Exhibit 10.70


 


Las Vegas
Sands Corp.


2004 EQUITY AWARD PLAN


 


RESTRICTED STOCK AWARD AGREEMENT


 


 


THIS RESTRICTED STOCK
AWARD AGREEMENT (the “Agreement”), is made, effective as of the
____ day of _____________ (hereinafter the “Award Date”), 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 awards of
restricted shares of the Company’s Common Stock may be granted; 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 the restricted stock award provided for herein (the “Restricted
Stock Award”) to the Participant in recognition of the Participant’s
services to the Company, such grant to be subject to the terms set forth
herein.


NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the parties hereto
agree as follows:


1.             Grant
of Restricted Stock Award.  The
Company hereby grants on the Date of Grant to the Participant a Restricted
Stock Award consisting of ____ shares of Common Stock (hereinafter called the “Restricted
Shares”), on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan.  The
Restricted Shares shall vest in accordance with Section 3(a) hereof.


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)           Vesting.  Except as otherwise provided in the Plan and
this Agreement, and contingent upon the Participant’s continued services to the
Company, thirty-three and one-third percent (33 1/3 %) of the Restricted Shares
shall vest and become non-forfeitable on the first, second, and third
anniversaries of the Award Date (each such anniversary,

















 


a “Vesting Date”), such that one hundred
percent (100%) of the Restricted Shares shall be vested and non-forfeitable
upon the third anniversary of the Award Date.


(b)           Taxes.  The Participant shall pay to the Company
promptly upon request, and in any event at the time the Participant recognizes
taxable income in respect of the Restricted Stock Award, an amount equal to the
taxes the Company determines it is required to withhold under applicable tax
laws with respect to the Restricted Shares. 
Such payment shall be made in the form of cash.


(c)           Certificates.  As a condition to the receipt of this
Restricted Stock Award, the Participant shall deliver to the Company an escrow
agreement and stock powers, duly endorsed in blank, relating to the Restricted
Shares.  Certificates evidencing the
Restricted Shares shall be issued by the Company and shall be registered in the
Participant’s name on the stock transfer books of the Company promptly after
the date hereof, and shall be deposited, together with the stock powers, with
an escrow agent designated by the Committee, and shall remain in the physical
custody of such escrow agent at all times prior to, in the case of any
particular Restricted Shares, the applicable Vesting Date.


(d)           Effect of Termination of Services.


(i)             Except as provided in
subsections (ii) and (iii) of this Section 3(d), unvested Restricted Shares
shall be forfeited without consideration by the Participant at any time prior
to the applicable Vesting Date upon the Participant’s termination of services
with the Company for any reason.


(ii)           Upon the Participant’s death or
termination by the Company due to Disability, such number, if any, of the
remaining unvested Restricted Shares shall vest on the date of termination of
the Participant’s services to the extent the Restricted Shares would have
become vested and exercisable during the twelve (12) month period immediately
following the date of such termination had the Participant remained in the
service of the Company on the last day of such twelve-month period.


(iii)          Upon the Participant’s termination (a)
by the Company without Cause, or (b) by the Participant for “Good Reason” (as
defined below), any remaining unvested Restricted Shares shall vest on the date
of 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.


 


2

















 


(iv)          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 or 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
Restricted Shares shall continue to vest in accordance with Section 3(a) of
this Agreement as if the Participant had remained employed by the Company.


(e)           Rights as a Stockholder; Dividends.  The Participant shall be the record owner of
the Restricted Shares unless and until such shares are forfeited pursuant to
Section 3(d) hereof or sold or otherwise disposed of, and as record owner shall
be entitled to all rights of a common stockholder of the Company, including,
without limitation, voting rights, if any, with respect to the Restricted
Shares; provided  that any cash or in-kind dividends paid
with respect to unvested Restricted Shares shall be withheld by the Company and
shall be paid to the Participant, without interest, only when, and if, such
Restricted Shares shall become vested. 
As soon as practicable following the vesting of any Restricted Shares,
certificates for such vested Restricted Shares and any cash dividends or
in-kind dividends credited to the Participant’s account with respect to such
Restricted Shares shall be delivered to the Participant or the Participant’s
beneficiary along with the stock powers relating thereto.


