{"id":38360,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-stock-incentive-plan-goldman-sachs-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-stock-incentive-plan-goldman-sachs-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-stock-incentive-plan-goldman-sachs-group-inc.html","title":{"rendered":"1999 Stock Incentive Plan &#8211; Goldman Sachs Group Inc."},"content":{"rendered":"<pre>                                                                   Draft 4\/26\/99\n    \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                   THE GOLDMAN SACHS 1999 STOCK INCENTIVE PLAN\n                                Table of Contents\n\n\n\n                                                                                  Page\n                                                                                  ----\n                                    ARTICLE I\n\n                                     GENERAL\n\n                                                                            \n1.1    Purpose..................................................................    1\n1.2    Definitions of Certain Terms.............................................    1\n1.3    Administration...........................................................    2\n1.4    Persons Eligible for Awards..............................................    4\n1.5    Types of Awards Under Plan...............................................    4\n1.6    Shares Available for Awards..............................................    4\n\n                                   ARTICLE II\n\n                              AWARDS UNDER THE PLAN\n\n   \n2.1    Agreements Evidencing Awards.............................................    6\n2.2    No Rights as a Shareholder...............................................    6\n2.3    Grant of Options and Stock Appreciation Rights...........................    6\n2.4    Exercise of Options and Stock Appreciation Rights........................    6\n2.5    Grant of Restricted Stock................................................    7\n2.6    Grant of Restricted Stock Units..........................................    7\n2.7    Other Stock-Based Awards.................................................    7\n2.8    Grant of Dividend Equivalent Rights......................................    8\n    \n\n                                   ARTICLE III\n\n                                  MISCELLANEOUS\n\n   \n3.1    Amendment of the Plan....................................................    8\n3.2    Tax Withholding..........................................................    8\n3.3    Required Consents and Legends............................................    9\n3.4    Nonassignability Consent and.............................................   10\n3.5    Requirement of Consent and Notification of Election Under Section 83(b)\n         of the Code or Similar Provision.......................................   10\n3.6    Requirement of Notification Upon Disqualifying Disposition Under\n         Section 421(b) of the Code.............................................   11\n3.7    Change in Control .......................................................   11\n3.8    Right of Discharge Reserved..............................................   11\n\n    \n\n\n                                        i\n   \n\n<font size=\"2\">                                                                            \n3.9    Nature of Payments.......................................................   11\n3.10   Non-Uniform Determinations...............................................   12\n3.11   Other Payments or Awards.................................................   12\n3.12   Plan Headings............................................................   12\n3.13   Date of Adoption and Term of Plan........................................   12\n3.14   Governing Law............................................................   13\n3.15   Severability; Entire Agreement...........................................   13\n3.16   Waiver of Claims.........................................................   13\n3.17   No Third Party Beneficiaries.............................................   14\n3.18   Successors and Assigns of GS Inc. .......................................   14\n<\/font>\n    \n\n\n                                       ii\n                   THE GOLDMAN SACHS 1999 STOCK INCENTIVE PLAN\n\n                                    ARTICLE I\n\n                                     GENERAL\n\n1.1      Purpose\n\n         The purpose of The Goldman Sachs 1999 Stock Incentive Plan is to\nattract, retain and motivate officers, directors, employees (including\nprospective employees), consultants and others who may perform services for the\nFirm, to compensate them for their contributions to the long-term growth and\nprofits of the Firm, and to encourage them to acquire a proprietary interest in\nthe success of the Firm.