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) Cause means (i) the Grantees conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or (B) on a felony charge, or (C) on an equivalent charge to those in clauses (A) and (B) in jurisdictions which do not use those designations, (ii) the Grantees engaging in any conduct which constitutes an employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (iii) the Grantees willful failure to perform the Grantees duties to the Firm, (iv) the Grantees violation of any securities or commodities laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or association of which the Firm is a member, (v) the Grantees violation of any Firm policy concerning hedging or pledging or confidential or proprietary information, or the Grantees material violation of any other Firm policy as in effect from time to time, (vi) the Grantees engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects upon the name, reputation or business interests of the Firm or (vii) the Grantees engaging in any conduct detrimental to the Firm. The determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee or at law or in equity.
(g) Certificate means a stock certificate (or other appropriate document or evidence of ownership) representing shares of Common Stock.
(h) Change in Control means the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving GS Inc. (a Reorganization) or sale or other disposition of all or substantially all of GS Inc.s assets to an entity that is not an affiliate of GS Inc. (a Sale), that in each case requires the approval of GS Inc.s shareholders under the law of GS Inc.s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of GS Inc. in such Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (i) at least 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (A) the entity resulting from such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the
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