(f)            Restrictive Legend.  All certificates representing Restricted
Shares shall have affixed thereto a legend in substantially the following form,
in addition to any other legends that may be required under federal or state
securities laws:


Transfer of this certificate
and the shares represented hereby is restricted pursuant to the terms of the
Las Vegas Sands Corp. 2004 Equity Award Plan and a Restricted Stock Award
Agreement, dated as of _____________, between Las Vegas Sands Corp. and
__________________.  A copy of such Plan
and Agreement is on file at the offices of Las Vegas Sands Corp.


(g)           Transferability.  The Restricted Shares may not, at any time
prior to becoming vested, be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by the Participant and any such purported
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall
be void and unenforceable against the Company; provided that the designation of
a beneficiary shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance.


4.             Miscellaneous.


 


3

















 


(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)           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.


(c)           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.


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


(e)           Modifications.  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.


 


 


4

















 


(f)            GOVERNING LAW; CONSENT TO
JURISDICTION.  THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED 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 THE 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.


(g)           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 IS LITIGATED OR HEARD IN ANY COURT.


(h)           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.


(i)            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.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


	
   

  	
  Las
  Vegas Sands Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Participant]

  
	
   

  	
   

  



 


 


5

















 


Las Vegas
Sands Corp.


2004 EQUITY AWARD PLAN


 


RESTRICTED STOCK AWARD
AGREEMENT


THIS RESTRICTED STOCK
AWARD AGREEMENT (the “Agreement”), is made, effective as of the
____ day of _____________ (hereinafter the “Award Date”), 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 awards of restricted shares of the Company’s Common Stock may
be granted; 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 the restricted stock award provided for herein (the “Restricted
Stock Award”) to the Participant in recognition of the Participant’s
services to the Company, such grant to be subject to the terms set forth
herein.


NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the parties hereto
agree as follows:


1.             Grant
of Restricted Stock Award.  The
Company hereby grants on the Date of Grant to the Participant a Restricted
Stock Award consisting of ____ shares of Common Stock (hereinafter called the “Restricted
Shares”), on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan.  The
Restricted Shares shall vest in accordance with Section 3(a) hereof.


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)           Vesting.  Except as otherwise provided in the Plan and
this Agreement, and contingent upon the Participant’s continued services to the
Company, thirty-three and one-third percent (33 1/3 %) of the Restricted Shares
shall vest and become non-forfeitable on the first, second, and third
anniversaries of the Award Date (each such anniversary,


 

















 


a “Vesting Date”), such that one hundred
percent (100%) of the Restricted Shares shall be vested and non-forfeitable
upon the third anniversary of the Award Date.


(b)           Taxes.  The Participant shall pay to the Company
promptly upon request, and in any event at the time the Participant recognizes
taxable income in respect of the Restricted Stock Award, an amount equal to the
taxes the Company determines it is required to withhold under applicable tax
laws with respect to the Restricted Shares. 
Such payment shall be made in the form of cash.


(c)           Certificates.  As a condition to the receipt of this
Restricted Stock Award, the Participant shall deliver to the Company an escrow
agreement and stock powers, duly endorsed in blank, relating to the Restricted
Shares.  Certificates evidencing the
Restricted Shares shall be issued by the Company and shall be registered in the
Participant’s name on the stock transfer books of the Company promptly after
the date hereof, and shall be deposited, together with the stock powers, with
an escrow agent designated by the Committee, and shall remain in the physical
custody of such escrow agent at all times prior to, in the case of any
particular Restricted Shares, the applicable Vesting Date.


(d)           Effect of Termination of Services.


(i)             Except as provided in
subsections (ii) and (iii) of this Section 3(d), unvested Restricted Shares
shall be forfeited without consideration by the Participant at any time prior
to the applicable Vesting Date upon the Participant’s termination of services
with the Company for any reason.