\n\n1.2      Definitions of Certain Terms\n\n                  1.2.1 'Award' means an award made pursuant to the Plan.\n\n                  1.2.2 'Award Agreement' means the written document by which\neach Award is evidenced.\n\n                  1.2.3 'Board' means the Board of Directors of GS Inc.\n\n                  1.2.4 'Certificate' means a stock certificate (or other\nappropriate document or evidence of ownership) representing shares of Common\nStock of GS Inc.\n\n                  1.2.5 'Code' means the Internal Revenue Code of 1986, as\namended from time to time, and the applicable rulings and regulations\nthereunder.\n\n                  1.2.6 'Committee' means the committee appointed by the Board\nto administer the Plan pursuant to Section 1.3.\n\n                  1.2.7 'Common Stock' means common stock of GS Inc., par value\n$0.01 per share.\n\n                  1.2.8 'Employment' means a grantee's performance of services\nfor the Firm, as determined by the Committee. The terms 'employ' and 'employed'\nshall have their correlative meanings.\n\n\n                                        1\n                  1.2.9 'Exchange Act' means the Securities Exchange Act of\n1934, as amended from time to time, and the applicable rules and regulations\nthereunder.\n\n                  1.2.10 'Fair Market Value' means, with respect to a share of\nCommon Stock on any day, the fair market value as determined in accordance with\na valuation methodology approved by the Committee.\n\n                  1.2.11 'Firm' means GS Inc. and its subsidiaries and\naffiliates.\n\n                  1.2.12 'GS Inc.' means The Goldman Sachs Group, Inc., and any\nsuccessor thereto.\n\n                  1.2.13 'Incentive Stock Option' means an Option that is\nintended to qualify for special federal income tax treatment pursuant to\nSections 421 and 422 of the Code, as now constituted or subsequently amended, or\npursuant to a successor provision of the Code, and which is so designated in the\napplicable Award Agreement.\n\n                  1.2.14 'Nonqualified Stock Option' means an Option that is not\nan Incentive Stock Option.\n\n                  1.2.15 'Option' means an Incentive Stock Option or a\nNonqualified Stock Option or both, as the context requires.\n\n                  1.2.16 'Plan' means The Goldman Sachs 1999 Stock Incentive\nPlan, as described herein and as hereafter amended from time to time.\n\n1.3      Administration\n\n                  1.3.1 Subject to Section 1.3.4, the Plan shall be administered\nby a committee appointed by the Board whose members shall serve at the pleasure\nof the Board. To the extent required for transactions under the Plan to qualify\nfor the exemptions available under Rule 16b-3 promulgated under the Exchange\nAct, all actions relating to Awards to persons subject to Section 16 of the\nExchange Act may be taken by the Board or a committee or subcommittee of the\nBoard composed of two or more members, each of whom is a 'non-employee director'\nwithin the meaning of Exchange Act Rule 16b-3. To the extent required for\ncompensation realized from Awards under the Plan to be deductible by GS Inc.\npursuant to Section 162(m) of the Code, such Awards may be granted by a\ncommittee or subcommittee of the Board composed of two or more members, each of\nwhom is an 'outside director' within the meaning of Code Section 162(m).\n\n                  1.3.2 The Committee shall have complete control over the\nadministration of the Plan and shall have the authority in its discretion to (a)\nexercise all of the powers granted to it\n\n\n                                        2\nunder the Plan, (b) construe, interpret and implement the Plan and any Award\nAgreements, (c) prescribe, amend and rescind rules and regulations relating to\nthe Plan, including rules governing its own operations, (d) make all\ndeterminations necessary or advisable in administering the Plan, (e) correct any\ndefect, supply any omission and reconcile any inconsistency in the Plan, (f)\namend the Plan to reflect changes in applicable law (whether or not the rights\nof the grantee of any Award are adversely affected, unless otherwise provided in\nsuch grantee's Award Agreement), (g) unless otherwise provided in an Award\nAgreement, amend any outstanding Award Agreement in any respect, whether or not\nthe rights of the grantee of such Award are adversely affected, including,\nwithout limitation, to accelerate the time or times at which the Award becomes\nvested, unrestricted or may be exercised, waive or amend any goals, restrictions\nor conditions set forth in such Award Agreement, or impose new goals,\nrestrictions and conditions, or reflect a change in the grantee's circumstances\n(e.g., a change to part-time employment status), or to permit GS Inc. to utilize\nthe pooling-of-interests accounting method and (h) determine whether, to what\nextent and under what circumstances and method or methods (1) Awards may be (A)\nsettled in cash, shares of Common Stock, other securities, other Awards or other\nproperty, (B) exercised or (C) canceled, forfeited or suspended, (2) shares of\nCommon Stock, other securities, other Awards or other property, and other\namounts payable with respect to an Award may be deferred either automatically or\nat the election of the grantee thereof or of the Committee, (3) loans (whether\nor not secured by Common Stock) may be extended by the Firm with respect to any\nAwards and (4) Awards may be settled by GS Inc., any of its subsidiaries or\naffiliates or any of its or their designees.