Exhibit 10.51


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT among Las Vegas Sands Corp., a Nevada
corporation (“LVSC”), Las Vegas Sands, Inc., a Nevada corporation and
wholly-owned subsidiary of LVSC (“LVSI” and together with LVSC, the “Company”)
and Scott D. Henry (“Executive”) is made as of November 18, 2004 and
shall be effective as of September 13, 2004 (the “Effective Date”).


 


WHEREAS,
the Company desires to employ Executive pursuant to the terms, provisions and
conditions set forth in this employment agreement (the “Agreement”); and


 


WHEREAS,
Executive desires to accept his employment on the terms hereinafter set forth
in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual
covenants, understandings, representations, warranties, undertakings and
promises hereinafter set forth, and intending to be legally bound thereby, the
Company and Executive agree as follows:


 


1.             Employment.  The Company shall employ Executive, during
the “Term” (as defined below) and subject to the conditions set forth in this
Agreement, to serve as Chief Financial Officer of the Company or in such other
managerial or executive capacity as the Board of Directors of LVSC (the “Board”)
may from time to time determine.


 


2.             Duties.
Executive shall have such powers, duties and responsibilities as are generally
associated with his office, as the same may be modified and/or assigned to
Executive from time to time by the Chief Executive Officer of the Company (the
“CEO”), and subject to the supervision, direction and control of the CEO
and the Board, including but not limited to:


 


(a)           participation and
involvement in the proposed development activities of the Company, including
the planning, financing, construction and implementation stages, as shall be
requested by the CEO and the Board;


 


(b)           the
efficient operation and maintenance of the hotel and casino properties of the
Company;


 


(c)           the
promotion, marketing and sale of the goods and services offered by the Company;


 


(d)           the
preparation of budgets and allocation of funds;


 


(e)           the
establishment or continuation of adequate management reporting and control
systems;


 






















 


(f)            the
recruitment, selection, training, delegation of duties and responsibilities,
and supervision of subordinates; and


 


(g)           the
direction, review and oversight of all programs, systems, departments and
functions related to the management and administration of the Company.


 


3.             Performance.
Executive hereby accepts the employment described herein under the terms and
conditions set forth in this Agreement. 
Executive covenants and agrees faithfully and diligently to perform all
of the duties of his employment, devoting his full business and professional
time, attention, energy and ability to promote the business interests of the
Company. Executive further agrees that during the period of his employment with
the Company, he will not engage in any other business or professional pursuit
whatsoever unless the Board shall consent thereto in writing; provided,
however, that the foregoing shall not preclude 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 Executive’s duties under this Agreement.


 


4.             Term.
The initial term of Executive’s employment hereunder shall commence as of the
Effective Date and shall expire on the day prior to the third anniversary of
the Effective Date (the “Initial Term”), unless sooner terminated as
provided herein.  The term of
Executive’s employment shall thereafter be automatically extended for
successive one-year periods (each such period, a “Renewal Term”) unless,
no later than one hundred and twenty (120) days prior to the expiration of the
Initial Term or any Renewal Term, one party shall give written notice to the
other of his or its intention not to extend, in which event this Agreement, and
Executive’s employment hereunder, shall terminate at the end of the Initial
Term or Renewal Term, as applicable (the Initial Term plus any Renewal Term
shall collectively be referred to as the “Term”).


 


5.             Licensing
Requirement. Executive has filed an application to obtain a finding of
suitability as an officer (Chief Financial 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. 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.


 


6.             Compensation
and Benefits. As more fully provided in this Section 6, Executive
shall be entitled to receive salary, benefits and other payments of regular
compensation.  In addition, Executive
shall be eligible to participate in LVSI’s Executive Cash Incentive Plan (the “Executive
Cash Incentive Plan”) and LVSC’s 2004 Equity Award Plan (the “2004
Equity Award Plan”), each to be established following the date hereof and
prior to the first initial public offering of the “Shares” (as defined below)


 


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on a
nationally recognized stock exchange (the “IPO”), and each to be
administered by the Compensation Committee of the Board (the “Committee”).


 


(a)           Base
Salary. During the Term, Executive shall receive a base salary of no less
than $500,000 per year, payable in accordance with the usual payroll practices
of the Company (the “Base Salary”).


 


(b)           Base
Bonus.


 


(i)            Subject
to Section 6(e), during the Term, Executive shall be eligible to receive an
annual cash bonus (the “Base Bonus”) under the Executive Cash Incentive
Plan in respect of each fiscal year of the Company (a “Fiscal Year”
which, as of the date hereof, is the period January 1 through December 31)
commencing after December 31, 2004 and ending during the Term.


 


(ii)           The
annual Base Bonus shall be earned and payable quarterly based on the attainment
of EBITDAR-based targets determined in the sole discretion of the Committee for
each such quarter following consultation with senior management.  If Executive fails to achieve the
EBITDAR-based targets for one or more fiscal quarters in a Fiscal Year, he
shall be eligible to earn the missed quarterly Base Bonus payment on account of
achieving additional targets in later quarters of the same Fiscal Year or
targets in respect of the entire Fiscal Year, in each case as established by
the Committee in its sole discretion following consultation with senior
management.


 


(iii)          The
target annual Base Bonus for the 2005 Fiscal Year shall be $0.


