exv10w36






Exhibit 10.36




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between Las Vegas Sands Corp., a Nevada
corporation (the “Company), and Kenneth J. Kay (the “Executive”) is made as of December 1, 2008
(the “Effective Date”).



     WHEREAS, the Company desires to employ the Executive under the terms of this Agreement, and
the Executive desires to be employed by the Company subject to the terms and conditions of this
Agreement.



     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for
other good and valuable consideration, the Company and the Executive (each individually a “Party”
and together the “Parties”) agree as follows.




	1.	 	Definitions.






	 	1.1	 	“Affiliate” shall mean any parent, subsidiary or affiliated company
of the Company.
	 
	 	1.2	 	“Applicable Period” shall mean 12 months following termination of
employment.
	 
	 	1.3	 	“Base Salary” shall mean the salary provided for in Section 3 of this
Agreement or any increased salary granted to the Executive pursuant to the provisions
of Section 3.
	 
	 	1.4	 	“Cause” shall mean:






	 	(a)	 	(i) conviction of a felony, misappropriation of any material
funds or material property of the Company or any of its Affiliates, (ii)
commission of fraud or embezzlement with respect to the Company or any of its
Affiliates or (iii) any material act of dishonesty relating to the Executive’s
employment by the Company resulting in direct or indirect personal gain or
enrichment at the expense of the Company or any of its Affiliates;
	 
	 	(b)	 	use of alcohol or drugs that renders the Executive materially
unable to perform the functions of his job or carry out his duties to the
Company;
	 
	 	(c)	 	a material breach of this Agreement by the Executive;
	 
	 	(d)	 	committing any act or acts of serious and 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; or
	 
	 	(e)	 	the withdrawal with prejudice, denial, revocation or
suspension of the License by the Nevada Gaming Authorities;






     provided that, with respect to (b), (c) or (e) above, the Company
shall have first provided the Executive with written notice stating with
specificity the acts, duties or directives the Executive has committed or failed to
observe or perform, and the Executive shall not have corrected the acts or
omissions complained of within thirty (30) days of receipt of such notice.





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	 	1.5	 	“Code” shall mean the Internal Revenue Code of 1986, as amended.
	 
	 	1.6	 	“Confidential Information” shall mean all material private, personal,
confidential or proprietary information, tangible or intangible, owned by or
pertaining to the Company or its Affiliates, which information was learned or acquired
by the Executive as a result of the employment relationship with the Company;
provided, however, that “Confidential Information” shall not include
information or data: (i) generally publicly known, (ii) learned by the Executive from
third persons with a legal right to disclose such information or (iii) discovered by
the Executive through means entirely independent from and in no way arising from the
disclosure to the Executive by the Company.
	 
	 	1.7	 	“Disability” shall mean that the Executive shall, in the opinion of
an independent physician selected by agreement between the Company and the Executive,
become so physically or mentally incapacitated that he is unable to perform the duties
of his employment for an aggregate of 180 days in any 365 day consecutive period or
for a continuous period of six (6) consecutive months.
	 
	 	1.8	 	“Term” shall mean the Initial Term together with any Renewal Term, as
specified in Section 2.2.
	 
	 	1.9	 	“Option Shares” shall have the meaning set forth in Section 6.
	 
	 	1.10	 	“Trade Secrets” shall mean the Company’s and/or its Affiliates’
“trade secrets” as such term is defined in the Uniform Trade Secrets Act, as
promulgated generally in the United States of America.






	2.	 	Term, Positions and Duties.






	 	2.1	 	Employment Accepted. The Company hereby employs the Executive, and
the Executive hereby accepts employment with the Company, for the Term, in the
position and with the duties and responsibilities set forth in Section 2.3 or in such
other position as reasonably assigned by the President and Chief Operating Officer of
the Company, and upon such other terms and conditions as are hereinafter stated.
	 
	 	2.2	 	Term. Subject to any early termination as provided in accordance
with the terms of this Agreement, the term of employment shall be considered as
commencing on the Effective Date of this Agreement and shall terminate at the close of
business on December 31, 2011 (the “Initial Term”), and shall renew automatically
thereafter for successive terms of one year each (each, a “Renewal Term”), unless, not
later than 90 days prior to the expiration of the Initial Term or any Renewal Term,
either Party shall provide written notice to the other Party of its or his desire not
to extend the Initial Term or any Renewal Term.
	 
	 	2.3	 	Duties and Responsibilities. During the Term, the Executive shall be
employed as “Chief Financial Officer” with the Company and shall report directly to
the President and Chief Operating Officer. The Executive shall be responsible for and
shall have such powers, duties and responsibilities as are generally associated with
his offices, as the same may be modified and/or assigned to the Executive from time to
time by the President and Chief Operating Officer, and subject to









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	 	 	 	the supervision, direction and control of the President and Chief Operating Officer
and the Board of Directors of the Company.
	 
