Exhibit 10.57





Exhibit 10.57




LAS VEGAS SANDS CORP.

LAS VEGAS SANDS, LLC

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109





November 13, 2010



Michael A. Leven




Re: Continued Employment as President and COO of Las Vegas Sands Corp.




Dear Mike:



This letter agreement (this “Agreement”) sets forth certain terms and conditions
relating to your employment as President and Chief Operating Officer of Las Vegas Sands Corp., a
Nevada corporation (“LVSC”), and Las Vegas Sands, LLC, a Nevada limited liability company
and wholly-owned subsidiary of LVSC (together with LVSC, the “Company”). Capitalized but
undefined terms have the meanings given such terms on Annex A attached hereto.



1. Prior Employment Agreement. Effective as of January 1, 2011 (the “Effective
Date”), the employment agreement between the Company and you, dated as of March 11, 2009 (the
“Employment Agreement”), shall terminate and be of no further force and effect; provided, that you
shall not forfeit your right to any nonqualified stock options to purchase shares of LVSC common
stock, par value $0.001 per share (each, an “Option” and, together, the “Options”),
or shares of restricted stock granted under the 2004 Equity Award Plan (the “Plan”) that
are outstanding as of the Effective Date. Effective as of the Effective Date, except as provided
in the preceding sentence, this Agreement will constitute the entire agreement between the Company
and you with respect to your terms and conditions of employment. For the sake of clarity, your
Options and awards of restricted stock that are outstanding as of the Effective Date are set forth
on Annex B.




2. Employment; Term. The Company shall employ you, during the Term (as defined
below) and subject to the conditions set forth in this Agreement, to serve as the President and
Chief Operating Officer of the Company. You shall report only to the Company’s Chief Executive
Officer and Chairman of the Board of Directors of the Company (the “Board”). The
Company’s other officers (other than its Chief Financial Officer) shall report directly or
indirectly to you. While employed hereunder during the Term, you shall be a member of the Board.
Subject to any earlier termination as provided in accordance with the terms of this Agreement, the
initial term of your employment hereunder will commence on the Effective Date and will expire on
November 12, 2012 (the “Term”).




3. Base Salary; Benefits. 



(a) During the Term, you shall receive a base salary of $3,000,000 per year, payable in
accordance with the usual payroll practices of the Company (the “Base Salary”).



(b) Other than as specifically stated in this Agreement, you shall be provided with
perquisites and employee benefits and reimbursement of business expenses in the same manner and to
the same extent and on the same terms and conditions as are generally made available and provided
by the Company from time to time to the Company’s other similarly situated senior executives. In
addition, during the Term, (i) the Company shall make available to you a jet aircraft in connection
with both business and personal use, including personal use by your spouse, and shall cause such
jet aircraft to be provided with a customary level of staffing and amenities, including without
limitation, catering and communications capabilities, and (ii) the Company shall pay the initiation
fee for a membership for you in a country club of your choice.


 


 









 





4. Annual Bonus. You will be eligible for an annual bonus (“Bonus”) under the
Executive Cash Incentive Plan for each partial and full calendar year of the Term (with a target
Bonus of 100% of Base Salary), subject to the achievement of performance criteria established by
the Compensation Committee of the Board (the “Compensation Committee”). The actual amount
of the Bonus shall be determined by the Compensation Committee in its sole discretion in accordance
with the Company’s Management Incentive Plan in effect at the time of such determination, after
consultation with the Company’s Chief Executive Officer. The Bonus for any year shall be payable
at the same time as annual bonuses are paid to other senior executives of the Company, but no later
than March 15 of the year immediately following the year to which the Bonus relates, subject to
your continued employment on the payment date except (a) for the Bonus for the 2012 calendar year,
which is subject to your continued employment through the end of the Term and (b) as otherwise
provided in Section 6(a).




5. Grant of Shares of Restricted Stock.



(a) On January 1, 2011, you shall be granted 350,000 shares of restricted stock under the Plan
(the “Restricted Stock Award”).



(b) The Restricted Stock Award shall vest in its entirety (and the restrictions on the
restricted shares shall lapse) on November 12, 2012, subject to your continued employment as
President and Chief Operating Officer on that date, except as otherwise provided below. The
Company covenants that on January 1, 2011, without the need for shareholder approval, there will be
350,000 shares of LVSC common stock available under the Plan for the unconditional grant of the
Restricted Stock Award. Except as otherwise provided herein, the Restricted Stock Award shall
otherwise be subject to the terms and conditions of the Plan and the Company’s form of restricted
stock agreement for its senior executives.