 


(iv)          Commencing
with the 2006 Fiscal Year and for each Fiscal Year of the Term during which
Executive is employed thereafter, the target annual Base Bonus shall increase
automatically by at least four percent (4%) of the sum of (x) Executive’s Base
Salary for the immediately preceding Fiscal Year plus (y) the Base Bonus paid
to Executive with respect to the immediately preceding Fiscal Year.  In addition, commencing with the 2006 Fiscal
Year, if the Company sustains for at least six (6) months annualized EBITDAR
levels at the threshold levels described below, the target annual Base Bonus
shall be cumulatively increased by at least the corresponding amount described
in the following table:


 


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  Annualized EBITDAR

  	
   

  	
  Target
  Base Bonus

  Cumulatively Increased By:

  	
   

  
	
  $

  	
  600,000,000

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  $

  	
  700,000,000

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  $

  	
  800,000,000

  	
   

  	
  $

  	
  150,000

  	
   

  
	
  $

  	
  900,000,000

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  $

  	
  1,000,000,000

  	
   

  	
  $

  	
  250,000

  	
   

  



 


(c)           Annual
Supplemental Bonus.


 


(i)            In
addition to the Base Bonus, commencing with the 2005 Fiscal Year, Executive
shall be eligible to receive an additional annual cash bonus (the “Annual
Supplemental Bonus”) under the Executive Cash Incentive Plan equal to a
percentage of the sum of (x) Executive’s Base Salary for the Fiscal Year
plus (y) the Base Bonus paid to Executive for such Fiscal Year, subject to
the achievement of annual targets primarily based on EBITDAR to be established
in the sole discretion of the Committee following consultation with senior
management (the “Target”).  In
the event that eighty percent (80%) of the Target is not achieved in respect of
a Fiscal Year, the Annual Supplement Bonus percentage for such Fiscal Year
shall be zero percent (0%).  In the
event that one hundred and ten percent (110%) of the Target is achieved in
respect of a Fiscal Year, the Annual Supplemental Bonus for that Fiscal Year
shall be calculated using the maximum Annual Supplemental Bonus
percentage.  The Annual Supplemental
Bonus shall be calculated using straight line interpolation for performance
between eighty percent (80%) of Target and one hundred percent (100%) of
Target.


 


(ii)           The
target Annual Supplemental Bonus percentage shall be sixty percent (60%) and
the maximum Annual Supplemental Bonus percentage shall be one hundred and
twenty percent (120%).  Notwithstanding
the foregoing, commencing with the 2006 Fiscal Year and for each Fiscal Year of
the Term during which Executive is employed thereafter, if the Company sustains
for at least six (6) months annualized EBITDAR levels at the threshold levels described
below, the target Annual Supplemental Bonus percentage and the maximum Annual
Supplemental Bonus


 


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percentage shall at least
equal the corresponding percentages described in the following table:


 


	
  Annualized

  EBITDAR

  	
   

  	
  Target
  Annual

  Supplemental

  Bonus Percentage

  	
   

  	
  Maximum
  Annual

  Supplemental

  Bonus Percentage

  	
   

  
	
  $

  	
  600,000,000

  	
   

  	
  65

  	
  %

  	
  130

  	
  %

  
	
  $

  	
  900,000,000

  	
   

  	
  70

  	
  %

  	
  140

  	
  %

  



 


(iii)          Notwithstanding
any of the foregoing to the contrary, the Committee shall determine, in its
sole discretion, the bonus, if any, payable to Executive for the 2004 Fiscal
Year.


 


(d)           Equity
Awards.


 


(i)            Subject
to Section 6(e), in the 2005 Fiscal Year, and in each Fiscal Year during the
Term thereafter while Executive is employed by the Company, Executive shall be
granted an equity award under the 2004 Equity Award Plan (each such award, an “Incentive
Award”).  One half of each Incentive
Award (the “Share Incentive Award”) shall be granted as restricted
shares of the Company’s common stock, $0.001 par value per share (“Shares”)
during the first quarter of the Fiscal Year following the Fiscal Year to which
the award relates (but in no event later than March 15 of such Fiscal Year)
upon certification by the Committee of, and subject to, the attainment of
performance goals determined by the Committee for such Fiscal Year, which
performance goals shall be substantially similar to those goals used to
determine the Annual Supplemental Bonus (for example, the Incentive Award for
the 2005 Fiscal Year would be made in the first quarter of the 2006 Fiscal Year
if the Performance Goals for the 2005 Fiscal Year are attained).  The other half of each Incentive Award (the
“Option Incentive Award”) shall be granted, in the form of a
nonqualified stock option to purchase Shares at a per Share exercise price
equal to the fair market value of a Share on the date of grant, (i) in the case
of the Option Incentive Award for the 2005 Fiscal Year, upon the effective date
of the IPO and (ii) in the case of the Option Incentive Award for each
subsequent Fiscal Year during the Term, 
immediately following the first meeting of the Board during the Fiscal
Year to which such Option Incentive Award relates (but in no event later than
March 15 of such Fiscal Year).


 


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(ii)           The
value of the Incentive Award for the 2005 Fiscal Year shall be that number of
restricted Shares and options having a value of $500,000; provided, however,
that if the Effective Date occurs later than January 1, 2005 the value of such
Incentive Award may be pro-rated to the extent that the Committee determines
such pro-ration is appropriate.


