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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/14 Goldman Sachs Group Inc 10-K 12/31/13 149:37M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.03M
2: EX-10.22 Material Contract HTML 47K
3: EX-10.33 Material Contract HTML 78K
4: EX-10.36 Material Contract HTML 101K
5: EX-10.37 Material Contract HTML 85K
6: EX-10.38 Material Contract HTML 81K
7: EX-10.39 Material Contract HTML 90K
8: EX-10.40 Material Contract HTML 69K
9: EX-10.41 Material Contract HTML 73K
10: EX-10.42 Material Contract HTML 78K
11: EX-10.43 Material Contract HTML 62K
13: EX-21.1 Subsidiaries List HTML 54K
14: EX-23.1 Consent of Experts or Counsel HTML 34K
17: EX-99.1 Miscellaneous Exhibit HTML 37K
18: EX-99.2 Miscellaneous Exhibit HTML 35K
12: EX-12.1 Statement re: Computation of Ratios HTML 54K
15: EX-31.1 Certification -- §302 - SOA'02 HTML 46K
16: EX-32.1 Certification -- §906 - SOA'02 HTML 37K
102: R1 Document and Entity Information HTML 64K
79: R2 Consolidated Statements of Earnings HTML 121K
96: R3 Consolidated Statements of Comprehensive Income HTML 59K
107: R4 Consolidated Statements of Financial Condition HTML 135K
136: R5 Consolidated Statements of Financial Condition HTML 83K
(Parenthetical)
83: R6 Consolidated Statements of Changes in HTML 106K
Shareholders' Equity
95: R7 Consolidated Statements of Cash Flows HTML 162K
72: R8 Description of Business HTML 42K
60: R9 Basis of Presentation HTML 39K
138: R10 Significant Accounting Policies HTML 83K
109: R11 Financial Instruments Owned, at Fair Value and HTML 86K
Financial Instruments Sold, But Not Yet Purchased,
at Fair Value
108: R12 Fair Value Measurements HTML 65K
116: R13 Cash Instruments HTML 324K
117: R14 Derivatives and Hedging Activities HTML 554K
113: R15 Fair Value Option HTML 292K
118: R16 Collateralized Agreements and Financings HTML 148K
97: R17 Securitization Activities HTML 103K
103: R18 Variable Interest Entities HTML 169K
111: R19 Other Assets HTML 51K
148: R20 Goodwill and Identifiable Intangible Assets HTML 113K
128: R21 Deposits HTML 60K
89: R22 Short-Term Borrowings HTML 56K
110: R23 Long-Term Borrowings HTML 125K
92: R24 Other Liabilities and Accrued Expenses HTML 50K
49: R25 Commitments, Contingencies and Guarantees HTML 129K
130: R26 Shareholders' Equity HTML 112K
143: R27 Regulation and Capital Adequacy HTML 84K
66: R28 Earnings Per Common Share HTML 55K
65: R29 Transactions with Affiliated Funds HTML 50K
70: R30 Interest Income and Interest Expense HTML 61K
71: R31 Income Taxes HTML 114K
73: R32 Business Segments HTML 169K
36: R33 Credit Concentrations HTML 54K
126: R34 Legal Proceedings HTML 89K
87: R35 Employee Benefit Plans HTML 41K
90: R36 Employee Incentive Plans HTML 99K
54: R37 Parent Company HTML 145K
147: R38 Significant Accounting Policies (Policies) HTML 242K
25: R39 Financial Instruments Owned, at Fair Value and HTML 85K
Financial Instruments Sold but not yet Purchased,
at Fair Value (Tables)
76: R40 Fair Value Measurements (Tables) HTML 53K
134: R41 Cash Instruments (Tables) HTML 293K
51: R42 Derivatives and Hedging Activities (Tables) HTML 511K
64: R43 Fair Value Option (Tables) HTML 253K
69: R44 Collateralized Agreements and Financings (Tables) HTML 139K
80: R45 Securitization Activities (Tables) HTML 92K
35: R46 Variable Interest Entities (Tables) HTML 150K
59: R47 Other Assets (Tables) HTML 46K
28: R48 Goodwill and Identifiable Intangible Assets HTML 101K
(Tables)
132: R49 Deposits (Tables) HTML 57K
50: R50 Short-Term Borrowings (Tables) HTML 54K
127: R51 Long-Term Borrowings (Tables) HTML 120K
55: R52 Other Liabilities and Accrued Expenses (Tables) HTML 49K
77: R53 Commitments, Contingencies and Guarantees (Tables) HTML 98K
