Exhibit
10.71


 


 


Las
Vegas Sands Corp.


2004 EQUITY AWARD PLAN


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS NONQUALIFIED STOCK
OPTION AGREEMENT (the “Agreement”), dated as of
December     , 2004 (the “Date of Grant”), is
made by and between Las Vegas Sands Corp., a Nevada corporation (the “Company”),
and
                    
(the “Participant”).


 


R
E
C
I
T
A
L
S:


 


WHEREAS, the Company has
adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the “Plan”),
pursuant to which options may be granted to purchase shares of the Company’s
Common Stock; and


 


WHEREAS, the Compensation
Committee of the Board of Directors of the Company (the “Committee”) has
determined that it is in the best interests of the Company and its stockholders
to grant to the Participant a nonqualified stock option to purchase the number
of shares of the Company’s Common Stock provided for herein.


 


NOW, THEREFORE, for and
in consideration of the premises and the covenants of the parties contained in
this Agreement, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, for themselves, their
successors and assigns, hereby agree as follows:


 


1.                                       Grant
of Option.


 


The
Company hereby grants on the Date of Grant to the Participant an option (the “Option”)
to purchase         shares of Common Stock
(such shares of Common Stock, the “Option Shares”), on the terms and
conditions set forth in this Agreement and as otherwise provided in the
Plan.  The Option is not intended to
qualify as an incentive stock option within the meaning of Section 422 of
the Code.


 


2.                                       Incorporation
by Reference, Etc.


 


The
provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of
the Plan and any capitalized terms not otherwise defined in this Agreement
shall have the definitions set forth in the Plan.  The Committee shall have final authority to interpret and
construe the Plan and this Agreement and to make any and all determinations
under them, and its decision shall be binding and conclusive upon the
Participant and his legal representative in respect of any questions arising
under the Plan or this Agreement.


 


 






















 


3.                                       Terms
and Conditions.


 


(a)                                  Option
Price.  The price at which the
Participant shall be entitled to purchase the Option Shares upon the exercise
of all or any portion of the Option shall be
$                    
per Option Share.


 


(b)                                 Expiration
Date.  Subject to Section 3(d)
hereof, the Option shall expire at the end of the period commencing on the Date
of Grant and ending at 11:59 p.m. Eastern Standard Time on the day preceding
the tenth anniversary of the Date of Grant (the “Option Period”).


 


(c)                                  Exercisability
of the Option.


 


(i)                                     Subject
to the Participant’s continued employment with the Company or an Affiliate and
except as may otherwise be provided herein, the Option shall become vested and
exercisable as to twenty-five percent (25%) of the Option Shares on each of the
first, second, third and fourth anniversaries of January 1, 2005.


 


(ii)                                  The
Option may be exercised only by written notice, substantially in the form
attached hereto as Exhibit A (or a successor form provided by the
Committee) delivered in person or by mail in accordance with Section 6(a)
hereof and accompanied by payment therefor. 
The purchase price of the Option Shares shall be paid by the Participant
to the Company (i) in cash and/or shares of Common Stock valued at the Fair
Market Value at the time the Option is exercised (including by means of
attestation of ownership of a sufficient number of shares of Stock in lieu of
actual delivery of such shares to the Company); provided, that, if
deemed necessary by the Company’s independent accounting firm in order to avoid
an accounting charge to earnings for compensation on account of the exercise of
the Option, such shares of Stock shall be Mature Shares, (ii) in the discretion
of the Committee, either (A) in other property having a fair market value on
the date of exercise equal to the Option Price or (B) by delivering to the
Committee a copy of irrevocable instructions to a stockbroker to deliver
promptly to the Company an amount of loan proceeds, or proceeds from the sale
of the Option Shares, sufficient to pay the Option Price or (iii) by such other
method as the Committee may allow in writing. 
Notwithstanding the foregoing, in no event shall a Participant be
permitted to exercise an Option in the manner described in clause (ii) or (iii)
of the preceding sentence if the Committee determines that exercising an Option
in such manner would violate the Sarbanes-Oxley Act of 2002, as amended, or any
other applicable law or the applicable rules and regulations of the Securities
and Exchange Commission or the applicable rules and regulations of any
securities exchange or inter dealer quotation system on which the securities of
the Company or any Affiliates are listed or traded.


 


(d)                                 Effect
of Termination of Employment on the Option.


 


(i)                                     Death/Disability.  If the Participant’s employment is
terminated with the Company and its Affiliates due to the Participant’s death
or by the


 


2






















 


Company or any Affiliate
due to Disability, the Option shall become vested and exercisable on the date
of such termination to the extent the Option would have become vested and
exercisable during the twelve (12) month period immediately following the date
of such termination had the Participant remained employed on the last day of
such twelve-month period.  The unvested
portion of the Option shall expire on the date of termination and the vested
portion of the Option (including any portion vested pursuant to the previous
sentence of this Section 3(d)(i)), shall remain exercisable by the
Participant through the earlier of (A) the expiration of the Option Period or
(B) the first anniversary of the date of termination on account of death or
Disability.


 


(ii)                                  Termination
Without Cause or for Good Reason.  If the Participant’s employment with the
Company and its Affiliates is terminated by the Company or any Affiliate
without Cause or by the Participant for “Good Reason” (as defined below), the
Option shall become vested and exercisable on the date of such termination as
to 100% of the Option Shares and shall remain exercisable by the Participant
through the earlier of (A) the expiration of the Option Period or (B) ninety
days (90) following such termination. 
For purposes of this Agreement, “Good Reason” shall mean
“Good Reason” as such term is defined in any agreement (other than this
Agreement) between the Participant and the Company or an Affiliate, and absent
such an agreement, shall be inapplicable.


 


(iii)                               Termination for Cause
or by the Participant without Good Reason. 
If the Participant’s employment with the Company and its Affiliates is
terminated by the Company or any Affiliate for Cause, both the unvested and the
vested portions of the Option shall terminate on the date of such
termination.  If the Participant terminates
his employment other than for Good Reason, the unvested portion of the Option
shall expire on the date of termination and the vested portion of the Option
shall remain exercisable by the Participant through the earlier of (A) the
expiration of the Option Period or (B) ninety (90) days following such
termination.