 


(iii)          Commencing
with the 2006 Fiscal Year and for each Fiscal Year of the Term during which
Executive is employed thereafter, if during the immediately preceding Fiscal
Year the Company sustains for at least six (6) months annualized EBITDAR levels
at the threshold levels described below, the target value of the Incentive
Award for the subsequent Fiscal Year shall at least equal the corresponding
amount described in the following table:


 


	
  Annualized EBITDAR

  	
   

  	
  Target
  Incentive Award

  	
   

  
	
  $

  	
  600,000,000

  	
   

  	
  $

  	
  600,000

  	
   

  
	
  $

  	
  700,000,000

  	
   

  	
  $

  	
  660,000

  	
   

  
	
  $

  	
  800,000,000

  	
   

  	
  $

  	
  720,000

  	
   

  
	
  $

  	
  900,000,000

  	
   

  	
  $

  	
  780,000

  	
   

  
	
  $

  	
  1,000,000,000

  	
   

  	
  $

  	
  840,000

  	
   

  



 


(iv)          The
value of any Option Incentive Award shall be measured by determining the grant
date Black-Scholes value of such Award; which value shall be determined by a
nationally recognized compensation consultant selected by the Committee in
consultation with senior management using the valuation methodology followed
for other senior executives of the Company. The value of any Share Incentive
Award shall be the aggregate grant date Fair Market Value (as defined in the
2004 Equity Award Plan) of the Shares subject to such Award.


 


(v)           Each
Option Incentive Award shall vest with respect to twenty-five percent (25%) of
the options subject thereto, on each of the first through fourth anniversaries
of the first day of the Fiscal Year in which such Incentive Award is granted.  Each Share Incentive Award shall vest with
respect to thirty-three and one-third percent (33 1/3 %)
of the restricted Shares subject thereto (and the restrictions on such Shares
shall lapse), on each of the first through third anniversaries of the first day
of the Fiscal Year in


 


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which such Share
Incentive Award is granted.  Each Option
Incentive Award and Share Incentive Award shall have such termination,
forfeiture and other terms as are applicable to stock option or restricted
stock awards granted to other senior executives of the Company, as set forth in
the 2004 Equity Award Plan and the applicable award agreement.


 


(vi)          If
a termination of this Agreement and Executive’s employment hereunder occurs on
or after the last day of a Fiscal Year, but prior to the date on which the
Share Incentive Award with respect to such Fiscal Year would have been granted
to Executive had his employment not terminated (the “Award Date”), then,
if the Committee certifies that the performance goals for such Fiscal Year have
been attained, the Executive shall be granted on the Award Date that number of
fully vested Shares equal to the product of (A) the Share Incentive Award
Executive would have received had his employment not terminated multiplied by
(B) the applicable percentage set forth in the following table:


 


	
  Termination Event

  	
   

  	
  Percentage

  	
   

  
	
  By the Company
  without Cause,

  By Executive for Good Reason

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Due to Death or
  Disability

  	
   

  	
  33 1/3
  

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  By the Company
  for Cause,

  Voluntary Termination

  	
   

  	
  0

  	
  %

  



 


(e)           Notwithstanding
any provision of Sections 6(b), (c) and (d) to the contrary, no Base Bonus or
Annual Supplemental Bonus shall be paid, and no Incentive Award shall be
granted on or after the earlier of (A) the date of the first meeting of
shareholders of the Company at which directors are to be elected that occurs
after the close of the third calendar year following the calendar year in which
the IPO occurs or (B) such earlier date on which any such Bonus or Incentive
Award would cease to be exempt from the deduction limitations of Section 162(m)
of the Internal Revenue Code of 1986, as amended (the “Code”) (such
date, the “162(m) Effective Date”), unless Sections 6(b), (c) and (d)
have been approved prior to such date by a committee consisting of at least two
(2) “outside directors” within the meaning of Section 162(m) of the Code.


 


(f)            Employee
Benefit Plans. During the Term, Executive shall be entitled to participate
in any fringe group health, medical, dental, hospitalization, life, accident
insurance or other welfare plans, and any


 


7






















 


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, 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.


 


(g)           Expense
Reimbursement. Executive is authorized to incur such reasonable expenses as
may be necessary for the performance of his duties hereunder in accordance with
the policies of the Company established and in effect from time to time and,
except as may be otherwise agreed, the Company will reimburse Executive for all
such authorized expenses upon submission of an itemized accounting and
substantiation of such expenditures adequate to secure for the Company a tax
deduction for the same, in accordance with applicable Internal Revenue Service
guidelines.


 


(h)           Vacations
and Holidays. Executive shall be entitled to vacations and holidays as
provided in the Company’s Flex Day Plan 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 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).


