(p) Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations thereunder.
(q) Extended Absence means the Grantees inability to perform for six (6) continuous months, due to illness, injury or pregnancy-related complications, substantially all the essential duties of the Grantees occupation, as determined by the Committee.
(r) Firm means GS Inc. and its subsidiaries and affiliates.
(s) Good Reason means, in connection with a termination of employment by a Grantee following a Change in Control, (a) as determined by the Committee, a materially adverse alteration in the Grantees position or in the nature or status of the Grantees responsibilities from those in effect immediately prior to the Change in Control or (b) the Firms requiring the Grantees principal place of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time of the Change in Control (except for required travel on the Firms business to an extent substantially consistent with the Grantees customary business travel obligations in the ordinary course of business prior to the Change in Control).
(t) Grantee means a person who receives an Award.
(u) GS Inc. means The Goldman Sachs Group, Inc., and any successor thereto.
(v) 1999 SIP means The Goldman Sachs 1999 Stock Incentive Plan, as in effect prior to the effective date of the 2003 SIP.
(w) Outstanding means any Award to the extent it has not been forfeited, cancelled, terminated, exercised or with respect to which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
(x) Restricted Share means a share of Common Stock delivered under the Plan that is subject to Transfer Restrictions, forfeiture provisions and/or other terms and conditions specified herein and in the Restricted Share Award Agreement or other applicable Award Agreement. All references to Restricted Shares include Shares at Risk.
(y) SIP Administrator means each person designated by the Committee as a SIP Administrator with the authority to perform day-to-day administrative functions for the Plan.
(z) SIP Committee means the persons who have been delegated certain authority under the Plan by the Committee.
(aa) Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.
(bb) Transferability Date means the date Transfer Restrictions on a Restricted Share will be released. Within 30 Business Days after the applicable Transferability Date, GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove Transfer Restrictions.
(cc) Vested means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain actively employed by the Firm in order for the Award to remain
- 11 -