6. Termination of Employment.



(a) Prior to the expiration of the Term, if your employment is terminated by the Company
(other than for Cause) or by reason of death or Disability or if you terminate your employment for
Good Reason, you shall be entitled to receive: (i) all accrued and unpaid Base Salary and
bonus(es) through the date of termination; (ii) a lump sum cash payment of 50% of the Base Salary
you would have received had you remained employed through the remainder of the Term; and (iii)
continued participation in the health and welfare benefit plans of the Company during the remainder
of the Term (without giving effect to your termination); provided, however, that
the Company’s obligation to provide benefits under clause (iii) shall cease at the time you and
your covered dependents become eligible for comparable benefits from another employer that do not
exclude any pre-existing condition of you or any covered dependent that was not excluded under the
Company’s health and welfare plans immediately prior to the date of termination.



(b) In addition to the payments provided for in Section 6(a), if (A) your employment
terminates prior to expiration of the Term because the Company terminates your employment for
reasons other than Cause or you terminate your employment for Good Reason, (B) your employment
terminates prior to the expiration of the Term due to your death or Disability, (C) your employment
terminates by reason of expiration of the Term or (D) a Change in Control occurs, then the
Restricted Stock Award shall become immediately fully vested (and the restrictions on the
restricted shares shall lapse).



(c) Notwithstanding any other provision of this Agreement to the contrary, you acknowledge
and agree that any and all payments to which you are entitled under this Section 6 (other than
Section 6(b)(D)) are conditional upon and subject to your (or your estate’s) execution, within 10
days following termination of your employment, of the General Release and Covenant Not to Sue in
the form attached hereto as Exhibit A (which form may be reasonably modified to reflect
changes in the law), and, except as otherwise provided in Section 10, any payments that are subject
to the execution of such General Release and Covenant Not to Sue shall commence to be paid on the
day immediately following expiration of the release revocation period.


 


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7. Licensing and Compliance Requirement. You have filed an application to obtain a
finding of suitability as an officer of the Company (the “License”) with the Nevada State
Gaming Control Board and the Nevada Gaming Commission (collectively, the “Nevada Gaming
Authorities”), pursuant to the provisions of applicable Nevada gaming laws and the regulations
of the Nevada Gaming Commission. You
agree, at the Company’s sole cost and expense, to continue to cooperate with the Nevada Gaming
Authorities at all times in connection with obtaining the License, including but not limited to in
connection with the processing of such application and any investigation thereof undertaken by the
Nevada Gaming Authorities. The Company shall use its best efforts to assist you in obtaining the
License. In the event your application to obtain the License is denied, the Company shall
reasonably pursue any appeal or other form of review permitted by applicable law. In the event
your application to obtain a finding of suitability is rejected by the Nevada Gaming Authorities,
this Agreement shall automatically terminate not later than the time specified by the Nevada Gaming
Authorities, and in such event the Options shall be forfeited and neither the Company nor you shall
have any continuing obligations to the other hereunder.




8. Excise Tax Gross-Up.



(a) If it shall be determined that any amount paid, distributed or treated as paid or
distributed by the Company to or for your benefit (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but determined without regard
to any additional payments required under this Section 8) (a “Payment”) would be subject to
the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by
you with respect to such excise tax (such excise tax, together with any such interest and
penalties, being hereinafter collectively referred to as the “Excise Tax”), then you shall
be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that
after payment by you of all federal, state and local taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up
Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments. The determinations required to be made under this Section 8, including whether and when
a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by a nationally recognized accounting
firm (the “Accounting Firm”) in consultation with reasonable counsel of your choosing,
which shall provide detailed supporting calculations both to the Company and to you within 15
business days of the receipt of notice from you that there has been or may be a Payment, or such
earlier time as is requested by you or the Company. The Accounting Firm shall be appointed jointly
by you and the Company. All fees and expenses of the Accounting Firm and your counsel shall be
borne by the Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be
paid by the Company to you within five days of the receipt of the Accounting Firm’s determination.
Any reasonable determination by the Accounting Firm shall be binding upon you and the Company.



