exv10w2






Exhibit 10.2




EXECUTION VERSION




March 11, 2009




Michael A. Leven

2500 Peachtree Road, N.W.

Suite 801

Atlanta, GA 30305




Re:       Employment as President and COO of Las Vegas Sands




Dear Mike:




     This letter agreement (this “Agreement”) sets forth certain terms and conditions
relating to your employment as President and Chief Operating Officer of Las Vegas Sands Corp., a
Nevada corporation (“LVSC”), and Las Vegas Sands, LLC, a Nevada limited liability company
and wholly-owned subsidiary of LVSC (together with LVSC, the “Company”). Capitalized but
undefined terms have the meanings given such terms on Annex A attached hereto.



     1. Employment; Term. The Company shall employ you, during the Term (as defined below)
and subject to the conditions set forth in this Agreement, to serve as the President and Chief
Operating Officer of the Company. You shall report only to the Company’s Chief Executive Officer
and Chairman of the Board of Directors of the Company (the “Board”). The Company’s other
officers (other than its Chief Financial Officer and Chief Legal Officer) shall report directly or
indirectly to you. While employed hereunder during the Term, you shall be a member of the Board.
Subject to any earlier termination as provided in accordance with the terms of this Agreement, the
initial term of your employment hereunder will commence on March 11, 2009 (the “Commencement
Date”) and will expire on the second anniversary of the Commencement Date (the “Initial
Term”). The term of your employment hereunder may be extended for successive one-year periods
(each, a “Renewal Term”) upon the mutual agreement of the parties to this Agreement no
later than 90 days prior to the expiration of the Initial Term or any Renewal Term, as applicable.
The Initial Term and any Renewal Term shall collectively be referred to as the “Term”.



     2. Base Salary; Benefits. 



     (a) During the Term, you shall receive a base salary of $2,000,000 per year, payable in
accordance with the usual payroll practices of the Company (the “Base Salary”).



     (b) Other than as specifically stated in this Agreement, you shall be provided with
perquisites and employee benefits and reimbursement of business expenses in the same manner and to
the same extent and on the same terms and conditions as are generally made available and provided
by the Company from time to time to the Company’s other similarly situated senior executives. The
Company shall provide you with the relocation package it provides to senior executives who are
relocating to Las Vegas, Nevada to commence employment with the Company. In addition, (i) you
shall be entitled to reimbursement, grossed up for all applicable taxes, for temporary housing
expenses in connection with such relocation, including, for at least six months following the
Commencement Date, living accommodations at The Venetian, meals, laundry services and local
transportation, and (ii) during the Term, the Company shall pay the initiation fee for membership
for you in a country club of your choice.



     3. Annual Bonus. You will be eligible for an annual bonus (“Bonus”) under the
Executive Cash Incentive Plan for each partial and full calendar year of the Term (with a target
Bonus of 50% of Base Salary), subject to achievement of performance criteria established by the
Compensation Committee of the Board (the “Compensation Committee”). The actual amount of
the Bonus shall be determined by the Compensation Committee in its sole discretion after
consultation with the Company’s Chief Executive Officer, but shall not exceed $1,000,000 annually
if only the threshold performance target is satisfied for the applicable year. The Bonus for any
year shall be payable at the same time as annual bonuses are paid to



 









 





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other senior executives of the Company, but no later than March 15 of the year immediately
following the year to which the Bonus relates, subject to your continued employment on the payment
date except as otherwise provided in Section 5(a).




     4. Stock Option Grants.



     (a) You shall be granted under the 2004 Equity Award Plan (the “Plan”) nonqualified
stock options (each, an “Option” and, together, the “Options”) to purchase shares
of LVSC common stock as follows:



          (i) On the date hereof, you shall be granted an Option to purchase 3,000,000 shares of LVSC
common stock; and




          (ii) On January 1, 2010, you shall be granted an Option to purchase no less than 1,000,000
shares of LVSC common stock. Subject to the immediately foregoing sentence, the final calculation
of the number of shares of LVSC common stock subject to such Option shall be determined by the
Compensation Committee after consultation with you.




     (b) Each Option shall vest as to 25% of the shares subject thereto on the first anniversary of
the Commencement Date, and each Option shall become fully vested on the second anniversary of the
Commencement Date, subject to your continued employment as President and Chief Operating Officer on
each applicable vesting date, except as otherwise provided below. The exercise price of each
Option will be equal to the Fair Market Value (as defined in the Plan) of LVSC’s common stock on
the respective date of grant. The Company covenants that on the date hereof and on January 1,
2010, without the need for shareholder approval, there will be 3,000,000 and 1,000,000 shares,
respectively, of LVSC common stock available under the Plan for the unconditional grants of the
Options. Each Option shall have a scheduled term expiring on the fifth anniversary of the
Commencement Date. Except as otherwise provided herein, the Options shall otherwise be subject to
the terms and conditions of the Plan and the Company’s form of stock option agreement for its
senior executives.