	 	2.4	 	Licensing and Compliance Requirement. The Executive 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. The
Executive agrees, at the Company’s sole cost and expense, to cooperate with the Nevada
Gaming Authorities at all times, including but not limited to in connection with the
processing of such application and any investigation thereof undertaken by the Nevada
Gaming Authorities. In the event the Executive’s application to obtain a finding of
suitability is rejected by the Nevada Gaming Authorities, this agreement shall
automatically terminate within sixty (60) days from the date of such rejection. Such
termination hereunder shall be considered a Termination Without Cause pursuant to the
provisions of Section 8.2.
	 
	 	2.5	 	Performance. The Executive hereby accepts the employment described
herein under the terms and conditions set forth in this Agreement. The Executive
covenants and agrees that during the Term, he will faithfully and diligently perform
the duties of his employment, devoting his full business and professional time,
attention, energy, experience and ability to promote the business interests of the
Company. The Executive further agrees that during the period of his employment with
the Company, he will not engage in any other employment, occupation, consultation or
business or professional pursuits whatsoever unless the Company’s President and Chief
Operating Officer shall consent thereto in writing; provided, however, that the
foregoing shall not preclude the Executive from engaging in civic, charitable, or
religious activities or from devoting a reasonable amount of time to private
investments that do not unreasonably interfere or conflict with the performance of the
Executive’s duties under this Agreement.
	 
	 	2.6	 	Policies and Procedures. In addition to the terms herein, the
Executive agrees to be bound by the Company’s policies and procedures as such may be
amended by the Company from time to time. In the event the terms in this Agreement
conflict with the Company’s policies and procedures, the terms herein shall take
precedence.






	3.	 	Base Salary. During the Term, the Executive shall be entitled to receive an annual
base salary of Nine Hundred Thousand Dollars ($900,000) payable in equal bi-monthly
installments or as otherwise in accordance with the regular payroll of the Company. The base
salary as then in effect shall be increased effective January 1, 2010, and January 1, 2011, in
each case by a minimum of four percent (4%).
	 
	4.	 	Intentionally Omitted.
	 
	5.	 	Annual Bonus. The Executive shall be eligible to receive an annual cash bonus. The
amount and payment of any bonus shall be based on the achievement of performance objectives
that shall be reasonably determined annually by the Company; provided, that the amount of any
such bonus shall not be more than 100% of Base Salary per year







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	 	 	absent a determination of unusual circumstances or exceptional performance, at the
Company’s sole discretion. Additionally, the Executive shall not have any enforceable
right to receive any bonus except for such bonuses as are formally approved by the Company.
Any bonus payable pursuant to this Section 5 shall be paid by the end of the first
calendar quarter of the year following the year to which the bonus relates. Upon
termination of the Executive’s employment for any reason whatsoever, the Company shall have
no obligation to pay the Executive any bonus, except to the extent provided elsewhere in
this Agreement.
	 
	6.	 	Stock Options. The Executive shall be eligible to receive equity awards under the
Company’s 2004 Equity Award Plan (the “Plan”). Management will recommend that the
Compensation Committee of the Company’s Board of Directors, which administers the Plan,
approve a one-time award of non-qualified options to purchase one hundred thousand (100,000)
shares of the Company’s common stock (the “Option Shares”) to vest as follows:






	 	•	 	one third of the Option Shares (33,333 shares) shall become vested and
exercisable as follows: (i) 15% of such third of the Option Shares (5,000
shares) on the first anniversary of the Date of Grant; (ii) 22.5% of such
third of the Option Shares (7,500 shares) on the second anniversary of the
Date of Grant; (iii) 27.5% of such third of the Option Shares (9,166
shares) on the third anniversary of the Date of Grant; and (iv) 35% of
such third of the Option Shares (11,667 shares) on the fourth anniversary
of the Date of Grant;
	 
	 	•	 	one third of the Option Shares (33,333 shares) shall become vested and
exercisable as follows: (i) 15% of such third of the Option Shares (5,000
shares) on the second anniversary of the Date of Grant; (ii) 22.5% of such
third of the Option Shares (7,500 shares) on the third anniversary of the
Date of Grant; (iii) 27.5% of such third of the Option Shares (9,166
shares) on the fourth anniversary of the Date of Grant; and (iv) 35% of
such third of the Option Shares (11,667 shares) on the fifth anniversary
of the Date of Grant; and
	 
	 	•	 	one third of the Option Shares (33,334 shares) shall become vested and
exercisable as follows: (i) 15% of such third of the Option Shares (5,000
shares) on the third anniversary of the Date of Grant; (ii) 22.5% of such
third of the Option Shares (7,500 shares) on the fourth anniversary of the
Date of Grant; (iii) 27.5% of such third of the Option Shares (9,166
shares) on the fifth anniversary of the Date of Grant; and (iv) 35% of
such third of the Option Shares (11,668 shares) on the sixth anniversary
of the Date of Grant.