 


7.             Confidentiality.
Executive agrees that he will hold in strictest confidence and, without the
prior express written approval of the Board, will not disclose to any person,
firm, corporation or other entity, any confidential information which he has
acquired or may hereafter acquire during his employment by the Company
pertaining to the business or affairs of the Company or any of its subsidiaries
or affiliates, including but not limited to (i) proprietary information or
other documents concerning the Company’s or its subsidiaries’ or affiliates’
policies, prices, systems, methods of operation, contractual arrangements,
customers or suppliers; (ii) the Company’s or its subsidiaries’ or affiliates’
marketing methods, credit and collection techniques and files; or
(iii) the Company’s or its subsidiaries’ or affiliates’ trade secrets and
other “know how” or information concerning its business and affairs not of a
public nature. The covenant and agreement set forth in this Section shall apply
during Executive’s employment by the Company and shall survive termination of
this Agreement, and Executive’s employment hereunder, for any reason and shall
remain binding upon Executive without regard to the passage of time or other
events.


 


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8.             Restrictive
Covenant.  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 (i) in the case of a termination of Executive’s employment
with the Company for any reason other than due to a Non-Renewal Termination or
a Voluntary Termination resulting from Executive giving a notice of intention
not to extend the Term pursuant to Section 4 hereof or (ii) in the case of a
termination of Executive’s employment with the Company due to a Non-Renewal
Termination or a Voluntary Termination resulting from Executive giving a notice
of intention not to extend the Term pursuant to Section 4 hereof, solely in the
event that the Company provides Executive with a written notice by no later
than the date of such termination that it has elected to continue to pay to
Executive the Base Salary Executive would have received if he remained employed
for the (12) months following the date of such Non-Renewal Termination, for a
period of one (1) year from the date of such termination, Executive shall not
directly or indirectly, either as principal, agent, employee, consultant,
partner, officer, director, shareholder, or in any other individual or
representative capacity, own, manage, finance, operate, control or otherwise
engage or participate in any manner or fashion in, any hotel or casino 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 (III) 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 Executive’s termination.


 


(b)           In
addition to, and not in limitation of, the provisions of Section 8(a),
Executive agrees, for the benefit of the Company and its affiliates, that
during the Term and for the period commencing on the date of Executive’s
termination and ending on the second anniversary of such date of termination,  Executive shall not, directly or
indirectly, either as principal, agent, employee, consultant, partner, officer,
director, shareholder, or in any other individual or representative capacity,
on behalf of 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 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 Executive’s employment
with the Company was, an employee, agent of or consultant to the Company or any
of its affiliates.


 


(c)           Executive
understands that the provisions of this Section 8 may limit his ability to earn
a livelihood in a business similar to the


 


9






















 


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, (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 Executive, and
(v) the consideration provided hereunder is sufficient to compensate
Executive for the restrictions contained in this Section 8.  In consideration of the foregoing and in
light of Executive’s education, skills and abilities, Executive agrees that he
shall not assert that, and it should not be considered that, any provisions of
Section 8 otherwise are void, voidable or unenforceable or should be
voided or held unenforceable.


 


(d)           It
is expressly understood and agreed that although Executive and the Company
consider the restrictions contained in this Section 8 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 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.


 


(e)           In
the event that Executive violates any of the restrictive covenants set forth in
Sections 8(a) or 8(b), 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 and other unvested equity awards
granted to Executive shall be automatically forfeited effective as of the date
on which such violation first occurs.


 


9.             Disability.  If, during his employment with the Company,
Executive shall, in the opinion of an independent physician selected by
agreement between the Board and 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 (in either case, a “Disability”),
then the Company shall have the right to terminate Executive’s employment
hereunder in accordance with the provisions of Sections 10(a)(ii) and
10(d)(ii).


 


10






















 


10.           Termination
Events.


 


(a)           In
General.  Notwithstanding the
provisions of Section 4 of this Agreement, this Agreement and Executive’s
employment hereunder shall terminate upon the occurrence of any of the
following events:


 


(i)            Executive’s
death;


 


(ii)           the
giving of written notice of termination by the Company based upon Executive’s
Disability;


 


(iii)          the
giving of written notice to Executive by the Company that he is discharged for
“Cause” (as hereinafter defined);


 


(iv)          the
giving of written notice by Executive to the Company that “Good Reason” (as
hereinafter defined) has occurred and that he has elected to resign, in which
event termination shall occur thirty (30) days after delivery of such notice
unless such act or omission that gave rise to Good Reason has been cured by the
Company prior to the expiration of such thirty (30) day period;


 


(v)           the
giving of sixty (60) days written notice to Executive by the Company that the
Company has chosen to terminate Executive’s employment without Cause;


 


(vi)          (A)
the giving of written notice by Executive that Executive has chosen to
terminate his employment with the Company without Good Reason, in which case
his employment shall terminate sixty (60) days after receipt of such notice by
the Company or (B) the giving by Executive of a notice of intention not to
extend the Term pursuant to Section 4 hereof, in which case his employment
shall terminate at the end of the then current Initial or Renewal Term, as
applicable (in either case, a “Voluntary Termination”); or


 


(vii)         if
a notice of intention not to extend the Term is sent by the Company pursuant to
Section 4 hereof, upon the discharge of Executive at the end of the then
current Initial or Renewal Term, as applicable (a “Non-Renewal Termination”).


