The following capitalized terms are used in this Award Agreement with the following meanings:
(a) 409A Deferred Compensation means a deferral of compensation or deferred compensation as those terms are defined in the regulations under Section 409A.
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) Committee means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and, to the extent the Board determines it is appropriate for the compensation realized from Awards under the Plan to be considered performance based compensation under Section 162(m) of the Code, shall be a committee or subcommittee of the Board composed of two or more members, each of whom is an outside director within the meaning of Code Section 162(m), and which, to the extent the Board determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of whom is a non-employee director within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall be the Compensation Committee of the Board.
(g) Common Stock means common stock of GS Inc., par value $0.01 per share.
(h) Conflicted Employment means the Grantees employment at any U.S. Federal, state or local government, any non-U.S. government, any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such government or organization, or any other employer determined by the Committee, if, as a result of such employment, the Grantees continued holding of any Outstanding Award or Shares at Risk would result in an actual or perceived conflict of interest.
(i) Date of Grant means the date specified in the Grantees Award Agreement as the date of grant of the Award.
(j) Delivery Date means each date specified in the Grantees Award Agreement as a delivery date, provided, unless the Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading day of the first Window Period beginning after such date.
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