27: R54 Shareholders' Equity (Tables) HTML 107K
32: R55 Regulation and Capital Adequacy (Tables) HTML 55K
68: R56 Earnings Per Common Share (Tables) HTML 52K
41: R57 Transactions with Affiliated Funds (Tables) HTML 49K
139: R58 Interest Income and Interest Expense (Tables) HTML 60K
85: R59 Income Taxes (Tables) HTML 114K
114: R60 Business Segments (Tables) HTML 165K
58: R61 Credit Concentrations (Tables) HTML 50K
62: R62 Employee Incentive Plans (Tables) HTML 97K
124: R63 Parent Company (Tables) HTML 147K
119: R64 Significant Accounting Policies (Details) HTML 45K
88: R65 Financial Instruments Owned, at Fair Value and HTML 75K
Financial Instruments Sold, But Not Yet Purchased,
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122: R66 Fair Value Measurements (Details) HTML 56K
56: R67 Cash Instruments (Details) HTML 84K
93: R68 Cash Instruments (Details 1) HTML 115K
142: R69 Cash Instruments (Details 2) HTML 41K
31: R70 Cash Instruments (Details 3) HTML 112K
48: R71 Cash Instruments (Details 4) HTML 52K
78: R72 Cash Instruments (Details Textual) HTML 66K
39: R73 Derivatives and Hedging Activities (Details) HTML 48K
146: R74 Derivatives and Hedging Activities (Details 1) HTML 135K
52: R75 Derivatives and Hedging Activities (Details 2) HTML 101K
43: R76 Derivatives and Hedging Activities (Details 3) HTML 99K
47: R77 Derivatives and Hedging Activities (Details 4) HTML 89K
33: R78 Derivatives and Hedging Activities (Details 5) HTML 45K
37: R79 Derivatives and Hedging Activities (Details 6) HTML 84K
104: R80 Derivatives and Hedging Activities (Details 7) HTML 44K
45: R81 Derivatives and Hedging Activities (Details 8) HTML 81K
140: R82 Derivatives and Hedging Activities (Details 9) HTML 41K
74: R83 Derivatives and Hedging Activities (Details 10) HTML 67K
112: R84 Fair Value Option (Details) HTML 114K
121: R85 Fair Value Option (Details 1) HTML 140K
44: R86 Fair Value Option (Details 2) HTML 110K
46: R87 Collateralized Agreements and Financings (Details) HTML 200K
137: R88 Securitization Activities (Details) HTML 62K
40: R89 Securitization Activities (Details 1) HTML 65K
105: R90 Variable Interest Entities (Details) HTML 185K
100: R91 Other Assets (Details) HTML 71K
125: R92 Goodwill and Identifiable Intangible Assets HTML 48K
(Details)
99: R93 Goodwill and Identifiable Intangible Assets HTML 53K
(Details 1)
84: R94 Goodwill and Identifiable Intangible Assets HTML 53K
(Details 2)
131: R95 Deposits (Details) HTML 84K
81: R96 Short-Term Borrowings (Details) HTML 65K
53: R97 Long-Term Borrowings (Details) HTML 42K
91: R98 Long-Term Borrowings (Details 1) HTML 51K
86: R99 Long-Term Borrowings (Details 2) HTML 56K
67: R100 Long-Term Borrowings (Details 3) HTML 142K
149: R101 Other Liabilities and Accrued Expenses (Details) HTML 52K
123: R102 Commitments, Contingencies and Guarantees HTML 189K
(Details)
98: R103 Shareholders' Equity (Details) HTML 61K
34: R104 Shareholders' Equity (Details 1) HTML 54K
133: R105 Shareholders' Equity (Details 2) HTML 73K
141: R106 Shareholders' Equity (Details 3) HTML 87K
135: R107 Regulation and Capital Adequacy (Details) HTML 129K
94: R108 Earnings Per Common Share (Details) HTML 68K
42: R109 Transactions with Affiliated Funds (Details) HTML 52K
115: R110 Interest Income and Interest Expense (Details) HTML 70K
57: R111 Income Taxes (Details) HTML 169K
26: R112 Income Taxes (Details Textual) HTML 73K
82: R113 Business Segments (Details) HTML 144K
75: R114 Credit Concentrations (Details) HTML 44K
129: R115 Legal Proceedings (Details) HTML 60K
61: R116 Employee Benefit Plans (Details) HTML 42K
145: R117 Employee Incentive Plans (Details) HTML 164K
38: R118 Parent Company (Details) HTML 86K
