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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/16 Goldman Sachs Group Inc 10-K 12/31/15 236:28M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.05M
2: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 162K
3: EX-10.49 Material Contract HTML 85K
4: EX-10.50 Material Contract HTML 127K
5: EX-10.51 Material Contract HTML 131K
6: EX-10.52 Material Contract HTML 140K
7: EX-10.53 Material Contract HTML 145K
8: EX-10.54 Material Contract HTML 120K
9: EX-10.55 Material Contract HTML 124K
10: EX-10.56 Material Contract HTML 133K
11: EX-10.57 Material Contract HTML 116K
12: EX-10.58 Material Contract HTML 109K
13: EX-10.59 Material Contract HTML 100K
14: EX-10.60 Material Contract HTML 115K
15: EX-10.61 Material Contract HTML 114K
16: EX-10.62 Material Contract HTML 150K
18: EX-21.1 Subsidiaries List HTML 80K
19: EX-23.1 Consent of Experts or Counsel HTML 66K
22: EX-99.1 Miscellaneous Exhibit HTML 68K
23: EX-99.2 Miscellaneous Exhibit HTML 66K
17: EX-12.1 Statement re: Computation of Ratios HTML 78K
20: EX-31.1 Certification -- §302 - SOA'02 HTML 76K
21: EX-32.1 Certification -- §906 - SOA'02 HTML 69K
30: R1 Document and Entity Information HTML 96K
31: R2 Consolidated Statements of Earnings HTML 148K
32: R3 Consolidated Statements of Comprehensive Income HTML 90K
33: R4 Consolidated Statements of Financial Condition HTML 162K
34: R5 Consolidated Statements of Financial Condition HTML 112K
(Parenthetical)
35: R6 Consolidated Statements of Changes in HTML 139K
Shareholders' Equity
36: R7 Consolidated Statements of Cash Flows HTML 175K
37: R8 Consolidated Statements of Cash Flows HTML 88K
(Parenthetical)
38: R9 Description of Business HTML 75K
39: R10 Basis of Presentation HTML 70K
40: R11 Significant Accounting Policies HTML 116K
41: R12 Financial Instruments Owned, at Fair Value and HTML 116K
Financial Instruments Sold, But Not Yet Purchased,
at Fair Value
42: R13 Fair Value Measurements HTML 98K
43: R14 Cash Instruments HTML 283K
44: R15 Derivatives and Hedging Activities HTML 471K
45: R16 Fair Value Option HTML 225K
46: R17 Loans Receivable HTML 134K
47: R18 Collateralized Agreements and Financings HTML 180K
48: R19 Securitization Activities HTML 112K
49: R20 Variable Interest Entities HTML 168K
50: R21 Other Assets HTML 122K
51: R22 Deposits HTML 85K
52: R23 Short-Term Borrowings HTML 82K
53: R24 Long-Term Borrowings HTML 146K
54: R25 Other Liabilities and Accrued Expenses HTML 77K
55: R26 Commitments, Contingencies and Guarantees HTML 150K
56: R27 Shareholders' Equity HTML 148K
57: R28 Regulation and Capital Adequacy HTML 258K
58: R29 Earnings Per Common Share HTML 84K
59: R30 Transactions with Affiliated Funds HTML 76K
60: R31 Interest Income and Interest Expense HTML 86K
61: R32 Income Taxes HTML 132K
62: R33 Business Segments HTML 170K
63: R34 Credit Concentrations HTML 82K
64: R35 Legal Proceedings HTML 141K
65: R36 Employee Benefit Plans HTML 73K
66: R37 Employee Incentive Plans HTML 111K
67: R38 Parent Company HTML 147K
68: R39 Basis of Presentation (Policies) HTML 272K
69: R40 Financial Instruments Owned, at Fair Value and HTML 113K
Financial Instruments Sold, But Not Yet Purchased,
at Fair Value (Tables)
70: R41 Fair Value Measurements (Tables) HTML 89K
71: R42 Cash Instruments (Tables) HTML 235K
72: R43 Derivatives and Hedging Activities (Tables) HTML 411K
73: R44 Fair Value Option (Tables) HTML 200K
74: R45 Loans Receivable (Tables) HTML 118K
75: R46 Collateralized Agreements and Financings (Tables) HTML 177K
76: R47 Securitization Activities (Tables) HTML 113K
77: R48 Variable Interest Entities (Tables) HTML 148K
78: R49 Other Assets (Tables) HTML 121K
79: R50 Deposits (Tables) HTML 83K
