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 1.5 “Code” shall mean the Internal Revenue Code of 1986, as amended.  1.6 “Confidential Information” shall mean all material private, personal,confidential or proprietary information, tangible or intangible, owned by orpertaining to the Company or its Affiliates, which information was learned or acquiredby the Executive as a result of the employment relationship with the Company;provided, however, that “Confidential Information” shall not includeinformation or data: (i) generally publicly known, (ii) learned by the Executive fromthird persons with a legal right to disclose such information or (iii) discovered bythe Executive through means entirely independent from and in no way arising from thedisclosure to the Executive by the Company.  1.7 “Disability” shall mean that the Executive shall, in the opinion ofan independent physician selected by agreement between the Company and the Executive,become so physically or mentally incapacitated that he is unable to perform the dutiesof his employment for an aggregate of 180 days in any 365 day consecutive period orfor a continuous period of six (6) consecutive months.  1.8 “Term” shall mean the Initial Term together with any Renewal Term, asspecified in Section 2.2.  1.9 “Option Shares” shall have the meaning set forth in Section 6.  1.10 “Trade Secrets” shall mean the Company’s and/or its Affiliates’“trade secrets” as such term is defined in the Uniform Trade Secrets Act, aspromulgated generally in the United States of America.2. **Term, Positions and Duties****.** 2.1 Employment Accepted. The Company hereby employs the Executive, andthe Executive hereby accepts employment with the Company, for the Term, in theposition and with the duties and responsibilities set forth in Section 2.3 or in suchother position as reasonably assigned by the President and Chief Operating Officer ofthe Company, and upon such other terms and conditions as are hereinafter stated.  2.2 Term. Subject to any early termination as provided in accordancewith the terms of this Agreement, the term of employment shall be considered ascommencing on the Effective Date of this Agreement and shall terminate at the close ofbusiness on December 31, 2011 (the “Initial Term”), and shall renew automaticallythereafter for successive terms of one year each (each, a “Renewal Term”), unless, notlater than 90 days prior to the expiration of the Initial Term or any Renewal Term,either Party shall provide written notice to the other Party of its or his desire notto extend the Initial Term or any Renewal Term.  2.3 Duties and Responsibilities. During the Term, the Executive shall beemployed as “Chief Financial Officer” with the Company and shall report directly tothe President and Chief Operating Officer. The Executive shall be responsible for andshall have such powers, duties and responsibilities as are generally associated withhis offices, as the same may be modified and/or assigned to the Executive from time totime by the President and Chief Operating Officer, and subject to
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   the supervision, direction and control of the President and Chief Operating Officerand the Board of Directors of the Company.  2.4 Licensing and Compliance Requirement. The Executive shall file anapplication 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 ofapplicable Nevada gaming laws and the regulations of the Nevada Gaming Commission. TheExecutive agrees, at the Company’s sole cost and expense, to cooperate with the NevadaGaming Authorities at all times, including but not limited to in connection with theprocessing of such application and any investigation thereof undertaken by the NevadaGaming Authorities. In the event the Executive’s application to obtain a finding ofsuitability is rejected by the Nevada Gaming Authorities, this agreement shallautomatically terminate within sixty (60) days from the date of such rejection. Suchtermination hereunder shall be considered a Termination Without Cause pursuant to theprovisions of Section 8.2.  2.5 Performance. The Executive hereby accepts the employment describedherein under the terms and conditions set forth in this Agreement. The Executivecovenants and agrees that during the Term, he will faithfully and diligently performthe duties of his employment, devoting his full business and professional time,attention, energy, experience and ability to promote the business interests of theCompany. The Executive further agrees that during the period of his employment withthe Company, he will not engage in any other employment, occupation, consultation orbusiness or professional pursuits whatsoever unless the Company’s President and ChiefOperating Officer shall consent thereto in writing; provided, however, that theforegoing shall not preclude the Executive from engaging in civic, charitable, orreligious activities or from devoting a reasonable amount of time to privateinvestments that do not unreasonably interfere or conflict with the performance of theExecutive’s duties under this Agreement.  