(b) Without limiting the scope of Section 8(a) hereof, you shall notify the Company in writing
of any written claim to you by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after you are informed in writing of such claim and
shall apprise the Company of the nature of such claim and the date on which such claim is requested
to be paid. You shall not pay such claim prior to the expiration of the 30-day period following
the date on which you give such notice to the Company (or such shorter period ending on the date
that any payment of taxes with respect to such claim is required by the Internal Revenue Service).
If the Company notifies you in writing prior to the expiration of such period that it desires to
contest such claim, you shall: (i) give the Company any information reasonably requested by the
Company relating to such claim, (ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney reasonably selected by the
Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim,
and (iv) permit the Company to participate in any proceedings relating to such claim;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold you harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result of such representation
and payment of costs and expenses. Without limitation on the foregoing provisions of this Section
8(b), the Company shall control all proceedings taken in connection with such contest and, at its
sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its sole option, either
direct you to pay the tax claimed and sue for a refund or contest the claim in any permissible
manner, and you agree to prosecute such contest to a
determination before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Company shall determine; provided, however,
that any extension of the statute of limitations relating to payment of taxes for your taxable year
with respect to which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company’s control of the contest shall be limited to whether a
Gross-Up Payment would be payable hereunder and you shall be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.


 


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9. Miscellaneous.



(a) This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Nevada, without reference to its conflict of law provisions.



(b) This Agreement sets forth the entire and final agreement and understanding of the parties
and contains all of the agreements made between the parties with respect to the subject matter
hereof, other than agreements between the parties with respect to your service on the Board through
the date hereof, which shall remain in full force and effect. This Agreement supersedes any and
all other agreements, either oral or in writing, between the parties hereto, with respect to the
subject matter hereof. No change or modification of this Agreement shall be valid unless in
writing and signed by you and the Company (the signatory for the Company shall be a duly authorized
officer of the Company other than you).



(c) This Agreement may be executed in several counterparts, each of which shall be considered
an original, but which when taken together, shall constitute one agreement.



(d) The Company agrees that, if you are made a party, or are threatened to be made a party,
to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a
“Proceeding”), by reason of the fact that you are or were a director, officer, employee,
agent, manager, consultant or representative of the Company or an affiliate or are or were serving
at the request of the Company or an affiliate as a director, officer, member, employee or agent of
another corporation, partnership, joint venture, trust, enterprise or other person, including
service with respect to employee benefit plans, whether or not the basis of such Proceeding is your
alleged action in an official capacity while serving as a director, officer, member, employee or
agent, you shall promptly be indemnified and held harmless by the Company to the fullest extent
legally permitted or authorized by the Company’s certificate of incorporation or bylaws or by
resolutions of the Board.




10. Section 409A.



(a) For purposes of Section 409A, each of the payments that may be made under this Agreement
are designated as separate payments. In addition, for purposes of this Agreement, with respect to
payments of any amounts that are considered to be “deferred compensation” subject to Section 409A,
references to “termination of employment” (and substantially similar phrases) shall be interpreted
and applied in a manner that is consistent with the requirements of Section 409A. It is intended
that the provisions of this Agreement comply with Section 409A, and all provisions of this
Agreement shall be construed and interpreted in a manner consistent with the requirements for
avoiding taxes or penalties under Section 409A. In this regard, the provisions of this Section 10
shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or
interest pursuant to Section 409A. In light of the uncertainty as of the date hereof with respect
to the proper application of Section 409A, the Company and you agree to negotiate in good faith to
make amendments to this Agreement as the parties mutually agree are necessary or desirable to avoid
the imposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, except as
otherwise provided herein, you shall be solely responsible and liable for the satisfaction of all
taxes and penalties that may be imposed on or for your account in connection with this Agreement
(including any taxes and penalties under Section 409A), and neither the Company nor any affiliate
shall have any obligation to indemnify or otherwise hold you (or any beneficiary) harmless from any
or all of such taxes or penalties.



(b) Notwithstanding anything in this Agreement to the contrary, in the event that you are
deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments
that are “deferred compensation” subject to Section 409A that are made by reason of your
“separation from service” within the meaning of Section 409A (other than, for example, solely by
reason of a Change in Control) shall be made to you prior to the date that is six (6) months after
the date of your “separation from service” or, if
earlier, your date of death. Immediately following any applicable six (6) month delay, all
such delayed payments will be paid in a single lump sum. In addition, for a period of six months
following the date of separation from service, to the extent that the Company reasonably determines
that any of the benefit plan coverages described in Section 6 may not be exempt from U.S. federal
income tax, you shall in advance pay to the Company an amount equal to the stated taxable cost of
such coverages for six months. At the end of such six-month period, you shall be entitled to
receive from the Company a reimbursement of the amounts paid by you for such coverages.