101: R119 Parent Company (Details 1) HTML 122K
120: R120 Parent Company (Details 2) HTML 136K
29: R121 Parent Company (Details Textual) HTML 53K
144: XML IDEA XML File -- Filing Summary XML 212K
30: EXCEL IDEA Workbook of Financial Reports XLSX 900K
63: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 6.33M
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21: EX-101.CAL XBRL Calculations -- gs-20131231_cal XML 408K
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| EX-10.41 |
Exhibit 10.41
THE GOLDMAN SACHS AMENDED AND RESTATED
STOCK INCENTIVE PLAN (2013)
YEAR-END RESTRICTED STOCK AWARD
This Award Agreement sets forth the terms and conditions of the Year-End Restricted Stock Award (this “Award”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (2013) (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. This Award is made up of the number of Restricted Shares (“Restricted Shares”) 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. (For the avoidance of doubt, this Award Agreement does not govern the terms and conditions of the Restricted Shares designated on your Award Statement as “ Year-End Short-Term Restricted Stock,” which are addressed separately in the Year-End Short-Term Restricted Stock Award Agreement.) This Award is conditioned upon your granting to the Firm the full power and authority to register the Restricted Shares in its or its designee’s name and authorizing the Firm or its designee to sell, assign or transfer any Restricted Shares in the event of forfeiture of your Restricted Shares. Unless otherwise determined by the Firm, this Award is conditioned upon your filing an election with the Internal Revenue Service within 30 days of the grant of your Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on the fair market value of the Restricted Shares on the Date of Grant. This will result in the recognition of taxable income on the Date of Grant equal to such fair market value (but will not affect the Vesting of your Restricted Shares or the removal of the Transfer Restrictions). THIS AWARD IS CONDITIONED ON YOUR OPENING AND ACTIVATING THE ACCOUNT REFERRED TO IN PARAGRAPH 3(b), YOUR EXECUTING THE RELATED SIGNATURE CARD AND RETURNING IT TO THE ADDRESS DESIGNATED ON THE SIGNATURE CARD AND/OR BY THE METHOD DESIGNATED ON THE SIGNATURE CARD BY THE DATE SPECIFIED, AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN PARAGRAPH 12. BY EXECUTING THE RELATED SIGNATURE CARD, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.
3. Certain Material Terms of Restricted Shares.
(a) Vesting. All of your Restricted Shares shall be Vested on the Date of Grant. When a Restricted Share is Vested, it means only that your continued active Employment is not required in order for your Restricted Shares to become fully transferable without risk of forfeiture. However, all other terms and conditions of this Award Agreement (including the Transfer Restrictions described in Paragraph 3(c)) shall continue to apply to such Restricted Shares, and failure to meet such terms and conditions may result in the forfeiture of all of your rights in respect of the Restricted Shares and their return to GS Inc. and the cancellation of this Award.
(b) Date of Grant. The date on which your Restricted Shares will be granted, subject to the conditions of this Award Agreement, is set forth on your Award Statement. Except as provided in
this Paragraph 3 and in Paragraph 2, the Restricted Shares shall, unless otherwise determined by the Firm, be delivered to your Account, and, except as provided in Paragraphs 3(d), 7 and 9(g), shall be subject to the Transfer Restrictions described in Paragraph 3(c).
(c) Transfer Restrictions; Escrow.
