exv10w1






Exhibit 10.1




AMENDMENT

TO

EMPLOYMENT AGREEMENT




     This Amendment to the Employment Agreement (“Amendment”) is entered into by and
between Las Vegas Sands Corp. (the “Company”) and Michael Quartieri (“Executive”)
and is effective October 1, 2009 (“Amendment Effective Date”). This Amendment is entered
into for the purpose of amending and modifying certain of the terms and conditions of that
Employment Agreement effective October 1, 2006, between Company and Executive (the
“Agreement”). Capitalized terms that are used in this Amendment but that are not defined
herein shall have the meanings assigned to those terms in the Agreement.



     In consideration of the mutual promises, conditions, and provisions contained herein, the
Parties agree as follows:


1. Term of Employment. The initial Term of Employment is extended until September 30, 2012.



2. Base Salary. Beginning on July 13, 2009 and throughout the remainder of the term of
employment under the Agreement as extended under this Amendment, Executive is entitled to receive
an annual Base Salary for services rendered under the Agreement of $356,250. The Base Salary is
payable in equal installments every two weeks or otherwise in accordance with the regular Company
payroll. On an annual basis on or about the anniversary date of the Amendment Effective Date,
Executive shall receive a review of the Base Salary at which time the Base Salary may be increased
and such revised salary, if any, shall become the Base Salary for purposes of this Agreement.



3. Duties and Responsibilities. As of the Amendment Effective Date and throughout the
remainder of the initial term of employment under the Agreement, Executive shall be employed as
Vice President Global Controller and Chief Accounting Officer and shall have all the
responsibilities of that position as determined by the Company and as may be assigned pursuant to
Section 2.1 of the Agreement.



4. Performance Bonus. It is Company’s intention to maintain an incentive bonus program by
which qualified employees will be eligible to receive a discretionary incentive bonus based upon
the achievement of individual and company goals and objectives as established from time to time.
During each year throughout the remainder of the initial term of the Agreement, Executive will be
eligible to participate in the Company’s discretionary bonus program targeted at up to forty
percent (40%) of Executive’s Base Salary (“Target”), issued annually when payable. All
bonuses are in the sole, absolute and unfettered and unreviewable discretion of Company.
Executive’s Target is subject to the actual annual achievement of both Executive’s and Company’s
goals and objectives and may be adjusted based upon such results. It is contemplated that, if
Company continues to prosper and if Executive continues to demonstrate professional growth and
development, Executive will be paid an annual bonus. Notwithstanding the foregoing, Executive
shall not have any enforceable right to receive a bonus except for such bonuses as are actually
paid by Company. Upon termination of Executive’s employment for any reason whatsoever, Company
shall have no obligation to pay Executive any bonus or prorated portion of a bonus Executive might
have received had Executive continued to be employed.




 









 







5. Termination by Company Without Cause. In the event that the Company terminates the
Executive’s employment without Cause, without in anyway limiting the prohibition of the restrictive
covenant set forth in the Agreement, in the event the Executive secures a new position with
compensation which is less than the Base Salary, that compensation will be offset against the Base
Salary Continuation and the Company will be required to pay the Base Salary Continuation minus this
offset. During any period of Base Salary Continuation, Executive shall be obligated to timely
notify Company in writing should Executive secure a new position with a different employer



6. Original Agreement.  Except as expressly modified by this Amendment, the terms and
conditions of the Agreement are and shall continue to remain in full force and effect.




     The Parties have duly executed this Amendment below, which becomes effective as of the
Amendment Effective Date.



	 	 	 	 	 	 	 	 	 
	MICHAEL QUARTIERI	 	LAS VEGAS SANDS CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	By:  

	/s/ Michael Quartieri
	 	By:  
	/s/ Kenneth J. Kay	 	 
	 

	 
	 	 	 	 	 
	

	Name: 	Michael Quartieri
	 	
	Name: 	Kenneth J. Kay	 	 
	

	Title: 	Vice President, Global Controller
	 	
	Title: 	Senior Vice President and Chief	 	 
	 

	 	and Chief Accounting Officer
	 	 	 	Financial Officer