall become the record owner of the [20   ] Year-End Restricted
Shares, subject to the conditions of this Award Agreement, will be as stated on your Award
Statement. Except as provided in this Paragraph 3 and in Paragraphs 2, 8, 11 and 12, the [20   ]
Year-End Restricted Shares shall be delivered to a custody account approved by the Firm in
accordance with the Signature Card and shall be subject to the Transfer Restrictions described in
Paragraph 3(c).



(c) Transfer Restrictions. Except as provided in Paragraphs [3(d)][3(e)],
4, 8, and 11, until the date specified on your Award Statement as the “Transferability Date”: (i)
your [20   ] Year-End Restricted Shares shall not be permitted to be sold, exchanged, transferred,
assigned, pledged, hypothecated, fractionalized, hedged or otherwise disposed of (including through
the use of any cash-settled instrument), whether voluntarily or involuntarily by you (the “Transfer
Restrictions”), and any purported sale, exchange, transfer, assignment, pledge, hypothecation,
fractionalization, hedge or other disposition in violation of the Transfer Restrictions shall be
void; and (ii) if and to the extent your [20   ] Year-End Restricted Shares are certificated, the
certificates representing your [20   ] Year-End Restricted Shares shall bear a legend specifying
that your [20   ] Year-End Restricted Shares are subject to the restrictions described in this Award
Agreement and Stock Power, and GS Inc. in any case may advise its transfer agent to place a stop
order against any transfer of your [20   ] Year-End Restricted Shares not in compliance with such
Transfer Restrictions. Within 30 Business Days after the Transferability Date (or any other date
described herein that the Transfer Restrictions are removed), GS Inc. shall take, or shall cause to
be taken, such steps as may be necessary to remove the Transfer Restrictions in respect of any of
your [20   ] Year-End Restricted Shares that have not been previously forfeited.



[(d) Escrow. Pending receipt of any consents deemed necessary or appropriate by the
Firm, your [20   ] Year-End Restricted Shares initially may be delivered into an escrow account
meeting such terms and conditions as may be determined by the Firm. Any such escrow arrangement
shall, unless otherwise determined by the Firm, provide that (i) the escrow agent shall have the
exclusive authority to vote such Shares while held in escrow and (ii) dividends paid on Shares held
in escrow may be accumulated and shall be paid as determined by GS Inc. in its discretion. By
accepting your [20   ] Year-End Award, you have agreed to execute such documents and take such steps
as may be deemed necessary or appropriate by the Firm to establish and maintain any such escrow
account.]



[(d)][(e)]  Death. Notwithstanding any other provision of this Award Agreement, if
you die prior to the Transferability Date with respect to your [20   ] Year-End Restricted Shares,
any portion of such [20   ] Year-End Restricted Shares not then Vested, shall Vest and, as soon as
practicable after the date of death and after such documentation as may be requested by the
Committee is provided to the Committee, the Transfer Restrictions then applicable to your [20   ]
Year-End Restricted Shares shall be removed.



4. Termination of Employment. Unless the Committee determines otherwise,
and except as provided in Paragraphs [3(d)][3(e)], 7, 8 and 11, if your Employment terminates for
any reason or you otherwise are no longer actively employed with the Firm: (i) the Transfer
Restrictions shall continue to apply to your Vested [20   ] Year-End Restricted Shares until the
Transferability Date in accordance with Paragraph 3(c) hereof and (ii) you immediately shall
forfeit all of your rights in respect of your [20   ] Year-End Restricted Shares that had not yet
become Vested immediately prior to your termination of Employment, and any such [20   ] Year-End
Restricted Shares immediately shall be returned to GS Inc.



5. Forfeiture of [20   ] Year-End Restricted Shares. Unless the Committee
determines otherwise, and except as provided in Paragraphs 7 and 8, your rights in respect of all
of your [20   ] Year-End Restricted Shares (whether or not Vested) shall immediately be forfeited,
such Shares



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immediately shall be returned to GS Inc and this Award immediately shall be cancelled, if,
before the Transferability Date:




(i) you attempt to have any dispute under the Plan or this Award Agreement resolved in
any manner that is not provided for by Paragraph 14 or Section 3.17 of the Plan;




(ii) any event that constitutes Cause has occurred;




(iii) you, in any manner, directly or indirectly, (A) Solicit any Client to transact
business with a Competitive Enterprise or to reduce or refrain from doing any business with
the Firm, (B) interfere with or damage (or attempt to interfere with or damage) any
relationship between the Firm and any Client, (C) Solicit any person who is an employee of
the Firm to resign from the Firm or to apply for or accept employment with any Competitive
Enterprise or (D) on behalf of yourself or any person or Competitive Enterprise hire, or
participate in the hiring of, any Selected Firm Personnel or identify, or participate in the
identification of, Selected Firm Personnel for potential hiring, whether as an employee or
consultant or otherwise;