 


(iv)                              Non-Renewal
Termination.  If the Participant’s
employment is terminated due to a “Non-Renewal Termination,” as such term is
defined in any employment agreement between the Participant and the Company or
an Affiliate, the Option shall continue to vest in accordance with the vesting
schedule set forth in Section 3(c)(i) as if the Participant had
remained employed by the Company through the date on which the Option would
otherwise have become vested as to 100% of the Options Shares.  The Option shall remain exercisable by the
Participant through the earlier of (A) the expiration of the Option Period or
(B) ninety (90) days following the date upon which the Option becomes vested as
to 100% of the Option Shares.


 


(v)                                 Retirement.  If the Participant’s employment is
terminated by the Participant for other than Good Reason on at least sixty (60)
days prior written notice after the Participant has attained age 65, the Option
shall continue to vest in accordance with the vesting schedule set forth
in Section 3(c)(i) as if Participant had remained employed by the Company
through the date on which the Option would otherwise have become vested as to
100% of the Option Shares.  The Option
shall remain exercisable by the Participant until the expiration of the Option
Period.


 


3






















 


(e)                                  Compliance
with Legal Requirements.  The
granting and exercising of the Option, and any other obligations of the Company
under this Agreement shall be subject to all applicable federal and state laws,
rules and regulations and to such approvals by any regulatory or governmental
agency as may be required.  The
Committee, in its sole discretion, may postpone the issuance or delivery of
Option Shares as the Committee may consider appropriate and may require the
Participant to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Option
Shares in compliance with applicable laws, rules and regulations.


 


(f)                                    Transferability.  The Option shall not be transferable by the
Participant other than by will or the laws of descent and distribution.


 


(g)                                 Rights
as Stockholder.  The Participant
shall not be deemed for any purpose to be the owner of any shares of Common
Stock subject to this Option unless, until and to the extent that (i) this
Option shall have been exercised pursuant to its terms, (ii) the Company shall
have issued and delivered to the Participant the Option Shares, and (iii) the
Participant’s name shall have been entered as a stockholder of record with
respect to such Option Shares on the books of the Company.


 


(h)                                 Tax
Withholding.  Prior to the delivery
of a certificate or certificates representing the Option Shares, the
Participant must pay in the form of a certified check to the Company any such
additional amount as the Company determines that it is required to withhold
under applicable federal, state or local tax laws in respect of the exercise or
the transfer of Option Shares; provided that the Committee may, in its
sole discretion, allow such withholding obligation to be satisfied by any other
method described in Section 12(d) of the Plan.


 


4.                                       Miscellaneous.


 


(a)                                  Notices.  All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be by registered or certified first-class mail, return receipt requested,
telecopier, courier service or personal delivery:


 


if to the Company:


 


Las Vegas Sands, Inc.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attn: General Counsel


 


With a copy to:


 


4






















 


Charles D. Forman

Director, Member of the Compensation Committee

300 First Avenue

Needham, Massachusetts 02494


 


if to the Participant, at the Participant’s last known
address on file with the Company.


 


All such notices, demands
and other communications shall be deemed to have been duly given when delivered
by hand, if personally delivered; when delivered by courier, if delivered by
commercial courier service; five (5) business days after being deposited in the
mail, postage prepaid, if mailed; and when receipt is mechanically
acknowledged, if telecopied.


 


(b)                                 Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by law.


 


(c)                                  No
Rights to Employment.  Nothing
contained in this Agreement shall be construed as giving the Participant any
right to be retained, in any position, as an employee, consultant or director
of the Company or its Affiliates or shall interfere with or restrict in any way
the right of the Company or its Affiliates, which are hereby expressly
reserved, to remove, terminate or discharge the Participant at any time for any
reason whatsoever.


 


(d)                                 Bound
by Plan.  By signing this Agreement,
the Participant acknowledges that he has received a copy of the Plan and has
had an opportunity to review the Plan and agrees to be bound by all the terms
and provisions of the Plan.


 


(e)                                  Beneficiary.  The Participant may file with the Committee
a written designation of a beneficiary on such form as may be prescribed by the
Committee and may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the
Participant, the executor or administrator of the Participant’s estate shall be
deemed to be the Participant’s beneficiary.


 


(f)                                    Successors.  The terms of this Agreement shall be binding
upon and inure to the benefit of the Company and its successors and assigns,
and of the Participant and the beneficiaries, executors, administrators, heirs
and successors of the Participant.


 


(g)                                 Entire
Agreement.  This Agreement and the
Plan contain the entire agreement and understanding of the parties hereto with
respect to the subject matter contained herein and supersede all prior
communications, representations and negotiations in respect thereto.  No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto.  The
Participant agrees and acknowledges that this Agreement supersedes all prior


 


5






















 


stock option agreements
between the Participant and the Company, and that all such prior agreements are
void and unenforceable.


 


(h)                                 Governing
Law.  This Agreement shall be construed and interpreted in accordance
with the laws of the State of Nevada without regard to principles of conflicts
of law thereof, or principals of conflicts of laws of any other jurisdiction
which could cause the application of the laws of any jurisdiction other than
the State of Nevada.


 


(i)                                     Headings.  The headings of the Sections hereof are
provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this
Agreement.


 


(j)                                     Signature
in Counterparts.  This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


[Remainder of page
intentionally left blank; signature page to follow]


 


6






















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day first written above.


 


	
   

  	
  Las Vegas Sands Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [ Name of Participant]

  



 


 


[Signature Page to Nonqualified Stock
Option Agreement]


 






















 


Exhibit
A


 


NOTICE OF OPTION EXERCISE


 


PURSUANT
TO THE LAS VEGAS SANDS CORP.


2004 EQUITY AWARD PLAN


 


To exercise your option to purchase shares of Las
Vegas Sands Corp. (the “Company”) 
Common Stock (“Shares”), please fill out this form and return it to the
General Counsel of the Company, together with either a certified check in the
amount of the exercise price due, which is the product of the number
of Shares with respect to which you are exercising the Option and the per share
exercise price, or shares of Common Stock with a Fair Market Value equal to the exercise
price due.  You are not
required to exercise your option with respect to all Shares thereunder.  You also must include, as applicable, either
a certified check in the amount of any required payroll taxes and income tax
withholding due in connection with your exercise or shares of Common Stock with
a Fair Market Value equal to the amount of any required payroll taxes and
income tax withholding due in connection with your exercise, unless the
Committee administering the Las Vegas Sands Corp. 2004 Equity Award Plan
specifically provides for such obligation to be satisfied in a different
manner.