\n\n                  1.3.3 Actions of the Committee may be taken by the vote of a\nmajority of its members. Any action may be taken by a written instrument signed\nby a majority of the Commit tee members, and action so taken shall be fully as\neffective as if it had been taken by a vote at a meeting. The determination of\nthe Committee on all matters relating to the Plan or any Award Agreement shall\nbe final, binding and conclusive. The Committee may allocate among its members\nand delegate to any person who is not a member of the Committee any of its\nadministrative responsibilities.\n\n                  1.3.4 Notwithstanding anything to the contrary contained\nherein: (a) until the Board shall appoint the members of the Committee, the Plan\nshall be administered by the Board and (b) the Board may, in its sole\ndiscretion, at any time and from time to time, grant Awards or administer the\nPlan. In either of the foregoing events, the Board shall have all of the\nauthority and responsibility granted to the Committee herein.\n\n                  1.3.5 No member of the Board or the Committee or any employee\nof the Firm shall be liable for any action or determination made in good faith\nwith respect to the Plan or any Award thereunder. Each such person shall be\nindemnified and held harmless by GS Inc. against and from any loss, cost,\nliability, or expense that may be imposed upon or incurred by such person in\nconnection with or resulting from any action, suit or proceeding to which such\nperson may be a party or in which such person may be involved by reason of any\naction taken or failure\n\n\n                                        3\nto act under the Plan or any Award Agreement and against and from any and all\namounts paid by such person, with GS Inc.'s approval, in settlement thereof, or\npaid by such person in satisfaction of any judgment in any such action, suit or\nproceeding against such person, provided that GS Inc. shall have the right, at\nits own expense, to assume and defend the same. The foregoing right of\nindemnification shall not be available to a person to the extent that a final\njudgment or other final adjudication binding upon such person establishes that\nthe acts or omissions of such person giving rise to the indemnification claim\nresulted from such person's bad faith, fraud or willful criminal act or\nomission. The foregoing right of indemnification shall not be exclusive of any\nother rights of indemnification to which such persons may be entitled under GS\nInc.'s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise,\nor any other power that GS Inc. may have to indemnify such persons or hold them\nharmless.\n\n1.4      Persons Eligible for Awards\n\n                  Awards under the Plan may be made to such officers, directors,\nemployees (including prospective employees), consultants and other individuals\nwho may perform services for the Firm, as the Committee may select.\n\n1.5      Types of Awards Under Plan\n\n                  Awards may be made under the Plan in the form of (a) Options,\n(b) stock appreciation rights, (c) dividend equivalent rights, (d) restricted\nstock, (e) restricted stock units and (f) other equity-based or equity-related\nAwards which the Committee determines to be consistent with the purpose of the\nPlan and the interests of the Firm. No Incentive Stock Option (other than an\nIncentive Stock Option that may be assumed or issued by GS Inc. in connection\nwith a transaction to which Section 424(a) of the Code applies) may be granted\nto a person who is not eligible to receive an Incentive Stock Option under the\nCode.