(iv) you fail to certify to GS Inc., in accordance with procedures established by the
Committee, that you have complied, or the Committee determines that you in fact have failed
to comply, with all the terms and conditions of the Plan and this Award Agreement. On the
Transferability Date, you shall be deemed to have represented and certified that you have
complied with all the terms and conditions of the Plan and this Award Agreement;




(v) the Committee determines that you failed to meet, in any respect, any obligation
you may have under any agreement between you and the Firm, or any agreement entered into in
connection with your Employment with the Firm, including, without limitation, any offer
letter, employment agreement or any shareholders’ agreement to which other similarly
situated employees of the Firm are a party; or




(vi) as a result of any action brought by you, it is determined that any of the terms
or conditions for the expiration of the Transfer Restrictions with respect to this Award are
invalid.



For purposes of the foregoing, the term “Selected Firm Personnel” means: (i) any Firm employee or
consultant (A) with whom you personally worked while employed by the Firm, or (B) who at any time
during the year immediately preceding your termination of Employment with the Firm, worked in the
same division in which you worked; and (ii) any Managing Director of the Firm.



6. Repayment and Forfeiture. The provisions of Section 2.5.2 of the Plan
(which require Award recipients to repay to the Firm the value of [20   ] Year-End Restricted Shares
that Vest, without reduction for related withholding tax, if the Committee determines that all
terms and conditions of this Award Agreement were not satisfied) shall apply to this Award, except
that if the condition that was not satisfied would have resulted in the Transfer Restrictions not
being removed, then the Fair Market Value of the Shares shall be determined as of the
Transferability Date (or any earlier date that the Transfer Restrictions were removed).



7. Extended Absence, Retirement and Downsizing.



(a) Notwithstanding any other provision of this Award Agreement, but subject to
Paragraph 7(b), in the event of the termination of your Employment (determined as described in
Section 1.2.19 of the Plan) by reason of Extended Absence or Retirement, the condition set forth in
Paragraph 4 shall be waived with respect to any [20   ] Year-End Restricted Shares that had not been
forfeited and had not yet become Vested immediately prior to such termination of Employment (as a result of
which such [20    ] Year-End Restricted Shares shall become Vested), but all other conditions of this
Award Agreement shall continue to apply.



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(b) Without limiting the application of Paragraph 5, you shall forfeit immediately
all of your rights in respect of your [20   ] Year-End Restricted Shares that become Vested in
accordance with Paragraph 7(a) (and such Shares shall be returned to GS Inc and this Award
cancelled), if prior to the original Vesting Date with respect to such [20   ] Year-End Restricted
Shares, you (i) form, or acquire a 5% or greater equity ownership, voting or profit participation
interest in, any Competitive Enterprise, or (ii) associate in any capacity (including, but not
limited to, association as an officer, employee, partner, director, consultant, agent or advisor)
with any Competitive Enterprise. Notwithstanding the foregoing, unless otherwise determined by the
Committee in its discretion, this Paragraph 7(b) will not apply if your termination of Employment
by reason of Extended Absence or Retirement is characterized by the Firm as “involuntary” or by
“mutual agreement” other than for Cause and if you execute such a general waiver and release of
claims and an agreement to pay any associated tax liability, both as may be prescribed by the Firm
or its designee. No termination of Employment initiated by you, including any termination claimed
to be a “constructive termination” or the like or a termination for good reason, will constitute an
“involuntary” termination of Employment or a termination of Employment by “mutual agreement.”



(c) Notwithstanding any other provision of this Award Agreement and subject to your
executing such general waiver and release of claims and an agreement to pay any associated tax
liability, both as may be prescribed by the Firm or its designee, if your Employment is terminated
without Cause solely by reason of a “downsizing,” the condition set forth in Paragraph 4 shall be
waived with respect to your [20   ] Year-End Restricted Shares that had not been forfeited and had
not yet become Vested immediately prior to such termination of Employment (as a result of which
such [20   ] Year-End Restricted Shares shall become Vested), but all other conditions of this Award
Agreement shall continue to apply. Whether or not your Employment is terminated solely by reason
of a “downsizing” shall be determined by the Firm in its sole discretion. No termination of
Employment initiated by you, including any termination claimed to be a “constructive termination”
or the like or a termination for good reason, will be solely by reason of a “downsizing.”



8. Change in Control. Notwithstanding anything to the contrary in this
Award Agreement, in the event a Change in Control shall occur and within 18 months thereafter the
Firm terminates your Employment without Cause or you terminate your Employment for Good Reason, all
of your [20   ] Year-End Restricted Shares that had not been forfeited shall be deemed Vested and
all Transfer Restrictions and risks of forfeiture with respect to your [20   ] Year-End Restricted
Shares, whether or not Vested, shall be removed.



