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EXHIBIT 10.19
Draft 4/14/99
THE GOLDMAN SACHS GROUP, INC.
May ____, 1999
We are pleased that you will be continuing your employment as a
Managing Director of The Goldman Sachs Group, Inc., a Delaware corporation ("GS
Inc."), or one or more of its subsidiaries or affiliates (collectively with GS
Inc., and its and their predecessors and successors, the "Firm"), and are
writing to set forth the terms and conditions of such employment. Certain
capitalized terms are defined in Section 2 hereof.
1. Employment
You will be employed by GS Inc., or one or more of its
subsidiaries or affiliates, subject to the terms and conditions of this
Agreement for the period commencing on the date hereof and ending on November
24, 2000 (the "Initial Employment Period"). After the Initial Employment Period
(unless otherwise agreed by you and the Firm in writing), there will be no set
term of employment. You or the Firm may terminate your employment at any time
during or after the Initial Employment Period for any reason, or for no reason,
by giving not less than ninety (90) days' prior written notice of termination;
provided, however, that the Firm may elect to place you on paid leave for all or
any part of such 90-day period; and provided further that no advance notice need
be given by the Firm to you in connection with a termination of your employment
for Cause or on account of Extended Absence.
During the Employment Period: (i) you will have such duties and
responsibilities as the Firm may from time to time determine; (ii) you will
devote your entire working time, labor, skill and energies to the business and
affairs of the Firm; and (iii) you will be paid the base salary separately
communicated to you and, so long as you are a participant in The Goldman Sachs
Partner Compensation Plan, any bonuses payable under the Plan, or if you are not
a participant in the Plan, such bonuses as the Firm may determine in its sole
discretion.
During the Employment Period, you will duly and accurately file
all required income tax returns and, if requested to do so, will certify to that
effect to the Firm annually, on a form specified by the Firm.
2. Certain Definitions
As used herein, the following terms have the following meanings:
"Cause" means (i) your breach of this Agreement, the
Noncompetition Agreement, the Pledge Agreement, the Shareholders' Agreement or
any other written agreement between you and the Firm, or (ii) your violation of
any Firm policy (including in respect of hedging or confidential information) as
in effect from time to time.
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"Date of Termination" means (i) if your employment is terminated
by the Firm for Cause or on account of Extended Absence, the date of the Firm's
delivery of written notice of termination, (ii) if your employment is terminated
by the Firm other than for Cause or on account of Extended Absence, the date
that is ninety (90) days after the Firm's delivery of written notice of
termination, or (iii) if your employment is terminated by you, the date that is
ninety (90) days after your delivery of written notice of termination, or such
earlier date as may be determined by the Firm in its sole discretion.
"Employment Period" means the period commencing on the date
hereof and ending on your Date of Termination, and includes the Initial
Employment Period.
"Extended Absence" means your absence from employment for at
least 180 days in any 12-month period as a result of your incapacity due to
mental or physical illness, as determined by the Firm.
"Noncompetition Agreement" means the Agreement Relating to
Noncompetition and Other Covenants, dated as of the date hereof, between you and
GS Inc., as in effect from time to time.
"Pledge Agreement" means the Pledge Agreement, dated as of the
date hereof, between you and GS Inc., attached as Exhibit A to the
Noncompetition Agreement, as in effect from time to time.
"Shareholders' Agreement" means the Shareholders' Agreement,
dated as of the date hereof, among GS Inc. and the individuals listed on
Appendix A thereto, as in effect from time to time.
3. Dispute Resolution
Any dispute, controversy or claim between you and the Firm,
arising out of or relating to or concerning the provisions of this Agreement,
your employment with the Firm or otherwise concerning any rights, obligations or
other aspects of your employment relationship in respect of the Firm, shall be
finally resolved in accordance with the provisions of Sections 9, 10 and 11 of
the Noncompetition Agreement. Without limiting the foregoing, you acknowledge
that a violation on your part of this Agreement would cause irreparable damage
to the Firm. Accordingly, you agree that the Firm will be entitled to injunctive
relief for any actual or threatened violation of this Agreement in addition to
any other remedies it may have.
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4. Governing Law
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAWS.
5. Miscellaneous
This Agreement shall not supersede any other agreement, written
or oral, pertaining to the matters covered herein, except to the extent of any
inconsistency between this Agreement and any prior agreement, in which case this
Agreement shall prevail. Notices hereunder shall be delivered to the Firm at its
principal executive office directed to the attention of GS Inc.'s General
Counsel, and to you at your last address appearing in the Firm's employment
records.
You may not, directly or indirectly (including by operation of
law), assign your rights or obligations hereunder without the prior written
consent of the Chief Executive Officer of GS Inc. or its successors, or such
individual's designee, and any such assignment by you in violation of this
Agreement shall be void. This Agreement shall be binding upon your permitted
successors and assigns. Without impairing your obligations hereunder, GS Inc.
may at any time and from time to time assign its rights and obligations
hereunder to any of its subsidiaries or affiliates (and have such rights and
obligations reassigned to it or to any other subsidiary or affiliate). This
Agreement shall inure to the benefit of and be binding upon the Firm and its
assigns. This Agreement may not be amended or modified other than by a written
agreement executed by you and GS Inc. or its successors, nor may any provision
hereof be waived other than by a writing executed by you or GS Inc. or its
successors; provided, that any waiver, amendment or modification of any of the
provisions of this Agreement shall not be effective against the Firm without the
written consent of the Chief Executive Officer of GS Inc. or such individual's
designee.
If any provision of this Agreement is finally held to be
invalid, illegal or unenforceable (whether in whole or in part), such provision
shall be deemed modified to the extent, but only to the extent, of such
invalidity, illegality or unenforceability and the remaining provisions shall
not be affected thereby. Except as expressly provided herein, this Agreement
shall not confer on any person other than you and the Firm any rights or
remedies hereunder. The captions in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.
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If the foregoing is in accordance with your understanding,
kindly confirm your acceptance and agreement by signing and returning the
enclosed duplicate of this letter which will thereupon constitute an agreement
between you and GS Inc., on its behalf and on behalf of its subsidiaries and
affiliates.
Very truly yours,
THE GOLDMAN SACHS GROUP, INC.
(on its behalf, and on behalf of its subsidiaries
and affiliates)
By: _____________________________________
Agreed to and accepted as of
the date of this letter
By:________________________