80: R51 Short-Term Borrowings (Tables) HTML 81K
81: R52 Long-Term Borrowings (Tables) HTML 133K
82: R53 Other Liabilities and Accrued Expenses (Tables) HTML 76K
83: R54 Commitments, Contingencies and Guarantees (Tables) HTML 122K
84: R55 Shareholders' Equity (Tables) HTML 148K
85: R56 Regulation and Capital Adequacy (Tables) HTML 243K
86: R57 Earnings Per Common Share (Tables) HTML 79K
87: R58 Transactions with Affiliated Funds (Tables) HTML 76K
88: R59 Interest Income and Interest Expense (Tables) HTML 85K
89: R60 Income Taxes (Tables) HTML 129K
90: R61 Business Segments (Tables) HTML 168K
91: R62 Credit Concentrations (Tables) HTML 79K
92: R63 Employee Incentive Plans (Tables) HTML 108K
93: R64 Parent Company (Tables) HTML 144K
94: R65 Significant Accounting Policies - Additional HTML 83K
Information (Detail)
95: R66 Financial Instruments Owned, at Fair Value and HTML 109K
Financial Instruments Sold, But Not Yet Purchased,
at Fair Value - Financial Instruments Owned and
Financial Instruments Sold, But Not Yet Purchased
(Detail)
96: R67 Financial Instruments Owned, at Fair Value and HTML 77K
Financial Instruments Sold, But Not Yet Purchased,
at Fair Value - Financial Instruments Owned and
Financial Instruments Sold, But Not Yet Purchased
(Parenthetical) (Detail)
97: R68 Financial Instruments Owned, at Fair Value and HTML 89K
Financial Instruments Sold, But Not Yet Purchased,
at Fair Value - Gains and Losses from Market
Making and Other Principal Transactions (Detail)
98: R69 Financial Instruments Owned, at Fair Value and HTML 70K
Financial Instruments Sold, But Not Yet Purchased,
at Fair Value - Gains and Losses from Market
Making and Other Principal Transactions
(Parenthetical) (Detail)
99: R70 Fair Value Measurements - Financial Assets HTML 96K
Liabilities Summary (Detail)
100: R71 Fair Value Measurements - Financial Assets HTML 68K
Liabilities Summary (Parenthetical) (Detail)
101: R72 Fair Value Measurements - Total Level 3 Financial HTML 78K
Assets (Detail)
102: R73 Cash Instruments - Fair Value, Cash Instruments, HTML 129K
Measurement Inputs, Disclosure (Detail)
103: R74 Cash Instruments - Cash Instruments by Level HTML 161K
(Detail)
104: R75 Cash Instruments - Cash Instruments by Level HTML 84K
(Parenthetical) (Detail)
105: R76 Cash Instruments - Additional Information (Detail) HTML 99K
106: R77 Cash Instruments - Cash Instruments, Level 3 HTML 154K
Rollforward (Detail)
107: R78 Cash Instruments - Investments in Funds that are HTML 82K
Calculated Using Net Asset Value Per Share
(Detail)
108: R79 Derivatives and Hedging Activities - Fair Value of HTML 173K
Derivatives on a Gross Basis (Detail)
109: R80 Derivatives and Hedging Activities - Fair Value of HTML 73K
Derivatives on a Gross Basis (Parenthetical)
(Detail)
110: R81 Derivatives and Hedging Activities - Fair Value, HTML 136K
Derivatives, Measurement Inputs, Disclosure
(Detail)
111: R82 Derivatives and Hedging Activities - Fair Value of HTML 142K
Derivatives by Level (Detail)
112: R83 Derivatives and Hedging Activities - Additional HTML 89K
Information (Detail)
113: R84 Derivatives and Hedging Activities - Fair Value of HTML 118K
Derivatives, Level 3 Rollforward (Detail)
114: R85 Derivatives and Hedging Activities - OTC HTML 135K
Derivatives by Product Type and Tenor (Detail)
115: R86 Derivatives and Hedging Activities - Credit HTML 131K
Derivatives (Detail)
116: R87 Derivatives and Hedging Activities - Bifurcated HTML 78K
Embedded Derivatives (Detail)
117: R88 Derivatives and Hedging Activities - Derivatives HTML 78K
with Credit-Related Contingent Features (Detail)
118: R89 Derivatives and Hedging Activities - Gain (Loss) HTML 78K
from Interest Rate Hedges and Related Hedged
