{"id":40239,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/partner-compensation-plan-goldman-sachs-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"partner-compensation-plan-goldman-sachs-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/partner-compensation-plan-goldman-sachs-group-inc.html","title":{"rendered":"Partner Compensation Plan &#8211; Goldman Sachs Group Inc."},"content":{"rendered":"<pre>                                                                   Draft 4\/26\/99\n    \n\n                   THE GOLDMAN SACHS PARTNER COMPENSATION PLAN\n\n\n         Section 1. PURPOSES. The purposes of the Goldman Sachs Partner\nCompensation Plan (the 'Plan') are to attract, retain and motivate selected\nemployees of The Goldman Sachs Group, Inc. ('GS Inc.') and its subsidiaries and\naffiliates (together with GS Inc., and their and its successors, the 'Firm') in\norder to promote the Firm's long-term growth and profitability.\n\n         Section 2.  ADMINISTRATION.\n\n                  (a) Subject to Section 2(d), the Plan shall be administered by\na committee (the 'Committee') appointed by the Board of Directors of GS Inc.\n(the 'Board') whose members shall serve at the pleasure of the Board.\n\n                  (b) The Committee shall have complete control over the\nadministration of the Plan and shall have the authority in its sole and absolute\ndiscretion to (i) exercise all of the powers granted to it under the Plan, (ii)\nconstrue, interpret and implement the Plan and each Contract Period Schedule\n(hereinafter defined), (iii) prescribe, amend and rescind rules and regulations\nrelating to the Plan, including rules and regulations governing its own\noperations, (iv) make all determinations necessary or advisable in administering\nthe Plan, (v) correct any defect, supply any omission and reconcile any\ninconsistency in the Plan and any Contract Period Schedule, and (vi) amend the\nPlan and any Contract Period Schedule to reflect changes in applicable law.\n\n                  (c) The determination of the Committee on all matters relating\nto the Plan or any amounts payable thereunder shall be final, binding and\nconclusive. The Committee may allocate among its members and delegate to any\nperson who is not a member of the Committee any of its administrative\nresponsibilities.\n\n                  (d) Notwithstanding anything to the contrary contained herein:\n(i) until the Board shall appoint the members of the Committee, the Plan shall\nbe administered by the Board and (ii) the Board may, in its sole discretion, at\nany time and from time to time, resolve to administer the Plan. In either of the\nforegoing events, the Board shall have all of the authority and responsibility\ngranted to the Committee herein.\n\n                  (e) No member of the Board or the Committee or any employee of\nthe Firm shall be liable for any action or determination made in good faith with\nrespect to the Plan or any amount payable thereunder. Each such person shall be\nindemnified and held harmless by the Firm 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 to act under the Plan or any Contract Period Schedule\nand against and from any and all amounts paid by such person, with GS Inc.'s\napproval, in settlement thereof, or paid by such person in satisfaction of any\njudgment in any such action, suit or proceeding against such person, provided\nthat the Firm shall have the right, at its own expense, to assume and defend the\nsame. The foregoing right of indemnification shall not be available to a person\nto the extent that a final judgment or other final adjudication binding upon\nsuch person establishes that the acts or omissions of such person giving rise to\nthe indemnification claim resulted from such person's bad faith, fraud or\nwillful criminal act or omission. The foregoing right of indemnification shall\nnot be exclusive of any other rights of indemnification to which such persons\nmay be entitled under GS Inc.'s Certificate of Incorporation\n\n\n\n\n\nor Bylaws, as a matter of law, or otherwise, or any other power that GS Inc. may\nhave to indemnify such persons or hold them harmless.\n\n         SECTION 3. CONTRACT PERIOD. The Plan shall operate for successive\nperiods (each a 'Contract Period'). The first Contract Period shall commence on\nthe date of consummation of the initial public offering of GS Inc. and shall\nterminate on November 24, 2000. Thereafter, each Contract Period shall include\none or two fiscal years of GS Inc., as determined by the Committee.\n\n         SECTION 4.  PARTICIPATION; CONTRACT PERIOD SCHEDULE.\n\n         (a) Prior to the commencement of each Contract Period, the Committee\nshall designate those individuals who shall participate in the Plan for that\nContract Period (the 'Participants'). The names of the Participants shall be set\nforth on a schedule (the 'Contract Period Schedule') which shall be made\navailable to all Participants. The Contract Period Schedule shall also set forth\nthe duration of the relevant Contract Period and contain such other terms or\ninformation and such limitations on the Committee's authority or discretion\nunder this Plan as are required by the Plan or permitted by the Plan and\ndetermined by the Committee.