	 	 	 	The exercise price of the Option Shares described above will be equal to the Fair
Market Value (as defined in the Plan) of the Company’s common stock on the Date of
Grant (as defined in the Plan), and the Date of Grant will be the first day of
January, 2009. The additional terms of any option award will be governed by the
terms of an option agreement to be provided to Employee upon the grant of the
options and the terms of the Plan.








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	 	 	 	Employee may become eligible to receive additional stock options or other equity
based compensation in such amounts and upon such terms as the Company may decide in
its own discretion, it being expressly understood and agreed that this paragraph
does not create any obligation on the part of the Company to grant any such options
or equity.






	 	7.	 	Employment Benefit Programs.
	 
	 	7.1	 	Benefit Plans. During the Term, the Executive shall be entitled to
participate in any fringe group health, medical, dental, hospitalization, life,
accident insurance or other welfare plans, and any tax-qualified pension,
tax-qualified profit sharing or tax-qualified retirement plans, which may be placed in
effect or maintained by the Company during the Term hereof for the benefit of its
employees generally, or for its senior executives subject to all restrictions and
limitations contained in such plans or established by governmental regulation. In
addition to the foregoing, the Executive shall be entitled to participate in such
executive retirement and capital accumulation plans as may be established, sponsored
or maintained by the Company and in effect from time to time for the benefit of its
senior executives, including without limitation, any nonqualified supplemental
executive retirement plan or deferred compensation plan.
	 
	 	7.2	 	Permitted Leave. The Executive shall be entitled to vacations and
holidays as provided in the Company’s vacation, holiday or flex day policies as in
effect from time to time, but no less than the following: four (4) weeks of paid
vacation leave per year at such times as may be requested by the Executive and
approved by the Company. No more than three (3) weeks of vacation shall be taken
consecutively. Up to two (2) weeks of vacation may be carried over to the following
year (but not to the next). The Executive shall also be entitled to the same sick
time, leaves of absence, and other time-off to which all other employees of the
Company are entitled, and in accordance with the rules and regulations applicable to
all other employees of the Company.






	8.	 	Termination.






	 	8.1	 	Termination by the Company for Cause. In the event the Company
terminates the Executive’s employment for Cause after the applicable cure period, the
Executive shall be entitled to:






	 	(a)	 	Base Salary at the rate in effect at the time of the
termination through the date of termination of employment;
	 
	 	(b)	 	Reimbursement for expenses incurred, but not paid prior to
such termination of employment, subject to the receipt of supporting
information by the Company; and
	 
	 	(c)	 	Such rights to other compensation and benefits as may be
provided in applicable plans and programs of the Company, according to the
terms and conditions of such plans and programs.






	 	 	 	The exercise and termination of the Executive’s stock options referred to in
Section 6 and any other option grants to the Executive awarded pursuant to








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	 	 	 	option agreements that are dated during the Term (and any extensions of the Term)
shall be governed by the Plan and the Executive’s option agreements issued pursuant
to the Plan.






	 	8.2	 	Termination by the Company Without Cause or By the Executive for Good
Reason. In the event that the Company terminates the Executive’s employment
without Cause or the Executive terminates his employment for Good Reason, the
Executive shall thereupon be entitled to:






	 	(a)	 	Continuation of the Base Salary, payable in bi-monthly
installments or otherwise in accord with the Company’s policies and
procedures, for the Applicable Period (the “Salary Continuation”) in addition
to the payment of the pro-rated portion of the Annual Bonus Employee would
have earned during the year this Agreement was terminated; provided,
however, that if the Executive obtains replacement employment whether
as an employee or as a consultant and compensation is earned or accrued within
the Applicable Period (“Offsetting Compensation”), the Salary Continuation
shall be reduced by the amount of the Offsetting Compensation;
provided, further, that in the event the Executive terminates
his employment for Good Reason pursuant to Section 8.3(1)(b) of this
Agreement, (i) the Applicable Period shall be deemed to be equal to 12 months
following termination of employment and (ii) the Salary Continuation shall not
be reduced by any Offsetting Compensation .
	 
	 	(b)	 	Reimbursement for reasonable expenses incurred, but not paid
prior to such termination of employment, subject to the receipt of supporting
information by the Company.
	 
	 	(c)	 	Continued participation in the health and welfare benefit
plans of the Company described in Section 7.1 for the Executive and his spouse
and dependents, if any, during the Applicable Period; provided,
however, that in the event the Executive terminates his employment for
Good Reason pursuant to Section 8.3(1)(b) of this Agreement, (i) the
Applicable Period shall be deemed to be equal to 12 months following
termination of employment and (ii) the Salary Continuation shall not be
reduced by any Offsetting Compensation.






	 	 	 	The exercise and termination of the Executive’s stock options referred to in
Section 6 and any other option grants awarded to the Executive pursuant to option
agreements that are dated during the Term (and any extensions of the Term) shall be
governed by the Plan and the Executive’s option agreements issued pursuant to the
Plan.
	 