\n\n1.6      Shares Available for Awards\n\n                  1.6.1 Total shares available. Subject to adjustment pursuant\nto Section 1.6.2, the total number of shares of Common Stock which may be\ndelivered pursuant to Awards granted under the Plan through GS Inc.'s fiscal\nyear ending in 2002 shall not exceed three hundred million shares and pursuant\nto Awards granted in each fiscal year thereafter shall not exceed five percent\n(5%) of the issued and outstanding shares of Common Stock, determined as of the\nlast day of the immediately preceding fiscal year, increased by the number of\nshares available for Awards in previous fiscal years but not covered by Awards\ngranted in such years. If, after the effective date\n\n                                        4\n   \nof the Plan, any Award is forfeited or otherwise terminates or is canceled\nwithout the delivery of shares of Common Stock, shares of Common Stock are\nsurrendered or withheld from any Award to satisfy a grantee's income tax or\nother withholding obligations, or shares of Common Stock owned by a grantee are\ntendered to pay the exercise price of any Award granted under the Plan, then the\nshares covered by such forfeited, terminated or canceled Award or which are\nequal to the number of shares surrendered, withheld or tendered shall again\nbecome available for transfer pursuant to Awards granted or to be granted under\nthis Plan. Notwithstanding the foregoing, but subject to adjustment as provided\nin Section 1.6.2., no more than two hundred million shares of Common Stock shall\nbe delivered pursuant to the exercise of Incentive Stock Options. The maximum\nnumber of shares of Common Stock with respect to which Options or stock\nappreciation rights may be granted to an individual grantee (i) in GS Inc.'s\nfiscal year ending in 1999 shall equal 3,500,000 shares of Common Stock and (ii)\nin each subsequent fiscal year shall equal 110% of the maximum number for the\npreceding fiscal year. Any shares of Common Stock (a) delivered by GS Inc., (b)\nwith respect to which Awards are made by GS Inc. and (c) with respect to which\nGS Inc. becomes obligated to make Awards, in each case through the assumption\nof, or in substitution for, outstanding awards previously granted by an acquired\nentity, shall not be counted against the shares of Common Stock available for\nAwards under this Plan. Shares of Common Stock which may be delivered pursuant\nto Awards may be authorized but unissued Common Stock or authorized and issued\nCommon Stock held in GS Inc.'s treasury or otherwise acquired for the purposes\nof the Plan.\n    \n\n\n                  1.6.2 Adjustments. The Committee shall have the authority (but\nshall not be required) to adjust the number of shares of Common Stock authorized\npursuant to Section 1.6.1 and to adjust equitably (including, without\nlimitation, by payment of cash) the terms of any outstanding Awards (including,\nwithout limitation, the number of shares of Common Stock covered by each\noutstanding Award, the type of property to which the Award is subject and the\nexercise or strike price of any Award), in such manner as it deems appropriate\nto preserve the benefits or potential benefits intended to be made available to\ngrantees of Awards, for any increase or decrease in the number of issued shares\nof Common Stock resulting from a stock split, reverse stock split, stock\ndividend, spinoff, splitup, combination or reclassification of the Common Stock,\nor any other event the Committee determines in its sole discretion affects the\ncapitalization of GS Inc., including any extraordinary dividend or distribution.\nAfter any adjustment made pursuant to this Section 1.6.2, the number of shares\nof Common Stock subject to each outstanding Award shall be rounded to the\nnearest whole number.\n\n                  1.6.3 Except as provided in this Section 1.6 or under the\nterms of any applicable Award Agreement, there shall be no limit on the number\nor the value of shares of Common Stock that may be subject to Awards to any\nindividual under the Plan.\n\n                  1.6.4 There shall be no limit on the amount of cash,\nsecurities (other than shares of Common Stock as provided in this Section 1.6)\nor other property that may be delivered pursuant to any Award.\n\n\n                                        5\n                                   ARTICLE II\n\n                              AWARDS UNDER THE PLAN\n\n\n2.1      Agreements Evidencing Awards\n\n                  Each Award granted under the Plan shall be evidenced by a\nwritten document which shall contain such provisions and conditions as the\nCommittee deems appropriate. The Committee may grant Awards in tandem with or in\nsubstitution for any other Award or Awards granted under this Plan or any award\ngranted under any other plan of the Firm. By accepting an Award pursuant to the\nPlan, a grantee thereby agrees that the Award shall be subject to all of the\nterms and provisions of the Plan and the applicable Award Agreement.\n\n2.2      No Rights as a Shareholder\n\n                  No grantee of an Award shall have any of the rights of a\nshareholder of GS Inc. with respect to shares subject to such Award until the\ndelivery of such shares. Except as otherwise provided in Section 1.6.2, no\nadjustments shall be made for dividends, distributions or other rights (whether\nordinary or extraordinary, and whether in cash, Common Stock, other securities\nor other property) for which the record date is prior to the date such shares\nare delivered.