Borrowings and Bank Deposits (Detail)
119: R90 Derivatives and Hedging Activities - Gains and HTML 75K
Losses on Net Investment Hedges (Detail)
120: R91 Fair Value Option - Additional Information HTML 118K
(Detail)
121: R92 Fair Value Option - Financial Assets and Financial HTML 134K
Liabilities by Level (Detail)
122: R93 Fair Value Option - Level 3 Rollforward (Detail) HTML 158K
123: R94 Fair Value Option - Gains and Losses on Other HTML 79K
Financial Assets and Financial Liabilities at Fair
Value (Detail)
124: R95 Fair Value Option - Gains and Losses on Other HTML 74K
Financial Assets and Financial Liabilities at Fair
Value (Parenthetical) (Detail)
125: R96 Fair Value Option - Loans and Lending Commitments HTML 74K
(Detail)
126: R97 Fair Value Option - Impact of Credit Spreads on HTML 71K
Borrowings (Detail)
127: R98 Loans Receivable - Summary of Loans Receivable HTML 104K
(Detail)
128: R99 Loans Receivable - Additional Information (Detail) HTML 98K
129: R100 Loans Receivable - Summary of Other Loans HTML 83K
Receivable - Credit Rating Equivalent (Detail)
130: R101 Loans Receivable - Summary of Other Loans HTML 82K
Receivable - Regulatory Risk Rating (Detail)
131: R102 Loans Receivable - Summary of Changes in Allowance HTML 81K
for Loan Losses and Allowance for Losses on
Lending Commitments (Detail)
132: R103 Collateralized Agreements and Financings - Resale HTML 82K
and Repurchase Agreements and Securities Borrowed
and Loaned Transactions (Detail)
133: R104 Collateralized Agreements and Financings - Resale HTML 71K
and Repurchase Agreements and Securities Borrowed
and Loaned Transactions (Parenthetical) (Detail)
134: R105 Collateralized Agreements and Financings - HTML 138K
Offsetting Arrangements (Detail)
135: R106 Collateralized Agreements and Financings - HTML 71K
Offsetting Arrangements (Parenthetical) (Detail)
136: R107 Collateralized Agreements and Financings - HTML 94K
Schedule of Gross Carrying Value of Repurchase
Agreements and Securities Loaned (Detail)
137: R108 Collateralized Agreements and Financings - HTML 85K
Schedule of Repurchase Agreements and Securities
Loaned (Detail)
138: R109 Collateralized Agreements and Financings - HTML 68K
Additional Information (Detail)
139: R110 Collateralized Agreements and Financings - Other HTML 93K
Secured Financings (Detail)
140: R111 Collateralized Agreements and Financings - Other HTML 76K
Secured Financings (Parenthetical) (Detail)
141: R112 Collateralized Agreements and Financings - Other HTML 89K
Secured Financings by Maturity Date (Detail)
142: R113 Collateralized Agreements and Financings - HTML 71K
Financial Instruments Received as Collateral and
Repledged (Detail)
143: R114 Collateralized Agreements and Financings - HTML 71K
Financial Instruments Received as Collateral and
Repledged (Parenthetical) (Detail)
144: R115 Collateralized Agreements and Financings - HTML 75K
Financial Instruments Owned, at Fair Value and
Other Assets Pledged as Collateral (Detail)
145: R116 Securitization Activities - Amount of Financial HTML 76K
Assets Securitized and Cash Flows Received on
Retained Interests (Detail)
146: R117 Securitization Activities - Firms Continuing HTML 86K
Involvement in Securitization Entities to Which
Firm Sold Assets (Detail)
147: R118 Securitization Activities - Additional Information HTML 75K
(Detail)
148: R119 Securitization Activities - Weighted Average Key HTML 91K
Economic Assumptions Used in Measuring Fair Value
of Firm's Retained Interests and Sensitivity of
This Fair Value to Immediate Adverse Changes
(Detail)
149: R120 Variable Interest Entities - Nonconsolidated HTML 125K
Variable Interest Entities (Detail)
150: R121 Variable Interest Entities - Nonconsolidated HTML 76K