	 	 	 	Notwithstanding anything in this Section 8.2 to the contrary, in the event that the
Executive is deemed to be a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code, no payment described in this Section 8.2 that is
“deferred compensation” subject to Section 409A of the Code and the regulations and
guidance issued thereunder (“Section 409A”) shall be made to the Executive
prior to the date that is six (6) months after the date of the Executive’s
“separation from service” (as defined in Section 409A) or, if earlier, the







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	 	 	 	Executive’s date of death. In such event, all payments subject to the six (6)
month delay will be paid in a single lump sum on the earliest permissible payment
date.






	 	8.3	 	Termination By the Executive For Good Reason. The Executive may
terminate this Agreement and his employment hereunder during the Term for Good Reason
(as such term is defined below), on the terms and in the manner set forth in this
Agreement.






	 	(1)	 	“Good Reason” shall mean any of the following:






(a) (i) a material breach of this Agreement by the Company; (ii) a
reduction in the Executive’s Base Salary; or (iii) a material change in
the duties and responsibilities of office that would cause the Executive’s
position to have less dignity, importance or scope than intended at the
Effective Date as set forth herein; provided, however,
that “Good Reason” shall not be deemed to occur solely as a result of a
transaction in which the Company becomes a subsidiary of another company,
so long as the Executive’s duties and responsibilities of office are not
materially changed as they relate solely to the Company;




(b) The Executive discovers or the Company announces a “change of
control”, which, for purposes of this Agreement, is defined as Sheldon G.
Adelson and the estate planning trusts of Sheldon G. Adelson currently
identified in the most recent filing with the Securities and Exchange
Commission (“SEC”) (including any amendments, revisions, conversions,
substitutions or otherwise of such trusts) control less than 50% of the
voting equity of the Company; provided that a “change of control” ceases
to constitute Good Reason unless the Executive gives notice to the Company
that he is terminating his employment with the Company due to the “change
of control” within 30 days after the first filing is made with the
Securities and Exchange Commission by which the fact of such “change of
control” could be determined. For purpose of the preceding sentence, the
Executive shall be considered to have determined the existence of a
“change of control” on the date of the SEC filing if the filing announces
a transaction that has occurred or on the date that a prospective
transaction closes.




	 	(2)	 	If the Executive determines that Good Reason exists for
termination of this Agreement and his employment with the Company for any of
the reasons described in Section 8.3(1)(a) above, the Executive shall provide
the Company with written notice of his intention to terminate his employment.
Such notice shall include a reasonably detailed description of the alleged
grounds for termination. The Company shall have 30 business days from the
date of its receipt of such notice within which to cure the alleged grounds
for termination.






	 	8.4	 	Intentionally Omitted.






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	 	8.5	 	Termination due to the Executive’s Death or Disability.






(a) Death. In the case of a termination of this Agreement and the
Executive’s employment hereunder due to the Executive’s death, the Executive’s
estate shall be entitled to receive:




(i) Continuation of the Base Salary payable in bi-monthly installments or
otherwise in accord with the Company’s policies and procedures for 12
months following termination of employment.




(ii) Reimbursement for reasonable expenses incurred, but not paid prior to
such termination of employment, subject to the receipt of supporting
information by the Company.




(iii) Continued vesting of all stock option awards in accordance with
their terms for 12 months following termination of employment so that all
such awards continue to vest as if the Executive had remained employed by
the Company during the 12 month period following termination of
employment.




(iv) Continued participation in the health and welfare benefit plans of
the Company described in Section 7.1 for the Executive and his spouse and
dependents, if any, during the 12 month period following termination of
employment.




(b) Disability. In the case of a termination of this Agreement and the
Executive’s employment hereunder due to the Executive’s Disability, the Executive
shall be entitled to receive:




(i) Continuation of the Base Salary payable in bi-monthly installments or
otherwise in accord with the Company’s policies and procedures for 12
months following termination of employment.




(ii) Reimbursement for reasonable expenses incurred, but not paid prior to
such termination of employment, subject to the receipt of supporting
information by the Company.




(iii) Continued vesting of all stock option awards in accordance with
their terms for 12 months following termination of employment so that all
such awards continue to vest as if the Executive had remained employed by
the Company during the 12 month period following termination of
employment.




(iv) Continued participation in the health and welfare benefit plans of
the Company described in Section 7.1 for the Executive and his spouse and
dependents, if any, during the 12 month period following termination of
employment.




     (v) Notwithstanding anything in this Section 8.5(b) to the contrary, in the
event that the Executive is deemed to be a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code and the Executive is not






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“disabled” within the meaning of Section 409A(a)(2)(C), no payment described in
this Section 8.5(b) that is “deferred compensation” subject to Section 409A shall
be made to the Executive prior to the date that is six (6) months after the date of
the Executive’s “separation from service” (as defined in Section 409A) or, if
earlier, the Executive’s date of death. In such event, all payments subject to the
six (6) month delay will be paid in a single lump sum on the earliest permissible
payment date.




