OTHER TERMS, CONDITIONS AND AGREEMENTS
14. Additional Terms, Conditions and Agreements.
(a) You Must Satisfy Applicable Tax Withholding Requirements. Delivery of the Settlement Amount is conditioned on your satisfaction of any applicable withholding taxes in accordance with Section 3.2 of the Plan, which includes the Firm deducting or withholding amounts from any payment or distribution to you. To the extent permitted by applicable law, the Firm, in its sole discretion, may require you to provide amounts equal to all or a portion of any Federal, state, local, foreign or other tax obligations imposed on you or the Firm in connection with the grant or payment of this Award by requiring you to choose between remitting the amount (i) in cash (or through payroll deduction or otherwise) or (ii) in the form of proceeds from the Firms executing a sale of Shares delivered to you pursuant to this Award. In no event, however, does this Paragraph 14(a) give you any discretion to determine or affect the timing of delivery of the Settlement Amount or the timing of payment of tax obligations.
(b) [Firm May Deliver Cash or Other Property in Respect of the Settlement Amount. In accordance with Section 1.3.2(i) of the Plan, in the sole discretion of the Committee, in lieu of all or any portion of the Settlement Amount, the Firm may deliver cash, other securities, other awards under the Plan or other property, and all references in this Award Agreement to delivery of the Settlement Amount will include such deliveries of cash, other securities, other awards under the Plan or other property.]
(c) [Amounts May Be Rounded to Avoid Fractional Shares. Any amounts delivered in respect of the Settlement Amount, including Shares at Risk, may be rounded to avoid fractional Shares.]
(d) You May Be Required to Become a Party to the Shareholders Agreement. Your rights to your PSUs are conditioned on your becoming a party to any shareholders agreement to which other similarly situated employees (e.g., employees with a similar title or position) of the Firm are required to be a party.
(e) Firm May Affix Legends and Place Stop Orders on Shares. GS Inc. may affix to Certificates representing Shares any legend that the Committee determines to be necessary or advisable (including to reflect any restrictions to which you may be subject under a separate agreement). GS Inc. may advise the transfer agent to place a stop order against any legended Shares.]
(f) You Agree to Certain Consents, Terms and Conditions. By accepting this Award you understand and agree that:
(i) You Agree to Certain Consents as a Condition to the Award. You have expressly consented to all of the items listed in Section 3.3.3(d) of the Plan, including the Firms supplying to any third-party recordkeeper of the Plan or other person such personal information of yours as the Committee deems advisable to administer the Plan, and you agree to provide any additional consents that the Committee determines to be necessary or advisable;
(ii) You Are Subject to the Firms Policies, Rules and Procedures. You are subject to the Firms policies in effect from time to time concerning trading in Shares and hedging or pledging Shares and equity-based compensation or other awards (including, without limitation, the Firms Policies with Respect to Personal Transactions Involving GS Securities and GS Equity Awards or any successor policies), and confidential or proprietary information, [and you will effect sales of Shares in accordance with such rules and procedures as may be adopted from time to time (which may include, without limitation, restrictions relating to the timing of sale requests, the manner in which sales are executed, pricing method, consolidation or aggregation of orders and volume limits determined by the Firm)];