Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 9.85M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 538K
3: EX-10.31 Material Contract HTML 91K
4: EX-10.32 Material Contract HTML 90K
5: EX-10.33 Material Contract HTML 181K
6: EX-10.34 Material Contract HTML 157K
7: EX-10.35 Material Contract HTML 196K
8: EX-10.36 Material Contract HTML 195K
9: EX-10.37 Material Contract HTML 148K
10: EX-10.41 Material Contract HTML 119K
11: EX-10.42 Material Contract HTML 107K
12: EX-10.44 Material Contract HTML 183K
13: EX-10.45 Material Contract HTML 196K
14: EX-10.47 Material Contract HTML 159K
15: EX-21.1 Subsidiaries List HTML 88K
16: EX-23.1 Consent of Expert or Counsel HTML 63K
19: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 86K
Awarded Compensation
17: EX-31.1 Certification -- §302 - SOA'02 HTML 74K
18: EX-32.1 Certification -- §906 - SOA'02 HTML 67K
25: R1 Cover Page HTML 157K
26: R2 Audit Information HTML 67K
27: R3 Consolidated Statements of Earnings HTML 161K
28: R4 Consolidated Statements of Comprehensive Income HTML 95K
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29: R5 Consolidated Balance Sheets HTML 165K
30: R6 Consolidated Balance Sheets (Parenthetical) HTML 104K
31: R7 Consolidated Statements of Changes in HTML 145K
Shareholders' Equity
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33: R9 Description of Business HTML 70K
34: R10 Basis of Presentation HTML 65K
35: R11 Significant Accounting Policies HTML 111K
36: R12 Fair Value Measurements HTML 934K
37: R13 Fair Value Hierarchy HTML 934K
38: R14 Trading Assets and Liabilities HTML 94K
39: R15 Derivatives and Hedging Activities HTML 414K
40: R16 Investments HTML 210K
41: R17 Loans HTML 637K
42: R18 Fair Value Option HTML 107K
43: R19 Collateralized Agreements and Financings HTML 210K
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45: R21 Deposits HTML 118K
46: R22 Unsecured Borrowings HTML 169K
47: R23 Other Liabilities HTML 94K
48: R24 Securitization Activities HTML 122K
49: R25 Variable Interest Entities HTML 194K
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51: R27 Shareholders' Equity HTML 232K
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53: R29 Earnings Per Common Share HTML 79K
54: R30 Transactions with Affiliated Funds HTML 76K
55: R31 Interest Income and Interest Expense HTML 92K
56: R32 Income Taxes HTML 146K
57: R33 Business Segments HTML 210K
58: R34 Credit Concentrations HTML 81K
59: R35 Legal Proceedings HTML 159K
60: R36 Employee Benefit Plans HTML 70K
61: R37 Employee Incentive Plans HTML 104K
62: R38 Parent Company HTML 188K
63: R39 Pay vs Performance Disclosure HTML 74K
64: R40 Insider Trading Arrangements HTML 68K
65: R41 Basis of Presentation (Policies) HTML 428K
66: R42 Fair Value Measurements (Tables) HTML 516K
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68: R44 Trading Assets and Liabilities (Tables) HTML 95K
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70: R46 Investments (Tables) HTML 221K
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72: R48 Fair Value Option (Tables) HTML 93K
73: R49 Collateralized Agreements and Financings (Tables) HTML 202K
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75: R51 Deposits (Tables) HTML 118K
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77: R53 Other Liabilities (Tables) HTML 92K
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79: R55 Variable Interest Entities (Tables) HTML 183K
80: R56 Commitments, Contingencies and Guarantees (Tables) HTML 145K
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84: R60 Transactions with Affiliated Funds (Tables) HTML 74K
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86: R62 Income Taxes (Tables) HTML 143K
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88: R64 Credit Concentrations (Tables) HTML 83K
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Assets and Liabilities Carried at Fair Value
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Instruments by Level (Detail)
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Level 3 Derivatives (Detail)
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Financial Liabilities by Level (Detail)
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Liabilities Level 3 Rollforward (Detail)
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Trading Assets and Liabilities (Detail)
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Making Revenues by Major Product Type (Detail)
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Information (Detail)
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Derivatives on a Gross Basis (Detail)
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Derivatives by Tenor and Major Product Type