	 	8.6	 	Health and Welfare Benefit Equivalents. To the extent that the
health and welfare benefits provided for in Section 8 are not permissible after
termination of employment under the terms of the benefit plans of the Company then in
effect (and cannot be provided through the Company’s paying the applicable premium for
the Executive and/or his spouse and dependents, if any, under COBRA), the Company
shall pay to the Executive or his estate, as applicable, such amount as is necessary
to provide the Executive and/or his spouse and dependents, if any, after tax, with an
amount equal to the cost of acquiring, for the Executive and his spouse and
dependents, if any, on a non-group basis, for the required period, those health and
other welfare benefits that would otherwise be lost to the Executive and his spouse
and dependents, if any, as a result of the Executive’s termination.
	 
	 	8.7	 	Release. Notwithstanding any other provision of this Agreement to
the contrary, the Executive acknowledges and agrees that any and all payments to which
the Executive is entitled under this Section 8 are conditional upon and subject to
the Executive’s execution, within 60 days following termination of his 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), of all
claims the Executive may have against the Company, its Affiliates and their respective
directors, officers and employees, except as to matters covered by provisions of this
Agreement that expressly survive the termination of this Agreement.






	9.	 	Restrictive Covenant and Covenants not to Engage in Certain Other Acts.






	 	9.1	 	Restrictive Covenant. The Executive acknowledges and recognizes the
highly competitive nature of the businesses of the Company and its subsidiaries and
Affiliates and accordingly agrees as follows:






(a) During the Term and for a period equal to one (1) year from the date of
termination of employment, the Executive shall not, directly, either as principal,
employee, partner, officer or director, own, manage, operate, control or otherwise
engage in, any casino hotel in (i) Clark County, Nevada (including, without
limitation, the City of Las Vegas), (ii) the Macau Special Administrative Region of
The People’s Republic of China or the Republic of Singapore, (iii) Bethlehem,
Pennsylvania or (iv) any other location in which the Company or any of its
Affiliates is doing business or has made substantial plans to commence doing
business, in each case at the time of the Executive’s termination.




	 	9.2	 	Non-solicitation. In addition to, and not in limitation of, the
provisions of Section 9.1, the Executive agrees, for the benefit of the Company and
its Affiliates, that during the Term and for the period commencing on the date of the







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	 	 	 	Executive’s termination and ending on the second anniversary of such date of
termination, the Executive shall not, directly, either as principal,
employee, partner, officer or director, on behalf of the Executive or any other
person or entity other than the Company or its Affiliates, (i) solicit or induce,
or attempt to solicit or induce, directly or indirectly, any person who is, or
during the six months prior to the termination of the Executive’s employment with
the Company was, an employee or agent of, or consultant to, the Company or any of
its Affiliates to terminate its, his or her relationship therewith, or (ii) hire or
engage any person who is, or during the six months prior to the termination of the
Executive’s employment with the Company was, an employee, agent of or consultant to
the Company or any of its Affiliates.






	 	9.3	 	General. The Executive understands that the provisions of this
Section 9 may limit his ability to earn a livelihood in a business similar to the
business of the Company but he nevertheless agrees and hereby acknowledges that
(i) such provisions do not impose a greater restraint than is necessary to protect the
goodwill or other business interests of the Company and its Affiliates, (ii) such
provisions contain reasonable limitations as to time and scope of activity to be
restrained, (iii) such provisions are not harmful to the general public, (iv) such
provisions are not unduly burdensome to the Executive, and (v) the consideration
provided hereunder is sufficient to compensate the Executive for the restrictions
contained in this Section 9. In consideration of the foregoing and in light of the
Executive’s education, skills and abilities, the Executive agrees that he shall not
assert that, and it should not be considered that, any provisions of Section 9
otherwise are void, voidable or unenforceable or should be voided or held
unenforceable.
	 
	 	 	 	It is expressly understood and agreed that although the Executive and the Company
consider the restrictions contained in this Section 9 to be reasonable, if a
judicial determination is made by a court of competent jurisdiction that the time
or territory or any other restriction contained in this Agreement is an
unenforceable restriction against the Executive, the provisions of this Agreement
shall not be rendered void but shall be deemed amended to apply as to such maximum
time and territory and to such maximum extent as such court may judicially
determine or indicate to be enforceable. Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to make it enforceable,
such finding shall not affect the enforceability of any of the other restrictions
contained herein.
	 
	 	 	 	In the event that the Executive violates any of the restrictive covenants set forth
in Sections 9.1 or 9.2, in addition to any other remedy which may be available
(i) at law or in equity, (ii) pursuant to any other provision of this Agreement or
(iii) pursuant to any applicable equity award agreement, all outstanding stock
options to purchase shares of the Company’s common stock and other unvested equity
awards granted to the Executive shall be automatically forfeited effective as of
the date on which such violation first occurs.
	 
