(c) I hereby agree that during the Restricted Period, I will not, in any manner, directly or indirectly:
(i) Solicit any Selected Firm Personnel to resign from the Firm;
(ii) Solicit any Selected Firm Personnel to apply for or accept employment (or other association) with any person or entity other than the Firm; or
(iii) participate in the hiring of any Selected Firm Personnel (whether as an employee, consultant or otherwise) by any person or entity other than the Firm, including, without limitation, participating in the identification of individuals for potential hire, and participating in any hiring decision.
I acknowledge and agree that I will be presumed to have violated this provision if, during the Restricted Period, any Selected Firm Personnel are Solicited or hired by any entity where I have, or will have, direct or indirect managerial responsibility for such Selected Firm Personnel; provided, however, that if I demonstrate to the Firm’s reasonable satisfaction that I was not involved in the solicitation or the hiring of the Selected Firm Personnel, I will not be presumed to have violated this Section (c).
(d) I acknowledge and agree that these Restrictions form part of my terms and conditions of employment. I also acknowledge and agree that these Restrictions supersede any part of any other agreement (which, for the avoidance of doubt, excludes the SIP and the Award Agreement(s)), written or oral, that I am subject to in respect of the same subject matter unless I am notified in writing to the contrary.
(e) Prior to accepting employment with any other person or entity during the Restricted Period, I will provide any prospective employer with written notice of the Restrictions with a copy containing the prospective employer’s name and contact information delivered simultaneously to the Firm.
(f) I understand that the Restrictions may limit my ability to earn a livelihood in a business similar to the business of the Firm. I acknowledge that a violation on my part of any of the Restrictions would cause immeasurable and irreparable damage to the Firm. Accordingly, I agree that the Firm will be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any of the Restrictions in addition to any other remedies it or they may have. In the event that I violate any of the Restrictions, I acknowledge that the Restricted Period shall automatically be extended by the period of time that I was in violation of the said Restriction(s). I also acknowledge that a violation of any of the Restrictions would constitute my failure to meet an obligation I have under an agreement between me and the Firm that was entered into in connection with my employment with the Firm, may be detrimental to the Firm and would constitute “Cause” for purposes of any equity-based awards granted to me by the Firm and will result in my forfeiting such equity-based awards.
(g) If any provision (or part of a provision) of the Restrictions is held by a court of competent jurisdiction to be invalid, illegal or unenforceable (whether in whole or in part), such clause or provision will be enforced to the maximum extent permitted by applicable law given the intent of the parties hereto. If such clause or provision cannot be so enforced, such clause or provision shall be stricken from the Restrictions, and the remainder of these Restrictions shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in the Restrictions.
(h) The promises contained in the Restrictions are provided by me for the benefit of each Firm entity and I acknowledge and agree that each such entity may independently enforce the Restrictions against me. Any benefit that I give or am deemed to have given by virtue of the Restrictions is received jointly and severally by each Firm entity (including, for the avoidance of doubt, any Firm entity to which I provide services from time to time).
(i) For the purposes of the Restrictions, GS Inc. enters into the SIP and Award Agreement(s) applicable to me in connection with the Award(s) in its own capacity and as agent for each other Firm entity. The consideration for the promises in these Restrictions is given to me by GS Inc. on its own behalf and on behalf of each other Firm entity (including, for the avoidance of doubt, any Firm entity to which I provide services from time to time).
(j) I acknowledge that the Restrictions set out in this clause are reasonable and necessary for the protection of the legitimate interests of the Firm, and that, having regard to those interests, such restrictions do not impose an unreasonable burden on me.
(k) The Restrictions shall remain in full force and effect and survive the termination of my employment for any reason whatsoever.
(l) If I am subject to the Non-Competition and Non-Solicitation Agreement for Select Employees in the Global Banking and Markets Division, or a Managing Director subject to a Goldman Sachs Group, Inc. Managing Director Agreement, the Restrictions shall not apply to me.
(m) If I am a Private Wealth Management employee subject to an Employee Agreement Regarding Confidential and Proprietary Information and Materials and Non-Solicitation, I will be subject to the restrictions contained in clause (a) of the Restrictions but will not be subject to the restrictions contained in clauses (b) and (c) of the Restrictions. Nothing in the Restrictions will affect the operation of the Employee Agreement Regarding Confidential and Proprietary Information and Materials and Non-Solicitation.