2.6 Policies and Procedures. In addition to the terms herein, theExecutive agrees to be bound by the Company’s policies and procedures as such may beamended by the Company from time to time. In the event the terms in this Agreementconflict with the Company’s policies and procedures, the terms herein shall takeprecedence.3. **Base Salary**. During the Term, the Executive shall be entitled to receive an annualbase salary of Nine Hundred Thousand Dollars ($900,000) payable in equal bi-monthlyinstallments or as otherwise in accordance with the regular payroll of the Company. The basesalary as then in effect shall be increased effective January 1, 2010, and January 1, 2011, ineach case by a minimum of four percent (4%). 4. **Intentionally Omitted**. **5.** **Annual Bonus**. The Executive shall be eligible to receive an annual cash bonus. Theamount and payment of any bonus shall be based on the achievement of performance objectivesthat shall be reasonably determined annually by the Company; provided, that the amount of anysuch bonus shall not be more than 100% of Base Salary per year
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  absent a determination of unusual circumstances or exceptional performance, at theCompany’s sole discretion. Additionally, the Executive shall not have any enforceableright to receive any bonus except for such bonuses as are formally approved by the Company.Any bonus payable pursuant to this Section 5 shall be paid by the end of the firstcalendar quarter of the year following the year to which the bonus relates. Upontermination of the Executive’s employment for any reason whatsoever, the Company shall haveno obligation to pay the Executive any bonus, except to the extent provided elsewhere inthis Agreement. 6. **Stock Options**. The Executive shall be eligible to receive equity awards under theCompany’s 2004 Equity Award Plan (the “Plan”). Management will recommend that theCompensation Committee of the Company’s Board of Directors, which administers the Plan,approve a one-time award of non-qualified options to purchase one hundred thousand (100,000)shares of the Company’s common stock (the “Option Shares”) to vest as follows: **•** one third of the Option Shares (33,333 shares) shall become vested andexercisable as follows: (i) 15% of such third of the Option Shares (5,000shares) on the first anniversary of the Date of Grant; (ii) 22.5% of suchthird of the Option Shares (7,500 shares) on the second anniversary of theDate of Grant; (iii) 27.5% of such third of the Option Shares (9,166shares) on the third anniversary of the Date of Grant; and (iv) 35% ofsuch third of the Option Shares (11,667 shares) on the fourth anniversaryof the Date of Grant;  **•** one third of the Option Shares (33,333 shares) shall become vested andexercisable as follows: (i) 15% of such third of the Option Shares (5,000shares) on the second anniversary of the Date of Grant; (ii) 22.5% of suchthird of the Option Shares (7,500 shares) on the third anniversary of theDate of Grant; (iii) 27.5% of such third of the Option Shares (9,166shares) on the fourth anniversary of the Date of Grant; and (iv) 35% ofsuch third of the Option Shares (11,667 shares) on the fifth anniversaryof the Date of Grant; and  **•** one third of the Option Shares (33,334 shares) shall become vested andexercisable as follows: (i) 15% of such third of the Option Shares (5,000shares) on the third anniversary of the Date of Grant; (ii) 22.5% of suchthird of the Option Shares (7,500 shares) on the fourth anniversary of theDate of Grant; (iii) 27.5% of such third of the Option Shares (9,166shares) on the fifth anniversary of the Date of Grant; and (iv) 35% ofsuch third of the Option Shares (11,668 shares) on the sixth anniversaryof the Date of Grant.   The exercise price of the Option Shares described above will be equal to the FairMarket Value (as defined in the Plan) of the Company’s common stock on the Date ofGrant (as defined in the Plan), and the Date of Grant will be the first day ofJanuary, 2009. The additional terms of any option award will be governed by theterms of an option agreement to be provided to Employee upon the grant of theoptions and the terms of the Plan.