	 	9.4	 	Waiver. Notwithstanding anything to the contrary in this Section 9,
in the event of a termination by the Company without Cause or by the Executive for
Good Reason, and the Executive waives all right to payments and other compensation








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	 	 	 	under this Agreement with respect to the Salary Continuation or any part of
thereof, then the restrictive covenant of this Section 9 shall be inapplicable to
the Executive with respect to the period for which compensation is so waived.






	 	9.5	 	Survival. The Executive agrees that the provisions of this
Section 9 shall survive the termination of this Agreement and the termination of the
Executive’s employment, provided that the restrictive covenants in this Section 9
shall not apply to termination of employment due to expiration of the Term in Section
2.2.
	 
	 	9.6	 	Covenants to Protect Confidential Information:






	 	(a)	 	Non-Disclosure. Both during and after the
employment, the Executive agrees to hold confidential all Confidential
Information learned or acquired by the Executive and will take all action
necessary to preserve that confidentiality. The Executive represents and
covenants that the Executive shall treat any Confidential Information
disclosed to, or learned by, the Executive as fiduciary agent of the Company,
recognizing that the Company only made the Confidential Information accessible
to the Executive by reason of the special trust and confidence which the
Company placed in the Executive. The Executive shall not disclose,
disseminate, transmit, publish, distribute, make available or otherwise convey
any of the Company’s or any of its Affiliates’ Trade Secrets to any person
except directors, officers and executives of the Company that in the
Executive’s actual and reasonable knowledge are entitled and authorized to
view such Trade Secrets and who need to know such Trade Secrets in order to
conduct bona fide activities on behalf of the Company.
	 
	 	(b)	 	Without the prior written approval of duly authorized
representatives of the Company or any of its Affiliates, which the Company or
any of its Affiliates may in their discretion withhold, the Executive agrees
that, during the term of this Agreement or at any time thereafter, the
Executive shall keep confidential and shall not directly or indirectly
disclose, reveal, publish, exploit or otherwise make use of the Confidential
Information in any manner whatsoever including, but not limited to,
interviews, articles, accounts, books, plays, movies, and documentaries,
whether non-fiction or fictional.
	 
	 	(c)	 	Security Measures. While in possession or control of
Confidential Information, or any media embodying same, the Executive shall
take reasonable efforts to keep such Confidential Information reasonably
inaccessible from persons not otherwise authorized to view the Confidential
Information.
	 
	 	(d)	 	Forced Disclosure. If the Executive is requested or
required (by oral questions, interrogatories, requests for information or
documents in legal proceedings, subpoena, civil investigative demand or other
similar process) to disclose any of the Confidential Information, the
Executive shall provide an officer of the Company with prompt written notice
of such request or requirement so that the Company may seek a protective







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	 	 	 	order or other appropriate remedy and/or waive compliance with the
provisions of this Agreement.






	 	(e)	 	Ownership. Notwithstanding any other provision of
this Agreement, the Executive hereby acknowledges that the Company owns the
exclusive right, title and interest in and to the Confidential Information and
the intellectual property embodied in, relating to, based upon or arising from
Confidential Information.
	 
	 	(f)	 	Return of Materials. When the Executive’s employment
with the Company ends, the Executive shall return to the Company all content,
in whatever media, owned by the Company, including, without limitation, all
Confidential Information, papers, drawings, notes, memoranda, manuals,
specifications, designs, devices, code, e-mail, documents, diskettes, tapes
and any other material. The Executive shall also return any keys, access
cards, cell phones, computers, identification cards and other property and
equipment belonging to the Company and/or its Affiliates. All data and
information stored on or transmitted using the Company owned or leased
equipment is the property of the Company.






	 	9.7	 	Cooperation. At any time following the effective date of termination
of this Agreement, the Executive shall reasonably cooperate with the Company in any
litigation or administrative proceedings involving any matters with which the
Executive was involved during his employment by the Company. The Company shall
reimburse the Executive for reasonable costs, fees and expenses, if any, incurred in
providing such assistance.






	10.	 	Equitable Relief. The Executive acknowledges that the breach of Section 9 of this
Agreement by the Executive will cause irreparable injury to the Company and/or its Affiliates
which could not be adequately compensated in money damages and shall entitle the Company
and/or its Affiliates to all equitable remedies, including without limitation injunctive
relief, specific performance and restraining orders. Equitable relief shall be in addition to
all other remedies available to the Company.
	 
	11.	 	Acknowledgement.






	 	11.1	 	The Executive certifies that the Executive has fully read and understands the
terms, nature and effect of this Agreement. In executing this Agreement, the
Executive does not rely on any inducements, promises or representations by the Company
or any person other than the terms and conditions of this Agreement.
	 
	 	11.2	 	The Executive warrants and represents that the Executive does not know of any
restriction or agreement to which the Executive is bound which arguably conflicts with
the execution of this Agreement or the employment hereunder.