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Derivatives (Detail)
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Information About CVA and FVA (Detail)
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Derivatives Bifurcated from their Related
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Amount of Hedged Items Currently Designated in a
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Gains/(Losses) from Net Investment Hedging
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Tenor (Detail)
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the Proceeds from the Sales of Available-for-Sale
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Term Loans by Origination Year (Detail)
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FICO Credit Score (Detail)
139: R115 Loans - Summary of Credit Concentration by Region HTML 131K
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141: R117 Loans - Summary of Nonaccrual Loans (Detail) HTML 92K
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Accounted for at Amortized Cost by Portfolio
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Losses (Detail)
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Financial Assets and Financial Liabilities at Fair
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Offsetting Arrangements (Detail)
151: R127 Collateralized Agreements and Financings - HTML 91K
Additional Information (Detail)
152: R128 Collateralized Agreements and Financings - HTML 89K
Schedule of Gross Carrying Value of Repurchase
Agreements and Securities Loaned by Class of
Collateral Pledged (Detail)
153: R129 Collateralized Agreements and Financings - HTML 80K
Schedule of Repurchase Agreements and Securities
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Secured Financings (Detail)
155: R131 Collateralized Agreements and Financings - Other HTML 83K
Secured Financings by Maturity Date (Detail)
156: R132 Collateralized Agreements and Financings - HTML 67K
Financial Instruments Received as Collateral and
Repledged (Detail)
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Pledged as Collateral (Detail)
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159: R135 Other Assets - Additional Information (Detail) HTML 132K
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161: R137 Other Assets - Identifiable Intangible Assets by HTML 84K
Type (Detail)
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Intangible Assets (Detail)
163: R139 Other Assets - Estimated Future Amortization HTML 73K
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164: R140 Deposits - Types and Sources of Deposits (Detail) HTML 83K
165: R141 Deposits - Types and Sources of Deposits, HTML 69K
Additional Information (Detail)
166: R142 Deposits - Location of Deposits (Detail) HTML 68K
167: R143 Deposits - Maturities of Time Deposits (Detail) HTML 85K
168: R144 Deposits - Additional Information (Detail) HTML 69K
169: R145 Unsecured Borrowings - Schedule of Unsecured HTML 68K
Borrowings (Detail)
170: R146 Unsecured Borrowings - Unsecured Short-Term HTML 86K
Borrowings (Detail)
171: R147 Unsecured Borrowings - Unsecured Long-Term HTML 103K
Borrowings (Detail)
172: R148 Unsecured Borrowings - Unsecured Long-Term HTML 103K
Borrowings by Maturity Date (Detail)
173: R149 Unsecured Borrowings - Unsecured Long-Term HTML 112K
Borrowings after Hedging (Detail)
174: R150 Unsecured Borrowings - Additional Information HTML 96K
(Detail)
175: R151 Unsecured Borrowings - Subordinated Borrowings HTML 87K
(Detail)
176: R152 Other Liabilities - Other Liabilities by Type HTML 79K
(Detail)
177: R153 Other Liabilities - Information About Operating HTML 86K
Lease Liabilities (Detail)
178: R154 Other Liabilities - Additional Information HTML 74K
(Detail)
179: R155 Securitization Activities - Amount of Financial HTML 76K
Assets Securitized and Cash Flows Received on
Retained Interests (Detail)
180: R156 Securitization Activities - Additional Information HTML 95K
(Detail)
181: R157 Securitization Activities - Firms Continuing HTML 84K
Involvement in Securitization Entities to Which
Firm Sold Assets (Detail)
182: R158 Securitization Activities - Weighted Average Key HTML 85K
Economic Assumptions Used in Measuring Fair Value
of Firm's Retained Interests and Sensitivity of
This Fair Value to Immediate Adverse Changes
(Detail)
183: R159 Variable Interest Entities - Nonconsolidated HTML 126K
Variable Interest Entities (Detail)
184: R160 Variable Interest Entities - Consolidated Variable HTML 131K
Interest Entities (Detail)
185: R161 Commitments, Contingencies and Guarantees - HTML 107K
Commitments (Detail)