(i) Except as provided in Paragraphs 3(d), 7, and 9(g), Restricted Shares shall be subject to Transfer Restrictions until the Transferability Date next to such number or percentage of Restricted Shares on your Award Statement. Any purported sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions shall be void. If and to the extent Restricted Shares are certificated, the Certificates representing such Restricted Shares are subject to the restrictions in this Paragraph 3(c)(i), and GS Inc. shall advise its transfer agent to place a stop order against such Restricted Shares. Within 30 Business Days after the Transferability Date (or any other date described herein on which the Transfer Restrictions are removed), GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove the Transfer Restrictions in respect of any of such Restricted Shares that have not been previously forfeited.
(ii) In the discretion of the Committee, delivery of the Restricted Shares or the payment of cash or other property may be made directly into an escrow account meeting such terms and conditions as are determined by the Firm, provided that any other conditions or restrictions on delivery of Shares, cash or other property required by this Award Agreement have been satisfied. By accepting your Restricted Shares, you have agreed on behalf of yourself (and your estate or other permitted beneficiary) that the Firm may establish and maintain an escrow account for your benefit on such terms and conditions as the Firm may deem necessary or appropriate (which may include, without limitation, your (or your estate or other permitted beneficiary) executing any documents related to, and your (or your estate or other permitted beneficiary) paying for any costs associated with, such account). Any such escrow arrangement shall, unless otherwise determined by the Firm, provide that (A) the escrow agent shall have the exclusive authority to vote such Shares while held in escrow and (B) dividends paid on such Shares held in escrow may be accumulated and shall be paid as determined by the Firm in its sole discretion.
(iii) If you are a party to the Amended and Restated Shareholders’ Agreement (the “Shareholders’ Agreement”), your Restricted Shares will be considered “Covered Shares” for purposes of Section 2.1(a) of the Shareholders’ Agreement as described in Appendix A hereto.
(d) Death. Notwithstanding any other Paragraph of this Award Agreement, if you die prior to the Transferability Date with respect to your Restricted Shares, 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 such Restricted Shares shall be removed.
4. Termination of Employment; Forfeiture of Restricted Shares.
(a) Unless the Committee determines otherwise, and except as provided in Paragraphs 3(d), 7 and 9(g), if your Employment terminates for any reason or you otherwise are no longer actively employed with the Firm, the Transfer Restrictions shall continue to apply to your Restricted Shares that were Outstanding prior to your termination of Employment until the Transferability Date in accordance with Paragraph 3(c).
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(b) Without limiting the application of Paragraphs 4(c), 4(d) and 4(f), and subject to Paragraph 6(b), your rights in respect of the following Restricted Shares immediately shall be forfeited, such Restricted Shares immediately shall be returned to GS Inc. and such portion of the Award immediately shall be cancelled if you engage in “Competition” (as defined below):
(i) all of your Restricted Shares granted if you engage in Competition prior to the earlier of (A) and (B) the date on which the Transfer Restrictions and risks of forfeiture with respect to your Restricted Shares are removed following a Change in Control in accordance with Paragraph 7;
(ii) two-thirds (2/3) of your Restricted Shares granted if you engage in Competition on or after but prior to the earlier of (A) and (B) the date on which the Transfer Restrictions and risks of forfeiture with respect to your Restricted Shares are removed following a Change in Control in accordance with Paragraph 7; and
(iii) one-third (1/3) of your Restricted Shares granted if you engage in Competition on or after but prior to the earlier of (A) and (B) the date on which the Transfer Restrictions and risks of forfeiture with respect to your Restricted Shares are removed following a Change in Control in accordance with Paragraph 7
For purposes of this Award Agreement, “Competition” means that you (i) form, or acquire a 5% or greater equity ownership, voting or profit participation interest in, any Competitive Enterprise, or (ii) associate in any capacity (including, but not limited to, association as an officer, employee, partner, director, consultant, agent or advisor) with any Competitive Enterprise.