     5. Termination of Employment.



     (a) Prior to the expiration of the Term, if your employment is terminated by the Company
(other than for Cause) or by reason of death or Disability or if you terminate your employment for
Good Reason, you shall be entitled to receive: (i) all accrued and unpaid Base Salary and
bonus(es) through the date of termination; (ii) a lump sum cash payment of 50% of the Base Salary
you would have received had you remained employed through the remainder of the Term plus $500,000;
and (iii) continued participation in the health and welfare benefit plans of the Company during the
remainder of the Term (without giving effect to your termination); provided,
however, that the Company’s obligation to provide benefits under clause (iii) shall cease
at the time you and your covered dependents become eligible for comparable benefits from another
employer that do not exclude any pre-existing condition of you or any covered dependent that was
not excluded under the Company’s health and welfare plans immediately prior to the date of
termination.



     (b) In addition to the payments provided for in Section 5(a), if (A) your employment
terminates prior to expiration of the Term because the Company terminates your employment for
reasons other than Cause or you terminate your employment for Good Reason, (B) your employment
terminates prior to the expiration of the Term due to your death or Disability, (C) your employment
terminates by reason of expiration of the Term or (D) a Change in Control occurs, then each Option
shall become immediately fully vested and exercisable and remain outstanding through the expiration
of its respective originally scheduled term (determined without regard to such employment
termination).



     (c) Notwithstanding any other provision of this Agreement to the contrary, you acknowledge
and agree that any and all payments to which you are entitled under this Section 5 (other than
Section 5(b)(D)) are conditional upon and subject to your (or your estate’s) execution, within 10
days following termination of your employment, of the General Release and Covenant Not to Sue in
the form attached hereto as Exhibit A (which form may be reasonably modified to reflect
changes in the law), and, except as otherwise provided in Section 10, any payments that are subject
to the execution of such General Release and Covenant Not to Sue
shall commence to be paid on the day immediately following expiration of the release
revocation period.



 









 





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     6. Licensing and Compliance Requirement. As soon as practicable following the date
hereof, you shall file an application to obtain a finding of suitability as an officer of the
Company (the “License”) with the Nevada State Gaming Control Board and the Nevada Gaming
Commission (collectively, the “Nevada Gaming Authorities”), pursuant to the provisions of
applicable Nevada gaming laws and the regulations of the Nevada Gaming Commission. You agree, at
the Company’s sole cost and expense, to cooperate with the Nevada Gaming Authorities at all times
in connection with obtaining the License, including but not limited to in connection with the
processing of such application and any investigation thereof undertaken by the Nevada Gaming
Authorities. The Company shall use its best efforts to assist you in obtaining the License. In
the event your application to obtain the License is denied, the Company shall reasonably pursue any
appeal or other form of review permitted by applicable law. In the event your application to
obtain a finding of suitability is rejected by the Nevada Gaming Authorities, this Agreement shall
automatically terminate not later than the time specified by the Nevada Gaming Authorities, and in
such event the Options shall be forfeited and neither the Company nor you shall have any continuing
obligations to the other hereunder.



     7. Excise Tax Gross-Up.



     (a) If it shall be determined that any amount paid, distributed or treated as paid or
distributed by the Company to or for your benefit (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but determined without regard
to any additional payments required under this Section 7) (a “Payment”) would be subject to
the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by
you with respect to such excise tax (such excise tax, together with any such interest and
penalties, being hereinafter collectively referred to as the “Excise Tax”), then you shall
be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that
after payment by you of all federal, state and local taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up
Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments. The determinations required to be made under this Section 7, including whether and when
a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by a nationally recognized accounting
firm (the “Accounting Firm”) in consultation with reasonable counsel of your choosing,
which shall provide detailed supporting calculations both to the Company and to you within 15
business days of the receipt of notice from you that there has been or may be a Payment, or such
earlier time as is requested by you or the Company. The Accounting Firm shall be appointed jointly
by you and the Company. All fees and expenses of the Accounting Firm and your counsel shall be
borne by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7, shall be
paid by the Company to you within five days of the receipt of the Accounting Firm’s determination.
Any reasonable determination by the Accounting Firm shall be binding upon you and the Company.