 


I
hereby exercise my right to purchase
                
Shares under the option granted to me pursuant to the Nonqualified Stock Option
Agreement between myself and the Company, dated as of
December      , 2004.  I am vested in my option as to the Shares being purchased
hereunder.  I have enclosed either (a)
one or more certified checks covering both the exercise price of $                
and the required payroll taxes and income tax withholding of
$               
or (b) shares of Common Stock with a Fair Market Value equal to both the
exercise price of
$                   
and, if so permitted by the Committee the required payroll taxes and income tax
withholding of
$                
(if not so permitted, please enclose a certified check for the
withholding).  (Please contact the
office of the General Counsel of the Company to determine the amount of any
required payroll taxes and income tax withholding.)  I hereby represent that, to the best of my knowledge and belief,
I am legally entitled to exercise this Option.


 


	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  	
   

  



 


A-1






















 


	
  Social Security Number:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  



 


A-2



















 


 


Las
Vegas Sands Corp.


2004 EQUITY AWARD PLAN


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS NONQUALIFIED STOCK
OPTION AGREEMENT (the “Agreement”), dated as of
December      , 2004 (the “Date of Grant”),
is made by and between Las Vegas Sands Corp., a Nevada corporation (the “Company”),
and
                        
(the “Participant”).


 


R
E
C
I
T
A
L
S:


 


WHEREAS, the Company has
adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the “Plan”),
pursuant to which options may be granted to purchase shares of the Company’s
Common Stock; and


 


WHEREAS, the Compensation
Committee of the Board of Directors of the Company (the “Committee”) has
determined that it is in the best interests of the Company and its stockholders
to grant to the Participant a nonqualified stock option to purchase the number
of shares of the Company’s Common Stock provided for herein.


 


NOW, THEREFORE, for and
in consideration of the premises and the covenants of the parties contained in
this Agreement, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, for themselves, their
successors and assigns, hereby agree as follows:


 


1.                                       Grant
of Option.


 


The
Company hereby grants on the Date of Grant to the Participant an option (the “Option”)
to purchase       shares of Common Stock (such shares
of Common Stock, the “Option Shares”), on the terms and conditions set
forth in this Agreement and as otherwise provided in the Plan.  The Option is not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.


 


2.                                       Incorporation
by Reference, Etc.


 


The
provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of
the Plan and any capitalized terms not otherwise defined in this Agreement
shall have the definitions set forth in the Plan.  The Committee shall have final authority to interpret and
construe the Plan and this Agreement and to make any and all determinations
under them, and its decision shall be binding and conclusive upon the
Participant and his legal representative in respect of any questions arising
under the Plan or this Agreement.


 






















 


3.                                       Terms
and Conditions.


 


(a)                                  Option
Price.  The price at which the
Participant shall be entitled to purchase the Option Shares upon the exercise
of all or any portion of the Option shall be
$                       
per Option Share.


 


(b)                                 Expiration
Date.  Subject to Section 3(d)
hereof, the Option shall expire at the end of the period commencing on the Date
of Grant and ending at 11:59 p.m. Eastern Standard Time on the day preceding
the tenth anniversary of the Date of Grant (the “Option Period”).


 


(c)                                  Exercisability
of the Option.


 


(i)                                     Subject
to the Participant’s continued employment with the Company or an Affiliate and
except as may otherwise be provided herein, the Option shall become vested and
exercisable as to twenty-five percent (25%) of the Option Shares on each of the
first, second, third and fourth anniversaries of January 1, 2005.


 


(ii)                                  The
Option may be exercised only by written notice, substantially in the form
attached hereto as Exhibit A (or a successor form provided by the
Committee) delivered in person or by mail in accordance with Section 6(a)
hereof and accompanied by payment therefor. 
The purchase price of the Option Shares shall be paid by the Participant
to the Company (i) in cash and/or shares of Common Stock valued at the Fair
Market Value at the time the Option is exercised (including by means of
attestation of ownership of a sufficient number of shares of Stock in lieu of
actual delivery of such shares to the Company); provided, that, if
deemed necessary by the Company’s independent accounting firm in order to avoid
an accounting charge to earnings for compensation on account of the exercise of
the Option, such shares of Stock shall be Mature Shares, (ii) in the discretion
of the Committee, either (A) in other property having a fair market value on
the date of exercise equal to the Option Price or (B) by delivering to the
Committee a copy of irrevocable instructions to a stockbroker to deliver
promptly to the Company an amount of loan proceeds, or proceeds from the sale
of the Option Shares, sufficient to pay the Option Price or (iii) by such other
method as the Committee may allow in writing. 
Notwithstanding the foregoing, in no event shall a Participant be
permitted to exercise an Option in the manner described in clause (ii) or (iii)
of the preceding sentence if the Committee determines that exercising an Option
in such manner would violate the Sarbanes-Oxley Act of 2002, as amended, or any
other applicable law or the applicable rules and regulations of the Securities
and Exchange Commission or the applicable rules and regulations of any
securities exchange or inter dealer quotation system on which the securities of
the Company or any Affiliates are listed or traded.


 


(d)                                 Effect
of Termination of Employment on the Option.


 


(i)                                     Death/Disability.  If the Participant’s employment is
terminated with the Company and its Affiliates due to the Participant’s death
or by the


 


2






















 


Company or any Affiliate
due to Disability, the Option shall become vested and exercisable on the date
of such termination to the extent the Option would have become vested and
exercisable during the twelve (12) month period immediately following the date
of such termination had the Participant remained employed on the last day of
such twelve-month period.  The unvested
portion of the Option shall expire on the date of termination and the vested
portion of the Option (including any portion vested pursuant to the previous
sentence of this Section 3(d)(i)), shall remain exercisable by the
Participant through the earlier of (A) the expiration of the Option Period or
(B) the first anniversary of the date of termination on account of death or
Disability.