Variable Interest Entities (Parenthetical)
(Detail)
151: R122 Variable Interest Entities - Consolidated Variable HTML 131K
Interest Entities (Detail)
152: R123 Other Assets - Other Assets (Detail) HTML 79K
153: R124 Other Assets - Other Assets (Parenthetical) HTML 75K
(Detail)
154: R125 Other Assets - Additional Information (Detail) HTML 89K
155: R126 Other Assets - Goodwill and Intangible Assets HTML 88K
(Detail)
156: R127 Other Assets - Intangible Assets Disclosure HTML 85K
(Detail)
157: R128 Other Assets - Amortization Expense (Detail) HTML 70K
158: R129 Other Assets - Estimated Future Amortization for HTML 79K
Existing Identifiable Intangible Assets Through
2020 (Detail)
159: R130 Deposits - Deposits (Detail) HTML 73K
160: R131 Deposits - Maturities of Time Deposits (Detail) HTML 88K
161: R132 Deposits - Maturities of Time Deposits HTML 86K
(Parenthetical) (Detail)
162: R133 Deposits - Additional Information (Detail) HTML 68K
163: R134 Short-Term Borrowings - Short-Term Borrowings HTML 73K
(Detail)
164: R135 Short-Term Borrowings - Unsecured Short-Term HTML 81K
Borrowings (Detail)
165: R136 Short-Term Borrowings - Unsecured Short-Term HTML 71K
Borrowings (Parenthetical) (Detail)
166: R137 Long-Term Borrowings - Long-Term Borrowings HTML 73K
(Detail)
167: R138 Long-Term Borrowings - Unsecured Long-Term HTML 87K
Borrowings (Detail)
168: R139 Long-Term Borrowings - Unsecured Long-Term HTML 81K
Borrowings (Parenthetical) (Detail)
169: R140 Long-Term Borrowings - Unsecured Long-Term HTML 94K
Borrowings by Maturity Date (Detail)
170: R141 Long-Term Borrowings - Unsecured Long-Term HTML 78K
Borrowings by Maturity Date (Parenthetical)
(Detail)
171: R142 Long-Term Borrowings - Additional Information HTML 133K
(Detail)
172: R143 Long-Term Borrowings - Unsecured Long-Term HTML 83K
Borrowings after Hedging (Detail)
173: R144 Long-Term Borrowings - Unsecured Long-Term HTML 73K
Borrowings after Hedging (Parenthetical) (Detail)
174: R145 Long-Term Borrowings - Subordinated Long-Term HTML 88K
Borrowings (Detail)
175: R146 Long-Term Borrowings - Subordinated Long-Term HTML 76K
Borrowings (Parenthetical) (Detail)
176: R147 Other Liabilities and Accrued Expenses - Other HTML 80K
Liabilities (Detail)
177: R148 Other Liabilities and Accrued Expenses - Other HTML 69K
Liabilities (Parenthetical) (Detail)
178: R149 Commitments, Contingencies and Guarantees - HTML 114K
Commitments (Detail)
179: R150 Commitments, Contingencies and Guarantees - HTML 98K
Additional Information (Detail)
180: R151 Commitments, Contingencies and Guarantees - Leases HTML 85K
(Detail)
181: R152 Commitments, Contingencies and Guarantees - HTML 92K
Guarantees (Detail)
182: R153 Shareholders' Equity - Additional Information HTML 149K
(Detail)
183: R154 Shareholders' Equity - Summary of Amount of Common HTML 74K
Stock Repurchased by the Firm (Detail)
184: R155 Shareholders' Equity - Summary of Perpetual HTML 132K
Preferred Stock Issued and Outstanding (Detail)
185: R156 Shareholders' Equity - Summary of Perpetual HTML 102K
Preferred Stock Issued and Outstanding
(Parenthetical) (Detail)
186: R157 Shareholders' Equity - Summary of Preferred HTML 100K
Dividends Declared on Preferred Stock Issued
(Detail)
187: R158 Shareholders' Equity - Accumulated Other HTML 96K
Comprehensive Loss, Net of Tax (Detail)
188: R159 Regulation and Capital Adequacy - Minimum Capital HTML 77K
Ratios (Detail)
189: R160 Regulation and Capital Adequacy - Minimum Capital HTML 68K
Ratios (Parenthetical) (Detail)
190: R161 Regulation and Capital Adequacy - Additional HTML 106K
Information (Detail)
191: R162 Regulation and Capital Adequacy - Consolidated HTML 122K
Regulatory Capital Ratios (Detail)