\n\n         (b) Unless otherwise provided in the Contract Period Schedule, the\nCommittee shall have the authority at any time during the Contract Period to add\nParticipants to or remove Participants from the Plan for that Contract Period.\nThe Committee shall amend the Contract Period Schedule to reflect an\nindividual's addition to or removal from the Plan.\n\n         SECTION 5. BASE SALARY. Unless otherwise determined by the Committee,\nfor each Contract Period the annual base salary of each Participant shall be set\nforth in the Contract Period Schedule. A Participant's base salary shall be\npayable in cash semi-monthly or monthly in arrears, as determined by the\nCommittee, in U.S. dollars or, if the Participant is located outside the United\nStates, in U.S. dollars or local currency (as determined by the Committee) based\nupon such conversion rates as the Committee determines appropriate (and the\npayments made under this Plan may, at the Committee's discretion, be subject to\ntax equalization or similar policies). If a Participant's employment with the\nFirm terminates during a Contract Period such Participant's right to his or her\nbase salary shall terminate on the date provided in such Participant's\nemployment agreement (or, if the Participant does not have an employment\nagreement, on the date designated by the Committee).\n\n         SECTION 6.  DETERMINATION OF BONUS AMOUNTS.\n\n         (a) At the end of each fiscal year of GS Inc., the Committee shall\nspecify an amount (the 'Bonus Pool') equal to the aggregate amount of bonus\ncompensation payable by the Firm to Participants in respect of such fiscal year.\nIn determining the Bonus Pool, the Committee shall take into account such\nmeasures of the Firm's financial performance as it deems appropriate including,\nbut not limited to, the Firm's ratio of compensation and benefits to net\nrevenues, earnings per share,\n\n\n\n                                      -2-\n\n\nreturn on average common equity, pre-tax income, pre-tax operating income, net\nrevenues, net income, profit before taxes, book value per share, stock price and\nearnings available to common shareholders. The Committee shall be required to\nallocate the entire amount of the Bonus Pool to Participants.\n\n         (b) Prior to the commencement of each Contract Period, the Committee\nshall allocate to each Participant a percentage interest in the Bonus Pool (the\n'Allocation Percentage'); provided that the sum of the Allocation Percentages\nshall not exceed 100%. Unless otherwise determined by the Committee, each\nParticipant's Allocation Percentage shall be set forth in the Contract Period\nSchedule. Subject to Section 6(d) and the terms of the applicable Contract\nPeriod Schedule, a Participant's minimum bonus for each fiscal year in a\nContract Period (the 'Minimum Bonus') shall equal such Participant's Allocation\nPercentage multiplied by the amount of the Bonus Pool for the fiscal year.\n\n         (c) If the sum of the Allocation Percentages does not equal 100%, the\nremaining portion of the Bonus Pool (the 'Holdback Amount') shall be allocated\nto one or more of the Participants in such manner as the Committee determines in\nits sole discretion. Unless otherwise determined by the Committee, the\nallocation of the Holdback Amount (and any methodology therefor) shall not be\ndisclosed to Participants. The Minimum Bonus plus any amount allocated to a\nParticipant under this Section 6(c) shall constitute the Participant's bonus\n('Bonus') for the fiscal year.\n\n   \n         (d) If a Participant's employment with the Firm terminates for any\nreason before the end of a fiscal year of GS Inc., unless otherwise provided in\nthe Contract Period Schedule, the Committee shall have the discretion to\ndetermine whether (i) such Participant's Minimum Bonus shall be forfeited, (ii)\nsuch Participant's Minimum Bonus shall be reduced on a pro-rata basis to reflect\nthe portion of such Fiscal Year the Participant was employed by the Firm, or\n(iii) to make such other arrangements as the Committee deems appropriate in\nconnection with the termination of such Participant's employment. Unless\notherwise provided in the Contract Period Schedule, any forfeited Minimum Bonus\nshall be reallocated to other Participants or added to the Holdback Amount as\ndetermined by the Committee.\n    \n\n         (e) If, pursuant to Section 4(b) and the Contract Period Schedule, the\nCommittee adds Participants for a Contract Period, the Committee shall allocate\nan Allocation Percentage to each such additional Participant which, unless\notherwise determined by the Committee, shall first reduce the Holdback Amount,\nif any, and shall thereafter proportionately dilute the Allocation Percentages\nof the other Participants. Unless otherwise determined by the Committee, the\nCommittee shall disclose to each Participant the base salary and Allocation\nPercentage of any Participant added during a Contract Period.