Exhibit 10.58
[Letterhead of The Goldman Sachs
Group, Inc.]
[Name of Senior
Executive Officer],
c/o The Goldman Sachs Group,
Inc.,
85
Broad Street,
New
York, New York 10004.
The
Goldman Sachs Group, Inc. (“ GS Group ”) has
entered into a letter agreement, dated October 26, 2008 (including
the Securities Purchase Agreement – Standard Terms
incorporated by reference therein, the “ Securities
Purchase Agreement ”), with the United States Department
of Treasury (“ Treasury ”) as part of GS
Group’s participation in the Treasury’s TARP Capital
Purchase Program (the “ CPP ”).
For
GS Group to participate in the CPP and as a condition to the
closing of the investment contemplated by the Securities Purchase
Agreement, GS Group is required to establish specified standards
for incentive compensation to its “senior executive
officers” (as defined below), and to make changes to certain
of its compensation arrangements. To comply with these
requirements, and in consideration of the benefits that you will
receive as a result of GS Group’s participation in the CPP,
you agree as follows:
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(1)
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No Golden Parachute
Payments . GS
Group is prohibiting any golden parachute payment (as defined
below) to you during any “CPP Covered Period.” A
“ CPP Covered Period ” is any period during
which (A) you are a senior executive officer and
(B) Treasury holds an equity or debt position acquired from GS
Group in the CPP.
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(2)
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Recovery of Bonus and Incentive
Compensation. Any bonus or incentive compensation
payments to you during a CPP Covered Period is subject to recovery
or “clawback” by GS Group if the payments were based on
materially inaccurate financial statements or any other materially
inaccurate performance metric criteria.
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(3)
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Compensation Program
Amendments. Each of GS Group’s
compensation, bonus, incentive and other benefit plans, programs,
arrangements and
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agreements
(including, without limitation, the Amended and Restated Stock
Incentive Plan and each RSU, stock option and other agreement
thereunder, the Partner Compensation Plan, the Restricted Partner
Compensation Plan and any document governing any employee special
investment) (collectively, “ Benefit Plans ”)
applicable to you hereby is amended if and to the extent necessary
to give effect to provisions (1) and (2) and as required
under the Securities Purchase Agreement.
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In
addition, the CPP requires the Compensation Committee of GS
Group’s Board of Directors to review annually with GS
Group’s senior risk officers the features of the Benefit
Plans to ensure that they do not encourage senior executive
officers to take unnecessary and excessive risks that threaten the
value of GS Group. If and to the extent that, as a result of any
such review, the Compensation Committee determines any revision to
any Benefit Plan is appropriate, you hereby agree to any such
revisions and you agree to execute such additional documents as GS
Group deems necessary or appropriate to effect such
revisions.
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(4)
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Definitions and
Interpretation . This letter shall be interpreted
as follows:
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“Senior executive
officer” means GS Group’s “senior executive
officers” as defined in subsection 111(b)(3) of EESA and the
regulations governing the CPP.
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•
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“Golden parachute
payment” has the same meaning in subsection 111(b)(2)(C) of
EESA.
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“EESA” means the
Emergency Economic Stabilization Act of 2008 as implemented by
guidan
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