192: R163 Regulation and Capital Adequacy - Consolidated HTML 77K
Regulatory Capital Ratios (Parenthetical) (Detail)
193: R164 Regulation and Capital Adequacy - Capital HTML 132K
Rollforward (Detail)
194: R165 Regulation and Capital Adequacy - Capital HTML 81K
Rollforward (Parenthetical) (Detail)
195: R166 Regulation and Capital Adequacy - Risk-weighted HTML 114K
Assets (Detail)
196: R167 Regulation and Capital Adequacy - Risk-weighted HTML 123K
Assets Rollforward (Detail)
197: R168 Regulation and Capital Adequacy - Risk-weighted HTML 73K
Assets Rollforward (Parenthetical) (Detail)
198: R169 Regulation and Capital Adequacy - Schedule of HTML 86K
Minimum Ratios and Well Capitalized Minimum Ratios
(Detail)
199: R170 Regulation and Capital Adequacy - Capital Ratios HTML 113K
(Detail)
200: R171 Earnings Per Common Share - Earnings Per Common HTML 91K
Share (Detail)
201: R172 Earnings Per Common Share - Additional Information HTML 73K
(Detail)
202: R173 Transactions with Affiliated Funds - Fees Earned HTML 69K
from Affiliated Funds (Detail)
203: R174 Transactions with Affiliated Funds - Fees HTML 70K
Receivable from Affiliated Funds and the Aggregate
Carrying Value of the Firm's Interests in these
Funds (Detail)
204: R175 Transactions with Affiliated Funds - Additional HTML 70K
Information (Detail)
205: R176 Interest Income and Interest Expense - Interest HTML 100K
Income and Interest Expense (Detail)
206: R177 Income Taxes - Provision for Taxes (Detail) HTML 99K
207: R178 Income Taxes - Effective Income Tax Rate HTML 92K
Reconciliation (Detail)
208: R179 Income Taxes - Components of Deferred Tax Assets HTML 101K
and Liabilities (Detail)
209: R180 Income Taxes - Additional Information (Detail) HTML 100K
210: R181 Income Taxes - Rollforward of Unrecognized Tax HTML 86K
Benefits (Detail)
211: R182 Income Taxes - Earliest Tax Years Subject to HTML 81K
Examination by Major Jurisdiction (Detail)
212: R183 Business Segments - Segment Operating Results HTML 123K
(Detail)
213: R184 Business Segments - Segment Operating Results HTML 79K
(Parenthetical) (Detail)
214: R185 Business Segments - Net Interest Income (Detail) HTML 78K
215: R186 Business Segments - Depreciation and Amortization HTML 79K
(Detail)
216: R187 Business Segments - Net Revenues, Pre-Tax Earnings HTML 102K
and Net Earnings for Each Geographic Region
(Detail)
217: R188 Business Segments - Net Revenues, Pre-Tax Earnings HTML 70K
and Net Earnings for Each Geographic Region
(Parenthetical) (Detail)
218: R189 Credit Concentrations - Credit Concentration, HTML 76K
Government and Federal Agency Obligations (Detail)
219: R190 Credit Concentrations - Credit Concentration, HTML 74K
Resale Agreements and Securities Borrowed (Detail)
220: R191 Legal Proceedings - Additional Information HTML 145K
(Detail)
221: R192 Employee Benefit Plans - Additional Information HTML 73K
(Detail)
222: R193 Employee Incentive Plans - Additional Information HTML 84K
(Detail)
223: R194 Employee Incentive Plans - Schedule of Restricted HTML 94K
Stock Units, Vested and Expected to Vest (Detail)
224: R195 Employee Incentive Plans - Schedule of Restricted HTML 77K
Stock Units, Vested and Expected to Vest
(Parenthetical) (Detail)
225: R196 Employee Incentive Plans - Schedule of Stock HTML 94K
Options Activity (Detail)
226: R197 Employee Incentive Plans - Schedule of Stock HTML 81K
Options Outstanding by Exercise Price Range
(Detail)
227: R198 Employee Incentive Plans - Employee Service HTML 74K
Share-based Compensation, Tax Benefit from
Compensation Expense (Detail)
228: R199 Parent Company - Group Statement of Earnings HTML 116K
(Detail)
229: R200 Parent Company - Group Statement of Financial HTML 147K
Condition (Detail)