 


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(c) To the extent that any reimbursements pursuant to this Agreement are taxable to you, any
such reimbursement payment due to you shall be paid to you as promptly as practicable, and in all
events on or before the last day of your taxable year following the taxable year in which the
related expense was incurred. Any such reimbursements are not subject to liquidation or exchange
for another benefit and the amount of such benefits and reimbursements that you receive in one
taxable year shall not affect the amount of such benefits or reimbursements that you receive in any
other taxable year. Except as permitted under Section 409A, any deferred compensation that is
subject to Section 409A and is payable to or for your benefit under any Company-sponsored plan,
program, agreement or arrangement may not be reduced by, or offset against, any amount owing by you
to the Company.



(d) Any payment by the Company of any Gross-Up Payment provided in Section 8 of this Agreement
will be paid as provided therein but in all events not later than the end of your taxable year next
following your taxable year in which you remit the related taxes.



Please indicate your understanding and acceptance of this Agreement by executing both copies
below, and retaining one fully executed original for your files and returning one fully executed
original to me.



	 	 	 	 	 
	 	Very truly yours,



LAS VEGAS SANDS CORP.

 	 
	 	By:  	/s/Sheldon G. Adelson
 	 
	 	 	Name:  	Sheldon G. Adelson 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	/s/ Sheldon G. Adelson
 	 
	 	 	Name:  	Sheldon G. Adelson 	 
	 	 	Title:  	Chairman of the Board and Treasurer 	 



	 	 	 
	I hereby accept the terms of this
	 	 
	Agreement and agree to abide by the
	 	 
	provisions hereof:
	 	 
	 
	 	 
	/s/ Michael A. Leven
	 	 
	 

Michael A. Leven

	 	 
	 
	 	 
	Date: November 13, 2010
	 	 






Signature Page to Leven Employment Letter Agreement




 


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Annex A




Certain Definitions




“Cause” shall mean that the Board, at a duly noticed meeting, has determined that one
or more of the following events has occurred: (i) (A) your conviction of a felony,
misappropriation of any material funds or material property of the Company or any of its
affiliates, (B) commission of fraud or embezzlement with respect to the Company or any of its
affiliates or (C) any material act of dishonesty relating to your employment by the Company
resulting in direct or indirect personal gain or enrichment at the expense of the Company or any of
its affiliates; (ii) use of alcohol or drugs that renders you materially unable to perform the
functions of your job or carry out your duties to the Company; (iii) a material breach of this
Agreement by you that is likely to cause a material adverse effect on the business of the Company
or any of its affiliates; or (iv) committing any act or acts of serious and bad faith willful
misconduct (including disclosure of confidential information) that is likely to cause a material
adverse effect on the business of the Company or any of its affiliates; provided,
however, that with respect to (ii) or (iii) above, the Company shall have first provided
you with written notice stating with specificity the acts, duties or directives have committed or
failed to observe or perform, and you shall not have corrected the acts or omissions complained of
within thirty (30) days of receipt of such notice.




“Change in Control” shall have the meaning given to that term in the Plan.



“Disability” shall mean that you shall, in the opinion of an independent physician
selected by agreement between the Board and you, become so physically or mentally incapacitated
that you are unable to perform the duties of your employment for an aggregate of 180 days in any
365 day consecutive period or for a continuous period of six (6) consecutive months.



“Good Reason” shall mean (i) a material breach of this Agreement by the Company; (ii)
a reduction in your Base Salary; (iii) a reduction in your target Bonus; (iv) a material change in
the duties and responsibilities of office that would cause your position to have less dignity,
importance or scope than intended on the date of this Agreement as set forth herein; (v) a Change
in Control; or (vi) Sheldon G. Adelson is not serving as Chief Executive Officer of the Company and
Chairman of the Board (unless his current spouse is serving in such capacities); provided,
however, that you may not terminate your employment for Good Reason unless (A) you give
written notice to the Company that Good Reason has occurred and that you have elected to resign,
and (B) the Company has not cured such act or omission prior to the expiration of the thirty (30)
day period after delivery of such notice, in which case, your employment shall terminate thirty
(30) days after delivery of such notice.



“Section 409A” means Section 409A of the Code and the Treasury Regulations promulgated
thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to
time.


