exv10w35






Exhibit 10.35




AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT




          This AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement (the
“Employment Agreement”), dated as of November 18, 2004, among Las Vegas Sands Corp., a
Nevada corporation (“LVSC”), Las Vegas Sands, Inc. (currently known as Las Vegas Sands,
LLC), a wholly-owned subsidiary of LVSC (together with LVSC, the “Company”), and Sheldon G.
Adelson (“Executive”) is dated as of December 31, 2008.




          WHEREAS, the Company and Executive wish to amend the Employment Agreement as provided herein
to reflect certain changes required to comply with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”).




          NOW, THEREFORE, in consideration of the mutual agreements and understandings set forth herein,
the parties hereby agree as follows:




          1. Defined Terms. Except as defined herein, capitalized terms used herein shall have
the meanings ascribed to such terms in the Employment Agreement.




          2. Amendment to Section 6(b) of the Employment Agreement. Section 6(b)(ii) of the
Employment Agreement is hereby amended by adding the following language at the end thereof to read
as follows:




          “Payments of Base Bonus that are earned, if any, shall be made as soon as practicable
following the determination by the Committee that such amounts have been earned, and in any event
within 60 days following the end of the relevant quarter.”




          3. Amendment to Section 6(c) of the Employment Agreement. Section 6(c)(i) of the
Employment Agreement is hereby amended by adding the following language at the end thereof to read
as follows:




          “Payments of Annual Supplemental Bonus that are earned, if any, shall be made as soon as
practicable following the determination by the Committee that such amounts have been earned, and in
any event not later than March 15 of the calendar year following the calendar year to which the
Annual Supplement Bonus relates.”




          4. Amendment to Section 10(d)(vi) of the Employment Agreement. Section 10(d)(vi) of
the Employment Agreement is hereby amended by adding the following language at the end thereof to
read as follows:




          “; provided, further, that if the Change of Control does not satisfy the
definition of a change in the ownership or effective control of a corporation, or a change in the
ownership of a substantial portion of the assets of a corporation pursuant to Section 409A, then
the payment referred to in subclause (B) of this Section 10(d)(vi) will be paid ratably over the
same time period that payments under Section 10(d)(v)(B) would have been payable, and the payment
referred to in subclause (C) of this Section 10(d)(vi) will




 









 





be payable at the same time that payment of the Pro Rated Bonus therein would have been paid,
in each case assuming such termination of employment did not occur within the two (2) year period
following a Change in Control.”




          5. Amendment to Section 10(d)(viii) of the Employment Agreement. Section 10(d) of the
Employment Agreement is hereby amended by adding a new Section 10(d)(viii) at the end thereof to
read as follows:




          “(viii) Timing of Certain Payments. Subject to Section 10(f) and 13(r): (A) any
amounts payable under Section 10(d)(i)(A), 10(d)(ii)(A), 10(d)(iii)(A), 10(d)(v)(A) and
10(d)(vi)(A) shall be paid as soon as practicable, and in any event within 30 days following
termination of employment; (B) any reimbursements for expenses incurred under Section 10(d)(v)(E)
or 10(d)(vi)(E) (to the extent such reimbursements are treated as deferred compensation subject to
Section 409A) shall be paid as soon as practicable following submission of the claims but in any
event not later than the third calendar year following the calendar year in which Executive’s
separation from service occurs; and (C) any amount payable under Section 10(d)(vii) shall be
determined as soon as practicable following termination of employment and shall be paid to
Executive within 60 days following termination of employment.”




          6. Amendment to Section 10(f) of the Employment Agreement. Section 10(f) of the
Employment Agreement is hereby amended by adding the following at the end thereof to read as
follows:




          “The Executive shall execute and deliver such Release and Covenant Not to Sue within 60 days
following termination of employment, and, except as otherwise provided in Section 13(r), any
payments that are subject to the execution of such Release and Covenant Not to Sue shall commence
to be paid on the 61st day following termination of employment.”




          7. Further Amendment to Section 13 of the Employment Agreement. A new Section 13(r)
of the Employment Agreement is hereby added to read as follows:




          “(r) Section 409A.




          (i) For purposes of this Agreement, “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. 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.




          (ii) 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 13(r) shall only apply if, and to the




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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 Executive 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, Executive shall be solely
responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or
for the account of Executive 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 Executive (or any beneficiary) harmless from any or all of such taxes
or penalties.




     (iii) Except as permitted under Section 409A, any deferred compensation that is subject to
Section 409A and is payable to or for the benefit of Executive under any Company-sponsored plan,
program, agreement or arrangement may not be reduced by, or offset against, any amount owing by
Executive to the Company.



          (iv) Notwithstanding anything in this Agreement to the contrary, in the event that Executive
is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments
under Section 10(d) that are “deferred compensation” subject to Section 409A shall be made to
Executive prior to the date that is six (6) months after the date of Executive’s “separation from
service” (within the meaning of Section 409A, without application of any alternative definitions
permitted thereunder) or, if earlier, Executive’s date of death. Following any applicable six (6)
month delay, all such delayed payments will be paid in a single lump sum on the earliest
permissible payment date. 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 10 may not be exempt from U.S. federal income tax, Executive 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, Executive shall be entitled to receive from the
Company a reimbursement of the amounts paid by Executive for such coverages.




          (v) For purposes of Section 409A, each of the payments that may be made under the Agreement
are designated as separate payments.




          (vi) To the extent that any reimbursements pursuant to Section 6 or 13 are taxable to
Executive, any such reimbursement payment due to Executive shall be paid to Executive as promptly
as practicable, and in all events on or before the last day of Executive’s 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 Executive receives in one taxable year shall not affect the amount of such
benefits or reimbursements that Executive receives in any other taxable year.




          8. Continuing Effect of Employment Agreement. Except as expressly modified hereby,
the provisions of the Employment Agreement are and shall remain in full force and effect.





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          9. Governing Law. This Amendment shall be governed by, construed under, and
interpreted in accordance with the laws of the State of Nevada applicable to agreements made and to
be wholly performed within that State, without regard to its conflict of laws provisions or any
conflict of laws provisions of any other jurisdiction which would cause the application of any law
other than that of the State of Nevada.




          10. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument.




          IN WITNESS WHEREOF, the parties have executed and delivered this Amendment at Las Vegas,
Nevada as a contract under seal on the date first written above.




	 	 	 	 	 	 	 
	 	 	LAS VEGAS SANDS CORP.	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Charles D. Forman	 	 
	 	 	 	 	 
	 

	 	By:
	 	Charles D. Forman	 	 
	 

	 	Its:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	LAS VEGAS SANDS, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Charles D. Forman	 	 
	 	 	 	 	 
	 

	 	By:
	 	Charles D. Forman	 	 
	 

	 	Its:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Sheldon G. Adelson	 	 
	 	 	 	 	 
	 	 	Sheldon G. Adelson	 	 






[Signature page to amendment to

Employment Agreement between the Company and Sheldon G. Adelson]





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