\n\n\n2.3      Grant of Options and Stock Appreciation Rights\n\n                  The Committee may grant (a) Options to purchase shares of\nCommon Stock from GS Inc. and (b) stock appreciation rights, in such amounts and\nsubject to such terms and conditions as the Committee may determine.\n\n\n2.4      Exercise of Options and Stock Appreciation Rights\n\n                  2.4.1 Any acceptance by the Committee of an optionee's written\nnotice of exercise of an Option shall be conditioned upon payment for the shares\nbeing purchased. Such payment may be made in cash or by such other method as the\nCommittee may from time to time prescribe.\n\n\n                                        6\n                  2.4.2 After receiving payment from the optionee of the full\nOption exercise price, or after receiving notice from the grantee of the\nexercise of a stock appreciation right for which payment will be made by GS Inc.\npartly or entirely in shares of Common Stock, GS Inc. shall, subject to the\nprovisions of the Plan or any Award Agreement, deliver the shares of Common\nStock.\n\n2.5      Grant of Restricted Stock\n\n                  The Committee may grant or offer for sale restricted shares of\nCommon Stock in such amounts and subject to such terms and conditions as the\nCommittee shall determine. Upon the delivery of such shares, the grantee shall\nhave the rights of a shareholder with respect to the restricted stock, subject\nto any restrictions and conditions as the Committee may include in the\napplicable Award Agreement. In the event that a Certificate is issued in respect\nof restricted shares of Common Stock, such Certificate may be registered in the\nname of the grantee but shall be held by GS Inc. or its designated agent until\nthe time the restrictions lapse.\n\n2.6      Grant of Restricted Stock Units\n\n                  The Committee may grant Awards of restricted stock units in\nsuch amounts and subject to such terms and conditions as the Committee shall\ndetermine. A grantee of a restricted stock unit will have only the rights of a\ngeneral unsecured creditor of GS Inc. until delivery of shares of Common Stock,\ncash or other securities or property is made as specified in the applicable\nAward Agreement. On the delivery date, the grantee of each restricted stock unit\nnot previously forfeited shall receive one share of Common Stock, or cash,\nsecurities or other property equal in value to a share of Common Stock or a\ncombination thereof, as specified by the Committee.\n\n\n2.7      Other Stock-Based Awards\n\n                  The Committee may grant other types of equity-based or\nequity-related Awards (including the grant or offer for sale of unrestricted\nshares of Common Stock) in such amounts and subject to such terms and\nconditions, as the Committee shall determine. Such Awards may entail the\ntransfer of actual shares of Common Stock to Plan participants, or payment in\ncash or otherwise of amounts based on the value of shares of Common Stock, and\nmay include, without\n\n\n                                        7\nlimitation, Awards designed to comply with or take advantage of the applicable\nlocal laws of jurisdictions other than the United States.\n\n2.8      Grant of Dividend Equivalent Rights\n\n                  The Committee may include in the Award Agreement with respect\nto any Award a dividend equivalent right entitling the grantee to receive\namounts equal to all or any portion of the dividends that would be paid on the\nshares of Common Stock covered by such Award if such shares had been delivered\npursuant to such Award. The grantee of a dividend equivalent right will have\nonly the rights of a general unsecured creditor of GS Inc. until payment of such\namounts is made as specified in the applicable Award Agreement. In the event\nsuch a provision is included in an Award Agreement, the Committee shall\ndetermine whether such payments shall be made in cash, in shares of Common Stock\nor in another form, whether they shall be conditioned upon the exercise of the\nAward to which they relate, the time or times at which they shall be made, and\nsuch other terms and conditions as the Committee shall deem appropriate.\n\n\n                                   ARTICLE III\n\n                                  MISCELLANEOUS\n\n\n3.1      Amendment of the Plan\n\n                  3.1.1 Unless otherwise provided in an Award Agreement, the\nBoard may from time to time suspend, discontinue, revise or amend the Plan in\nany respect whatsoever, including in any manner that adversely affects the\nrights, duties or obligations of any grantee of an Award.\n\n                  3.1.2 Unless otherwise determined by the Board, shareholder\napproval of any suspension, discontinuance, revision or amendment shall be\nobtained only to the extent necessary to comply with any applicable law, rule or\nregulation.