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   Employee may become eligible to receive additional stock options or other equitybased compensation in such amounts and upon such terms as the Company may decide inits own discretion, it being expressly understood and agreed that this paragraphdoes not create any obligation on the part of the Company to grant any such optionsor equity. 7. **Employment Benefit Programs**.  7.1 Benefit Plans. During the Term, the Executive shall be entitled toparticipate in any fringe group health, medical, dental, hospitalization, life,accident insurance or other welfare plans, and any tax-qualified pension,tax-qualified profit sharing or tax-qualified retirement plans, which may be placed ineffect or maintained by the Company during the Term hereof for the benefit of itsemployees generally, or for its senior executives subject to all restrictions andlimitations contained in such plans or established by governmental regulation. Inaddition to the foregoing, the Executive shall be entitled to participate in suchexecutive retirement and capital accumulation plans as may be established, sponsoredor maintained by the Company and in effect from time to time for the benefit of itssenior executives, including without limitation, any nonqualified supplementalexecutive retirement plan or deferred compensation plan.  7.2 Permitted Leave. The Executive shall be entitled to vacations andholidays as provided in the Company’s vacation, holiday or flex day policies as ineffect from time to time, but no less than the following: four (4) weeks of paidvacation leave per year at such times as may be requested by the Executive andapproved by the Company. No more than three (3) weeks of vacation shall be takenconsecutively. Up to two (2) weeks of vacation may be carried over to the followingyear (but not to the next). The Executive shall also be entitled to the same sicktime, leaves of absence, and other time-off to which all other employees of theCompany are entitled, and in accordance with the rules and regulations applicable toall other employees of the Company.8. **Termination**. 8.1 Termination by the Company for Cause. In the event the Companyterminates the Executive’s employment for Cause after the applicable cure period, theExecutive shall be entitled to: (a) Base Salary at the rate in effect at the time of thetermination through the date of termination of employment;  (b) Reimbursement for expenses incurred, but not paid prior tosuch termination of employment, subject to the receipt of supportinginformation by the Company; and  (c) Such rights to other compensation and benefits as may beprovided in applicable plans and programs of the Company, according to theterms and conditions of such plans and programs.   The exercise and termination of the Executive’s stock options referred to inSection 6 and any other option grants to the Executive awarded pursuant to
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   option agreements that are dated during the Term (and any extensions of the Term)shall be governed by the Plan and the Executive’s option agreements issued pursuantto the Plan. 8.2 Termination by the Company Without Cause or By the Executive for GoodReason. In the event that the Company terminates the Executive’s employmentwithout Cause or the Executive terminates his employment for Good Reason, theExecutive shall thereupon be entitled to: (a) Continuation of the Base Salary, payable in bi-monthlyinstallments or otherwise in accord with the Company’s policies andprocedures, for the Applicable Period (the “Salary Continuation”) in additionto the payment of the pro-rated portion of the Annual Bonus Employee wouldhave earned during the year this Agreement was terminated; provided,however, that if the Executive obtains replacement employment whetheras an employee or as a consultant and compensation is earned or accrued withinthe Applicable Period (“Offsetting Compensation”), the Salary Continuationshall be reduced by the amount of the Offsetting Compensation;provided, further, that in the event the Executive terminateshis employment for Good Reason pursuant to Section 8.3(1)(b) of thisAgreement, (i) the Applicable Period shall be deemed to be equal to 12 monthsfollowing termination of employment and (ii) the Salary Continuation shall notbe reduced by any Offsetting Compensation .  (b) Reimbursement for reasonable expenses incurred, but not paidprior to such termination of employment, subject to the receipt of supportinginformation by the Company.  (c) Continued participation in the health and welfare benefitplans of the Company described in Section 7.1 for the Executive and his spouseand dependents, if any, during the Applicable Period; provided,however, that in the event the Executive terminates his employment forGood Reason pursuant to Section 8.3(1)(b) of this Agreement, (i) theApplicable Period shall be deemed to be equal to 12 months followingtermination of employment and (ii) the Salary Continuation shall not bereduced by any Offsetting Compensation.   The exercise and termination of the Executive’s stock options referred to inSection 6 and any other option grants awarded to the Executive pursuant to optionagreements that are dated during the Term (and any extensions of the Term) shall begoverned by the Plan and the Executive’s option agreements issued pursuant to thePlan.    Notwithstanding anything in this Section 8.2 to the contrary, in the event that theExecutive is deemed to be a “specified employee” within the meaning of Section409A(a)(2)(B)(i) of the Code, no payment described in this Section 8.2 that is“deferred compensation” subject to Section 409A of the Code and the regulations andguidance issued thereunder (“Section 409A”) shall be made to the Executiveprior to the date that is six (6) months after the date of the Executive’s“separation from service” (as defined in Section 409A) or, if earlier, the