 


(b)           “Cause,”
as used in Section 10(a)(iii) above, shall mean:


 


(i)            (A)
conviction of a felony, misappropriation of any material funds or material
property of the Company, its subsidiaries or affiliates, (B) commission of
fraud or embezzlement with respect to the Company, its subsidiaries or


 


11






















 


affiliates or (C) any
material act of dishonesty relating to Executive’s employment by the Company
resulting in direct or indirect personal gain or enrichment at the expense of
the Company, its subsidiaries or affiliates;


 


(ii)           use
of alcohol or drugs that renders Executive materially unable to perform the
functions of his job or carry out his duties to the Company;


 


(iii)          a
material breach of this Agreement by Executive;


 


(iv)          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, its subsidiaries or affiliates; or


 


(v)           the
withdrawal with prejudice, denial, revocation or suspension of the License by
the Nevada Gaming Authorities;


 


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


 


(c)           “Good
Reason,” as used in Section 10(a)(iv) above, shall mean:


 


(i)            the
failure of the Company to maintain Executive as an executive officer of the
Company;


 


(ii)           a
reduction in Executive’s Base Salary;


 


(iii)          except
as provided in Section 6(e), a reduction in Executive’s target Base Bonus,
target Annual Supplemental Bonus or target Incentive Award opportunity;


 


(iv)          a
failure by the Company to obtain the approvals described in Section 6(e) prior
to the 162(m) Effective Date;


 


(v)           a
material change in the duties and responsibilities of office that would cause
Executive’s position to have less dignity, importance or scope than intended at
the Effective Date and 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
Executive’s duties and responsibilities of office are not materially changed as
they relate solely to the Company; or


 


12






















 


(vi)          a
material breach of this Agreement by the Company.


 


(d)           Consequences.  Termination pursuant to this Section shall
have the following consequences:


 


(i)            Death.  In the case of a termination of this
Agreement and Executive’s employment hereunder due to Executive’s death,
Executive’s estate, as the case may be, shall be entitled to receive
(A) all accrued and unpaid Base Salary and bonus(es) through the date of
termination; (B) continued payment of the Base Salary and Base Bonus
Executive would have received had he remained employed for the twelve (12)
months following the date of termination; (C) a pro rata bonus for the year
of termination, payable when annual bonuses would normally be paid to other
executive officers of the Company, in an amount equal to the product of
(x) the Annual Supplemental Bonus Executive would have earned had
Executive remained employed with the Company for the entire Fiscal Year in
which the termination of Executive’s employment occurs, multiplied by
(y) a fraction, the numerator of which is the number of days in the Fiscal
Year prior to the date of termination and the denominator of which is 365 (the
“Pro Rated Bonus”); and (D) accelerated vesting of all equity
awards (including Incentive Awards) such that the portion of each such award
that would have vested during the twelve (12) month period following the date
of termination had Executive remained employed during such period shall be
immediately vested as of the date of termination.


 


(ii)           Disability.  In the case of a termination of this
Agreement and Executive’s employment hereunder by the Company due to
Disability, Executive shall be entitled to receive (A) all accrued and
unpaid Base Salary and bonus(es) through the date of termination;
(B) continued payment of the Base Salary and Base Bonus Executive would
have received had he remained employed for the twelve (12) months following the
date of termination, less any short term disability insurance proceeds received
by Executive during such twelve (12) month period; (C) a Pro Rated Bonus;
and (D) accelerated vesting of all equity awards (including Incentive
Awards) such that the portion of each such award that would have vested during
the twelve (12) month period following the date of termination had Executive
remained employed during such period shall be immediately vested as of the date
of termination.


 


(iii)          Non-Renewal
Termination.  In the case of a
termination of this Agreement and Executive’s employment


 


13






















 


hereunder due to a Non-Renewal
Termination, Executive shall be entitled to receive (A) all accrued and
unpaid Base Salary and bonus(es) through the date of termination and
(B) continued vesting of all equity awards (including Incentive Awards) in
accordance with their terms so that all such awards continue to vest and
restrictions on any restricted Shares continue to lapse at the same rate as if
Executive had remained employed by the Company.


 


(iv)          For
Cause; Voluntary Termination.  In
the case of a termination of this Agreement and Executive’s employment
hereunder by the Company for Cause or due to a Voluntary Termination, Base
Salary and benefits, including the vesting of any equity awards, payable to
Executive shall immediately cease, subject to any requirements of law.


 


(v)           Without
Cause; For Good Reason (No Change in Control).  In the case of a termination of this Agreement and Executive’s
employment with the Company by Executive for Good Reason or by the Company
without Cause, in each case at any time other than within the two (2) year
period following a “Change in Control” (as that term shall be defined in the
2004 Equity Award Plan), then Executive shall be entitled to receive
(A) all accrued and unpaid Base Salary and bonus(es) through the date of
termination; (B) continued payment of the Base Salary and Base Bonus
Executive would have received had he remained employed through the remainder of
the Term, unless and until Executive shall become employed elsewhere in which
event the Company shall pay only the excess, if any, of the Base Salary and
Base Bonus over fifty percent (50%) of the salary and bonus compensation earned
by Executive in such employment; (C) the Pro Rated Bonus;
(D) accelerated vesting of all equity awards (including Incentive Awards)
so that all such awards are fully vested as of the date of termination; and
(E) continued participation in the health and welfare benefit plans of the
Company during the remainder of the Initial Term or the Renewal Term, as
applicable; provided, that the Company’s obligation to provide such
benefits shall cease at the time Executive and his covered dependents become
eligible for comparable benefits from another employer that do not exclude any
pre-existing condition of Executive or any covered dependent that was not
excluded under the Company’s health and welfare plans immediately prior to the
date of termination.