(ii)           Upon the Participant’s death or
termination by the Company due to Disability, such number, if any, of the
remaining unvested Restricted Shares shall vest on the date of termination of
the Participant’s services to the extent the Restricted Shares would have
become vested and exercisable during the twelve (12) month period immediately
following the date of such termination had the Participant remained in the
service of the Company on the last day of such twelve-month period.


(iii)          Upon the Participant’s termination (a)
by the Company without Cause, or (b) by the Participant for “Good Reason” (as
defined below), any remaining unvested Restricted Shares shall vest on the date
of 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.


 


2

















 


(iv)          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 Restricted Shares shall continue to vest in accordance with
Section 3(a) of this Agreement at the same rate as if Participant had remained
employed by the Company.


(e)           Rights as a Stockholder; Dividends.  The Participant shall be the record owner of
the Restricted Shares unless and until such shares are forfeited pursuant to
Section 3(d) hereof or sold or otherwise disposed of, and as record owner shall
be entitled to all rights of a common stockholder of the Company, including,
without limitation, voting rights, if any, with respect to the Restricted
Shares; provided  that any cash or in-kind dividends paid
with respect to unvested Restricted Shares shall be withheld by the Company and
shall be paid to the Participant, without interest, only when, and if, such
Restricted Shares shall become vested. 
As soon as practicable following the vesting of any Restricted Shares,
certificates for such vested Restricted Shares and any cash dividends or
in-kind dividends credited to the Participant’s account with respect to such
Restricted Shares shall be delivered to the Participant or the Participant’s
beneficiary along with the stock powers relating thereto.


(f)            Restrictive Legend.  All certificates representing Restricted
Shares shall have affixed thereto a legend in substantially the following form,
in addition to any other legends that may be required under federal or state
securities laws:


Transfer of this certificate
and the shares represented hereby is restricted pursuant to the terms of the
Las Vegas Sands Corp. 2004 Equity Award Plan and a Restricted Stock Award
Agreement, dated as of _____________, between Las Vegas Sands Corp. and
__________________.  A copy of such Plan
and Agreement is on file at the offices of Las Vegas Sands Corp.


(g)           Transferability.  The Restricted Shares may not, at any time
prior to becoming vested, be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by the Participant and any such purported
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall
be void and unenforceable against the Company; provided that the designation of
a beneficiary shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance.


4.             Miscellaneous.


 


3

















 


(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)           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.


(c)           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.


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


(e)           Modifications.  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.


 


4

















 


(f)            GOVERNING LAW; CONSENT TO
JURISDICTION.  THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED 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 THE 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.


(g)           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 IS LITIGATED OR HEARD IN ANY COURT.


(h)           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.


(i)            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.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


	
   

  	
  Las
  Vegas Sands Corp.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Participant]

  	
   

  



 


5

















 


Las Vegas Sands Corp.


2004 EQUITY AWARD PLAN


RESTRICTED STOCK AWARD AGREEMENT


THIS RESTRICTED STOCK
AWARD AGREEMENT (the “Agreement”), is made, effective as of the
____ day of _____________ (hereinafter the “Award Date”), 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 awards of restricted shares of the Company’s Common Stock may
be granted; and


WHEREAS, the Board of
Directors of the Company (the “Board”) has determined that it is in the
best interests of the Company and its stockholders to grant the restricted
stock award provided for herein (the “Restricted Stock Award”) to the
Participant in recognition of the Participant’s services to the Company, such
grant to be subject to the terms set forth herein.


NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the parties hereto
agree as follows:


1.             Grant
of Restricted Stock Award.  The
Company hereby grants on the Date of Grant to the Participant a Restricted
Stock Award consisting of ____ shares of Common Stock (hereinafter called the “Restricted
Shares”), on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan.  The
Restricted Shares shall vest in accordance with Section 3(a) hereof.