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   Executive’s date of death. In such event, all payments subject to the six (6)month delay will be paid in a single lump sum on the earliest permissible paymentdate. 8.3 Termination By the Executive For Good Reason. The Executive mayterminate this Agreement and his employment hereunder during the Term for Good Reason(as such term is defined below), on the terms and in the manner set forth in thisAgreement. (1) “Good Reason” shall mean any of the following:(a) (i) a material breach of this Agreement by the Company; (ii) areduction in the Executive’s Base Salary; or (iii) a material change inthe duties and responsibilities of office that would cause the Executive’sposition to have less dignity, importance or scope than intended at theEffective Date as set forth herein; provided, however,that “Good Reason” shall not be deemed to occur solely as a result of atransaction in which the Company becomes a subsidiary of another company,so long as the Executive’s duties and responsibilities of office are notmaterially changed as they relate solely to the Company;(b) The Executive discovers or the Company announces a “change ofcontrol”, which, for purposes of this Agreement, is defined as Sheldon G.Adelson and the estate planning trusts of Sheldon G. Adelson currentlyidentified in the most recent filing with the Securities and ExchangeCommission (“SEC”) (including any amendments, revisions, conversions,substitutions or otherwise of such trusts) control less than 50% of thevoting equity of the Company; provided that a “change of control” ceasesto constitute Good Reason unless the Executive gives notice to the Companythat he is terminating his employment with the Company due to the “changeof control” within 30 days after the first filing is made with theSecurities and Exchange Commission by which the fact of such “change ofcontrol” could be determined. For purpose of the preceding sentence, theExecutive shall be considered to have determined the existence of a“change of control” on the date of the SEC filing if the filing announcesa transaction that has occurred or on the date that a prospectivetransaction closes. (2) If the Executive determines that Good Reason exists fortermination of this Agreement and his employment with the Company for any ofthe reasons described in Section 8.3(1)(a) above, the Executive shall providethe Company with written notice of his intention to terminate his employment.Such notice shall include a reasonably detailed description of the allegedgrounds for termination. The Company shall have 30 business days from thedate of its receipt of such notice within which to cure the alleged groundsfor termination. 8.4 **I****ntentionally Omitted.**
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 8.5 Termination due to the Executive’s Death or Disability.(a) Death. In the case of a termination of this Agreement and theExecutive’s employment hereunder due to the Executive’s death, the Executive’sestate shall be entitled to receive:(i) Continuation of the Base Salary payable in bi-monthly installments orotherwise in accord with the Company’s policies and procedures for 12months following termination of employment.(ii) Reimbursement for reasonable expenses incurred, but not paid prior tosuch termination of employment, subject to the receipt of supportinginformation by the Company.(iii) Continued vesting of all stock option awards in accordance withtheir terms for 12 months following termination of employment so that allsuch awards continue to vest as if the Executive had remained employed bythe Company during the 12 month period following termination ofemployment.(iv) Continued participation in the health and welfare benefit plans ofthe Company described in Section 7.1 for the Executive and his spouse anddependents, if any, during the 12 month period following termination ofemployment.(b) Disability. In the case of a termination of this Agreement and theExecutive’s employment hereunder due to the Executive’s Disability, the Executiveshall be entitled to receive:(i) Continuation of the Base Salary payable in bi-monthly installments orotherwise in accord with the Company’s policies and procedures for 12months following termination of employment.(ii) Reimbursement for reasonable expenses incurred, but not paid prior tosuch termination of employment, subject to the receipt of supportinginformation by the Company.(iii) Continued vesting of all stock option awards in accordance withtheir terms for 12 months following termination of employment so that allsuch awards continue to vest as if the Executive had remained employed bythe Company during the 12 month period following termination ofemployment.(iv) Continued participation in the health and welfare benefit plans ofthe Company described in Section 7.1 for the Executive and his spouse anddependents, if any, during the 12 month period following termination ofemployment.     (v) Notwithstanding anything in this Section 8.5(b) to the contrary, in theevent that the Executive is deemed to be a “specified employee” within the meaningof Section 409A(a)(2)(B)(i) of the Code and the Executive is not
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“disabled” within the meaning of Section 409A(a)(2)(C), no payment described inthis Section 8.5(b) that is “deferred compensation” subject to Section 409A shallbe made to the Executive prior to the date that is six (6) months after the date ofthe Executive’s “separation from service” (as defined in Section 409A) or, ifearlier, the Executive’s date of death. In such event, all payments subject to thesix (6) month delay will be paid in a single lump sum on the earliest permissiblepayment date. 8.6 Health and Welfare Benefit Equivalents. To the extent that thehealth and welfare benefits provided for in Section 8 are not permissible aftertermination of employment under the terms of the benefit plans of the Company then ineffect (and cannot be provided through the Company’s paying the applicable premium forthe Executive and/or his spouse and dependents, if any, under COBRA), the Companyshall pay to the Executive or his estate, as applicable, such amount as is necessaryto provide the Executive and/or his spouse and dependents, if any, after tax, with anamount equal to the cost of acquiring, for the Executive and his spouse anddependents, if any, on a non-group basis, for the required period, those health andother welfare benefits that would otherwise be lost to the Executive and his spouseand dependents, if any, as a result of the Executive’s termination.  