9. Dividends. [Except as provided in Paragraph 3(d), y] [Y]ou shall be
entitled to receive on a current basis any regular cash dividend paid by GS, Inc. in respect of
your [20   ] Year-End Restricted Shares that have not been forfeited, whether or not then Vested.



10. Tax Withholding; Election Under Code Section 83(b).



(a) The delivery of Shares and the removal of the Transfer Restrictions are
conditioned on your satisfaction of any applicable withholding taxes in accordance with Section 3.2
of the Plan.



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(b) You acknowledge, understand and agree that:




(i) With respect to the [20   ] Year-End Restricted Shares, you may file an election
with the Internal Revenue Service within 30 days of the grant of your [20   ] Year-End
Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on
the fair market value of your [20   ] Year-End Restricted Shares on the Date of Grant. This
will result in your recognition of taxable income on the Grant Date equal to such fair
market value (but will not affect the Vesting of your [20   ] Year-End Restricted Shares or
the removal of the Transfer Restrictions). Absent such an election, you will measure and
recognize taxable income at the times on which your [20   ] Year-End Restricted Shares become
Vested. You are strongly encouraged to seek the advice of your own tax consultant in
connection with this Award and the advisability of filing an election under Section 83(b) of
the Code. A form of election under Section 83(b) is attached for your reference as
Exhibit A.




(ii) Any taxes paid as a result of the filing of the Section 83(b) election might not
be recovered if any [20   ] Year-End Restricted Shares are forfeited pursuant to the
provisions of this Agreement.




(iii) It is your sole responsibility and not that of the Firm to timely file any
election under Section 83(b) of the Code, even if you request that the Firm or its
representative make a filing on your behalf (although the Firm may agree to make this
filing on your behalf).




(iv) You will notify the Firm within 10 days of filing any such election.



11. Certain Additional Terms, Conditions and Agreements.



(a) If you are or become a Managing Director, your rights in respect of the [20   ]
Year-End Restricted Shares are conditioned on your becoming a party to any shareholders’ agreement
to which other similarly situated employees of the Firm are a party.



(b) Your rights in respect of your [20   ] Year-End Award are conditioned on the
receipt to the full satisfaction of the Committee of any required consents (as described in Section
3.3 of the Plan) that the Committee may determine to be necessary or advisable.



(c) You understand and agree, in accordance with Section 3.3 of the Plan, by
accepting this Award you have expressly consented to all of the items listed in Section 3.3.3(d) of
the Plan, which are incorporated herein by reference.



(d) You understand and agree, in accordance with Section 3.22 of the Plan, by
accepting this Award you have agreed to be subject to the Firm’s policies in effect from time to
time concerning trading in Shares and hedging or pledging Shares and equity-based compensation or
other awards (including, without limitation, the Firm’s “Policies With Respect to Transactions
Involving GS Shares, Equity Awards and GS Options by Persons Affiliated with GS Inc.”), and
confidential or proprietary information, and to effect sales of Shares delivered to you in respect
of your [20   ] Year-End Award in accordance with such rules and procedures as may be adopted from
time to time with respect to sales of such Shares (which may include, without limitation,
restrictions relating to the timing of sale requests, the manner in which sales are executed,
pricing method, consolidation or aggregation of orders and volume limits determined by the Firm).
In addition, unless otherwise determined by the Firm, you understand and agree that you shall be
responsible for all costs and other fees or expenses associated with your [20   ] Year-End Award,
including, without limitation, such custodial costs or other fees or expenses in connection with
the sale of Shares delivered to you hereunder.



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(e) In addition to the legend specified under Paragraph 3(c), GS Inc. may affix to
Certificates representing Shares issued pursuant to this Award Agreement any legend that the
Committee determines to be necessary or advisable (including to reflect any restrictions to which
you may be subject under a separate agreement with GS Inc.). GS Inc. may advise the transfer agent
to place a stop order against any legended Shares.



(f) Without limiting the application of Paragraph 5, if:




(i) your Employment with the Firm terminates solely because you resigned to accept
employment at a governmental agency, self-regulatory organization, or other employer and as
a result of such new employment the Firm determines that your continued holding of your
[20   ] Year-End Restricted Shares would violate standards of ethical conduct applicable to
you (“Conflicted Employment”); or




(ii) following your termination of Employment other than described in Paragraph
11(f)(i), you notify the Firm that you have accepted or intend to accept Conflicted
Employment at a time when you continue to hold [20   ] Year-End Restricted Shares that are
Vested but are still subject to Transfer Restrictions;



then, in the case of Paragraph 11(f)(i) above, the condition set forth in Paragraph 4 shall be
waived with respect to any [20   ] Year-End Restricted Shares you then hold that had not yet become
Vested or been forfeited (as a result of which such [20   ] Year-End Restricted Shares shall become
Vested) and, in the cases of Paragraph 11(f)(i) and 11(f)(ii) above, all Transfer Restrictions and
all forfeiture provisions related to all Vested [20   ] Restricted Shares shall be removed, in each
case as soon as practicable after the Committee has received satisfactory documentation relating to
your Conflicted Employment. Notwithstanding anything else herein, the [20   ] Restricted Shares
shall become Vested and/or transferable as a result of this Paragraph only at such time and if and
to the extent as would not result in the imposition of any additional tax under Section 409A of the
Code.