 


(ii)                                  Termination
Without Cause or for Good Reason.  If the Participant’s employment with the
Company and its Affiliates is terminated by the Company or any Affiliate
without Cause or by the Participant for “Good Reason” (as defined below), the
Option shall become vested and exercisable on the date of such termination as
to 100% of the Option Shares and shall remain exercisable by the Participant
through the earlier of (A) the expiration of the Option Period or (B) ninety
days (90) following such termination. 
For purposes of this Agreement, “Good Reason” shall mean
“Good Reason” as such term is defined in any agreement (other than this
Agreement) between the Participant and the Company or an Affiliate, and absent
such an agreement, shall be inapplicable.


 


(iii)                               Termination for Cause
or by the Participant without Good Reason. 
If the Participant’s employment with the Company and its Affiliates is
terminated by the Company or any Affiliate for Cause, both the unvested and the
vested portions of the Option shall terminate on the date of such
termination.  If the Participant
terminates his employment other than for Good Reason, the unvested portion of
the Option shall expire on the date of termination and the vested portion of
the Option shall remain exercisable by the Participant through the earlier of
(A) the expiration of the Option Period or (B) ninety (90) days following such
termination.


 


(iv)                              Non-Renewal
Termination.  If the Participant’s
employment is terminated due to a “Non-Renewal Termination,” as such term is
defined in any employment agreement between the Participant and the Company or
an Affiliate, the Option shall continue to vest in accordance with the vesting
schedule set forth in Section 3(c)(i) as if the Participant had
remained employed by the Company through the date on which the Option would
otherwise have become vested as to 100% of the Option Shares.  The Option shall remain exercisable by the
Participant through the earlier of (A) the expiration of the Option Period or
(B) ninety (90) days following the date the Option becomes vested as to 100% of
the Options Shares.


 


(e)                                  Compliance
with Legal Requirements.  The
granting and exercising of the Option, and any other obligations of the Company
under this Agreement shall be subject to all applicable federal and state laws,
rules and regulations and to such approvals by any regulatory or governmental
agency as may be required.  The
Committee, in its sole discretion, may postpone the issuance or delivery of
Option Shares as the Committee may consider appropriate and may require the
Participant to make such representations and furnish such information as it may
consider appropriate in connection


 


3






















 


with the issuance or
delivery of Option Shares in compliance with applicable laws, rules and
regulations.


 


(f)                                    Transferability.  The Option shall not be transferable by the Participant
other than by will or the laws of descent and distribution.


 


(g)                                 Rights
as Stockholder.  The Participant
shall not be deemed for any purpose to be the owner of any shares of Common
Stock subject to this Option unless, until and to the extent that (i) this
Option shall have been exercised pursuant to its terms, (ii) the Company shall
have issued and delivered to the Participant the Option Shares, and (iii) the
Participant’s name shall have been entered as a stockholder of record with
respect to such Option Shares on the books of the Company.


 


(h)                                 Tax
Withholding.  Prior to the delivery
of a certificate or certificates representing the Option Shares, the
Participant must pay in the form of a certified check to the Company any such
additional amount as the Company determines that it is required to withhold
under applicable federal, state or local tax laws in respect of the exercise or
the transfer of Option Shares; provided that the Committee may, in its
sole discretion, allow such withholding obligation to be satisfied by any other
method described in Section 12(d) of the Plan.


 


4.                                       Miscellaneous.


 


(a)                                  Notices.  All notices, demands and other
communications provided for or permitted hereunder shall be made in writing and
shall be by registered or certified first-class mail, return receipt requested,
telecopier, courier service or personal delivery:


 


if to the Company:


 


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


 


if to the Participant, at
the Participant’s last known address on file with the Company.


 


All such notices, demands
and other communications shall be deemed to have been duly given when delivered
by hand, if personally delivered; when delivered by courier, if delivered by
commercial courier service; five (5) business days after being deposited in


 


4






















 


the mail, postage
prepaid, if mailed; and when receipt is mechanically acknowledged, if
telecopied.


 


(b)                                 Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of this
Agreement shall be severable and enforceable to the extent permitted by law.


 


(c)                                  No
Rights to Employment.  Nothing
contained in this Agreement shall be construed as giving the Participant any
right to be retained, in any position, as an employee, consultant or director
of the Company or its Affiliates or shall interfere with or restrict in any way
the right of the Company or its Affiliates, which are hereby expressly
reserved, to remove, terminate or discharge the Participant at any time for any
reason whatsoever.


 


(d)                                 Bound
by Plan.  By signing this Agreement,
the Participant acknowledges that he has received a copy of the Plan and has
had an opportunity to review the Plan and agrees to be bound by all the terms
and provisions of the Plan.


 


(e)                                  Beneficiary.  The Participant may file with the Committee
a written designation of a beneficiary on such form as may be prescribed by the
Committee and may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the
Participant, the executor or administrator of the Participant’s estate shall be
deemed to be the Participant’s beneficiary.


 


(f)                                    Successors.  The terms of this Agreement shall be binding
upon and inure to the benefit of the Company and its successors and assigns,
and of the Participant and the beneficiaries, executors, administrators, heirs
and successors of the Participant.


 


(g)                                 Entire
Agreement.  This Agreement and the
Plan contain the entire agreement and understanding of the parties hereto with
respect to the subject matter contained herein and supersede all prior
communications, representations and negotiations in respect thereto.  No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto.  The
Participant agrees and acknowledges that this Agreement supersedes all prior
stock option agreements between the Participant and the Company, and that all
such prior agreements are void and unenforceable.


 


(h)                                 Governing
Law.  This Agreement shall be construed and interpreted in accordance
with the laws of the State of Nevada without regard to principles of conflicts
of law thereof, or principals of conflicts of laws of any other jurisdiction
which could cause the application of the laws of any jurisdiction other than
the State of Nevada.


 


5






















 


(i)                                     Headings.  The headings of the Sections hereof are
provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this
Agreement.


 


(j)                                     Signature
in Counterparts.  This Agreement may
be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


[Remainder of page intentionally left
blank; signature page to follow]


 


6






















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day first written above.