 


 









 





Exhibit A




GENERAL RELEASE

AND COVENANT NOT TO SUE





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



Michael A. Leven (“Executive”), on Executive’s own behalf and on behalf of Executive’s
descendants, dependents, heirs, executors and administrators and permitted assigns, past and
present, in consideration for the amounts payable and benefits to be provided to Executive under
that letter agreement dated as of November 13, 2010 (the “Agreement”) by and among
Executive, Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and Las Vegas Sands, LLC,
a Nevada limited liability company and wholly-owned subsidiary of LVSC (together with LVSC, the
“Company”), does hereby covenant not to sue or pursue any litigation against, and waives,
releases and discharges the Company, its assigns, affiliates, subsidiaries, parents, predecessors
and successors, and the past and present shareholders, employees, officers, directors,
representatives and agents of any of them (collectively, the “Company Group”), from any and
all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever,
of any and every kind and description, whether known or unknown, accrued or not accrued, that
Executive ever had, now has or shall or may have or assert as of the date of this General Release
and Covenant Not to Sue against the Company Group relating to his employment with the Company or
the termination thereof or his service as an officer or director of any subsidiary or affiliate of
the Company or the termination of such service, including, without limiting the generality of the
foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action
related to employment or termination of employment or that arise out of or relate in any way to the
Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination
on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans
With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement
Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all
as amended, and other Federal, state and local laws relating to discrimination on the basis of age,
sex or other protected class, all claims under Federal, state or local laws for express or implied
breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress,
and any related claims for attorneys’ fees and costs (collectively, “Claims”);
provided, however, that nothing herein shall release the Company from any of its
obligations to Executive under the Agreement (including, without limitation, its obligation to pay
the amounts and provide the benefits upon which this General Release and Covenant Not to Sue is
conditioned) or any rights Executive may have to indemnification under any charter or by-laws (or
similar documents) of any member of the Company Group or any insurance coverage or other benefits
under any directors and officers insurance or similar policies or benefit plans.



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



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


 


 









 





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



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



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



IN WITNESS WHEREOF, the undersigned has caused this General Release and Covenant Not to Sue to
be executed on this                      day of                     ,
_____.



	 	 	 	 	 
	 

	 	EXECUTIVE	 	 
	 
	 	 	 	 
	 

	 	 

Michael A. Leven
	 	 





 


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Annex “B”




Outstanding Incentive Awards




Non-Qualified Stock Options




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Expiration	 	 	Options	 	 	Option	 	 	Options	 	 	Options	 	 	Options	 	 	Options	 
	Grant Date	 	Date	 	 	Issued	 	 	Price	 	 	Vested	 	 	Unvested	 	 	Exercised	 	 	Exercisable	 
	12/15/2004
	 	 	12/15/2004	 	 	 	8,349	 	 	$	29.00	 	 	 	8,349	 	 	 	0	 	 	 	0	 	 	 	8,349	 
	12/17/2007
	 	 	12/17/2007	 	 	 	10,000	 	 	$	115.39	 	 	 	4,000	 	 	 	6,000	 	 	 	0	 	 	 	4,000	 
	3/11/2009
	 	 	3/11/2014	 	 	 	750,000	 	 	$	1.55	 	 	 	750,000	 	 	 	0	 	 	 	450,000	 	 	 	300,000	 
	3/11/2009
	 	 	3/11/2014	 	 	 	2,250,000	 	 	$	1.55	 	 	 	0	 	 	 	2,250,000	 	 	 	0	 	 	 	0	 
	1/1/2010
	 	 	3/11/2014	 	 	 	250,000	 	 	$	14.94	 	 	 	250,000	 	 	 	 	 	 	 	0	 	 	 	250,000	 
	1/1/2010
	 	 	3/11/2014	 	 	 	750,000	 	 	$	14.94	 	 	 	0	 	 	 	750,000	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals
	 	 	 	 	 	 	4,018,349	 	 	 	 	 	 	 	1,012,349	 	 	 	3,006,000	 	 	 	450,000	 	 	 	562,349	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Restricted Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Shares	 	 	Shares	 	 	Shares	 
	Grant Date	 	Issued	 	 	Vested	 	 	Unvested	 
	6/9/2005
	 	 	1,348	 	 	 	1,348	 	 	 	0	 
	6/7/2006
	 	 	734	 	 	 	734	 	 	 	0	 
	6/7/2007
	 	 	636	 	 	 	636	 	 	 	0	 
	6/5/2008
	 	 	779	 	 	 	779	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 
	Totals
	 	 	3,497	 	 	 	3,497	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 







 


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