EXHIBIT 10.51
SECOND AMENDMENT TO AGREEMENT RELATING TO
NONCOMPETITION AND OTHER COVENANTS
Reference is made to the Agreement Relating to Noncompetition and Other Covenants, dated as of
May 7, 1999, by and between GS Inc. and the Executive, as amended effective
November 27, 2004 (the
“Noncompetition Agreement”), which Noncompetition Agreement is hereby amended as follows.
I. Defined Terms. Capitalized terms, unless otherwise defined in this Amendment,
shall have the same meanings as in the Noncompetition Agreement.
II. Changes to the Text of the Noncompetition Agreement. The text of the
Noncompetition Agreement is modified as follows:
Section 4. The text of Section 4 is replaced in its entirety with the following:
“4. Nonsolicitation and Non-Hire of Selected Goldman Sachs Personnel
You hereby agree that during the Employment Period and for a period of 12 months
after your Notice Date, you will not, in any manner, directly or indirectly:
(1) Solicit any Selected Firm Personnel to resign from the Firm or to apply
for or accept employment, partnership, membership or similar status with a
Competitive Enterprise;
(2) hire or participate in the hiring of any Selected Firm Personnel
(whether as an employee, consultant, or otherwise) by a Competitive
Enterprise;
(3) participate in the decision to offer Selected Firm Personnel admission
into partnership, membership or similar status with a Competitive
Enterprise; or
(4) participate in the identification of Selected Firm Personnel for
potential hiring or admission into partnership, membership or similar status
with a Competitive Enterprise.
You acknowledge that you will have violated this provision if, during the 12-month
period after your Notice Date, any Selected Firm Personnel are Solicited, hired or
are accepted into partnership, membership or similar status:
(1) by any Competitive Enterprise which you form, which bears your name, or
in which you are an owner, a partner, a member or have similar status; or
(2) by any Competitive Enterprise, and you have, or are intended to have,
managerial or supervisory responsibility for such Selected Firm Personnel.”
Section 6. The first clause is modified to read as follows: “Executive hereby agrees that
prior to accepting employment with any other person or entity during the Employment Period and for
12 months following the Notice Date, Executive will provide . . . .”