8.7 Release. Notwithstanding any other provision of this Agreement tothe contrary, the Executive acknowledges and agrees that any and all payments to whichthe Executive is entitled under this Section 8 are conditional upon and subject tothe Executive’s execution, within 60 days following termination of his employment, ofthe General Release and Covenant Not to Sue in the form attached hereto as ExhibitA (which form may be reasonably modified to reflect changes in the law), of allclaims the Executive may have against the Company, its Affiliates and their respectivedirectors, officers and employees, except as to matters covered by provisions of thisAgreement that expressly survive the termination of this Agreement.9. **Restrictive Covenant and Covenants not to Engage in Certain Other Acts**. 9.1 Restrictive Covenant. The Executive acknowledges and recognizes thehighly competitive nature of the businesses of the Company and its subsidiaries andAffiliates and accordingly agrees as follows:(a) During the Term and for a period equal to one (1) year from the date oftermination of employment, the Executive shall not, directly, either as principal,employee, partner, officer or director, own, manage, operate, control or otherwiseengage in, any casino hotel in (i) Clark County, Nevada (including, withoutlimitation, the City of Las Vegas), (ii) the Macau Special Administrative Region ofThe People’s Republic of China or the Republic of Singapore, (iii) Bethlehem,Pennsylvania or (iv) any other location in which the Company or any of itsAffiliates is doing business or has made substantial plans to commence doingbusiness, in each case at the time of the Executive’s termination. 9.2 Non-solicitation. In addition to, and not in limitation of, theprovisions of Section 9.1, the Executive agrees, for the benefit of the Company andits Affiliates, that during the Term and for the period commencing on the date of the
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   Executive’s termination and ending on the second anniversary of such date oftermination,the Executive shall not, directly, either as principal,employee, partner, officer or director, on behalf of the Executive or any otherperson or entity other than the Company or its Affiliates, (i) solicit or induce,or attempt to solicit or induce, directly or indirectly, any person who is, orduring the six months prior to the termination of the Executive’s employment withthe Company was, an employee or agent of, or consultant to, the Company or any ofits Affiliates to terminate its, his or her relationship therewith, or (ii) hire orengage any person who is, or during the six months prior to the termination of theExecutive’s employment with the Company was, an employee, agent of or consultant tothe Company or any of its Affiliates. 9.3 General. The Executive understands that the provisions of thisSection 9 may limit his ability to earn a livelihood in a business similar to thebusiness of the Company but he nevertheless agrees and hereby acknowledges that(i) such provisions do not impose a greater restraint than is necessary to protect thegoodwill or other business interests of the Company and its Affiliates, (ii) suchprovisions contain reasonable limitations as to time and scope of activity to berestrained, (iii) such provisions are not harmful to the general public, (iv) suchprovisions are not unduly burdensome to the Executive, and (v) the considerationprovided hereunder is sufficient to compensate the Executive for the restrictionscontained in this Section 9. In consideration of the foregoing and in light of theExecutive’s education, skills and abilities, the Executive agrees that he shall notassert that, and it should not be considered that, any provisions of Section 9otherwise are void, voidable or unenforceable or should be voided or heldunenforceable.    It is expressly understood and agreed that although the Executive and the Companyconsider the restrictions contained in this Section 9 to be reasonable, if ajudicial determination is made by a court of competent jurisdiction that the timeor territory or any other restriction contained in this Agreement is anunenforceable restriction against the Executive, the provisions of this Agreementshall not be rendered void but shall be deemed amended to apply as to such maximumtime and territory and to such maximum extent as such court may judiciallydetermine or indicate to be enforceable. Alternatively, if any court of competentjurisdiction finds that any restriction contained in this Agreement isunenforceable, and such restriction cannot be amended so as to make it enforceable,such finding shall not affect the enforceability of any of the other restrictionscontained herein.    In the event that the Executive violates any of the restrictive covenants set forthin Sections 9.1 or 9.2, in addition to any other remedy which may be available(i) at law or in equity, (ii) pursuant to any other provision of this Agreement or(iii) pursuant to any applicable equity award agreement, all outstanding stockoptions to purchase shares of the Company’s common stock and other unvested equityawards granted to the Executive shall be automatically forfeited effective as ofthe date on which such violation first occurs.  9.4 Waiver. Notwithstanding anything to the contrary in this Section 9,in the event of a termination by the Company without Cause or by the Executive forGood Reason, and the Executive waives all right to payments and other compensation