(c) Unless the Committee determines otherwise, and except as provided in Paragraph 7, if:
(i) you attempt to have any dispute under the Plan or this Award Agreement resolved in any manner that is not provided for by Paragraph 12 or Section 3.17 of the Plan;
(ii) (A) you, in any manner, directly or indirectly, (1) Solicit any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the Firm, (2) interfere with or damage (or attempt to interfere with or damage) any relationship between the Firm and any Client, (3) Solicit any person who is an employee of the Firm to resign from the Firm or to apply for or accept employment with any Competitive Enterprise or (4) on behalf of yourself or any person or Competitive Enterprise hire, or participate in the hiring of, any Selected Firm Personnel or identify, or participate in the identification of, Selected Firm Personnel for potential hiring, whether as an employee or consultant or otherwise, or (B) Selected Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status (1) by a Competitive Enterprise that you form, that bears your name, in which you are a partner, member or have similar status, or in which you possess or control greater than a de minimis equity ownership, voting or profit participation or (2) by any Competitive Enterprise where you have, or are intended to have, direct or indirect managerial or supervisory responsibility for such Selected Firm Personnel;
(iii) 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;
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(iv) 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; or
(v) the Board of Governors of the Federal Reserve or the Federal Deposit Insurance Corporation (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,”
your rights in respect of the following Restricted Shares immediately shall be forfeited, such Shares immediately shall be returned to GS Inc. and such portion of the Award immediately shall be cancelled: (x) all of your Restricted Shares granted if any of the events described in this Paragraph 4(c) (the “Events”) occurs prior to the Date (as defined below); (y) two-thirds (2/3) of your Restricted Shares granted if any of the Events occurs on or after the Date but prior to the Date (as defined below); and (z) one-third (1/3) of your Restricted Shares granted if any of the Events occurs on or after the Date but prior to the Date (as defined below). The “ Date” is . The “ Date” is . The “ Date” is . Shares may be rounded to avoid fractional Shares.
For purposes of the foregoing, the term “Selected Firm Personnel” means any individual who is or in the three months preceding the conduct prohibited by Paragraph 4(c)(ii), above, 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.
(d) Unless the Committee determines otherwise, and except as provided in Paragraph 7, your rights in respect of Outstanding Restricted Shares immediately shall be forfeited, and such Shares immediately shall be returned to GS Inc., if, before the Transferability Date for such Restricted Shares:
(i) any event that constitutes Cause has occurred;
(ii) the Committee determines that you failed to meet, in any respect, any obligation you may have under any agreement between you and the Firm, or any agreement entered into in connection with your Employment with the Firm or this Award, including, without limitation, the Firm’s notice period requirement applicable to you, any offer letter, employment agreement or any shareholders’ agreement to which other similarly situated employees of the Firm are a party;
(iii) you fail to certify to GS Inc., in accordance with procedures established by the Committee, that you have complied, or the Committee determines that you in fact have failed to comply, with all the terms and conditions of the Plan and this Award Agreement. By requesting the sale of Shares following the release of Transfer Restrictions, you shall be deemed to have represented and certified at such time that you have complied with all the terms and conditions of the Plan and this Award Agreement; or
(iv) your Employment terminates for any reason or you otherwise are no longer actively employed with the Firm and an entity to which you provide services grants you cash, equity or other property (whether vested or unvested) to replace, substitute for or otherwise in respect of any Outstanding Restricted Shares.
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(e) For the avoidance of doubt, failure to pay or reimburse the Firm, upon demand, for any amount you owe to the Firm shall constitute (i) failure to meet an obligation you have under an agreement referred to in Paragraph 4(d)(ii), regardless of whether such obligation arises under a written agreement, and/or (ii) a material violation of Firm policy constituting Cause referred to in Paragraph 4(d)(i).
(f) Unless the Committee determines otherwise, without limiting any other provision in Paragraphs 4(b), 4(c) or 4(d), and except as provided in Paragraph 7, if:
(i) the Committee determines that, during the Firm’s fiscal year, you participated in the structuring or marketing of any product or service, or participated on behalf of the Firm or any of its clients in the purchase or sale of any security or other property, in any case without appropriate consideration of the risk to the Firm or the broader financial system as a whole (for example, where you have improperly analyzed such risk or where you have failed sufficiently to raise concerns about such risk) and, as a result of such action or omission, the Committee determines there has been, or reasonably could be expected to be, a material adverse impact on the Firm, your business unit or the broader financial system, your rights in respect of your Outstanding Restricted Shares awarded as part of this Award immediately shall be forfeited, such Shares immediately shall be returned to GS Inc. and this Award shall be cancelled (and any dividends or other amounts paid or delivered to you in respect of this Award shall be subject to repayment in accordance with, or in a manner similar to the provisions described in, Paragraph 5)[, or
(ii) prior to the Date there occurred a “Claw-Back Event” (as defined below), if and to the extent determined by the Committee, your rights in respect of your Year-End Restricted Shares awarded as part of this Award shall terminate, such Year-End Restricted Shares shall cease to be Outstanding, your rights in respect of such Restricted Shares shall be forfeited and such Restricted Shares immediately shall be returned to GS Inc. in each of the following circumstances and amounts:
(1) for all Claw-Back Events identified before the Date, up to one-third (1/3) of your Year-End Restricted Shares in the aggregate;
(2) for all Claw-Back Events identified after the Date but before the Date, up to one-third (1/3) of your Year-End Restricted Shares in the aggregate; and
(3) for all Claw-Back Events identified after the Date but before the Date, up to one-third (1/3) of your Year-End Restricted Shares in the aggregate.
