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.
(b) Conflicted Employment means your 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 (other than an Accounting Firm within the meaning of SEC Rule 2-01(f)(2) of Regulation S-X or any successor thereto) determined by the Committee, if, as a result of such employment, your continued holding of any Outstanding RSUs and Shares at Risk would result in an actual or perceived conflict of interest.
(c) Qualifying Termination After a Change in Control means that the Firm terminates your Employment other than for Cause or you terminate your Employment for Good Reason, in each case, within 18 months following a Change in Control.
(d) SEC means the U.S. Securities and Exchange Commission.
(e) Shares at Risk means RSU Shares subject to Transfer Restrictions.
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) 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.
(e) 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