Common use of Transfer Restrictions and Shares at Risk Clause in Contracts

Transfer Restrictions and Shares at Risk. Fifty percent of the RSU Shares that are delivered on any date, before tax withholding (or, if the applicable tax withholding rate is greater than 50%, all RSU Shares delivered after tax withholding), will be Shares at Risk. This means that if, for example, on a Delivery Date, you are scheduled to receive delivery of 1,000 RSU Shares, and you are subject to a 40% withholding rate, then (a) 400 RSU Shares will be withheld for taxes, (b) 500 RSU Shares delivered to you will be Shares at Risk and (c) 100 RSU Shares delivered to you will not be subject to Transfer Restrictions. Any purported sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on Shares at Risk will be void. Within 30 Business Days after the Transferability Date listed on your Award Statement (or any other date on which the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP Committee may select multiple dates within such 30-Business-Day period on which to remove Transfer Restrictions for all or a portion of the Shares at Risk with the same Transferability Date listed on the Award Statement, and all such dates will be treated as a single Transferability Date for purposes of this Award.

Transfer Restrictions and Shares at Risk. Fifty percent of the RSU Shares that are delivered on any date, before tax withholding (or, if the applicable tax withholding rate is greater than 50%, all RSU Shares delivered after tax withholding), will be Shares at Risk. This means that if, for example, on a Delivery Date, you are scheduled to receive delivery of 1,000 RSU Shares, and you are subject to a 40% withholding rate, then (a) 400 RSU Shares will be withheld for taxes, (b) 500 RSU Shares delivered to you will be Shares at Risk and (c) 100 RSU Shares delivered to you will not be subject to Transfer Restrictions. Any purported sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on Shares at Risk will be void. Within 30 Business Days after the applicable Transferability Date listed on your Award Statement (or any other date on which the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP Committee may select multiple dates within such 30-Business-Day period on which to remove Transfer Restrictions for all or a portion of the Shares at Risk with the same Transferability Date listed on the Award Statement, and all such dates will be treated as a single Transferability Date for purposes of this Award.

Transfer Restrictions and Shares at Risk. Fifty percent Within 30 Business Days after any applicable Transferability Date identified on your Award Statement, GS Inc. will remove the Transfer Restrictions on any Shares at Risk in respect of the type and amount of Outstanding RSUs listed next to that date. If your Award Statement reflects a Transferability Date, [__% of the RSU Shares that are delivered on any date, Delivery Date before tax withholding (or, if the applicable tax withholding rate is greater than 50%, all RSU Shares)][all of the RSU Shares delivered on any Delivery Date after tax withholding), ] will be Shares at Risk. This means that if, The Committee may select multiple dates within the 30-Business-Day period on which to remove Transfer Restrictions for example, on all or a Delivery Date, you are scheduled to receive delivery portion of 1,000 RSU Shares, and you are subject to a 40% withholding rate, then (a) 400 RSU Shares will be withheld for taxes, (b) 500 RSU Shares delivered to you will be the Shares at Risk with the same Transferability Date, and (c) 100 RSU Shares delivered to you all such dates will not be subject to Transfer Restrictionstreated as a single Transferability Date for purposes of this Award. Any purported sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on Shares at Risk will be void. Within 30 Business Days after the Transferability Date listed on [If your Award Statement (or does not reflect any other date on which the Transferability Date [as applying to a type of Outstanding RSUs], then references to Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP Committee may select multiple dates within such 30-Business-Day period on which to remove Transfer Restrictions for all or a portion of the and Shares at Risk with the same Transferability Date listed on the in this Award Statement, Agreement are inapplicable to your [Award][RSU Shares delivered in respect of such RSUs] and all this Paragraph 7 does not apply [to RSU Shares delivered in respect of such dates will be treated as a single Transferability Date for purposes of this AwardRSUs].