     (b) Without limiting the scope of Section 7(a) hereof, you shall notify the Company in writing
of any written claim to you by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after you are informed in writing of such claim and
shall apprise the Company of the nature of such claim and the date on which such claim is requested
to be paid. You shall not pay such claim prior to the expiration of the 30-day period following
the date on which you give such notice to the Company (or such shorter period ending on the date
that any payment of taxes with respect to such claim is required by the Internal Revenue Service).
If the Company notifies you in writing prior to the expiration of such period that it desires to
contest such claim, you shall: (i) give the Company any information reasonably requested by the
Company relating to such claim, (ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney reasonably selected by the
Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim,
and (iv) permit the Company to participate in any proceedings relating to such claim;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold you harmless, on an after-tax basis, for any Excise Tax or income



 









 





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tax (including interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the foregoing provisions
of this Section 7(b), the Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of such claim and may,
at its sole option, either direct you to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and you agree to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that any extension of
the statute of limitations relating to payment of taxes for your taxable year with respect to which
such contested amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company’s control of the contest shall be limited to whether a Gross-Up Payment
would be payable hereunder and you shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing authority.




     8. Legal Fees. The Company shall promptly reimburse you for the reasonable legal fees
and expenses incurred by you in connection with the negotiation and execution of this Agreement.



     9. Miscellaneous.



     (a) This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Nevada, without reference to its conflict of law provisions.



     (b) This Agreement sets forth the entire and final agreement and understanding of the parties
and contains all of the agreements made between the parties with respect to the subject matter
hereof, other than agreements between the parties with respect to your service on the Board through
the date hereof, which shall remain in full force and effect. This Agreement supersedes any and
all other agreements, either oral or in writing, between the parties hereto, with respect to the
subject matter hereof. No change or modification of this Agreement shall be valid unless in
writing and signed by you and the Company (the signatory for the Company shall be a duly authorized
officer of the Company other than you).



     (c) This Agreement may be executed in several counterparts, each of which shall be considered
an original, but which when taken together, shall constitute one agreement.



     (d) The Company agrees that, if you are made a party, or are threatened to be made a party,
to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a
“Proceeding”), by reason of the fact that you are or were a director, officer, employee,
agent, manager, consultant or representative of the Company or an affiliate or are or were serving
at the request of the Company or an affiliate as a director, officer, member, employee or agent of
another corporation, partnership, joint venture, trust, enterprise or other person, including
service with respect to employee benefit plans, whether or not the basis of such Proceeding is your
alleged action in an official capacity while serving as a director, officer, member, employee or
agent, you shall promptly be indemnified and held harmless by the Company to the fullest extent
legally permitted or authorized by the Company’s certificate of incorporation or bylaws or by
resolutions of the Board.



     10. Section 409A.



     (a) For purposes of Section 409A, each of the payments that may be made under this Agreement
are designated as separate payments. In addition, for purposes of this Agreement, with respect to
payments of any amounts that are considered to be “deferred compensation” subject to Section 409A,
references to “termination of employment” (and substantially similar phrases) shall be interpreted
and applied in a manner that is consistent with the requirements of Section 409A. It is intended
that the provisions of this Agreement comply with Section 409A, and all provisions of this
Agreement shall be construed and interpreted in a manner consistent with the requirements for
avoiding taxes or penalties under Section 409A. In this regard, the provisions of this Section 10
shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or
interest pursuant to Section 409A. In light of the uncertainty as of the date hereof with respect
to the proper application of Section 409A, the Company and you agree to negotiate in good faith to
make amendments to this Agreement as the parties mutually agree are necessary or desirable to avoid
the imposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, except as
otherwise provided herein, you shall be solely responsible and liable for the satisfaction of all
taxes and penalties that



 









 





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may be imposed on or for your account in connection with this Agreement (including any taxes
and penalties under Section 409A), and neither the Company nor any affiliate shall have any
obligation to indemnify or otherwise hold you (or any beneficiary) harmless from any or all of such
taxes or penalties.




     (b) Notwithstanding anything in this Agreement to the contrary, in the event that you are
deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments
that are “deferred compensation” subject to Section 409A that are made by reason of your
“separation from service” within the meaning of Section 409A (other than, for example, solely by
reason of a Change in Control) shall be made to you prior to the date that is six (6) months after
the date of your “separation from service” or, if earlier, your date of death. Immediately
following any applicable six (6) month delay, all such delayed payments will be paid in a single
lump sum. In addition, for a period of six months following the date of separation from service,
to the extent that the Company reasonably determines that any of the benefit plan coverages
described in Section 5 may not be exempt from U.S. federal income tax, you shall in advance pay to
the Company an amount equal to the stated taxable cost of such coverages for six months. At the
end of such six-month period, you shall be entitled to receive from the Company a reimbursement of
the amounts paid by you for such coverages.