186: R162 Commitments, Contingencies and Guarantees - HTML 72K
Lending Commitments (Detail)
187: R163 Commitments, Contingencies and Guarantees - HTML 110K
Additional Information (Detail)
188: R164 Commitments, Contingencies and Guarantees - HTML 96K
Guarantees (Detail)
189: R165 Shareholders' Equity - Additional Information HTML 182K
(Detail)
190: R166 Shareholders' Equity - Summary of Amount of Common HTML 69K
Stock Repurchased by the Firm (Detail)
191: R167 Shareholders' Equity - Summary of Dividends HTML 64K
Declared on Common Stock (Detail)
192: R168 Shareholders' Equity - Summary of Perpetual HTML 153K
Preferred Stock Issued and Outstanding (Detail)
193: R169 Shareholders' Equity - Summary of Dividend Rates HTML 99K
of Perpetual Preferred Stock Issued and
Outstanding (Detail)
194: R170 Shareholders' Equity - Summary of Preferred HTML 118K
Dividends Declared on Preferred Stock Issued
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195: R171 Shareholders' Equity - Accumulated Other HTML 89K
Comprehensive Income/(Loss), Net of Tax (Detail)
196: R172 Regulation and Capital Adequacy - Risk-Based HTML 98K
Capital and Leverage Requirements (Detail)
197: R173 Regulation and Capital Adequacy - Risk-Based HTML 100K
Capital Ratios (Detail)
198: R174 Regulation and Capital Adequacy - Leverage Ratios HTML 91K
(Detail)
199: R175 Regulation and Capital Adequacy - Additional HTML 79K
Information (Detail)
200: R176 Regulation and Capital Adequacy - Risk-Based HTML 113K
Capital (Detail)
201: R177 Regulation and Capital Adequacy - CET1, Tier 1 HTML 107K
Capital and Tier 2 Capital (Detail)
202: R178 Regulation and Capital Adequacy - Risk-Weighted HTML 111K
Assets (Detail)
203: R179 Regulation and Capital Adequacy - Changes in HTML 102K
Risk-Weighted Assets (Detail)
204: R180 Regulation and Capital Adequacy - Risk-Based HTML 100K
Capital and Leverage Ratios and "Well-capitalized"
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205: R181 Regulation and Capital Adequacy - Risk Based HTML 99K
Capital Requirements (Detail)
206: R182 Earnings Per Common Share - Earnings Per Common HTML 88K
Share (Detail)
207: R183 Earnings Per Common Share - Additional Information HTML 67K
(Detail)
208: R184 Transactions with Affiliated Funds - Fees Earned HTML 64K
from Affiliated Funds (Detail)
209: R185 Transactions with Affiliated Funds - Fees HTML 66K
Receivable from Affiliated Funds and the Aggregate
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210: R186 Transactions with Affiliated Funds - Additional HTML 64K
Information (Detail)
211: R187 Interest Income and Interest Expense - Sources of HTML 97K
Interest Income and Interest Expense (Detail)
212: R188 Income Taxes - Provision for Taxes (Details) HTML 90K
213: R189 Income Taxes - Reconciliation to Effective Income HTML 87K
Tax Rate (Details)
214: R190 Income Taxes - Deferred Tax Assets and Liabilities HTML 100K
(Details)
215: R191 Income Taxes - Additional Information (Details) HTML 100K
216: R192 Income Taxes - Changes in the Liability for HTML 76K
Unrecognized Tax Benefits (Details)
217: R193 Income Taxes - Earliest Tax Years Subject to HTML 74K
Examination by Major Jurisdiction (Detail)
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Earnings By Geographic Region (Detail)
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Included in Trading Cash Instruments and
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223: R199 Credit Concentrations - Additional Information HTML 71K
(Detail)
224: R200 Credit Concentrations - U.S. Government and Agency HTML 70K
Obligations and Non-U.S. Government and Agency
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Stock Settled RSUs (Details)
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Compensation and Related Excess Tax Benefit
(Details)
230: R206 Parent Company - Condensed Statements of Earnings HTML 131K
(Details)
231: R207 Parent Company - Additional Information (Details) HTML 96K
232: R208 Parent Company - Condensed Balance Sheets HTML 176K
(Details)
233: R209 Parent Company - Condensed Statements of Cash HTML 163K
Flows (Details)
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The Goldman Sachs Group, Inc. Outside Director _____ RSU Award
This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2021) (the “Plan”), governs your _____ award of RSUs (your “Award”) [that will be granted to you as set forth on your Award Statement]. You should read carefully this entire Award Agreement, which includes the Award Statement and any attached Appendix.
Documents that Govern Your Award; Definitions
1.The
Plan. Your Award is granted under the Plan, and the Plan’s terms apply to, and are a part of, this Award Agreement.