\n\n         SECTION 7. PAYMENT OF BONUS AMOUNT; VOLUNTARY DEFERRAL. Unless\notherwise provided in the Contract Period Schedule, each Participant's Bonus\nshall be payable by such Participant's Participating Employer (as defined in\nSection 8(k)), or in the case of a Participant employed by more than one\nParticipating Employer, by each such employer as determined by the\n\n\n                                      -3-\n   \nCommittee, in cash and\/or an equity-based award of equivalent value (as\ndetermined by the Committee) with the cash portion paid at such time as bonuses\nare generally paid by the Participating Employer(s) for the relevant fiscal\nyear. The cash portion shall be payable to a Participant in U.S. dollars or, if\nthe Participant is located outside the United States, in U.S. dollars or local\ncurrency (as determined by the Committee) based upon such conversion rates as\nthe Committee determines appropriate (and the payments made under this Plan may,\nat the Committee's discretion, be subject to tax equalization or similar\npolicies). Subject to approval by the Committee and to any requirements imposed\nby the Committee in connection with such approval, each Participant may be\nentitled to defer receipt, under the terms and conditions of any applicable\ndeferred compensation plan of the Firm, of part or all of any payments otherwise\ndue under this Plan. Any equity-based award shall be subject to such terms and\nconditions (including vesting requirements) as the Committee may determine.\n    \n\n         SECTION 8.  GENERAL PROVISIONS.\n\n         (a) AMENDMENT, TERMINATION, ETC. Unless otherwise provided in the\nContract Period Schedule, (i) the Board reserves the right at any time and from\ntime to time to modify, alter, amend, suspend, discontinue or terminate the Plan\nand any Contract Period Schedule in any respect whatsoever, including in any\nmanner that adversely affects the rights of Participants, and (ii) the Committee\nmay amend the Contract Period Schedule in any manner it determines.\n\n   \n         (b) NONASSIGNABILITY; DESIGNATION OF BENEFICIARIES. No rights of any\nParticipant (or of any beneficiary pursuant to this Section 8(b)) under the Plan\nmay be sold, exchanged, transferred, assigned, pledged, hypothecated or\notherwise disposed of (including through the use of any cash-settled instrument)\n(an 'Assignment'), whether voluntarily or involuntarily, other than by will or\nby the laws of descent and distribution. Any Assignment in violation of the\nprovisions of this Section 8(b) shall be void. A Participant may designate, in\naccordance with procedures established by the Committee, a beneficiary or\nbeneficiaries to receive all or part of the amounts, if any, payable hereunder\nin the event of such Participant's death. A designation of a beneficiary may be\nreplaced by a new designation or may be revoked by a Participant at any time in\naccordance with procedures established by the Committee. In the event of a\nParticipant's death, any amounts payable under the Plan and any Contract Period\nSchedule with respect to which a designation of beneficiary has been made shall\nbe paid in accordance with the Plan and the Contract Period Schedule to such\ndesignated beneficiary or beneficiaries. Any amounts payable upon death and not\nsubject to such designation shall be distributed to such Participant's estate.\nIf there is any question as to the legal right of any beneficiary to receive\npayment of amounts under the Plan and any Contract Period Schedule, the amounts\nin question may be paid to a Participant's estate, in which event the Firm shall\nhave no further liability to anyone with respect to such amounts. A beneficiary\nor estate shall have no rights under the Plan or any Contract Period Schedule\nother than the right, subject to the immediately preceding sentence, to receive\nsuch amounts, if any, as may be payable under this Section 8(b), and all of the\nterms of this Plan and the Contract Period Schedule shall be binding upon any\nsuch beneficiary or estate.\n    \n\n\n\n                                      -4-\n\n\n         (c) PLAN CREATES NO EMPLOYMENT RIGHTS. Nothing in the Plan or any\nContract Period Schedule shall confer upon any Participant the right to continue\nin the employ of the Firm for the Contract Period or thereafter or affect any\nright which the Firm may have to terminate such employment.