230: R201 Parent Company - Condensed Consolidated Statements HTML 160K
of Cash Flows (Detail)
231: R202 Parent Company - Condensed Consolidated Statements HTML 74K
of Cash Flows (Parenthetical) (Detail)
232: R203 Parent Company - Additional Information (Detail) HTML 90K
233: R204 Parent Company - Group Statement of Financial HTML 83K
Condition (Parenthetical) (Detail)
235: XML IDEA XML File -- Filing Summary XML 447K
234: EXCEL IDEA Workbook of Financial Reports XLSX 337K
24: EX-101.INS XBRL Instance -- gs-20151231 XML 9.32M
26: EX-101.CAL XBRL Calculations -- gs-20151231_cal XML 665K
27: EX-101.DEF XBRL Definitions -- gs-20151231_def XML 2.02M
28: EX-101.LAB XBRL Labels -- gs-20151231_lab XML 3.90M
29: EX-101.PRE XBRL Presentations -- gs-20151231_pre XML 3.04M
25: EX-101.SCH XBRL Schema -- gs-20151231 XSD 783K
236: ZIP XBRL Zipped Folder -- 0001193125-16-470289-xbrl Zip 716K
| EX-10.59 |
EXHIBIT 10.59
[ ] FIXED ALLOWANCE DEFERRED CASH AWARD
This Award Agreement governs your Fixed Allowance deferred cash award (your “Award”), granted to you effective (the “Award Date’). You should read carefully this entire Award Agreement, which includes the Award Statement and any attached Appendix.
ACCEPTANCE
1. You Must Decide Whether to Accept this Award Agreement. To be eligible to receive your Award, you must by the date specified agree to all the terms of your Award by executing this Award Agreement and returning the executed signature page in accordance with its instructions. By executing this Award Agreement, you confirm your agreement to all of the terms of this Award Agreement, including the arbitration and choice of forum provisions in Paragraph 13.
DOCUMENTS THAT GOVERN YOUR AWARD; DEFINITIONS
2. Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it contains the amount of your Award (the “Award Amount”).
3. Definitions. Capitalized terms that are not defined in the body of this Award Agreement are defined in the Definitions Appendix, which also includes terms that are defined in The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”).
4. The Goldman Sachs Amended and Restated Stock Incentive Plan (2015). Certain provisions of the Plan apply to this Award. Any reference to a Plan provision in this Award Agreement means that such provision applies to this Award and that such provision is expressly incorporated by reference into this Award Agreement. Any references to “Grantee” in the Plan shall be deemed to refer to you, any references to an “Award” shall be deemed to refer to this Award of deferred cash, any references to “shares of Common Stock” shall be deemed to refer to the Award Amount and any references to “delivery” shall be deemed to refer to payment.
AWARD
5. Award. This Award constitutes an unfunded and unsecured promise to pay (or cause to be paid) to you in cash, subject to the terms and conditions of this Award Agreement, the Award Amount, plus applicable earnings as described in Paragraph 8, on the date or dates provided in this Award Agreement.
VESTING OF YOUR AWARD
6. Vesting. Your Award is Vested. When an Award is Vested, it means that your continued active Employment is not required for payment of that portion of your Award. The terms of this Award Agreement (including conditions to payment) continue to apply to your Vested Award.
PAYMENT OF YOUR AWARD AMOUNT; EARNINGS
7. Payment of the Award Amount. The Award Amount (less applicable withholding as described in Paragraph 10(a)) will be paid to you in three substantially equal installments in each of , and (each such date, a “Payment Date”). Until such payment, you have only the rights of a general unsecured creditor of the Firm. The Firm may accelerate any Payment Date by up to 30 days.