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   under this Agreement with respect to the Salary Continuation or any part ofthereof, then the restrictive covenant of this Section 9 shall be inapplicable tothe Executive with respect to the period for which compensation is so waived. 9.5 Survival. The Executive agrees that the provisions of thisSection 9 shall survive the termination of this Agreement and the termination of theExecutive’s employment, provided that the restrictive covenants in this Section 9shall not apply to termination of employment due to expiration of the Term in Section2.2.  9.6 Covenants to Protect Confidential Information: (a) Non-Disclosure. Both during and after theemployment, the Executive agrees to hold confidential all ConfidentialInformation learned or acquired by the Executive and will take all actionnecessary to preserve that confidentiality. The Executive represents andcovenants that the Executive shall treat any Confidential Informationdisclosed to, or learned by, the Executive as fiduciary agent of the Company,recognizing that the Company only made the Confidential Information accessibleto the Executive by reason of the special trust and confidence which theCompany placed in the Executive. The Executive shall not disclose,disseminate, transmit, publish, distribute, make available or otherwise conveyany of the Company’s or any of its Affiliates’ Trade Secrets to any personexcept directors, officers and executives of the Company that in theExecutive’s actual and reasonable knowledge are entitled and authorized toview such Trade Secrets and who need to know such Trade Secrets in order toconduct bona fide activities on behalf of the Company.  (b) Without the prior written approval of duly authorizedrepresentatives of the Company or any of its Affiliates, which the Company orany of its Affiliates may in their discretion withhold, the Executive agreesthat, during the term of this Agreement or at any time thereafter, theExecutive shall keep confidential and shall not directly or indirectlydisclose, reveal, publish, exploit or otherwise make use of the ConfidentialInformation in any manner whatsoever including, but not limited to,interviews, articles, accounts, books, plays, movies, and documentaries,whether non-fiction or fictional.  (c) Security Measures. While in possession or control ofConfidential Information, or any media embodying same, the Executive shalltake reasonable efforts to keep such Confidential Information reasonablyinaccessible from persons not otherwise authorized to view the ConfidentialInformation.  (d) Forced Disclosure. If the Executive is requested orrequired (by oral questions, interrogatories, requests for information ordocuments in legal proceedings, subpoena, civil investigative demand or othersimilar process) to disclose any of the Confidential Information, theExecutive shall provide an officer of the Company with prompt written noticeof such request or requirement so that the Company may seek a protective
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   order or other appropriate remedy and/or waive compliance with theprovisions of this Agreement. (e) Ownership. Notwithstanding any other provision ofthis Agreement, the Executive hereby acknowledges that the Company owns theexclusive right, title and interest in and to the Confidential Information andthe intellectual property embodied in, relating to, based upon or arising fromConfidential Information.  (f) Return of Materials. When the Executive’s employmentwith the Company ends, the Executive shall return to the Company all content,in whatever media, owned by the Company, including, without limitation, allConfidential Information, papers, drawings, notes, memoranda, manuals,specifications, designs, devices, code, e-mail, documents, diskettes, tapesand any other material. The Executive shall also return any keys, accesscards, cell phones, computers, identification cards and other property andequipment belonging to the Company and/or its Affiliates. All data andinformation stored on or transmitted using the Company owned or leasedequipment is the property of the Company. 9.7 Cooperation. At any time following the effective date of terminationof this Agreement, the Executive shall reasonably cooperate with the Company in anylitigation or administrative proceedings involving any matters with which theExecutive was involved during his employment by the Company. The Company shallreimburse the Executive for reasonable costs, fees and expenses, if any, incurred inproviding such assistance.10. **Equitable Relief****.**The Executive acknowledges that the breach of Section 9 of thisAgreement by the Executive will cause irreparable injury to the Company and/or its Affiliateswhich could not be adequately compensated in money damages and shall entitle the Companyand/or its Affiliates to all equitable remedies, including without limitation injunctiverelief, specific performance and restraining orders. Equitable relief shall be in addition toall other remedies available to the Company. 11. **Acknowledgement****.** 11.1 The Executive certifies that the Executive has fully read and understands theterms, nature and effect of this Agreement. In executing this Agreement, theExecutive does not rely on any inducements, promises or representations by the Companyor any person other than the terms and conditions of this Agreement.  11.2 The Executive warrants and represents that the Executive does not know of anyrestriction or agreement to which the Executive is bound which arguably conflicts withthe execution of this Agreement or the employment hereunder.12. **Controlled Substance and Alcohol Screening.** Throughout the term of this Agreement,the Executive must abide by the Company’s controlled substance and alcohol policy as adoptedfrom time to time. The Executive acknowledges and agrees that these policies may includerequirements that the Executive submit to testing for controlled substances or alcohol on thebasis of reasonable suspicion in accordance with the Company’s controlled substance or alcoholpolicies.