\n\n\n3.2      Tax Withholding\n\n                  3.2.1 As a condition to the delivery of any shares of Common\nStock pursuant to any Award or the lifting or lapse of restrictions on any\nAward, or in connection with any other event that gives rise to a federal or\nother governmental tax withholding obligation on the part of GS Inc. or any of\nits subsidiaries or affiliates relating to an Award (including, without\nlimitation, FICA tax), (a) GS Inc. may deduct or withhold (or cause to be\ndeducted or withheld) from any\n\n\n                                        8\npayment or distribution to a grantee whether or not pursuant to the Plan or (b)\nthe Committee shall be entitled to require that the grantee remit cash to GS\nInc. or any of its subsidiaries or affiliates (through payroll deduction or\notherwise), in each case in an amount sufficient in the opinion of GS Inc. to\nsatisfy such withholding obligation.\n\n                  3.2.2 If the event giving rise to the withholding obligation\ninvolves a transfer of shares of Common Stock, then, unless the applicable Award\nAgreement provides otherwise, at the discretion of the Committee, the grantee\nmay satisfy the withholding obligation described under Section 3.2.1 by electing\nto have GS Inc. withhold shares of Common Stock (which withholding, unless\notherwise provided in the applicable Award Agreement, will be at a rate not in\nexcess of the statutory minimum rate) or by tendering previously owned shares of\nCommon Stock, in each case having a Fair Market Value equal to the amount of tax\nto be withheld (or by any other mechanism as may be required or appropriate to\nconform with local tax and other rules). For this purpose, Fair Market Value\nshall be determined as of the date on which the amount of tax to be withheld is\ndetermined (and GS Inc. may cause any fractional share amount to be settled in\ncash).\n\n3.3      Required Consents and Legends\n\n                  3.3.1 If the Committee shall at any time determine that any\nconsent (as hereinafter defined) is necessary or desirable as a condition of, or\nin connection with, the granting of any Award, the delivery of shares of Common\nStock or the delivery of any cash, securities or other property under the Plan,\nor the taking of any other action thereunder (each such action being hereinafter\nreferred to as a 'plan action'), then such plan action shall not be taken, in\nwhole or in part, unless and until such consent shall have been effected or\nobtained to the full satisfaction of the Committee. The Committee may direct\nthat any Certificate evidencing shares delivered pursuant to the Plan shall bear\na legend setting forth such restrictions on transferability as the Committee may\ndetermine to be necessary or desirable, and may advise the transfer agent to\nplace a stop order against any legended shares.\n\n                  3.3.2 The term 'consent' as used herein with respect to any\nplan action includes (a) any and all listings, registrations or qualifications\nin respect thereof upon any securities exchange or under any federal, state, or\nlocal law, or law, rule or regulation of a jurisdiction outside the United\nStates, (b) any and all written agreements and representations by the grantee\nwith respect to the disposition of shares, or with respect to any other matter,\nwhich the Committee may deem necessary or desirable to comply with the terms of\nany such listing, registration or qualification or to obtain an exemption from\nthe requirement that any such listing, qualification or registration be made,\n(c) any and all other consents, clearances and approvals in respect of a plan\naction by any governmental or other regulatory body or any stock exchange or\nself-regulatory agency and (d) any and all consents or authorizations required\nto comply with, or\n\n\n                                        9\nrequired to be obtained under, applicable local law or otherwise required by the\nCommittee. Nothing herein shall require GS Inc. to list, register or qualify the\nshares of Common Stock on any securities exchange.\n\n3.4      Nonassignability\n\n   \n                  Except to the extent otherwise expressly provided in the\napplicable Award Agreement, no Award (or any rights and obligations thereunder)\ngranted to any person under the Plan may be sold, exchanged, transferred,\nassigned, pledged, hypothecated or otherwise disposed of (including through the\nuse of any cash-settled instrument) (each such action being hereinafter referred\nto as an 'assignment'), whether voluntarily or involuntarily, other than by will\nor by the laws of descent and distribution, and all such Awards (and any rights\nthereunder) shall be exercisable during the life of the grantee only by the\ngrantee or the grantee's legal representative. Notwithstanding the immediately\npreceding sentence, the Committee may permit, under such terms and conditions\nthat it deems appropriate in its sole discretion, a grantee to transfer any\nAward to any person or entity that the Committee so determines. Any assignment\nin violation of the provisions of this Section 3.4 shall be void. All of the\nterms and conditions of this Plan and the Award Agreements shall be binding upon\nany such permitted successors and assigns.