 


	
   

  	
  Las Vegas Sands Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [ Name of Participant]

  



 


 


[Signature Page to Nonqualified Stock Option Agreement]


 






















 


Exhibit
A


 


NOTICE OF OPTION EXERCISE


 


PURSUANT
TO THE LAS VEGAS SANDS CORP.


2004 EQUITY AWARD PLAN


 


To exercise your option to purchase shares of Las
Vegas Sands Corp. (the “Company”) 
Common Stock (“Shares”), please fill out this form and return it to the
General Counsel of the Company, together with either a certified check in the
amount of the exercise price due, which is the product of the number
of Shares with respect to which you are exercising the Option and the per share
exercise price, or shares of Common Stock with a Fair Market Value equal to the exercise
price due.  You are not
required to exercise your option with respect to all Shares thereunder.  You also must include, as applicable, either
a certified check in the amount of any required payroll taxes and income tax
withholding due in connection with your exercise or shares of Common Stock with
a Fair Market Value equal to the amount of any required payroll taxes and
income tax withholding due in connection with your exercise, unless the
Committee administering the Las Vegas Sands Corp. 2004 Equity Award Plan
specifically provides for such obligation to be satisfied in a different
manner.


 


I
hereby exercise my right to purchase
            Shares under
the option granted to me pursuant to the Nonqualified Stock Option Agreement
between myself and the Company, dated as of December     ,
2004.  I am vested in my option as to
the Shares being purchased hereunder.  I
have enclosed either (a) one or more certified checks covering both the
exercise price of
$                  
and the required payroll taxes and income tax withholding of
$                 
or (b) shares of Common Stock with a Fair Market Value equal to both the
exercise price of $                 
and, if so permitted by the Committee the required payroll taxes and income tax
withholding of
$                 
(if not so permitted, please enclose a certified check for the
withholding).  (Please contact the
office of the General Counsel of the Company to determine the amount of any
required payroll taxes and income tax withholding.)  I hereby represent that, to the best of my knowledge and belief,
I am legally entitled to exercise this Option.


 


	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  	
   

  



 


A-1






















 


	
  Social Security Number:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  



 


A-2



















 


Las Vegas Sands Corp.

2004 EQUITY AWARD PLAN


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS NONQUALIFIED STOCK
OPTION AGREEMENT (the “Agreement”), dated as of
December     , 2004 (the “Date of Grant”), is
made by and between Las Vegas Sands Corp., a Nevada corporation (the “Company”),
and
                        
(the “Participant”).


 


R
E
C
I
T
A
L
S:


 


WHEREAS, the Company has
adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the “Plan”),
pursuant to which options may be granted to purchase shares of the Company’s
Common Stock; and


 


WHEREAS, the Compensation
Committee of the Board of Directors of the Company (the “Committee”) has
determined that it is in the best interests of the Company and its stockholders
to grant to the Participant a nonqualified stock option to purchase the number
of shares of the Company’s Common Stock provided for herein.


 


NOW, THEREFORE, for and
in consideration of the premises and the covenants of the parties contained in
this Agreement, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, for themselves, their
successors and assigns, hereby agree as follows:


 


1.                                       Grant of Option.


 


The
Company hereby grants on the Date of Grant to the Participant an option (the “Option”)
to purchase         shares of Common Stock
(such shares of Common Stock, the “Option Shares”), on the terms and
conditions set forth in this Agreement and as otherwise provided in the
Plan.  The Option is not intended to
qualify as an incentive stock option within the meaning of Section 422 of
the Code.


 


2.                                       Incorporation by Reference, Etc.


 


The
provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of
the Plan and any capitalized terms not otherwise defined in this Agreement
shall have the definitions set forth in the Plan.  The Committee shall have final authority to interpret and
construe the Plan and this Agreement and to make any and all determinations
under them, and its decision shall be binding and conclusive upon the
Participant and his legal representative in respect of any questions arising
under the Plan or this Agreement.


 






















 


3.                                       Terms and Conditions.


 


(a)                                  Option Price. 
The price at which the Participant shall be entitled to purchase the
Option Shares upon the exercise of all or any portion of the Option shall be
$              
per Option Share.


 


(b)                                 Expiration Date. 
Subject to Section 3(d) hereof, the Option shall expire at the end
of the period commencing on the Date of Grant and ending at 11:59 p.m. Eastern
Standard Time on the day preceding the tenth anniversary of the Date of Grant
(the “Option Period”).


 


(c)                                  Exercisability of the Option.


 


(i)                                     Subject
to the Participant’s continued employment with the Company or an Affiliate and
except as may otherwise be provided herein, the Option shall become vested and
exercisable as to twenty-five percent (25%) of the Option Shares on each of the
first through fourth anniversaries of the Date of Grant.


 


(ii)                                  The
Option may be exercised only by written notice, substantially in the form
attached hereto as Exhibit A (or a successor form provided by the
Committee) delivered in person or by mail in accordance with Section 6(a)
hereof and accompanied by payment therefor. 
The purchase price of the Option Shares shall be paid by the Participant
to the Company (i) in cash and/or shares of Common Stock valued at the Fair
Market Value at the time the Option is exercised (including by means of
attestation of ownership of a sufficient number of shares of Stock in lieu of
actual delivery of such shares to the Company); provided, that, if
deemed necessary by the Company’s independent accounting firm in order to avoid
an accounting charge to earnings for compensation on account of the exercise of
the Option, such shares of Stock shall be Mature Shares, (ii) in the discretion
of the Committee, either (A) in other property having a fair market value on
the date of exercise equal to the Option Price or (B) by delivering to the
Committee a copy of irrevocable instructions to a stockbroker to deliver
promptly to the Company an amount of loan proceeds, or proceeds from the sale
of the Option Shares, sufficient to pay the Option Price or (iii) by such other
method as the Committee may allow in writing. 
Notwithstanding the foregoing, in no event shall a Participant be
permitted to exercise an Option in the manner described in clause (ii) or (iii)
of the preceding sentence if the Committee determines that exercising an Option
in such manner would violate the Sarbanes-Oxley Act of 2002, as amended, or any
other applicable law or the applicable rules and regulations of the Securities
and Exchange Commission or the applicable rules and regulations of any securities
exchange or inter dealer quotation system on which the securities of the
Company or any Affiliates are listed or traded.