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)           Vesting.  Except as otherwise provided in the Plan and
this Agreement, and contingent upon the Participant’s continued services to the
Company, one hundred percent (100%) of the Restricted Shares shall


 

















 


vest and become non-forfeitable on the first
anniversary of the Award Date (such anniversary, the “Vesting Date”).


(b)           Taxes.  The Participant shall pay to the Company
promptly upon request, and in any event at the time the Participant recognizes
taxable income in respect of the Restricted Stock Award, an amount equal to the
taxes, if any, the Company determines it is required to withhold under
applicable tax laws with respect to the Restricted Shares.  Such payment shall be made in the form of
cash.


(c)           Certificates.  As a condition to the receipt of this
Restricted Stock Award, the Participant shall deliver to the Company an escrow
agreement and stock powers, duly endorsed in blank, relating to the Restricted
Shares.  Certificates evidencing the
Restricted Shares shall be issued by the Company and shall be registered in the
Participant’s name on the stock transfer books of the Company promptly after
the date hereof, and shall be deposited, together with the stock powers, with
an escrow agent designated by the Board, and shall remain in the physical
custody of such escrow agent at all times prior to, in the case of any
particular Restricted Shares, the applicable Vesting Date.


(d)           Effect of Termination of Services.


(i)            Except as provided in subsections
(ii) of this Section 3(d), unvested Restricted Shares shall be forfeited
without consideration by the Participant at any time prior to the applicable
Vesting Date upon the Participant’s termination of services with the Company
for any reason.


(ii)           Upon the termination of Participant’s
services due to death, any remaining unvested Restricted Shares shall vest on
the date of such termination.


(e)           Rights as a Stockholder; Dividends.  The Participant shall be the record owner of
the Restricted Shares unless and until such shares are forfeited pursuant to
Section 3(d) hereof or sold or otherwise disposed of, and as record owner shall
be entitled to all rights of a common stockholder of the Company, including,
without limitation, voting rights, if any, with respect to the Restricted
Shares; provided  that any cash or in-kind dividends paid
with respect to unvested Restricted Shares shall be withheld by the Company and
shall be paid to the Participant, without interest, only when, and if, such
Restricted Shares shall become vested. 
As soon as practicable following the vesting of any Restricted Shares,
certificates for such vested Restricted Shares and any cash dividends or
in-kind dividends credited to the Participant’s account with respect to such
Restricted Shares shall be delivered to the Participant or the Participant’s
beneficiary along with the stock powers relating thereto.


 


2

















 


(f)            Restrictive Legend.  All certificates representing Restricted
Shares shall have affixed thereto a legend in substantially the following form,
in addition to any other legends that may be required under federal or state
securities laws:


Transfer of this certificate
and the shares represented hereby is restricted pursuant to the terms of the
Las Vegas Sands Corp. 2004 Equity Award Plan and a Restricted Stock Award
Agreement, dated as of _____________, between Las Vegas Sands Corp. and
__________________.  A copy of such Plan
and Agreement is on file at the offices of Las Vegas Sands Corp.


(g)           Transferability.  The Restricted Shares, whether vested or
unvested, may not at any time prior to the termination of the Participant’s
services with the Company, be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by the Participant and any such purported
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall
be void and unenforceable against the Company; provided, that (i) the
designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance and (ii) the Participant
shall be permitted to sell that number of vested Restricted Shares having an
aggregate Fair Market Value equal to the amount of federal, state and local
taxes incurred by the Participant as a result of the vesting of such Restricted
Shares.


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;


 


3

















 


five (5) business days after being deposited
in the mail, postage prepaid, if mailed; and when receipt is mechanically
acknowledged, if telecopied.


(b)           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.


(c)           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.


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


(e)           Modifications.  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.


(f)            GOVERNING LAW; CONSENT TO
JURISDICTION.  THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED 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 THE 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.


(g)           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 IS LITIGATED OR HEARD IN ANY COURT.


 


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(h)           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.


(i)            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.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement.


	
   

  	
  Las
  Vegas Sands Corp.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Participant]

  	
   

  



 


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