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 12.1 The Executive agrees that failure to consent or cooperate in testing forcontrolled substances or alcohol or positive results from such testing may be thesubject of disciplinary action up to and including termination.  12.2 The Executive agrees that testing for controlled substance or alcohol mayinclude taking and testing of the Executive’s urine, blood or hair.  12.3 The Executive shall hold the Company and its Affiliates and each of theirrespective officers, directors, employees, agents and shareholders harmless from anyand all claims, demands or liability arising from testing for controlled substances oralcohol and from any disciplinary action resulting from such proposed or actualtesting.13. **Intentionally Omitted****.** 14. **Entire Agreement**. This Agreement contains the entire agreement between the Partiesconcerning the subject matter hereof and supersedes all prior agreements, understandings,discussions, negotiations and undertakings, whether written or oral, between the Parties withrespect thereto. 15. **Assignability; Binding Nature**. This Agreement shall be binding upon and inure tothe benefit of the Parties and their respective successors, heirs and assigns. No rights orobligations of the Parties may be assigned except that such rights or obligations may beassigned or transferred pursuant to a merger or consolidation in which the Company is not thecontinuing entity, or the sale or liquidation of all or substantially all of the assets of theCompany, provided that the assignee or transferee is the successor to all or substantially allof the assets of the Company and such assignee or transferee assumes the liabilities,obligations and duties of the Company, as contained in this Agreement, either contractually oras a matter of law. The Company may also assign this Agreement to an Affiliate at its solediscretion. 16. **Amendment**. No provision in this Agreement may be amended, changed or modified unlesssuch amendment, change or modification is agreed to in writing. 17. **Construction****.**The terms and conditions of this Agreement shall be construed as awhole according to its fair meaning and not strictly for or against any Party. The Partiesacknowledge that each of them has reviewed this Agreement and has had the opportunity to haveit reviewed by their attorneys and that any rule of construction to the effect thatambiguities are to be resolved against the drafting Party shall not apply in theinterpretation of this Agreement. 18. **Waiver****.**Neither the failure nor any delay on the part of any Party to exercise anyright, remedy, power or privilege under this Agreement shall operate as a waiver of thatright, remedy, power or privilege. No provision in this Agreement may be waived unless suchwaiver is agreed to in writing. 19. **Partial Invalidity**. If any provision or provisions of this Agreement shall be heldto be invalid, illegal, or unenforceable for any reason whatsoever:
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 a) The validity, legality, and unenforceability of the remainingprovisions of this Agreement (including, without limitation, each portion ofany section of this Agreement containing any such provision held to beinvalid, illegal or unenforceable) shall not in any way be affected orimpaired thereby; and  b) To the fullest extent possible, the provisions of thisAgreement (including, without limitation, each portion of any section of thisAgreement containing any such provision held to be invalid, illegal, orunenforceable) shall be construed so as to give maximum possible effect to theintent manifested by the provision held invalid, illegal, or unenforceable.20. **Notices**. All notices, consents, or other communications provided for hereunder,including without limitation notices of default, termination of this Agreement and readinessfor inspection of portions of the employment, shall be deemed effective (i) on the date whenhand-delivered; (ii) on the date when forwarded by confirmed facsimile transmission; or (iii)upon receipt of certified mail, return receipt requested and postage prepaid. All noticesshall be addressed to the Parties at their respective addresses set forth below:   As to the Company: Las Vegas Sands Corp.  Attn: Chief Executive Officer  3355 Las Vegas Boulevard South  Las Vegas, NV 89109   With copy to: Las Vegas Sands Corp.  Attn: Office of the General Counsel  3355 Las Vegas Boulevard South  Las Vegas, NV 89109   As to the Executive: Kenneth J. Kay  c/o Las Vegas Sands Corp.  3355 Las Vegas Boulevard South  Las Vegas, NV 89109   With copy to: Kenneth J. Kay  at the last known address in the Company’s records21. **Governing Law**. This Agreement shall be governed by and construed and interpreted inaccordance with the laws of Nevada without reference to the principles of conflict of laws, whichcould cause the application of the law of any other jurisdiction.22. **JURY TRIAL WAIVER**. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIALIN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTIVE’SEMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.