 


(vi)          Without
Cause; For Good Reason (Change in Control).  In the case of a termination of this Agreement and Executive’s
employment with the Company by Executive for Good Reason or by the Company
without Cause, in each case within the


 


14






















 


two (2) year period
following a Change in Control, then Executive shall be entitled to receive
promptly following the date of such termination, (A) all accrued and
unpaid Base Salary and bonus(es) through the date of termination; (B) a
lump sum payment of two (2) times the sum of (I) the Base Salary,
(II) the target Base Bonus for the year of termination and (III) the
target Annual Supplemental Bonus for the year of termination; (C) a pro
rata annual bonus for the year of termination in an amount equal to the product
of (x) the sum of Executive’s target Base Bonus and target Annual
Supplemental Bonus, in each case for the Fiscal Year in which the termination
of Executive’s employment occurs, multiplied by (y) a fraction, the
numerator of which is the number of days in the Fiscal Year prior to the date
of termination and the denominator or which is 365; (D) accelerated
vesting of all equity awards (including Incentive Awards) so that all such
awards are fully vested as of the date of termination; and (E) continued
participation in the health and welfare benefit plans of the Company and
employer contributions to non-qualified retirement plans and deferred
compensation plans, if any, for two years following the date of termination; provided,
that the Company’s obligation to provide such benefits shall cease at the time
Executive and his covered dependents become eligible for comparable benefits
from another employer that do not exclude any pre-existing condition of
Executive or any covered dependent that was not excluded under the Company’s
health and welfare plans immediately prior to the date of termination.


 


(vii)         Health
and Welfare Benefit Equivalents.  To
the extent that the health and welfare benefits provided for in
Sections 10(d)(iii) and (iv) 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
Executive under COBRA), the Company shall pay to Executive such amount as is
necessary to provide Executive, after tax, with an amount equal to the cost of
acquiring, for 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 Executive and his spouse and dependents as a result
of Executive’s termination.


 


(e)           Taxes.  Notwithstanding any other provision of this
Agreement to the contrary, if payments made pursuant to this Section 10 are
considered “parachute payments” under Section 280G of the Code, then such
parachute payments plus any other payments made by the Company to Executive
which are considered parachute payments shall be limited to the greatest amount
which may be paid to the Executive under Section 280G of the Code without
causing any loss of deduction to the


 


15






















 


Company under such
section, but only if, by reason of such reduction, the net after tax benefit to
Executive shall exceed the net after tax benefit if such reduction were not
made.  “Net after tax benefit”
for purposes of this Agreement shall mean the sum of (i) the total amounts payable
to the Executive under Section 10, plus (ii) all other payments and benefits
which the Executive receives or then is entitled to receive from the Company
that would constitute a “parachute payment” within the meaning of Section 280G
of the Code, less (iii) the amount of federal and state income taxes payable
with respect to the foregoing calculated at the maximum marginal income tax
rate for each year in which the foregoing shall be paid to Executive (based
upon the rate in effect for such year as set forth in the Code at the time of
termination of Executive’s employment), less (iv) the amount of excise taxes
imposed with respect to the payments and benefits described in (i) and (ii)
above by Section 4999 of the Code.


 


(f)            Release.  Notwithstanding any other provision of this
Agreement to the contrary, Executive acknowledges and agrees that any and all
payments to which Executive is entitled under this Section 10 are
conditional upon and subject to Executive’s execution of the 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 Executive may
have against the Company and its directors, officers and affiliates, except as
to matters covered by provisions of this Agreement that expressly survive the
termination of this Agreement.


 


11.           Assignment
and Assumption.


 


(a)           This
Agreement is personal to Executive and shall not be assignable by Executive
otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of
and be enforceable by Executive’s legal representatives.  This Agreement shall inure to the benefit of
and be binding upon the Company and its successors.


 


(b)           The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.  As used in this Agreement, “Company”
shall mean the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.


 


12.           Approval
of Agreement. Executive and the Company acknowledge that the terms of this
Agreement are subject to the approval of the Nevada Gaming


 


16






















 


Authorities
and each agrees to make reasonable modifications in this Agreement, if
necessary, to secure such approval. If this Agreement shall be disapproved by
the Nevada Gaming Authorities and reasonable modifications shall be
insufficient to obtain such approval, then this Agreement shall terminate and
neither party shall have any further responsibility to the other hereunder.


 


13.           Miscellaneous.


 


(a)           Notices.
All notices and other communications required or permitted hereunder shall be
in writing and shall be deemed to have been duly given if sent via a national
overnight courier service or by certified mail, return receipt requested,
postage prepaid, addressed to the parties as follows:


 


  If to Executive, to:


 


Scott D. Henry

c/o Las Vegas Sands, Inc.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109


 


If to the Company, to:


 


Las Vegas Sands, Inc.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attn: General Counsel


 


With a copy to:


 


Charles D. Forman

Director, Member of the Compensation Committee

300 First Avenue

Needham, Massachusetts 02494


 


or to such other address
as any party shall request of the others by giving notice in accordance with
this Section.


 


(b)           Integration.  This Agreement is the result of substantial
negotiations between the parties, represents the complete agreement of the
parties with respect to the subject matter hereof, and supersedes all prior
agreements and understandings.