\n    \n\n\n3.5      Requirement of Consent and Notification of Election Under Section 83(b)\n         of the Code or Similar Provision\n\n                  No election under Section 83(b) of the Code (to include in\ngross income in the year of transfer the amounts specified in Code Section\n83(b)) or under a similar provision of the law of a jurisdiction outside the\nUnited States may be made unless expressly permitted by the terms of the Award\nAgreement or by action of the Committee in writing prior to the making of such\nelection. If a grantee of an Award, in connection with the acquisition of shares\nof Common Stock under the Plan or otherwise, is expressly permitted under the\nterms of the Award Agreement or by such Committee action to make any such\nelection and the grantee makes the election, the grantee shall notify the\nCommittee of such election within ten (10) days of filing notice of the election\nwith the Internal Revenue Service or other governmental authority, in addition\nto any filing and notification required pursuant to regulations issued under\nCode Section 83(b) or other applicable provision.\n\n\n                                       10\n3.6      Requirement of Notification Upon Disqualifying Disposition Under\n         Section 421(b) of the Code\n\n                  If any grantee shall make any disposition of shares of Common\nStock delivered pursuant to the exercise of an Incentive Stock Option under the\ncircumstances described in Section 421(b) of the Code (relating to certain\ndisqualifying dispositions), such grantee shall notify GS Inc. of such\ndisposition within 10 days thereof.\n\n3.7      Change in Control\n\n                  3.7.1 The Committee may provide in any Award Agreement for\nprovisions relating to a 'change in control' of GS Inc. or any of its\nsubsidiaries or affiliates (as such term is defined by the Committee in any such\nAward Agreement), including, without limitation, the acceleration of the\nexercisability of, or the lapse of restrictions or deemed satisfaction of goals\nwith respect to, any outstanding Awards.\n\n                  3.7.2 Unless otherwise provided in the applicable Award\nAgreement, in the event of a merger, consolidation, mandatory share exchange or\nother similar business combination of GS Inc. with or into any other entity\n('successor entity') or any transaction in which another person or entity\nacquires all of the issued and outstanding Common Stock of GS Inc., or all or\nsubstantially all of the assets of GS Inc., outstanding Awards may be assumed or\nan equivalent Award may be substituted by such successor entity or a parent or\nsubsidiary of such successor entity.\n\n3.8      Right of Discharge Reserved\n\n                  Nothing in the Plan or in any Award Agreement shall confer\nupon any grantee the right to continued Employment by the Firm or affect any\nright which the Firm may have to terminate such Employment.\n\n3.9      Nature of Payments\n\n                  3.9.1 Any and all grants of Awards and deliveries of Common\nStock, cash, securities or other property under the Plan shall be in\nconsideration of services performed or to be performed for the Firm by the\ngrantee. Awards under the Plan may, in the discretion of the Committee, be made\nin substitution in whole or in part for cash or other compensation otherwise\npayable to an Employee.\n\n                  3.9.2 All such grants and deliveries shall constitute a\nspecial discretionary\n\n\n                                       11\nincentive payment to the grantee and shall not be required to be taken into\naccount in computing the amount of salary or compensation of the grantee for the\npurpose of determining any contributions to or any benefits under any pension,\nretirement, profit-sharing, bonus, life insurance, severance or other benefit\nplan of the Firm or under any agreement with the grantee, unless the Firm\nspecifically provides otherwise.\n\n3.10     Non-Uniform Determinations\n\n                  The Committee's determinations under the Plan and Award\nAgreements need not be uniform and may be made by it selectively among persons\nwho receive, or are eligible to receive, Awards under the Plan (whether or not\nsuch persons are similarly situated). Without limiting the generality of the\nforegoing, the Committee shall be entitled, among other things, to make\nnon-uniform and selective determinations under Award Agreements, and to enter\ninto nonuniform and selective Award Agreements, as to (a) the persons to receive\nAwards, (b) the terms and provisions of Awards and (c) whether a grantee's\nEmployment has been terminated for purposes of the Plan.