\n\n         (d) ARBITRATION. Any dispute, controversy or claim between the Firm and\nany Participant arising out of or relating to or concerning the provisions of\nthe Plan or any Contract Period Schedule shall be finally settled by arbitration\nin New York City before, and in accordance with the rules then obtaining of, the\nNew York Stock Exchange, Inc. ('NYSE') or, if the NYSE declines to arbitrate the\nmatter, the American Arbitration Association (the 'AAA') in accordance with the\ncommercial arbitration rules of the AAA. Prior to arbitration, all claims\nmaintained by any Participant must first be submitted to the Committee in\naccordance with claim procedures determined by the Committee in its sole\ndiscretion. This Section is subject to the provisions of Section 8(e).\n\n         (e)      CHOICE OF FORUM.\n\n                  (1) THE FIRM AND EACH PARTICIPANT, AS A CONDITION TO SUCH\nPARTICIPANT'S PARTICIPATION IN THE PLAN, HEREBY IRREVOCABLY SUBMIT TO THE\nEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW\nYORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR\nCONCERNING THE PLAN OR ANY CONTRACT PERIOD SCHEDULE THAT IS NOT OTHERWISE\nARBITRATED OR RESOLVED ACCORDING TO THE PROVISIONS OF SECTION 8(d). This\nincludes any suit, action or proceeding to compel arbitration or to enforce an\narbitration award. The Firm and each Participant, as a condition to such\nParticipant's participation in the Plan, acknowledge that the forum designated\nby this Section 8(e) has a reasonable relation to the Plan, the Contract Period\nSchedule and to the relationship between such Participant and the Firm.\nNotwithstanding the foregoing, nothing herein shall preclude the Firm from\nbringing any action or proceeding in any other court for the purpose of\nenforcing the provisions of Sections 8(d) and 8(e).\n\n                  (2) The agreement by the Firm and each Participant as to forum\nis independent of the law that may be applied in the action, and the Firm and\neach Participant, as a condition to such Participant's participation in the Plan\n(i) agree to such forum even if the forum may under applicable law choose to\napply non-forum law, (ii) hereby waive, to the fullest extent permitted by\napplicable law, any objection which the Firm or such Participant now or\nhereafter may have to personal jurisdiction or to the laying of venue of any\nsuch suit, action or proceeding in any court referred to in Section 8(e)(1),\n(iii) undertake not to commence any action arising out of or relating to or\nconcerning this Plan or any Contract Period Schedule in any forum other than the\nforum described in this Section 8(e) and (iv) agree that, to the fullest extent\npermitted by applicable law, a final and non-appealable judgment in any such\nsuit, action or proceeding in any such court shall be conclusive and binding\nupon the Firm and each Participant.\n\n\n                                      -5-\n\n                  (3) Each Participant, as a condition to such Participant's\nparticipation in the Plan, hereby irrevocably appoints the General Counsel of GS\nInc. as such Participant's agent for service of process in connection with any\naction or proceeding arising out of or relating to or concerning the Plan or any\nContract Period Schedule which is not arbitrated pursuant to the provisions of\nSection 8(d), who shall promptly advise such Participant of any such service of\nprocess.\n\n                  (4) Each Participant hereby agrees, as a condition to such\nParticipant's participation in the Plan, to keep confidential the existence of,\nand any information concerning, a dispute described in Sections 8(d) or 8(e),\nexcept that a Participant may disclose information concerning such dispute to\nthe arbitrator or court that is considering such dispute or to such\nParticipant's legal counsel (provided that such counsel agrees not to disclose\nany such information other than as necessary to the prosecution or defense of\nthe dispute).\n\n                  (5) Each Participant recognizes and agrees that prior to being\nselected by the Committee to participate in the Plan such Participant has no\nrights hereunder. Accordingly, in consideration of a Participant's selection to\nparticipate in the Plan, each Participant expressly waives any right to contest\nthe amount of any base salary or Bonus payable hereunder, the terms of the Plan\nor any Contract Period Schedule, the amount of the Bonus Pool, the Holdback\nAmount, such Participant's Allocation Percentage, any determination, action or\nomission hereunder by the Committee, GS Inc. or the Board, or any amendment to\nthe Plan or Contract Period Schedule. By accepting the payment of base salary or\nBonus, each Participant agrees to be bound by the terms of this Plan and any\nContract Period Schedule.\n\n         (f) GOVERNING LAW. ALL RIGHTS AND OBLIGATIONS UNDER THE PLAN AND ANY\nCONTRACT PERIOD SCHEDULE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH\nTHE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF\nLAWS.