Common use of Accounting Restatement Required Under Xxxxxxxx-Xxxxx Clause in Contracts

Accounting Restatement Required Under Xxxxxxxx-Xxxxx. GS Inc. is required to prepare an accounting restatement due to GS Inc.’s material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws as described in Section 304(a) of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”); provided, however, that your rights will only be terminated in respect of the RSUs and Shares at Risk to the same extent that would be required under Section 304(a) of Xxxxxxxx-Xxxxx had you been a “chief executive officer” or “chief financial officer” of GS Inc. (regardless of whether you actually hold such position at the relevant time).] REPAYMENT OF YOUR AWARD

Accounting Restatement Required Under Xxxxxxxx-Xxxxx. GS Inc. is required to prepare an accounting restatement due to GS Inc.’s material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws as described in Section 304(a) of the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”); provided, however, that your rights will only be terminated in respect of the RSUs and Restricted Shares at Risk to the same extent that would be required under Section 304(a) of Xxxxxxxx-Xxxxx had you been a “chief executive officer” or “chief financial officer” of GS Inc. (regardless of whether you actually hold such position at the relevant time).] REPAYMENT OF YOUR AWARD