\n\n3.11     Other Payments or Awards\n\n                  Nothing contained in the Plan shall be deemed in any way to\nlimit or restrict GS Inc. from making any award or payment to any person under\nany other plan, arrangement or understanding, whether now existing or hereafter\nin effect.\n\n3.12     Plan Headings\n\n                  The headings in this Plan are for the purpose of convenience\nonly and are not intended to define or limit the construction of the provisions\nhereof.\n\n3.13     Date of Adoption and Term of Plan\n\n                  The Plan was adopted by the Board on April ___, 1999. Unless\nsooner terminated by the Board, the provisions of the Plan respecting the grant\nof Incentive Stock Options shall terminate on the day before the tenth\nanniversary of the adoption of the Plan by the Board, and no Incentive Stock\nOptions shall thereafter be granted under the Plan. The Board reserves the right\nto terminate the Plan at any time; provided, however, that all Awards made under\nthe Plan prior\n\n\n                                       12\nto its termination shall remain in effect until such Awards have been satisfied\nor terminated in accordance with the terms and provisions of the Plan and the\napplicable Award Agreements.\n\n3.14     Governing Law\n\n                  ALL RIGHTS AND OBLIGATIONS UNDER THE PLAN AND EACH AWARD\nAGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE\nSTATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.\n\n3.15     Severability; Entire Agreement\n\n                  If any of the provisions of this Plan or any Award Agreement\nis finally held to be invalid, illegal or unenforceable (whether in whole or in\npart), such provision shall be deemed modified to the extent, but only to the\nextent, of such invalidity, illegality or unenforceability and the remaining\nprovisions shall not be affected thereby; provided, that if any of such\nprovisions is finally held to be invalid, illegal, or unenforceable because it\nexceeds the maximum scope determined to be acceptable to permit such provision\nto be enforceable, such provision shall be deemed to be modified to the minimum\nextent necessary to modify such scope in order to make such provision\nenforceable hereunder. The Plan and any Award Agreements contain the entire\nagreement of the parties with respect to the subject matter thereof and\nsupersede all prior agreements, promises, covenants, arrangements,\ncommunications, representations and warranties between them, whether written or\noral with respect to the subject matter thereof.\n\n3.16     Waiver of Claims\n\n                  Each grantee of an Award recognizes and agrees that prior to\nbeing selected by the Committee to receive an Award he or she has no right to\nany benefits hereunder. Accordingly, in consideration of the grantee's receipt\nof any Award hereunder, he or she expressly waives any right to contest the\namount of any Award, the terms of any Award Agreement, any determination, action\nor omission hereunder or under any Award Agreement by the Committee, GS Inc. or\nthe Board, or any amendment to the Plan or any Award Agreement (other than an\namendment to this Plan or an Award Agreement to which his or her consent is\nexpressly required by the express terms of an Award Agreement).\n\n\n                                       13\n3.17     No Third Party Beneficiaries\n\n                  Except as expressly provided therein, neither the Plan nor any\nAward Agreement shall confer on any person other than the Firm and the grantee\nof any Award any rights or remedies thereunder.\n\n\n3.18     Successors and Assigns of GS Inc.\n\n                  The terms of this Plan shall be binding upon and inure to the\nbenefit of GS Inc. and its successors and assigns.\n\n\n\n\n\n         IN WITNESS WHEREOF, and as evidence of the adoption of this Plan\neffective as of __________, 1999 by GS Inc., it has caused the same to be signed\nby its duly authorized officer this _____ day of __________, 1999.\n\n\n                                    THE GOLDMAN SACHS GROUP, INC.\n\n\n\n                                    By:___________________________\n                                       Name:\n                                       Title:\n\n\n                                       14\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7660],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9539,9545],"class_list":["post-38360","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goldman-sachs-group-inc","corporate_contracts_industries-financial__securities","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38360","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38360"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38360"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38360"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38360"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}