     (c) To the extent that any reimbursements pursuant to this Agreement are taxable to you, any
such reimbursement payment due to you shall be paid to you as promptly as practicable, and in all
events on or before the last day of your taxable year following the taxable year in which the
related expense was incurred. Any such reimbursements are not subject to liquidation or exchange
for another benefit and the amount of such benefits and reimbursements that you receive in one
taxable year shall not affect the amount of such benefits or reimbursements that you receive in any
other taxable year. Except as permitted under Section 409A, any deferred compensation that is
subject to Section 409A and is payable to or for your benefit under any Company-sponsored plan,
program, agreement or arrangement may not be reduced by, or offset against, any amount owing by you
to the Company.



     (d) Any payment by the Company of any Gross-Up Payment provided in Section 7 of this Agreement
will be paid as provided therein but in all events not later than the end of your taxable year next
following your taxable year in which you remit the related taxes.



     Please indicate your understanding and acceptance of this Agreement by executing both copies
below, and retaining one fully executed original for your files and returning one fully executed
original to me.



 









 





	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	LAS VEGAS SANDS CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Sheldon G. Adelson	 	 
	 

	 	 	 	Name:
	 	 

Sheldon G. Adelson
	 	 
	 

	 	 	 	Title:
	 	Chairman & CEO	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	LAS VEGAS SANDS, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Sheldon G. Adelson	 	 
	 

	 	 	 	Name:
	 	 

Sheldon G. Adelson
	 	 
	 

	 	 	 	Title:
	 	Chairman & Treasurer	 	 






I hereby accept the terms of this

Agreement and agree to abide by the

provisions hereof:




	 	 	 	 	 
	  /s/ Michael A. Leven	 	 
	 	 	 
	Michael A. Leven	 	 
	 
	 	 	 	 
	Date:

	 	3/11/09	 	 






Signature Page to Leven Employment Letter Agreement





 









 








Certain Definitions




     “Cause” shall mean that the Board, at a duly noticed meeting, has determined that one
or more of the following events has occurred: (i) (A) your conviction of a felony,
misappropriation of any material funds or material property of the Company or any of its
affiliates, (B) commission of fraud or embezzlement with respect to the Company or any of its
affiliates or (C) any material act of dishonesty relating to your employment by the Company
resulting in direct or indirect personal gain or enrichment at the expense of the Company or any of
its affiliates; (ii) use of alcohol or drugs that renders you materially unable to perform the
functions of your job or carry out your duties to the Company; (iii) a material breach of this
Agreement by you that is likely to cause a material adverse effect on the business of the Company
or any of its affiliates; or (iv) committing any act or acts of serious and bad faith willful
misconduct (including disclosure of confidential information) that is likely to cause a material
adverse effect on the business of the Company or any of its affiliates; provided,
however, that with respect to (ii) or (iii) above, the Company shall have first provided
you with written notice stating with specificity the acts, duties or directives have committed or
failed to observe or perform, and you shall not have corrected the acts or omissions complained of
within thirty (30) days of receipt of such notice.



     “Change in Control” shall have the meaning given to that term in the Plan.



     “Disability” shall mean that you shall, in the opinion of an independent physician
selected by agreement between the Board and you, become so physically or mentally incapacitated
that you are unable to perform the duties of your employment for an aggregate of 180 days in any
365 day consecutive period or for a continuous period of six (6) consecutive months.



     “Good Reason” shall mean (i) a material breach of this Agreement by the Company; (ii)
a reduction in your Base Salary; (iii) a reduction in your target Bonus; (iv) a material change in
the duties and responsibilities of office that would cause your position to have less dignity,
importance or scope than intended on the date of this Agreement as set forth herein; (v) a Change
in Control; or (vi) Sheldon G. Adelson is not serving as Chief Executive Officer of the Company and
Chairman of the Board (unless his current spouse is serving in such capacities); provided,
however, that you may not terminate your employment for Good Reason unless (A) you give
written notice to the Company that Good Reason has occurred and that you have elected to resign,
and (B) the Company has not cured such act or omission prior to the expiration of the thirty (30)
day period after delivery of such notice, in which case, your employment shall terminate thirty
(30) days after delivery of such notice.



     “Section 409A” means Section 409A of the Code and the Treasury Regulations promulgated
thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to
time.