 


(d)                                 Effect of Termination of Employment
on the Option.


 


(i)                                     Death/Disability.  If the Participant’s employment with the
Company and its Affiliates terminates on account of the Participant’s death or
by the Company or any Affiliate due to Disability, the unvested portion of the
Option shall


 


2






















 


expire on the date of termination and the vested portion of the Option
shall remain exercisable by the Participant through the earlier of (A) the
expiration of the Option Period or (B) one year following the date of
termination on account of death or Disability.


 


(ii)                                  Termination
Other than due to Death/Disability or for Cause.  If the Participant’s
employment with the Company and its Affiliates is terminated for any reason
other than on account of the Participant’s death or by the Company or
any Affiliate due to Disability or for Cause, the unvested portion of the Option shall expire on the date of
termination and the vested portion of the Option shall remain exercisable by
the Participant through the earlier of (A) the expiration of the Option Period
or (B) ninety (90) days following such termination.


 


(iii)                               Termination for Cause.  If the Participant’s employment with the
Company and its Affiliates is terminated by the Company or any Affiliate for
Cause, both the unvested and the vested portions of the Option shall terminate
on the date of such termination.


 


(e)                                  Compliance with Legal Requirements. 
The granting and exercising of the Option, and any other obligations of
the Company under this Agreement shall be subject to all applicable federal and
state laws, rules and regulations and to such approvals by any regulatory or
governmental agency as may be required. 
The Committee, in its sole discretion, may postpone the issuance or
delivery of Option Shares as the Committee may consider appropriate and may require
the Participant to make such representations and furnish such information as it
may consider appropriate in connection with the issuance or delivery of Option
Shares in compliance with applicable laws, rules and regulations.


 


(f)                                    Transferability. 
The Option shall not be transferable by the Participant other than by
will or the laws of descent and distribution.


 


(g)                                 Rights as Stockholder. 
The Participant shall not be deemed for any purpose to be the owner of
any shares of Common Stock subject to this Option unless, until and to the
extent that (i) this Option shall have been exercised pursuant to its terms,
(ii) the Company shall have issued and delivered to the Participant the Option
Shares, and (iii) the Participant’s name shall have been entered as a
stockholder of record with respect to such Option Shares on the books of the
Company.


 


(h)                                 Tax Withholding. 
Prior to the delivery of a certificate or certificates representing the
Option Shares, the Participant must pay in the form of a certified check to the
Company any such additional amount as the Company determines that it is
required to withhold under applicable federal, state or local tax laws in
respect of the exercise or the transfer of Option Shares; provided that
the Committee may, in its sole discretion, allow such withholding obligation to
be satisfied by any other method described in Section 12(d) of the Plan.


 


3






















 


4.                                       Miscellaneous.


 


(a)                                  Notices. 
All notices, demands and other communications provided for or permitted
hereunder shall be made in writing and shall be by registered or certified
first-class mail, return receipt requested, telecopier, courier service or
personal delivery:


 


if to the Company:



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


 


if to the Participant, at the Participant’s last known
address on file with the Company.


 


All such notices, demands
and other communications shall be deemed to have been duly given when delivered
by hand, if personally delivered; when delivered by courier, if delivered by
commercial courier service; five (5) business days after being deposited in the
mail, postage prepaid, if mailed; and when receipt is mechanically
acknowledged, if telecopied.


 


(b)                                 Severability. 
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, and each other provision of this Agreement shall be severable and
enforceable to the extent permitted by law.


 


(c)                                  No Rights to Employment. 
Nothing contained in this Agreement shall be construed as giving the
Participant any right to be retained, in any position, as an employee,
consultant or director of the Company or its Affiliates or shall interfere with
or restrict in any way the right of the Company or its Affiliates, which are
hereby expressly reserved, to remove, terminate or discharge the Participant at
any time for any reason whatsoever.


 


(d)                                 Bound by Plan. 
By signing this Agreement, the Participant acknowledges that he has
received a copy of the Plan and has had an opportunity to review the Plan and
agrees to be bound by all the terms and provisions of the Plan.


 


(e)                                  Beneficiary. 
The Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee


 


4






















 


and
may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the
Participant, the executor or administrator of the Participant’s estate shall be
deemed to be the Participant’s beneficiary.


 


(f)                                    Successors. 
The terms of this Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns, and of the Participant
and the beneficiaries, executors, administrators, heirs and successors of the
Participant.


 


(g)                                 Entire Agreement. 
This Agreement and the Plan contain the entire agreement and
understanding of the parties hereto with respect to the subject matter
contained herein and supersede all prior communications, representations and
negotiations in respect thereto.  No change,
modification or waiver of any provision of this Agreement shall be valid unless
the same be in writing and signed by the parties hereto.  The Participant agrees and acknowledges that
this Agreement supersedes all prior stock option agreements between the
Participant and the Company, and that all such prior agreements are void and
unenforceable.


 


(h)                                 Governing Law.  This Agreement shall be
construed and interpreted in accordance with the laws of the State of Nevada
without regard to principles of conflicts of law thereof, or principals of conflicts
of laws of any other jurisdiction which could cause the application of the laws
of any jurisdiction other than the State of Nevada.


 


(i)                                     Headings. 
The headings of the Sections hereof are provided for convenience only
and are not to serve as a basis for interpretation or construction, and shall
not constitute a part, of this Agreement.


 


(j)                                     Signature in Counterparts. 
This Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.


 


[Remainder of page
intentionally left blank; signature page to follow]


 


5






















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day first written above.


 


	
   

  	
  Las Vegas Sands Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [ Name of Participant]

  
						



 


[Signature Page to Nonqualified Stock
Option Agreement]


 






















 


Exhibit
A


 


NOTICE OF OPTION EXERCISE


 


PURSUANT
TO THE LAS VEGAS SANDS CORP.