A “Claw-Back Event” for purposes of this Paragraph 4(f)(ii) means there occurred (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 Investing & Lending segment, or annual negative revenues in the Investing & Lending segment of $5 billion or more, provided in either case that you are employed in a business within such reporting segment, or (C) a loss equal to at least 5% of firmwide capital from a reportable operational risk event determined in accordance with the firmwide Reporting Operational Risk Events Policy. In determining the extent to which this Paragraph 4(f)(ii) shall result in the termination or cancellation of any portion of this Award, the Committee will consider certain factors, including the reason for the Claw-Back Event and the extent to which an employee participated in the Claw-Back Event, the extent to which your compensation for the Firm’s fiscal year may or may not have been adjusted to take into account the risk associated with the Claw-Back Event, and the extent to which your compensation may be adjusted for the year in which the Claw-Back Event is discovered].
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5. Repayment and Forfeiture.
(a) The provisions of Section 2.5.3 of the Plan (which require Grantees, as determined by the Firm in its sole discretion, to either return to the Firm Restricted Shares, or to pay to the Firm an amount equal to such Shares’ Fair Market Value (determined at the time such Restricted Shares became Vested or at the time the Transfer Restrictions were released, as applicable), in each case, without reduction for any amounts applied to satisfy withholding tax or other obligations as set forth in Paragraph 5(b), if the Committee determines that all terms and conditions of this Award Agreement were not satisfied) shall apply to this Award. For the avoidance of doubt, the provisions of Section 2.5.3 of the Plan apply to all amounts received under this Award, including all dividends received on Restricted Shares, without reduction for any amount applied to satisfy tax withholding or other obligations in respect of such payment.
(b) If and to the extent you forfeit any Restricted Shares hereunder or are required to repay any amount in respect of a number of Restricted Shares pursuant to Paragraph 5(a), you also will be required to pay to the Firm, immediately upon demand therefor, an amount equal to the Shares’ Fair Market Value (determined as of the Date of Grant) that were used to satisfy tax withholding for such Restricted Shares that are forfeited or subject to repayment pursuant to Paragraph 5(a). Such repayment amount for Restricted Shares applied to tax withholding will be determined by multiplying the number of Restricted Shares that were used to satisfy withholding taxes related to this Award (the “Tax Withholding Shares”) by a fraction, the numerator of which is the number of Restricted Shares you forfeited (or with respect to which repayment is required) and the denominator of which is the number of Restricted Shares that comprised the Award (reduced by the Tax Withholding Shares).
6. Certain Terminations of Employment.
(a) In the event of the termination of your Employment for any reason (determined as described in Section 1.2.20 of the Plan), all terms and conditions of this Award Agreement shall continue to apply (including any applicable Transfer Restrictions).
(b) Unless otherwise determined by the Committee in its discretion, Paragraph 4(b) will not apply following termination of Employment that 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.”
7. 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 the Transfer Restrictions and risks of forfeiture with respect to your Restricted Shares shall be removed.
8. Dividends. You shall be entitled to receive on a current basis any regular cash dividend paid by GS Inc. in respect of your Restricted Shares, or, if the Restricted Shares are held in escrow, the Firm will direct the transfer/paying agent to distribute the dividends to you in respect of your Restricted Shares.
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9. Certain Additional Terms, Conditions and Agreements.