	12.	 	Controlled Substance and Alcohol Screening. Throughout the term of this Agreement,
the Executive must abide by the Company’s controlled substance and alcohol policy as adopted
from time to time. The Executive acknowledges and agrees that these policies may include
requirements that the Executive submit to testing for controlled substances or alcohol on the
basis of reasonable suspicion in accordance with the Company’s controlled substance or alcohol
policies.







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	 	12.1	 	The Executive agrees that failure to consent or cooperate in testing for
controlled substances or alcohol or positive results from such testing may be the
subject of disciplinary action up to and including termination.
	 
	 	12.2	 	The Executive agrees that testing for controlled substance or alcohol may
include taking and testing of the Executive’s urine, blood or hair.
	 
	 	12.3	 	The Executive shall hold the Company and its Affiliates and each of their
respective officers, directors, employees, agents and shareholders harmless from any
and all claims, demands or liability arising from testing for controlled substances or
alcohol and from any disciplinary action resulting from such proposed or actual
testing.






	13.	 	Intentionally Omitted.
	 
	14.	 	Entire Agreement. This Agreement contains the entire agreement between the Parties
concerning the subject matter hereof and supersedes all prior agreements, understandings,
discussions, negotiations and undertakings, whether written or oral, between the Parties with
respect thereto.
	 
	15.	 	Assignability; Binding Nature. This Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors, heirs and assigns. No rights or
obligations of the Parties may be assigned except that such rights or obligations may be
assigned or transferred pursuant to a merger or consolidation in which the Company is not the
continuing entity, or the sale or liquidation of all or substantially all of the assets of the
Company, provided that the assignee or transferee is the successor to all or substantially all
of the assets of the Company and such assignee or transferee assumes the liabilities,
obligations and duties of the Company, as contained in this Agreement, either contractually or
as a matter of law. The Company may also assign this Agreement to an Affiliate at its sole
discretion.
	 
	16.	 	Amendment. No provision in this Agreement may be amended, changed or modified unless
such amendment, change or modification is agreed to in writing.
	 
	17.	 	Construction. The terms and conditions of this Agreement shall be construed as a
whole according to its fair meaning and not strictly for or against any Party. The Parties
acknowledge that each of them has reviewed this Agreement and has had the opportunity to have
it reviewed by their attorneys and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting Party shall not apply in the
interpretation of this Agreement.
	 
	18.	 	Waiver. Neither the failure nor any delay on the part of any Party to exercise any
right, remedy, power or privilege under this Agreement shall operate as a waiver of that
right, remedy, power or privilege. No provision in this Agreement may be waived unless such
waiver is agreed to in writing.
	 
	19.	 	Partial Invalidity. If any provision or provisions of this Agreement shall be held
to be invalid, illegal, or unenforceable for any reason whatsoever:






13









 












	 	a)	 	The validity, legality, and unenforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and
	 
	 	b)	 	To the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal, or
unenforceable) shall be construed so as to give maximum possible effect to the
intent manifested by the provision held invalid, illegal, or unenforceable.






	20.	 	Notices. All notices, consents, or other communications provided for hereunder,
including without limitation notices of default, termination of this Agreement and readiness
for inspection of portions of the employment, shall be deemed effective (i) on the date when
hand-delivered; (ii) on the date when forwarded by confirmed facsimile transmission; or (iii)
upon receipt of certified mail, return receipt requested and postage prepaid. All notices
shall be addressed to the Parties at their respective addresses set forth below:





	 	 	 
	As to the Company:

	 	Las Vegas Sands Corp.
	 

	 	Attn: Chief Executive Officer
	 

	 	3355 Las Vegas Boulevard South
	 

	 	Las Vegas, NV 89109
	 
	 	 
	With copy to:

	 	Las Vegas Sands Corp.
	 

	 	Attn: Office of the General Counsel
	 

	 	3355 Las Vegas Boulevard South
	 

	 	Las Vegas, NV 89109
	 
	 	 
	As to the Executive:

	 	Kenneth J. Kay
	 

	 	c/o Las Vegas Sands Corp.
	 

	 	3355 Las Vegas Boulevard South
	 

	 	Las Vegas, NV 89109
	 
	 	 
	With copy to:

	 	Kenneth J. Kay
	 

	 	at the last known address in the Company’s records





21. Governing Law. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of Nevada without reference to the principles of conflict of laws, which
could cause the application of the law of any other jurisdiction.



22. JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL
IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTIVE’S
EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.






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	23.	 	Dispute Resolution.