2004 EQUITY AWARD PLAN


 


To exercise your option to purchase shares of Las
Vegas Sands Corp. (the “Company”) 
Common Stock (“Shares”), please fill out this form and return it to the
General Counsel of the Company, together with either a certified check in the
amount of the exercise price due, which is the product of the number
of Shares with respect to which you are exercising the Option and the per share
exercise price, or shares of Common Stock with a Fair Market Value equal to the exercise
price due.  You are not required
to exercise your option with respect to all Shares thereunder.  You also must include, as applicable, either
a certified check in the amount of any required payroll taxes and income tax
withholding due in connection with your exercise or shares of Common Stock with
a Fair Market Value equal to the amount of any required payroll taxes and
income tax withholding due in connection with your exercise, unless the
Committee administering the Las Vegas Sands Corp. 2004 Equity Award Plan
specifically provides for such obligation to be satisfied in a different
manner.


 


I
hereby exercise my right to purchase      Shares under the
option granted to me pursuant to the Nonqualified Stock Option Agreement
between myself and the Company, dated as of December    ,
2004.  I am vested in my option as to
the Shares being purchased hereunder.  I
have enclosed either (a) one or more certified checks covering both the
exercise price of $        and the required
payroll taxes and income tax withholding of
$        or (b) shares of Common Stock with
a Fair Market Value equal to both the exercise price of
$        and, if so permitted by the
Committee the required payroll taxes and income tax withholding of
$        (if not so permitted, please
enclose a certified check for the withholding).  (Please contact the office of the General Counsel of the Company
to determine the amount of any required payroll taxes and income tax
withholding.)  I hereby represent that,
to the best of my knowledge and belief, I am legally entitled to exercise this
Option.


 


	
   

  	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  	
   

  



 


A-1






















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Social Security Number:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  	
   

  



 


A-2



















 


Las Vegas Sands Corp.


2004 EQUITY AWARD PLAN


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS NONQUALIFIED STOCK
OPTION AGREEMENT (the “Agreement”), dated as of
December    , 2004 (the “Date of Grant”), is made by
and between Las Vegas Sands Corp., a Nevada corporation (the “Company”),
and             
(the “Participant”).


 


R
E
C
I
T
A
L
S:


 


WHEREAS, the Company has
adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the “Plan”),
pursuant to which each Non-Employee Director is granted an option to purchase
shares of the Company’s Common Stock.


 


NOW, THEREFORE, for and
in consideration of the premises and the covenants of the parties contained in
this Agreement, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, for themselves, their
successors and assigns, hereby agree as follows:


 


1                                          Grant of Option.


 


The
Company hereby grants on the Date of Grant to the Participant an option (the “Option”)
to purchase     shares of Common Stock (such shares of Common
Stock, the “Option Shares”), on the terms and conditions set forth in
this Agreement and as otherwise provided in the Plan.  The Option is not intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code.


 


2.                                       Incorporation by Reference, Etc.


 


The
provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of
the Plan and any capitalized terms not otherwise defined in this Agreement
shall have the definitions set forth in the Plan.  The Board shall have final authority to interpret and construe
the Plan and this Agreement and to make any and all determinations under them,
and its decision shall be binding and conclusive upon the Participant and his
legal representative in respect of any questions arising under the Plan or this
Agreement.


 


3.                                       Terms and Conditions.


 


(a)                                  Option Price. 
The price at which the Participant shall be entitled to purchase the
Option Shares upon the exercise of all or any portion of the Option shall be
$           per Option Share.


 






















 


(b)                                 Expiration Date. 
Subject to Section 3(d) hereof, the Option shall expire at the end
of the period commencing on the Date of Grant and ending at 11:59 p.m. Eastern
Standard Time on the day preceding the tenth anniversary of the Date of Grant
(the “Option Period”).


 


(c)                                  Exercisability of the Option.


 


(i)                                     Subject
to the Participant’s continued service as a Non-Employee Director of the
Company and except as may otherwise be provided herein, the Option shall become
vested and exercisable as to twenty percent (20%) of the option Shares on each
of the first, second, third, fourth, and fifth anniversaries of the Date of
Grant.


 


(ii)                                  The
Option may be exercised only by written notice, substantially in the form
attached hereto as Exhibit A (or a successor form provided by the Board)
delivered in person or by mail in accordance with Section 6(a) hereof and
accompanied by payment therefor.  The
purchase price of the Option Shares shall be paid by the Participant to the
Company (i) in cash and/or shares of Common Stock valued at the Fair Market
Value at the time the Option is exercised (including by means of attestation of
ownership of a sufficient number of shares of Stock in lieu of actual delivery
of such shares to the Company); provided, that, if deemed necessary by
the Company’s independent accounting firm in order to avoid an accounting
charge to earnings for compensation on account of the exercise of the Option,
such shares of Stock shall be Mature Shares, (ii) in the discretion of the
Board, either (A) in other property having a fair market value on the date of
exercise equal to the Option Price or (B) by delivering to the Board a copy of
irrevocable instructions to a stockbroker to deliver promptly to the Company an
amount of loan proceeds, or proceeds from the sale of the Option Shares,
sufficient to pay the Option Price or (iii) by such other method as the Board
may allow in writing.  Notwithstanding
the foregoing, in no event shall a Participant be permitted to exercise an
Option in the manner described in clause (ii) or (iii) of the preceding
sentence if the Board determines that exercising an Option in such manner would
violate the Sarbanes-Oxley Act of 2002, as amended, or any other applicable law
or the applicable rules and regulations of the Securities and Exchange
Commission or the applicable rules and regulations of any securities exchange
or inter dealer quotation system on which the securities of the Company or any
Affiliates are listed or traded.


 


(d)                                 Effect of Cessation of Service
Relationship on the Option.  If the
Participant’s service as a Non-Employee Director of the Company ceases due to
the death of the Participant, the Option shall become
vested and exercisable on the date of such cessation as to 100% of the Option
Shares.  If the Participant’s service as
a Non-Employee Director of the Company ends for any other reason,
the unvested portion of the Option shall terminate on the date of such
cessation.  The Option, to the extent
vested, shall remain exercisable by the Participant through the earlier of (A)
the expiration of the Option Period, (B) one year following the date of
cessation of service on account of the Participant’s death, or (C) three months
after the date of cessation of service for any other reason.


 


(e)                                  Compliance with Legal Requirements. 
The granting and exercising of the Option,


 


2






















 


and
any other obligations of the Company under this Agreement shall be subject to
all applicable federal and state laws, rules and regulations and to such
approvals by any regulatory or governmental agency as may be required.  The Board, in its sole discretion, may
postpone the issuance or delivery of Option Shares as the Board may consider
appropriate and may require the Participant to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Option Shares in compliance with applicable laws, rules
and regulations.