(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. To the extent permitted by applicable law, the Firm, in its sole discretion, may require you to provide amounts equal to all or a portion of any Federal, State, local, foreign or other tax obligations imposed on you or the Firm in connection with the grant, Vesting or delivery of this Award by requiring you to choose between remitting such amount (i) in cash (or through payroll deduction or otherwise), (ii) in the form of proceeds from the Firm’s executing a sale of Shares delivered to you pursuant to this Award or (iii) in Shares delivered to you pursuant to this Award. In addition, if you are an individual with separate employment contracts (at any time during and/or after the Firm’s fiscal year), the Firm may, in its sole discretion, require you to provide for a reserve in an amount the Firm determines is advisable or necessary in connection with any actual, anticipated or potential tax consequences related to your separate employment contracts by requiring you to choose between remitting such amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form of proceeds from the Firm’s executing a sale of Shares delivered to you pursuant to this Award (or any other Outstanding Awards under the Plan). In no event, however, shall any choice you may have under the preceding two sentences determine, or give you any discretion to affect, the timing of the delivery of Shares or the timing of payment of tax obligations.
(b) If you are or become a Managing Director, your rights in respect of the 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.
(c) Your rights in respect of this 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.
(d) You understand and agree, in accordance with Section 3.3 of the Plan, by accepting this Award you have expressly consented to all of the items listed in Section 3.3.3(d) of the Plan, which are incorporated herein by reference, including without limitation 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.
(e) You understand and agree, in accordance with Section 3.22 of the Plan, by accepting this Award you have agreed to be subject to the Firm’s policies in effect from time to time concerning trading in Shares and hedging or pledging Shares and equity-based compensation or other awards (including, without limitation, the Firm’s “Policies With Respect to Transactions Involving GS Shares, Equity Awards and GS Options by Persons Affiliated with GS Inc.”), and confidential or proprietary information, and to effect sales of Shares delivered to you in respect of this 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, you understand and agree that you shall be responsible for all brokerage costs and other fees or expenses associated with this Award, including, without limitation, such brokerage costs or other fees or expenses in connection with the sale of Shares delivered to you hereunder.
(f) GS Inc. may affix to Certificates representing Shares issued pursuant to this Award Agreement any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under a separate agreement with GS Inc.). GS Inc. may advise the transfer agent to place a stop order against any legended Shares.
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(g) Without limiting the application of Paragraphs 4(b), 4(c), 4(d) and 4(f), if:
(i) your Employment with the Firm terminates solely because you resigned to accept Conflicted Employment; or
(ii) following your termination of Employment other than described in Paragraph 9(g)(i), you notify the Firm that you have accepted or intend to accept Conflicted Employment at a time when you continue to hold Outstanding Restricted Shares;
then, subject to the last sentence of this Paragraph 9(g), any Transfer Restrictions shall be removed as soon as practicable after the Committee has received satisfactory documentation relating to your Conflicted Employment. For the avoidance of doubt, and subject to applicable law, nothing in this Paragraph 9(g) shall limit the Committee’s authority to exercise its rights under the Award Agreement or the Plan (including, without limitation, Section 1.3.2 of the Plan) to take or require you to take other steps it determines in its sole discretion to be necessary or appropriate to cure an actual or perceived conflict of interest.
(h) In addition to and without limiting the generality of the provisions of Section 1.3.5 of the Plan, neither the Firm nor any Covered Person shall have any liability to you or any other person for any action taken or omitted in respect of this or any other Award.
(i) You understand and agree, by accepting this Award, that Restricted Shares hereby are pledged to the Firm to secure its right to such Restricted Shares in the event you forfeit any such Restricted Shares pursuant to the terms of the Plan or this Award Agreement. This Award, if held in escrow, will not be delivered to you but will be held by an escrow agent for your benefit. If an escrow agent is used, such escrow agent will also hold the Restricted Shares for the benefit of the Firm for the purpose of perfecting its security interest.
(j) You understand and agree that, in the event of your termination of Employment while you continue to hold Outstanding Restricted Shares, you may be required to certify, from time to time, your compliance with all terms and conditions of the Plan and this Award Agreement. You understand and agree that (i) it is your responsibility to inform the Firm of any changes to your address to ensure timely receipt of the certification materials, (ii) you are responsible for obtaining such certification materials by contacting the Firm if you do not receive certification materials, and (iii) failure to return properly completed certification materials by the deadline specified in the certification materials will result in the forfeiture of all of your Outstanding Restricted Shares in accordance with Paragraph 4(d)(iii).