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23. **Dispute Resolution****.**(a) Any controversy or claim arising out of or related to any provision of this Agreementother than Section 9 shall be settled by final, binding and non-appealable arbitration inLas Vegas, Nevada. Subject to the following provisions, the arbitration shall be conductedin accordance with the Commercial Rules of the American Arbitration Association (the “AAA”)then in effect. The arbitration shall be conducted by a panel of three arbitrators. Oneof the arbitrators shall be appointed by the Company, one shall be appointed by theExecutive and the third shall be appointed by the first two arbitrators. If the first twoarbitrators cannot agree on the third arbitrator within thirty (30) days of the appointmentof the second arbitrator, then the third arbitrator shall be selected from a list of sevenarbitrators selected by the AAA, each of whom shall be experienced in the resolution ofdisputes under employment agreements for executive officers of major corporations. Fromthe list of seven arbitrators selected by the AAA, one arbitrator shall be selected by eachParty striking in turn with the Party to strike first being chosen by a coin toss. Anyaward entered by the arbitrators shall be final, binding and non-appealable and judgmentmay be entered thereon by either Party in accordance with applicable law in any court ofcompetent jurisdiction. This arbitration provision shall be specifically enforceable. Thearbitrators shall have no authority to modify any provision of this Agreement or to award aremedy for a dispute involving this Agreement other than a benefit specifically providedunder or by virtue of the Agreement. The Company shall be responsible for all of the feesof the AAA and the arbitrators (if applicable).(b) If the Executive prevails on any material issue which is the subject of an arbitrationor litigation, as applicable, the Company shall reimburse one hundred percent (100%) of theExecutive’s reasonable legal fees and expenses. Otherwise, subject to Section 23(a), eachParty shall be responsible for its own expenses relating to the conduct of the arbitrationor litigation, as applicable (including reasonable attorneys’ fees and expenses).(c) The arbitrators shall render an award and written opinion explaining the award.(d) The hearing and arbitration proceedings (as well as any resulting judicial proceedingsseeking to enforce or vacate any arbitration award) shall be conducted in a confidentialmanner and both the conduct and the results of the arbitration shall be kept confidentialby the Parties. The arbitrators shall be advised of the confidentiality of the proceedingsand any award and decision of the arbitrators shall be written in such a way as to protectthe confidentiality of personal information or information made (or recognized as)confidential by this Agreement or recognized as confidential by any confidentialityagreement.(e) In the event of litigation to secure provisional relief, or to enforce, confirm orreview an arbitration award under this Agreement, any such court action shall be broughtunder seal to the extent permitted by the court in order to maintain the confidentiality ofthe matter as well as the confidentiality of the arbitration, the decision and award, anypersonal information and the confidentiality of any information which any Party is requiredto keep confidential pursuant to this Agreement or any other agreement involving theParties. Each Party to any such judicial action shall make every effort in any pleadingsfiled with the court and in his or its conduct of any court litigation to maintain theconfidentiality of any personal information and any information which any Party is requiredto keep confidential pursuant to this Agreement or any other agreement
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involving the Parties. To this end, the court shall, *inter alia*, be informed of theconfidentiality obligations of this Agreement and shall be requested that any decision,opinion or order issued by the court be written in such a manner as to protect theconfidentiality of any information which is required to be kept confidential pursuant tothis Agreement or any other agreement involving the Parties.(f) In the event of a dispute subject to this Section 23, the Parties shall be entitled toreasonable, but expedited discovery related to the claim that is the subject of thedispute, subject to the discretion of the arbitrators. Any discovery agreed upon orauthorized by the arbitrators shall be concluded prior to the date set for the hearing. Inthe event of a conflict between the applicable rules of the AAA and the procedures setforth in this Section 23, the provisions of this Section 23 shall govern.24. **Withholding Taxes**. The Company may withhold from any amounts payable under thisAgreement such Federal, state and local taxes as may be required to be withheld pursuant toany applicable law or regulation. 25. **Headings**. The headings of the sections contained in this Agreement are forconvenience only and shall not be deemed to control or affect the meaning or construction ofany provision of this Agreement. 26. **Counterparts****.**This Agreement may be executed in counterparts each of which shall bedeemed an original and all of which shall constitute one and the same agreement with the sameeffect as if all Parties and signed the same signature page. 27. **Section 409A****.**In light of the uncertainty as of the date hereof with respect to theproper application of Section 409A, the Parties agree to negotiate in good faith to makeamendments to this Agreement as the Parties mutually agree are necessary or desirable to avoidthe imposition of taxes, interest or penalties under Section 409A. Notwithstanding theforegoing, the Executive shall be solely responsible and liable for the satisfaction of alltaxes, interest and penalties that may be imposed on or for the account of the Executive inconnection with this Agreement (including any taxes, interest and penalties under Section409A), and neither the Company nor any Affiliate shall have any obligation to indemnify orotherwise hold the Executive (or any beneficiary) harmless from any or all of such taxes,interest or penalties. For purposes of Section 409A, each of the payments that may be madeunder Section 8 are designated as separate payments for purposes of Treasury RegulationsSection 1.409A-1(b)(4)(i)(F), 1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v)(B).     IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement on the date firstset forth above.         **LAS VEGAS SANDS CORP.:** **EXECUTIVE:**           By: /s/ William P. Weidner By: /s/ Kenneth J. Kay           Name: William P. Weidner Kenneth J. Kay  Title: President and COO      
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