 


(f)                                    Transferability. 
The Option shall not be transferable by the Participant other than by
will or the laws of descent and distribution.


 


(g)                                 Rights as Stockholder. 
The Participant shall not be deemed for any purpose to be the owner of
any shares of Common Stock subject to this Option unless, until and to the
extent that (i) this Option shall have been exercised pursuant to its terms,
(ii) the Company shall have issued and delivered to the Participant the Option
Shares, and (iii) the Participant’s name shall have been entered as a
stockholder of record with respect to such Option Shares on the books of the
Company.


 


(h)                                 Tax Withholding. 
Prior to the delivery of a certificate or certificates representing the Option
Shares, the Participant must pay in the form of a certified check to the
Company any such additional amount as the Company determines that it is
required to withhold under applicable federal, state or local tax laws in
respect of the exercise or the transfer of Option Shares; provided that
the Board may, in its sole discretion, allow such withholding obligation to be
satisfied by any other method described in Section 12(d) of the Plan.


 


4.                                       Miscellaneous.


 


(a)                                  Notices. 
All notices, demands and other communications provided for or permitted
hereunder shall be made in writing and shall be by registered or certified
first-class mail, return receipt requested, telecopier, courier service or
personal delivery:


 


if to the Company:



Las Vegas Sands, Inc.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attn: General Counsel


 


if to the Participant, at the Participant’s last known
address on file with the Company.


 


All such notices, demands
and other communications shall be deemed to have been duly given when delivered
by hand, if personally delivered; when delivered by courier, if delivered by
commercial courier service; five (5) business days after being deposited in the
mail, postage prepaid, if mailed; and when receipt is mechanically
acknowledged, if telecopied.


 


3






















 


(b)                                 Severability. 
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, and each other provision of this Agreement shall be severable and
enforceable to the extent permitted by law.


 


(c)                                  No Rights to Employment or Service
Relationship.  Nothing contained in this Agreement shall be
construed as giving the Participant any right to be retained, in any position,
as an employee, consultant or director of the Company or its Affiliates or
shall interfere with or restrict in any way the right of the Company or its
Affiliates, which are hereby expressly reserved, to remove, terminate or
discharge the Participant at any time for any reason whatsoever.


 


(d)                                 Bound by Plan. 
By signing this Agreement, the Participant acknowledges that he has
received a copy of the Plan and has had an opportunity to review the Plan and
agrees to be bound by all the terms and provisions of the Plan.


 


(e)                                  Beneficiary. 
The Participant may file with the Board a written designation of a
beneficiary on such form as may be prescribed by the Board and may, from time
to time, amend or revoke such designation. 
If no designated beneficiary survives the Participant, the executor or
administrator of the Participant’s estate shall be deemed to be the
Participant’s beneficiary.


 


(f)                                    Successors. 
The terms of this Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns, and of the Participant
and the beneficiaries, executors, administrators, heirs and successors of the
Participant.


 


(g)                                 Entire Agreement. 
This Agreement and the Plan contain the entire agreement and
understanding of the parties hereto with respect to the subject matter
contained herein and supersede all prior communications, representations and
negotiations in respect thereto.  No
change, modification or waiver of any provision of this Agreement shall be
valid unless the same be in writing and signed by the parties hereto.  The Participant agrees and acknowledges that
this Agreement supersedes all prior stock option agreements between the
Participant and the Company, and that all such prior agreements are void and
unenforceable.


 


(h)                                 Governing Law.  This Agreement shall be
construed and interpreted in accordance with the laws of the State of Nevada
without regard to principles of conflicts of law thereof, or principals of
conflicts of laws of any other jurisdiction which could cause the application
of the laws of any jurisdiction other than the State of Nevada.


 


(i)                                     Headings. 
The headings of the Sections hereof are provided for convenience only
and are not to serve as a basis for interpretation or construction, and shall
not constitute a part, of this Agreement.


 


4






















 


(j)                                     Signature in Counterparts. 
This Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.


 


[Remainder of page
intentionally left blank; signature page to follow]


 


5






















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day first written above.


 


	
   

  	
  Las Vegas Sands Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [ Name of Participant]

  
						



 


 


[Signature Page to
Nonqualified Stock Option Agreement]


 






















 


Exhibit
A


 


NOTICE OF OPTION EXERCISE


 


PURSUANT
TO THE LAS VEGAS SANDS CORP.


2004 EQUITY AWARD PLAN


 


To exercise your option to purchase shares of Las
Vegas Sands Corp. (the “Company”) 
Common Stock (“Shares”), please fill out this form and return it to the
General Counsel of the Company, together with either a certified check in the
amount of the exercise price due, which is the product of the number
of Shares with respect to which you are exercising the Option and the per share
exercise price, or shares of Common Stock with a Fair Market Value equal to the exercise
price due.  You are not required
to exercise your option with respect to all Shares thereunder.  You also must include, as applicable, either
a certified check in the amount of any required payroll taxes and income tax
withholding due in connection with your exercise or shares of Common Stock with
a Fair Market Value equal to the amount of any required payroll taxes and
income tax withholding due in connection with your exercise, unless the Board
specifically provides for such obligation to be satisfied in a different
manner.


 


I
hereby exercise my right to purchase      Shares under the
option granted to me pursuant to the Nonqualified Stock Option Agreement
between myself and the Company, dated as of December   , 2004.  I am vested in my option as to the Shares
being purchased hereunder.  I have
enclosed either (a) one or more certified checks covering both the exercise
price of $        and the required payroll
taxes and income tax withholding of $       
or (b) shares of Common Stock with a Fair Market Value equal to both the
exercise price of $        and, if so
permitted by the Board the required payroll taxes and income tax withholding of
$        (if not so permitted, please
enclose a certified check for the withholding).  (Please contact the office of the General Counsel of the Company
to determine the amount of any required payroll taxes and income tax
withholding.)  I hereby represent that,
to the best of my knowledge and belief, I am legally entitled to exercise this
Option.


 


	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  



 


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