10. Right of Offset. The Firm may exercise its right of offset under Section 3.4 of the Plan by conditioning the payment of dividends or 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 Restricted Shares.
11. Amendment. The Committee reserves the right at any time to amend the terms and conditions set forth in this Award Agreement, and the Board may amend the Plan in any respect; provided that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(g) and 3.1 of the Plan, no such amendment shall materially adversely affect your rights and obligations under this Award Agreement without your consent; and provided further that the Committee expressly reserves its rights to amend the Award Agreement and the Plan as described in Sections 1.3.2(h)(1), (2) and (4) of the Plan. Any amendment of this Award Agreement shall be in writing.
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12. Arbitration; Choice of Forum. BY ACCEPTING THIS AWARD, (A) 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, (B) YOU AGREE TO ARBITRATE ALL CLAIMS AS DESCRIBED IN SECTION 3.17 OF THE PLAN IN ACCORDANCE WITH THE ARBITRATION PROCEDURE SET FORTH IN SECTION 3.17, AND (C) YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATOR SHALL HAVE THE AUTHORITY TO CONSIDER CLASS OR COLLECTIVE CLAIMS, TO ORDER CONSOLIDATION OR TO JOIN DIFFERENT CLAIMANTS OR GRANT RELIEF OTHER THAN ON AN INDIVIDUAL BASIS TO THE INDIVIDUAL CLAIMANT INVOLVED.
13. Non-transferability. Except as otherwise may be provided in this Paragraph 13 or 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 13 or Section 3.5 of the Plan shall be void. The Committee may adopt procedures pursuant to which some or all recipients of Restricted Shares may transfer some or all of their Restricted Shares (which shall continue to be subject to the Transfer Restrictions until the Transferability Date) through a gift for no consideration to any immediate family member (as determined pursuant to the procedures) or a trust in which the recipient and/or the recipient’s immediate family members in the aggregate have 100% of the beneficial interest (as determined pursuant to the procedures).
14. Governing Law. THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
15. 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.
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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. |
| By: |
| Name: |
| Title: |
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Appendix A
Treatment of Year-End Restricted Stock under the Shareholders’ Agreement. Capitalized terms used in this Appendix A that are not defined in this Appendix A, the Award Agreement or the Plan have the meanings as used or defined in the Shareholders’ Agreement.
| • | With respect to all Restricted Shares that are awarded under the Year-End Restricted Stock Award, an event triggering the recalculation of the Covered Person’s Covered Shares shall be deemed to occur with respect to one-third of such Restricted Shares on each of the Date, the Date, and the Date (each such date being referred to as a “Trigger Date”). |
| • | As of each such Trigger Date, such Covered Person’s Covered Shares shall be increased by: |
| • | the gross number of Restricted Shares for such Trigger Date (determined before any deductions, including any deductions for withholding taxes, fees or commissions), minus |
| • | such gross number multiplied by the Specified Tax Rate that would apply if the Covered Person had received, on or around the Trigger Date, a delivery of Common Stock underlying Year-End RSUs instead of receiving a grant of Restricted Shares. |
| • | Until a Trigger Date, the Covered Person shall not be deemed to be the Sole Beneficial Owner of the Restricted Shares relating to such Trigger Date (and therefore until such Trigger Date such Shares shall not be counted toward the satisfaction of the Transfer Restrictions (as defined in the Shareholders’ Agreement)). |
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/28/14 | 4, 424B2 | ||
| Filed on: | 2/27/14 | 424B2, 8-K | ||
| For Period end: | 12/31/13 | 11-K, 13F-HR, 424B2, ARS | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Goldman Sachs Group Inc. 10-K/A 12/31/23 14:488K 2/23/24 Goldman Sachs Group Inc. 10-K 12/31/23 238:49M 2/24/23 Goldman Sachs Group Inc. 10-K 12/31/22 236:53M 2/25/22 Goldman Sachs Group Inc. 10-K 12/31/21 249:52M Donnelley … Solutions/FA 2/22/21 Goldman Sachs Group Inc. 10-K 12/31/20 252:55M Donnelley … Solutions/FA |