12. Right of Offset. The Firm may exercise its right of offset under
Section 3.4 of the Plan by conditioning the removal of the Transfer Restrictions on your
satisfaction of your obligations to the Firm in a manner deemed appropriate by the Committee,
including by the application of some or all of your [20   ] Year-End Restricted Shares.



13. Amendment. The Committee reserves the right at any time to amend the
terms and conditions set forth in this Award Agreement, and the Board may amend the Plan in any
respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(g) and 3.1 of
the Plan, no such amendment shall materially adversely affect your rights and obligations under
this Award Agreement without your consent; and provided, further, that the Committee expressly
reserves its rights to amend the Award Agreement and the Plan as described in Sections 1.3.2(h)(1),
(2) and (4) of the Plan. Any amendment of this Award Agreement shall be in writing signed by an
authorized member of the Committee or a person or persons designated by the Committee.



14. Arbitration; Choice of Forum. BY ACCEPTING THIS AWARD, YOU UNDERSTAND
AND AGREE THAT THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE
PLAN, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND WHICH, AMONG OTHER THINGS, PROVIDE
THAT ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR
CONCERNING THE PLAN OR THIS AWARD AGREEMENT SHALL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY, PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN, SHALL APPLY.



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15. Non-transferability. Except as otherwise may be provided by the
Committee, and without limiting Paragraph 3(c) hereof, the limitations on transferability set forth
in Section 3.5 of the Plan shall apply to this Award. Any purported transfer or assignment in
violation of the provisions of this Paragraph 15 or Section 3.5 of the Plan shall be void.



16. Governing Law. THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS.



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



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



	 	 	 	 	 	 	 
	 	 	THE GOLDMAN SACHS GROUP, INC.
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	[Name]	 	 
	 

	 	Title:
	 	[Title]	 	 






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 [ATTACHMENT]

STOCK POWER




[Name of grantee] hereby assigns and transfers unto The Goldman Sachs Group, Inc. (“GS, Inc.”)
restricted shares of common stock of GS, Inc., par value $0.01 per share, on the books of GS, Inc.
represented by Certificate No.    herewith and does hereby irrevocably constitute and appoint
[ l ] attorney to transfer said stock certificate on the books of GS, Inc. with full power of
substitution in the premises.



Dated:                    , [20__]



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	[Name of grantee]	 	 






	 	 	 	 	 
	IN THE PRESENCE OF:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 	 	 






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EXHIBIT A



ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986




Pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and Treasury
Regulation 1.83-2, the undersigned taxpayer hereby elects to include in taxpayer’s gross income or
alternative minimum taxable income, as the case may be, the excess, if any, of the fair market
value of the Property (as hereinafter defined) at the time of transfer over the amount the taxpayer
paid for such Property. The following information is furnished in accordance with Treasury
Regulation Section 1.83-2(e).





	1.	 	The name, address, taxpayer identification number and taxable year of the undersigned are as
follows:





	 	 	 	 	 
	 

	 	Name of Taxpayer:
	 	Spouse:
	 

	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 

	 	Social Security No. of Taxpayer
	 	Spouse:








	2.	 	The property with respect to which the election is made (the “Property”) is                     shares of the Common Stock of The Goldman Sachs Group, Inc. (the “Company”).
	 
	3.	 	The election is made for the 20      calendar year with respect to the Property. The date on
which the property was transferred is [ l, 20     ].
	 
	4.	 	The Property is subject to the following restrictions: the Shares may not be transferred and
may be forfeited if the Taxpayer ceases to be employed by the Company under certain
circumstances. These restrictions lapse upon the satisfaction of certain conditions contained
in the relevant agreement.
	 
	5.	 	The fair market value at the time of transfer, determined without regard to any restriction
other than a restriction which by its terms will never lapse, of such Property is:
$                                        .
	 
	6.	 	The amount (if any) paid for the Property was $                                        .





The undersigned has submitted a copy of this statement to the person for whom the services
were performed in connection with the undersigned’s receipt of the above-described Property.
The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner.



	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Taxpayer






The undersigned spouse of taxpayer joins in this election.



	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Spouse







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