 


(c)           Severability.  If any provision of this Agreement shall be
declared void or unenforceable by any judicial or administrative authority, the
validity of any other provision and of the entire Agreement shall not be
affected thereby.


 


17






















 


(d)           Waiver
of Provisions. The failure of either party to insist upon a strict
performance of any of the terms or provisions of this Agreement or to exercise
any option, right, or remedy herein contained, shall not be construed as a
waiver or as a relinquishment for the future of such term, provision, option,
right, or remedy, but the same shall continue and remain in full force and
effect. No waiver by either party of any term or provision hereof shall be
deemed to have been made unless expressed in writing and signed by such party.


 


(e)           Amendments.
This Agreement may not be amended, changed or modified except by a written
document signed by each of the parties hereto.


 


(f)            Entire
Agreement.    This Agreement
constitutes the entire agreement between the parties as of the Effective Date
and supersedes all previous agreements and understandings between the parties
with respect to the subject matter hereof, including the Prior Employment
Agreement.


 


(g)           Successors
and Assigns. All provisions of this Agreement shall be binding upon, inure
to the benefit of, and be enforceable by and against the parties hereto, and
their respective heirs, personal representatives, successors and permitted
assigns.


 


(h)           Governing
Law. This Agreement 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.  Any action to enforce
this agreement must be brought in a court situated in, and the parties hereby
consent to the jurisdiction of, courts situated in Clark County, Nevada.  Each party hereby waives the rights to claim
that any such court is an inconvenient forum for the resolution of any such
action.


 


(i)            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 EXECUTIVE’S EMPLOYMENT WITH THE
COMPANY IS LITIGATED OR HEARD IN ANY COURT.


 


(j)            Dispute
Resolution.


 


(i)            Executive
acknowledges and agrees that the Company’s remedies at law for a breach or
threatened breach of any of the provisions of Sections 7 or 8 herein would be
inadequate and, in recognition of this fact, Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies


 


18






















 


at law, the Company,
without posting any bond, shall be entitled to obtain equitable relief in the
form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be
available.  In addition, and without
limiting Section 8(f) hereof, the Company shall be entitled to immediately
cease paying any amounts remaining due or providing any benefits (including the
vesting of equity) to Executive pursuant to Section 10 if Executive has
violated any provision of Section 7 or 8. 
Any controversy or claim arising out of or relating to Sections 7 or 8
of this Agreement (or the breach thereof) shall be settled by a state or
federal court located in Las Vegas, Nevada.


 


(ii)           Any
controversy or claim arising out of or related to any provision of this
Agreement other than Sections 7 or 8 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 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).


 


(iii)          If
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 Executive’s reasonable legal fees and expenses. Otherwise, subject to
Section 13(k)(ii), each party shall be responsible for its own


 


19






















 


expenses relating to the
conduct of the arbitration or litigation, as applicable (including reasonable
attorneys’ fees and expenses).


 


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


 


(v)           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.


 


(vi)          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 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.


 


(vii)         In
the event of a dispute subject to this Section 13(k), 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 13(k),
the provisions of this Section 13(k) shall govern.


 


20






















 


(k)           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.


 


(l)            Continuation
of Employment.  Unless the parties
otherwise agree in writing, continuation of Executive’s employment with the
Company beyond the expiration of the Term shall be deemed an employment at will
and shall not be deemed to extend any of the provisions of this Agreement, and
Executive’s employment may thereafter be terminated “at will” by Executive or
the Company.


 


(m)          No
Waiver.  The failure of a party to
insist upon strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver of such party’s rights or deprive such party
of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.


 


(n)           No
Mitigation.  Except as expressly
provided in Sections 10(d)(v) and (vi), Executive shall not be required to
mitigate the value of any payments or benefits contemplated by this Agreement,
nor shall any such benefits be reduced from any earnings or benefits that
Executive may receive from any other source.


 


(o)           Headings.
Section headings in this Agreement are included for convenience of reference
only and are not intended to define, limit or describe the scope or intent of
any provision of this Agreement.


 


(p)           Counterparts.
This Agreement may be executed in two counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 


(q)           Survival.
Sections 7 and 8 shall survive and continue in full force and effect in
accordance with their terms notwithstanding the termination of this Agreement
and Executive’s employment for any reason.


 


21






















 


IN
WITNESS WHEREOF, the parties have executed and delivered this
Agreement 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-Chairman
  of Compensation Committee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAS VEGAS SANDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Charles D. Forman

  	
   

  
	
   

  	
  By: Charles D. Forman

  
	
   

  	
  Its:  Director-Chairman of Compensation
  Committee

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/ Scott D. Henry

  	
   

  
	
   

  	
       Scott D.
  Henry

  



 






















 


EXHIBIT
A


 


GENERAL RELEASE


AND
COVENANT NOT TO SUE


 


TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW
that:


 