\n\n         (g) TAX WITHHOLDING. In connection with any payments to a Participant\nor other event under the Plan that gives rise to a federal or other governmental\ntax withholding obligation relating to the Plan (including, without limitation,\nFICA tax), (i) the Firm may deduct or withhold (or cause to be deducted or\nwithheld) from any payment or distribution to such Participant whether or not\npursuant to the Plan or (ii) the Committee shall be entitled to require that\nsuch Participant remit cash (through payroll deduction or otherwise), in each\ncase in an amount sufficient in the opinion of the Firm to satisfy such\nwithholding obligation.\n\n         (h) RIGHT OF OFFSET. The Firm shall have the right to offset, against\nthe obligation to pay amounts to any Participant under the Plan, any outstanding\namounts (including, without limitation, travel and entertainment or advance\naccount balances, loans, or amounts repayable to the Firm pursuant to tax\nequalization, housing, automobile or other employee programs) such Participant\nthen owes to the Firm and any amounts the Committee otherwise deems appropriate\npursuant to any tax equalization policy or agreement.\n\n                                      -6-\n\n\n\n         (i) SEVERABILITY; ENTIRE AGREEMENT. If any of the provisions of this\nPlan or any Contract Period Schedule is finally held to be invalid, illegal or\nunenforceable (whether in whole or in part), such provision shall be deemed\nmodified to the extent, but only to the extent, of such invalidity, illegality\nor unenforceability and the remaining provisions shall not be affected thereby.\nNeither this Plan nor any Contract Period Schedule shall supersede any other\nagreement, written or oral, pertaining to the matters covered herein, except to\nthe extent of any inconsistency between this Plan (or a Contract Period\nSchedule) and any prior agreement, in which case this Plan (and the Contract\nPeriod Schedule) shall prevail.\n\n         (j) NO THIRD PARTY BENEFICIARIES. Except as expressly provided herein,\nneither the Plan nor any Contract Period Schedule shall confer on any person\nother than the Firm and any Participant any rights or remedies hereunder.\n\n         (k) PARTICIPATING EMPLOYERS. Each subsidiary or affiliate of GS Inc.\nwhich employs a Participant shall adopt this Plan by executing Schedule A (a\n'Participating Employer'). Except for purposes of determining the amount of the\nBonus Pool and the amount of each Participant's Bonus, this Plan shall be\ntreated as a separate plan maintained by each Participating Employer and the\nobligation to pay the base salary and Bonus to each Participant shall be the\nsole liability of the Participating Employer(s) by which the Participant is\nemployed and neither GS Inc. nor any other Participating Employer shall have any\nliability with respect to such amounts.\n\n         (l) SUCCESSORS AND ASSIGNS. The terms of this Plan and each Contract\nPeriod Schedule shall be binding upon and inure to the benefit of GS Inc., each\nParticipating Employer and their successors and assigns.\n\n         (m) PLAN HEADINGS. The headings in this Plan are for the purpose of\nconvenience only and are not intended to define or limit the construction of the\nprovisions hereof.\n\n         (n) CONSTRUCTION. In the construction of this Plan, the singular shall\ninclude the plural, and vice versa, in all cases where such meanings would be\nappropriate.\n\n\n\n                                      -7-\n\n\n\n                  IN WITNESS WHEREOF, and as evidence of the adoption of this\nPlan effective as of __________, 1999, by GS Inc., it has caused the same to be\nsigned by its duly authorized officer this _________ day of ____________, 1999.\n\n\n                                  THE GOLDMAN SACHS GROUP, INC.\n\n\n                                  By:_______________________________\n                                  Name:\n                                  Title:\n\n\n                                      -8-\n\n\n                                                                      SCHEDULE A\n\n\n\n                  As evidenced by the duly authorized signature below, the\nundersigned entity hereby adopts and elects to participate in The Goldman Sachs\nPartner Compensation Plan, as such Plan may be amended from time to time, and\nappoints The Goldman Sachs Group, Inc. as its agent to do all things necessary\nto effect such participation.\n\n\n\n                                      [Name of Entity]\n\n\n\n                                      By:_______________________________\n                                      Name:\n                                      Title:  Authorized Person\n\n\n\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":[9539,9544],"class_list":["post-40239","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40239","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=40239"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40239"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40239"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40239"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}