Goldman Sachs 2009 Annual Report Download - page 144

NOTE 14
Employee Incentive Plans
Stock Incentive Plan
The  rm sponsors a stock incentive plan, The Goldman Sachs
Amended and Restated Stock Incentive Plan (SIP), which
provides for grants of incentive stock options, nonquali ed
stock options, stock appreciation rights, dividend equivalent
rights, restricted stock, RSUs, awards with performance
conditions and other share-based awards. In the second
quarter of 2003, the SIP was approved by the  rm’s
shareholders, effective for grants after April 1, 2003, and was
further amended and restated, effective December31, 2008.
The total number of shares of common stock that may be
delivered pursuant to awards granted under the SIP through
the end of our 2008  scal year could not exceed 250million
shares. The total number of shares of common stock that may
be delivered pursuant to awards granted under the SIP in our
2009  scal year and each  scal year thereafter cannot exceed
5% of the issued and outstanding shares of common stock,
determined as of the last day of the immediately preceding
 scal year, increased by the number of shares available for
awards in previous years but not covered by awards granted
in such years. As of December2009 and November2008,
140.6million and 162.4million shares, respectively, were
available for grant under the SIP.
Other Compensation Arrangements
The  rm has maintained deferred compensation plans for
eligible employees. In general, under the plans, participants
were able to defer payment of a portion of their cash year-end
compensation. During the deferral period, participants were
able to notionally invest their deferrals in certain alternatives
available under the plans. Generally, under current tax law,
participants are not subject to income tax on amounts deferred
or on any notional investment earnings until the returns are
distributed, and the  rm is not entitled to a corresponding
tax deduction until the amounts are distributed. Beginning
with the 2008 year, these deferred compensation plans were
frozen with respect to new contributions and the plans were
terminated. Participants generally received distributions
of their bene ts in 2009 except that no payments were
accelerated for certain senior executives. The  rm has
recognized compensation expense for the amounts deferred
under these plans. As of December2009 and November2008,
$9million and $220million, respectively, related to these
plans was included in “Other liabilities and accrued expenses”
in the consolidated statements of  nancial condition.
The  rm has a discount stock program through which
Participating Managing Directors may be permitted to
acquire RSUs at an effective 25% discount (for 2009 and
2008 year-end compensation, the program was suspended,
and no individual was permitted to acquire discounted RSUs
thereunder). In prior years, the 25% discount was effected by
an additional grant of RSUs equal to one-third of the number
of RSUs purchased by qualifying participants. The purchased
RSUs were 100% vested when granted, but the shares
underlying them generally were subject to certain transfer
restrictions (which were waived in December 2008 except for
certain senior executives). The shares underlying the RSUs
that were granted to effect the 25% discount generally vest
in equal installments on the second and third anniversaries
following the grant date and were not transferable before
the third anniversary of the grant date (transfer restrictions
on vested awards were waived in December 2008 except for
certain senior executives). Compensation expense related to
these RSUs is recognized over the vesting period. The total
value of RSUs granted for 2007 in order to effect the 25%
discount was $66million.
Goldman Sachs 2009 Annual Report
142
Notes to Consolidated Financial Statements