8. Earnings. During the period between the Date of Grant and the last applicable Payment Date (or such earlier date as you may receive payment of all amounts due to you under the Award), any unpaid portion of the Award Amount will be credited with earnings on the last day of the calendar year that immediately precedes the Payment Date at a rate of , provided, however, in the event you receive payment on a date earlier than the applicable Payment Date, any unpaid portion of the Award Amount will be credited with the pro-rata portion of such earnings (based upon the number of days in the calendar year in which such payment occurs, or such other method as may be determined by the Firm). Such credited earnings (less applicable withholding as described in Paragraph 10(a)) will be paid to you on each Payment Date in accordance with Paragraph 7 above.
EXCEPTIONS TO PAYMENT DATES
9. Accelerated Payment in the Event of a Qualifying Termination After a Change in Control, Conflicted Employment or Death. In the event of your Qualifying Termination After a Change in Control, Conflicted Employment or death, each as described below, your Outstanding Award will be treated as described in this Paragraph 9.
(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, an amount equal to any unpaid portion of your Award will be paid to you.
(b) You Are Determined to Have Accepted Conflicted Employment.
(i) Generally. If your Employment terminates solely because you resign to accept Conflicted Employment, as soon as practicable after the Firm has received satisfactory documentation relating to your Conflicted Employment, an amount equal to any unpaid portion of your Award will be paid to you. In addition, if, following your termination of Employment, you notify the Firm and provide the Firm with satisfactory documentation that you are accepting Conflicted Employment, an amount equal to any unpaid portion of your Award will be paid to you.
(ii) You May Have to Take Other Steps to Address Conflicts of Interest. The Firm retains the authority to exercise its rights under the Award Agreement 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 (which may include a determination that the accelerated payment described in Paragraph 9(b)(i) will not apply because such action is not necessary or appropriate to cure an actual or perceived conflict of interest).
(c) Death. If you die, an amount equal to any unpaid portion of your Award will be paid to the representative of your estate as soon as practicable after the date of death and after such documentation as may be requested by the Firm is provided to the Firm.
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OTHER TERMS, CONDITIONS AND AGREEMENTS
10. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Payment of your Award is conditioned on your satisfaction of any applicable withholding taxes in any manner described in Section 3.2 of the Plan (which includes the Firm deducting or withholding amounts from any payment to you). To the extent permitted by applicable law, the Firm, in its sole discretion, also 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 of this Award by requiring you to remit such amount in cash (or through payroll deduction or otherwise). 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, in its sole discretion, may 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 remit such amount in cash (or through payroll deduction or otherwise). In no event, however, does this Paragraph 10(a) give you any discretion to determine or affect the timing of the payment of the Award or the timing of payment of tax obligations.
(b) 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 Award or other person such personal information of yours as the Firm deems advisable to administer the Award, and you agree to provide any additional consents that the Firm 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 confidential or proprietary information;
(iii) You Will Be Deemed to Represent Your Compliance with All the Terms of Your Award if You Accept Payment. You will be deemed to have represented and certified that you have complied with all of the terms of this Award Agreement when you accept payment of your Award;
(iv) 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 payment of your Award may initially be made into and held in that escrow account until such time as the Firm has received such documentation as it may have requested or until the Firm has determined that any other conditions or restrictions on payment required by this Award Agreement have been satisfied;
(v) You Must Comply with Applicable Deadlines and Procedures to Appeal Determinations Made by the Firm. In order to appeal a determination by the Firm, or any of its delegates or designees, you must submit a written request for the appeal within 180 days after receipt of any such determination. You must exhaust all administrative remedies before seeking to resolve a dispute through arbitration pursuant to Paragraph 13 and Section 3.17 of the Plan.
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(vi) You Agree that any Covered Person Shall 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.
11. Non-transferability. Unless otherwise determined by the Firm, none of your rights under this Award shall be permitted to be sold, exchanged, transferred, assigned, pledged, hypothecated, fractionalized or otherwise disposed of, whether voluntarily or involuntarily, and any purported sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization or other disposition in violation of this Paragraph shall be void.
12. Right of Offset. Except as provided in Paragraph 15(f), the obligation to make any payment 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 Firm deems appropriate pursuant to any tax equalization policy or agreement.
ARBITRATION, CHOICE OF FORUM AND GOVERNING LAW
13. 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 ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND 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.
(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) All references to the New York Stock Exchange in Section 3.17 of the Plan will be read as references to the Financial Industry Regulatory Authority.
