3- 4 SEVENTH: At any time prior to the Effective Time, this Agreement may be amended, modified or terminated by the Board of Directors of GS Inc. notwithstanding approval by the stockholders of all or any of the parties hereto.Merger Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
1 Exhibit 10.33 March 15, 1999 Mr. Akira Kondoh Managing Director The Sumitomo Bank, Ltd. 3-2, Marunouchi 1-chome Chiyoda-ku, Tokyo 100-8201 Mr. Ryuzo Kodama Director Head of Americas Division The Sumitomo Bank, Limited 277 Park Avenue New York, NY...Letter Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
SHAREHOLDERS' AGREEMENTShareholders' Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
2- 3 Three forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder (the "U.S. Prospectus"), one relating to the Asia/Pacific Shares and another...Underwriting Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
1 Exhibit 10.29 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT, dated as of April 24, 1992 ("Agreement"), among the Trustees of the Estate of Bernice Pauahi Bishop, a private educational charitable trust organized under the laws of the State of Hawaii...Subscription Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
Exhibit 10.30 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT, dated as of November 21, 1994 ("Agreement"), among the Trustees of the Estate of Bernice Pauahi Bishop, a private educational charitable trust organized under the laws of the State of Hawaii...Subscription Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
S&C Draft of April 21, 1999 STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
DRAFT 4/26/99 THE GOLDMAN SACHS 1999 STOCK INCENTIVE PLAN 1999 DISCRETIONARY OPTION AWARD This Award Agreement sets forth the terms and conditions of an Award granted to you under The Goldman Sachs 1999 Stock Incentive Plan (the "Plan"), of options...Stock Option Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
2- 3 alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that GS Inc. shall not be liable in any such case to the extent that any such Losses...Indemnification Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
DRAFT 4/26/99 THE GOLDMAN SACHS 1999 STOCK INCENTIVE PLAN 1999 DISCRETIONARY RSU AWARD This Award Agreement sets forth the terms and conditions of an Award of restricted stock units ("RSUs") granted to you under The Goldman Sachs 1999 Stock Incentive...Rsu Award Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
3- 4 payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes.Tax Indemnification Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
AGREEMENT RELATING TO NONCOMPETITION AND OTHER COVENANTS AGREEMENT, dated as of May _____, 1999 (this "Agreement"), by and between The Goldman Sachs Group, Inc., a Delaware corporation ("GS Inc."), on its behalf and on behalf of its subsidiaries and...Noncompetition Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
2- 3 liability company, joint venture, trust or other enterprise; provided that no indemnification or reimbursement shall be made to an Indemnified Person in respect of conduct that is or was a breach of the Memorandum of Agreement or to the extent...Instrument of Indemnification • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
2- 3 (d) For purposes of this Agreement, the "Fair Market Value" of any Pledged Security means, as of any date (1) in the case of a Pledged Security that is a share of Common Stock, the average of the daily closing prices for a share of Common Stock...Pledge Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
1 Exhibit 10.32 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT AMENDED AND RESTATED SUBSCRIPTION AGREEMENT, dated as of March 28, 1989 ("Agreement"), among THE SUMITOMO BANK, LIMITED, a corporation organized under the laws of Japan ("Sumitomo"), and...Subscription Agreement • April 30th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