2.Your Award Statement. The Award Statement delivered to you contains some of your Award’s specific terms. For example, it contains the Date[s] of Grant, the [calculation that will be used to determine the] number of RSUs [that will be] awarded to you [on any such Date of Grant] and the Delivery Date.
3.Definitions. Unless otherwise defined herein, including in the Definitions Appendix or any other Appendix, capitalized terms have the meanings provided in the Plan.
Delivery of Your RSU Shares
4.Delivery. RSU
Shares (less applicable withholding) will be delivered in respect of your Outstanding RSUs reasonably promptly (but no more than 30 Business Days) after the Delivery Date listed on your Award Statement. Unless otherwise determined by the Committee, delivery of the RSU Shares will be effected by book-entry credit to your Account and no delivery of RSU Shares will be made unless you have timely established your Account. Until such delivery, you have only the rights of a general unsecured creditor, and no rights as a shareholder of GS Inc.
Dividend Equivalent Rights
5.Dividend Equivalent Rights. Each RSU includes a Dividend Equivalent Right, which entitles you to receive an amount (less applicable withholding), at or after the time of distribution of any regular cash dividend paid by GS Inc. in respect of a share
of Common Stock, equal to any regular cash dividend payment that would have been made in respect of an RSU Share underlying your Outstanding RSUs for any record date that occurs on or after the Date of Grant.
Accelerated Delivery
6.Accelerated Delivery in the Event of Conflicted Employment or Death. In the event of your Conflicted Employment or death, your Outstanding Award will be treated as described in this Paragraph 6, and all other terms of this Award Agreement continue to apply.
(a)You Are Determined to Have Accepted Conflicted Employment.
(i)Generally. Unless prohibited by applicable law or regulation, if you accept Conflicted Employment,
as soon as practicable after the Committee has received satisfactory documentation relating to your Conflicted Employment, RSU Shares will be delivered in respect of your Outstanding RSUs (including in the form of cash as described in Paragraph 7(b)).
(ii)You May Have to Take Other Steps to Address Conflicts of Interest. The Committee retains the authority to exercise its rights under the Award Agreement or the Plan (including 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 (which may include a determination that the accelerated delivery described in Paragraph 6(a)(i)
will
not apply because such actions are not necessary or appropriate to cure an actual or perceived conflict of interest).
(b)Death. If you die, the RSU Shares underlying your Outstanding RSUs (and, notwithstanding anything to the contrary in any applicable award agreement, any previously granted Outstanding RSUs) will be delivered to your Account 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.
Other Terms, Conditions and Agreements
7.Additional Terms, Conditions and Agreements.
(a)You Must Satisfy Applicable Tax Withholding Requirements. Delivery of RSU Shares is conditioned
on your satisfaction of any applicable withholding taxes in accordance with Section 3.2 of the Plan, provided that the Committee may determine not to apply the withholding rate described in Section 3.2.2 of the Plan.
(b)Firm May Deliver Cash or Other Property Instead of RSU Shares. In accordance with Section 1.3.2(i) of the Plan, in the sole discretion of the Committee, in lieu of all or any portion of the RSU Shares, the Firm may deliver cash, other securities, other awards under the Plan or other property, and all references in this Award Agreement to deliveries of RSU Shares will include such deliveries of cash, other securities, other awards under the Plan or other property.
(c)Firm May Affix Legends and Place Stop Orders on RSU Shares. GS Inc. may affix to Certificates representing RSU
Shares any legend that the Committee determines to be necessary or advisable. GS Inc. may advise the transfer agent to place a stop order against any legended RSU Shares.
(d)You Agree to Certain Consents. By accepting this Award, you have expressly consented to all of the items listed in Section 3.3.3(d) of the Plan, including the Firm’s supplying to any third-party recordkeeper of the Plan or other person such personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional consents that the Committee determines to be necessary or advisable.
Non-Transferability
8.Non-transferability. Except as otherwise may be provided in this Paragraph 8 or as otherwise may be provided by the Committee,
the limitations on transferability set forth in Section 3.5 of the Plan will apply to this Award. Any purported transfer or assignment in violation of the provisions of this Paragraph 8 or Section 3.5 of the Plan will be void. The Committee may adopt procedures pursuant to which you may transfer some or all of your RSUs through a gift for no consideration to any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the recipient’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the beneficial interest, and any other entity in which these persons (or the recipient) own more than 50% of the voting interests.
Governing Law
9.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
- 2 -
10.Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 10 apply to you only if you are a U.S. taxpayer.