(a) Any controversy or claim arising out of or related to any provision of this Agreement
other than Section 9 shall be settled by final, binding and non-appealable arbitration in
Las Vegas, Nevada. Subject to the following provisions, the arbitration shall be conducted
in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”)
then in effect. The arbitration shall be conducted by a panel of three arbitrators. One
of the arbitrators shall be appointed by the Company, one shall be appointed by the
Executive and the third shall be appointed by the first two arbitrators. If the first two
arbitrators cannot agree on the third arbitrator within thirty (30) days of the appointment
of the second arbitrator, then the third arbitrator shall be selected from a list of seven
arbitrators selected by the AAA, each of whom shall be experienced in the resolution of
disputes under employment agreements for executive officers of major corporations. From
the list of seven arbitrators selected by the AAA, one arbitrator shall be selected by each
Party striking in turn with the Party to strike first being chosen by a coin toss. Any
award entered by the arbitrators shall be final, binding and non-appealable and judgment
may be entered thereon by either Party in accordance with applicable law in any court of
competent jurisdiction. This arbitration provision shall be specifically enforceable. The
arbitrators shall have no authority to modify any provision of this Agreement or to award a
remedy for a dispute involving this Agreement other than a benefit specifically provided
under or by virtue of the Agreement. The Company shall be responsible for all of the fees
of the AAA and the arbitrators (if applicable).




(b) If the Executive prevails on any material issue which is the subject of an arbitration
or litigation, as applicable, the Company shall reimburse one hundred percent (100%) of the
Executive’s reasonable legal fees and expenses. Otherwise, subject to Section 23(a), each
Party shall be responsible for its own expenses relating to the conduct of the arbitration
or litigation, as applicable (including reasonable attorneys’ fees and expenses).




(c) The arbitrators shall render an award and written opinion explaining the award.




(d) The hearing and arbitration proceedings (as well as any resulting judicial proceedings
seeking to enforce or vacate any arbitration award) shall be conducted in a confidential
manner and both the conduct and the results of the arbitration shall be kept confidential
by the Parties. The arbitrators shall be advised of the confidentiality of the proceedings
and any award and decision of the arbitrators shall be written in such a way as to protect
the confidentiality of personal information or information made (or recognized as)
confidential by this Agreement or recognized as confidential by any confidentiality
agreement.




(e) In the event of litigation to secure provisional relief, or to enforce, confirm or
review an arbitration award under this Agreement, any such court action shall be brought
under seal to the extent permitted by the court in order to maintain the confidentiality of
the matter as well as the confidentiality of the arbitration, the decision and award, any
personal information and the confidentiality of any information which any Party is required
to keep confidential pursuant to this Agreement or any other agreement involving the
Parties. Each Party to any such judicial action shall make every effort in any pleadings
filed with the court and in his or its conduct of any court litigation to maintain the
confidentiality of any personal information and any information which any Party is required
to keep confidential pursuant to this Agreement or any other agreement






15









 







involving the Parties. To this end, the court shall, inter alia, be informed of the
confidentiality obligations of this Agreement and shall be requested that any decision,
opinion or order issued by the court be written in such a manner as to protect the
confidentiality of any information which is required to be kept confidential pursuant to
this Agreement or any other agreement involving the Parties.




(f) In the event of a dispute subject to this Section 23, the Parties shall be entitled to
reasonable, but expedited discovery related to the claim that is the subject of the
dispute, subject to the discretion of the arbitrators. Any discovery agreed upon or
authorized by the arbitrators shall be concluded prior to the date set for the hearing. In
the event of a conflict between the applicable rules of the AAA and the procedures set
forth in this Section 23, the provisions of this Section 23 shall govern.




	24.	 	Withholding Taxes. The Company may withhold from any amounts payable under this
Agreement such Federal, state and local taxes as may be required to be withheld pursuant to
any applicable law or regulation.
	 
	25.	 	Headings. The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or construction of
any provision of this Agreement.
	 
	26.	 	Counterparts. This Agreement may be executed in counterparts each of which shall be
deemed an original and all of which shall constitute one and the same agreement with the same
effect as if all Parties and signed the same signature page.
	 
	27.	 	Section 409A. In light of the uncertainty as of the date hereof with respect to the
proper application of Section 409A, the Parties 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, interest or penalties under Section 409A. Notwithstanding the
foregoing, the Executive shall be solely responsible and liable for the satisfaction of all
taxes, interest and penalties that may be imposed on or for the account of the Executive in
connection with this Agreement (including any taxes, interest and penalties under Section
409A), and neither the Company nor any Affiliate shall have any obligation to indemnify or
otherwise hold the Executive (or any beneficiary) harmless from any or all of such taxes,
interest or penalties. For purposes of Section 409A, each of the payments that may be made
under Section 8 are designated as separate payments for purposes of Treasury Regulations
Section 1.409A-1(b)(4)(i)(F), 1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v)(B).





     IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement on the date first
set forth above.



	 	 	 	 	 	 	 	 	 
	LAS VEGAS SANDS CORP.:	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ William P. Weidner
	 	By:
	 	/s/ Kenneth J. Kay	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:	 	William P. Weidner	 	Kenneth J. Kay	 	 
	Title:

	 	President and COO	 	 	 	 	 	 






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