Exhibit 10.51





Exhibit 10.51




Las Vegas Sands Corp.

2004 EQUITY AWARD PLAN




NONQUALIFIED STOCK OPTION AGREEMENT




THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), dated as of
_________, 201__ (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 or service 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 delivered in person or by mail in
accordance with Section 4(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 or Services.



(i) Death/Disability. If the Participant’s employment or service 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 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.


 


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(ii) Termination Other than due to Death/Disability or for Cause. If the
Participant’s employment or service 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 or service 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.



(iv) Status as Employee or Consultant. For the sake of clarity, if (A) the
Participant’s relationship with the Company or any Affiliate changes from employee to consultant or
independent contractor, or from consultant or independent contractor to employee, or (B) the
Participant transfers from employment or service with the Company, to employment or service with
any Affiliate of the Company, or vice-versa, or from employment or service with any Affiliate of
the Company to employment or service with any other Affiliate of the Company, or vice-versa, the
Participant shall not be deemed to have terminated employment or service for purposes of this
Agreement.



(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.


 


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(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 Corp.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attn: Office of the 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.



(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.


 


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(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; Effect of Employment Agreement, etc.; Amendment. 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,
negotiations and agreements in respect thereto; provided, however, that if a provision of an
effective employment, services, change in control or other written agreement (including any offer
letter, term sheet or similar written agreement) between the Participant and the Company (or any
Affiliate of the Company) is in conflict with a provision of this Agreement, the provision that is
more favorable to the Participant shall control.  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. 



(h) GOVERNING LAW. 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.



(i) JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY
TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR
HEARD IN ANY COURT.



(j) 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.


 


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(k) 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 as of the day first
written above.



	 	 	 	 	 
	 	 	Las Vegas Sands Corp.
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	 
	 	 	 
	 	 	[type in name of participant]







 


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