(e) The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and this Award Agreement, and all arbitration proceedings thereunder.
(f) 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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14. 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
15. Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 16 apply to you only if you are a U.S. taxpayer.
(a) This Award Agreement is 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 Firm 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 this Paragraph 15 and the other provisions of this Award Agreement, this Paragraph 15 will govern.
(b) Payment of the Award will not be delayed beyond the date on which all applicable conditions or restrictions on payment required by this Agreement 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, payment for 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 the payment of the Award to be within the short-term deferral exception unless, in order to permit all applicable conditions or restrictions on payment to be satisfied, the Firm elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay payment 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-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 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 timing provisions of Paragraph 9(c), the payment of the Award referred to therein will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A).
(d) The timing of payment pursuant to Paragraph 9(a) will occur on the earlier of (i) the Payment Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), payment will occur on the earlier of the Payment Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment. For purposes of Paragraph 9(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A).
(e) The timing of payment referred to in Paragraph 9(b)(i) will be the earlier of (i) the Payment Date or (ii) a date that is within the calendar year in which the Firm receives satisfactory documentation relating to your Conflicted Employment, provided that such payment will be made, and any Firm action referred to in Paragraph 9(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A.
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(f) Paragraph 12 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.
(g) Payment of the Award may be made, if and to the extent elected by the Firm, later than the Payment 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 is permitted under Section 409A).
(h) 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 payment.
AMENDMENT AND CONSTRUCTION
16. Amendment. The Firm reserves the right at any time to amend the terms of this Award Agreement; provided that, no such amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and provided further that the Firm expressly reserves its rights to amend the Award Agreement 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 payment of the Award 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.
17. Construction, Headings. Unless the context requires otherwise, (a) words describing the singular number include the plural and vice versa, (b) words denoting any gender include all genders and (c) 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.
18. Actions of the Firm. Any right, responsibility, act or omission that is reserved to the Firm hereunder or to the Committee in the provisions of the Plan that apply to this Award, may be taken by the Board of Directors of The Goldman Sachs Group, Inc. (the “Board”), the Compensation Committee of the Board, the individuals who from time to time constitute the administrative committee of the SIP (the “SIP Committee”) or such other person or persons as the Board, the Compensation Committee or the members of the SIP Committee may designate, and each such person shall have the powers with respect to this Award as described in Section 1.3.2 of the Plan, and may take actions in the manner described in Section 1.3.3 of the Plan.
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IN WITNESS WHEREOF, [ ] has caused this Fixed Allowance Deferred Cash Award Agreement to be duly executed and delivered as of the Award Date.
[ ]
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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) “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.
The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “Plan”), as modified by Paragraph 4.
(a) “Award Agreement” means the written document or documents by which each Award is evidenced, including any Award Statement.
(b) “Award Statement” means a written statement that reflects certain Award terms.
(c) “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.
(d) “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.
(e) “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
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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 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).
(f) “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.
(g) “Common Stock” means common stock of GS Inc., par value $0.01 per share.
(h) “Conflicted Employment” means the Grantee’s employment at any U.S. Federal, state or local government, any non-U.S. government, any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such government or organization, or any other employer determined by the Committee, if, as a result of such employment, the Grantee’s continued holding of any Outstanding Award would result in an actual or perceived conflict of interest.
(i) “Covered Person” means a member of the Board or the Committee or any employee of the Firm.
(j) “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(k) “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.
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(l) “Firm” means GS Inc. and its subsidiaries and affiliates.
(m) “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).
(n) “Grantee” means a person who receives an Award.
(o) “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
(p) “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.
(q) “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.
(r) “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.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 2/22/16 | 4, 424B2, 8-A12B | ||
| Filed on: | 2/19/16 | 424B2, 8-K | ||
| For Period end: | 12/31/15 | 10-K/A, 11-K, 13F-HR, 4, 424B2, 5 | ||
| 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 12/16/21 Goldman Sachs Group Inc. S-8 12/16/21 4:72K Donnelley … Solutions/FA 10/21/21 Goldman Sachs Group Inc. S-4 11:3.3M Donnelley … Solutions/FA 2/22/21 Goldman Sachs Group Inc. 10-K 12/31/20 252:55M Donnelley … Solutions/FA |