Scott D. Henry (“Executive”),
on Executive’s own behalf and on behalf of Executive’s descendants, dependents,
heirs, executors and administrators and permitted assigns, past and present, in
consideration for the amounts payable and benefits to be provided to Executive
under that Employment Agreement dated as of November 18, 2004 (the “Employment
Agreement”) by and among Executive, Las Vegas Sands Corp. (“LVSC”),
a Nevada corporation, and Las Vegas Sands, Inc., a Nevada corporation and
wholly-owned subsidiary of LVSC (“LVSI” and together with LVSC, the “Company”)
does hereby covenant not to sue or pursue any litigation against, and waives,
releases and discharges the Company, its assigns, affiliates, subsidiaries,
parents, predecessors and successors, and the past and present shareholders,
employees, officers, directors, representatives and agents of any of them
(collectively, the “Company Group”), from any and all claims, demands,
rights, judgments, defenses, actions, charges or causes of action whatsoever,
of any and every kind and description, whether known or unknown, accrued or not
accrued, that Executive ever had, now has or shall or may have or assert as of
the date of this Release and Covenant Not to Sue against the Company Group
relating to his employment with the Company or the termination thereof or his
service as an officer or director of any subsidiary or affiliate of the Company
or the termination of such service, including, without limiting the generality
of the foregoing, any claims, demands, rights, judgments, defenses, actions,
charges or causes of action related to employment or termination of employment
or that arise out of or relate in any way to the Age Discrimination in
Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on
the basis of age), the National Labor Relations Act, the Civil Rights Act of
1991, the Americans With Disabilities Act of 1990, Title VII of the Civil
Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the
Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended,
and other Federal, state and local laws relating to discrimination on the basis
of age, sex or other protected class, all claims under Federal, state or local
laws for express or implied breach of contract, wrongful discharge, defamation,
intentional infliction of emotional distress, and any related claims for
attorneys’ fees and costs; provided, however, that nothing herein
shall release the Company from any of its obligations to Executive under the
Employment Agreement (including, without limitation, its obligation to pay the
amounts and provide the benefits upon which this Release and Covenant Not to
Sue is conditioned) or any rights Executive may have to indemnification under
any charter or by-laws (or similar documents) of any member of the Company
Group or any insurance coverage under any directors and officers insurance or
similar policies.


 


Executive further agrees
that this Release and Covenant Not to Sue may be pleaded as a full defense to
any action, suit or other proceeding covered by the terms hereof that is or may
be initiated, prosecuted or maintained by Executive or


 


23






















 


Executive’s heirs
or assigns.  Executive understands and
confirms that Executive is executing this Release and Covenant Not to Sue
voluntarily and knowingly, but that this Release and Covenant Not to Sue does
not affect Executive’s right to claim otherwise under ADEA.  In addition, Executive shall not be
precluded by this Release and Covenant Not to Sue from filing a charge with any
relevant Federal, state or local administrative agency, but Executive agrees to
waive Executive’s rights with respect to any monetary or other financial relief
arising from any such administrative proceeding.


 


In furtherance of the
agreements set forth above, Executive hereby expressly waives and relinquishes
any and all rights under any applicable statute, doctrine or principle of law
restricting the right of any person to release claims that such person does not
know or suspect to exist at the time of executing a release, which claims, if
known, may have materially affected such person’s decision to give such a
release.  In connection with such waiver
and relinquishment, Executive acknowledges that Executive is aware that
Executive may hereafter discover claims presently unknown or unsuspected, or
facts in addition to or different from those that Executive now knows or
believes to be true, with respect to the matters released herein.  Nevertheless, it is the intention of
Executive to fully, finally and forever release all such matters, and all
claims relating thereto, that now exist, may exist or theretofore have existed,
as specifically provided herein.  The
parties hereto acknowledge and agree that this waiver shall be an essential and
material term of the release contained above. 
Nothing in this paragraph is intended to expand the scope of the release
as specified herein.


 


This Release and Covenant Not to Sue shall be governed
by and construed in accordance with the laws of the State of Nevada, applicable
to agreements made and to be performed entirely within such State.


 


To the extent that Executive is forty (40) years of
age or older, this paragraph shall apply. 
Executive acknowledges that Executive has been offered a period of time
of at least twenty-one (21) days to consider whether to sign this Release and
Covenant Not to Sue, which Executive has waived, and the Company agrees that
Executive may cancel this Release and Covenant Not to Sue at any time during
the seven (7) days following the date on which this Release and Covenant Not to
Sue has been signed by all parties to this Release and Covenant Not to
Sue.  In order to cancel or revoke this
Release and Covenant Not to Sue, Executive must deliver to the General Counsel
of the Company written notice stating that Executive is canceling or revoking
this Release and Covenant Not to Sue. 
If this Release and Covenant Not to Sue is timely cancelled or revoked,
none of the provisions of this Release and Covenant Not to Sue shall be
effective or enforceable and the Company shall not be obligated to make the
payments to Executive or to provide Executive with the other benefits described
in the Employment Agreement and all contracts and provisions modified,
relinquished or rescinded hereunder shall be reinstated to the extent in effect
immediately prior hereto.


 


Executive acknowledges
and agrees that Executive has entered into this Release and Covenant Not to Sue
knowingly and willingly and has had ample opportunity to consider the terms and
provisions of this Release and Covenant Not to Sue.


 


24






















 


IN WITNESS WHEREOF, the parties hereto have
caused this General Release and Covenant Not to Sue to be executed on this
              
day of
                         ,
        .


 


 


	
   

  	
  LAS VEGAS SANDS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  
	
   

  	
  Its: 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAS VEGAS SANDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  
	
   

  	
  Its: 

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  



 


25