(n) For the purposes of the Restrictions only, the following terms have the following meanings:
“Asia” means each state and territory in Australia, Brunei, Hong Kong SAR, India, Indonesia, Japan, Korea, Labuan, Macau SAR, Malaysia, Mongolia, New Zealand, Papua New Guinea, the Philippines, the PRC, Singapore, Taiwan, Thailand and Vietnam.
“Asia Service Period” means the period during which I am located in Asia and contracted to provide services to a member of the Firm in Asia. For the avoidance of doubt, the Asia Service Period does not end when I transfer to another member of the Firm in Asia.
“Client” means any client or prospective client of the Firm (i) to whom I provided services at any time during the one year period immediately prior to the end of the Asia Service Period, or (ii) for whom I transacted business or solicited at any time during the one year period immediately prior to the end of the Asia Service Period, or (iii) whose identity became known to me in connection with my employment by the Firm at any time during the one year period immediately prior to the end of the Asia Service Period.
“Covered Enterprise” has the same meaning contained in the Award Agreement(s) applicable to my Award(s).
“Effective Date” means (i) if the termination is for Cause or Extended Absence (both as defined in the Award Agreement(s) applicable to my Award(s)), the date on which such termination occurs; or (ii) if I repudiate my employment contract, the date of repudiation as determined by the Firm (as applicable); or (iii) if I fail to return to work on the agreed date from an unpaid leave of absence, the day after I was due to return to work.
“Firm” has the same meaning contained in the Award Agreement(s) applicable to my Award(s).
“Geographic Area” means (i) the jurisdiction in Asia in which I am located as of the date of execution of the Signature Card; and/or (ii) any other jurisdiction in Asia in relation to which I have substantial product and/or geographical market responsibilities in the one year period immediately prior to the end of the Asia Service Period; and/or (iii) any other jurisdiction in Asia in relation to which I have substantial employee managerial responsibilities in the one year period immediately prior to the end of the Asia Service Period; and/or (iv) any other jurisdiction in Asia in relation to which I provided services in the one year period immediately prior to the end of the Asia Service Period.
“PRC” means, for the purpose of the Restrictions, the People’s Republic of China, excluding Hong Kong SAR, Macau SAR and Taiwan.
“Restricted Period” means (i) in the event of the termination of my employment with the Firm in Asia, the Asia Service Period including any notice period applicable under the Notice Policy or, in the event I repudiate my notice requirement or exercise any statutory right to shorten the notice period or if my employment is terminated without notice or if the Firm elects to shorten the notice period in whole or in part with or without pay in lieu for any period of notice that has been waived or reduced, the Asia Service Period and the period of time equivalent to my notice requirement commencing from the Effective Date; or (ii) in the event of my employment with the Firm in Asia ending by reason of the transfer of my employment to another member of the Firm outside Asia, the Asia Service Period and the period of time equivalent to my notice requirement commencing from the conclusion of the Asia Service Period; or (iii) in the event of the termination of my secondment to the Firm in Asia and assignment or transfer of my employment to another member of the Firm outside Asia, the Asia Service Period and the period of time equivalent to my notice requirement commencing from the conclusion of the Asia Service Period.
“Restrictions” means the non-competition and non-solicitation restrictions for employees providing services in Asia as set out in (a) to (o) of this section of the Signature Card.
“Selected Firm Personnel” means any individual:
(i)who at any point in the 12 months preceding the conduct prohibited by (c) of this section of the Signature Card was a Firm employee or consultant; and
(ii)(a) with whom I have personally worked at any point during my employment with the Firm; (b) who, on or at any time during the 12-month period immediately prior to the end of the Asia Service Period, worked in the same division(s) in which I worked; or (c) who holds or has ever held the title of Advisory Director, Managing Director, or Senior Advisor of the Firm.
“Solicit” has the same meaning contained in the Award Agreement(s) applicable to my Award(s).
(o) Notwithstanding paragraph 1 of this Signature Card, the Restrictions shall be governed by and construed in accordance with the laws of the jurisdiction in which I am located and providing services to the Firm at the date of execution of the Signature Card. If I am located and providing services to the Firm in a state or territory in Australia, the laws of the jurisdiction shall be New South Wales. Notwithstanding paragraph 1, any Firm entity (including, for the avoidance of doubt, any Firm entity to which I provide services from time to time) may at any time elect to enforce the Restrictions in any competent court of any jurisdiction determined by such entity.]
FOR EMPLOYEES IN CERTAIN EUROPEAN UNION JURISDICTIONS (BELGIUM, CZECH REPUBLIC, DENMARK, FRANCE, GERMANY, GREECE, IRELAND, ITALY, LUXEMBOURG, SPAIN AND SWEDEN)