(a)This Award Agreement and the Plan provisions that apply to this Award are intended and will be construed to comply with Section 409A (including the requirements applicable to,
or the conditions for exemption from treatment as, 409A Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions. The Committee will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement will govern, and in the case of any conflict or potential inconsistency between this Paragraph 10 and the other provisions of this Award Agreement, this Paragraph 10 will govern.
(b)Delivery of RSU Shares will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares required by this Agreement (including those specified in Paragraphs 4, 6(b) and 7 and the consents and other
items specified in Section 3.3 of the Plan) are satisfied, and will occur by December 31 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date as may be permitted under Section 409A, including Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment.
(c)Notwithstanding the provisions of Paragraph 7(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or
other property that the Firm may deliver in respect of your RSUs will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)).
(d)Notwithstanding the timing provisions of Paragraph 6(b), the delivery of RSU Shares 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).
(e)Notwithstanding
any provision of Paragraph 5 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a share of Common Stock the record date for which occurs on or after the Date of Grant. The payment will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.
(f)The timing of delivery or payment referred to in Paragraph 6(a)(i) will be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment will be made, and any Committee action referred
to in Paragraph 6(a)(i) 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.
(g)Section 3.4 of the Plan will not apply to Awards that are 409A Deferred Compensation except to the extent permitted under Section 409A.
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(h)Delivery of RSU Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than the Delivery 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 delivery
is permitted under Section 409A).
(i)You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.
Amendment, Construction and Regulatory Reporting
11.Amendment. The Committee reserves the right at any time to amend the terms of this Award Agreement, and the Board may amend the Plan in any respect; provided, that, notwithstanding the foregoing and Sections 1.3.2(f), 1.3.2(h) and 3.1 of the Plan, no such amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and provided
further, that the Committee expressly reserves the right to accelerate the delivery of the RSU Shares and in its discretion to provide that such Shares may not be transferable until the Delivery Date. A modification that impacts the tax consequences of this Award or the timing of delivery of RSU Shares 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.
12.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.
13.Providing Information to the Appropriate Authorities. In accordance with applicable law, nothing in this Award Agreement or the Plan prevents you from providing information you reasonably believe to be true to the appropriate governmental authority, including a regulatory, judicial, administrative, or other governmental entity; reporting possible violations of law or regulation; making other disclosures that are protected under any applicable law or regulation; or filing a charge or participating in any investigation or proceeding conducted by a governmental authority. For the
avoidance of doubt, governmental authority includes federal, state and local government agencies such as the SEC, the Equal Employment Opportunity Commission and any state or local human rights agency (e.g., the New York State Division of Human Rights, the New York City Commission on Human Rights, the California Civil Rights Department), as well as law enforcement (e.g., the state Attorney General). Similarly, nothing in this Award Agreement or the Plan prohibits you from speaking with your own attorney regarding your own legal rights or obligations.
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IN WITNESS WHEREOF, GS Inc. has caused
this Award Agreement to be duly executed and delivered as of the [applicable] Date of Grant [for each Award granted hereunder].
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.
The following capitalized terms are used in this Award Agreement with the meanings that are assigned to them in the Plan.
(a)“Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
(b)“Award
Agreement” means the written document or documents by which each Award is evidenced, including any related Award Statement and signature card.
(c)“Award Statement” means a written statement that reflects certain Award terms.
(d)“Board” means the Board of Directors of GS Inc.
(e)“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are authorized or obligated by Federal law or executive order to be closed.
(f)“Certificate”
means a stock certificate (or other appropriate document or evidence of ownership) representing shares of Common Stock.
(g)“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.
(h)“Common Stock” means common stock of GS Inc., par value $0.01 per share.
(i)“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 or Shares at Risk would result in an
actual or perceived conflict of interest.
(j)“Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
(k)“Delivery Date” means each date specified in the Grantee’s Award Agreement as a delivery date, provided, unless the Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading day of the first Window Period beginning after such date.
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(l)“Dividend
Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
(m)“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations thereunder.
(n)“Firm” means GS Inc. and its subsidiaries and affiliates.
(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, canceled, 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)“RSU” means a restricted stock unit Award granted under the Plan, which represents an unfunded and unsecured promise to deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement.
(r)“RSU Shares” means shares of Common Stock that underlie an RSU.
(s)“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.
(t)“Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated group is permitted to purchase or sell shares of Common Stock).
