Exhibit 10.87





Exhibit 10.87




Las Vegas Sands Corp.

2004 EQUITY AWARD PLAN




RESTRICTED STOCK UNITS AWARD AGREEMENT




THIS RESTRICTED STOCK UNITS AWARD AGREEMENT (the “Agreement”), is made, effective as
of the
 _____ 

day of
 _____, 2011, (hereinafter the “Date of Grant”), between Las Vegas Sands
Corp., a Nevada corporation (the “Company”), and [INSERT NAME] (the “Participant”).



R E C I T A L S:




WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (as amended
from time to time, the “Plan”), pursuant to which awards of Restricted Stock Units with
respect to shares of the Company’s Common Stock may be granted;



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



NOW, THEREFORE, 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 Restricted Stock Units Award. The Company hereby grants on the Date of
Grant to the Participant a total of [INSERT NUMBER] Restricted Stock Units (the “Award”), on the
terms and conditions set forth in this Agreement and as otherwise provided in the Plan. Such
Restricted Stock Units shall be credited to a separate account maintained for the Participant on
the books of the Company (the “Account”). On any given date, the value of each Restricted
Stock Unit comprising the Award shall equal the Fair Market Value of one share of Common Stock.
The Award shall vest and be settled in accordance with Section 3 hereof.



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


 


 









 






3. Terms and Conditions.




(a) Vesting. Except as otherwise provided in the Plan and this Agreement, the
Award shall vest with respect to [INSERT PERCENTAGE] percent (_____%) of the Restricted Stock
Units subject thereto (and the restrictions on such Shares shall lapse) on each of the
first through [_____] anniversaries of the [Date of Grant], subject to the Participant’s
continued employment on each such date. Each day on which a portion of the Award vests is
referred to herein as a “Vesting Date”.




(b) Settlement. On each applicable Vesting Date, the Company shall settle the
portion of the Award that is vested on such date and shall therefore (i) issue and deliver
to the Participant one share of Common Stock for each Restricted Stock Unit subject to the
Award that has vested (the “RSU Shares”), with any fractional shares paid out in
cash (and, upon such settlement, the Restricted Stock Units shall cease to be credited to
the Account) and (ii) enter the Participant’s name as a stockholder of record with respect
to the RSU Shares on the books of the Company. Alternatively, the Committee may, in its
sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the
Award solely in RSU Shares. If a cash payment is made in lieu of delivering RSU Shares,
the amount of such payment shall be equal to the Fair Market Value as of the Vesting Date
of the RSU Shares settled in cash.




(c) Dividend Equivalents. If on any date that Restricted Stock Units remain
credited to the Account, dividends are paid by the Company on outstanding shares of its
Common Stock (“Shares”) (each, a “Dividend Payment Date”), then the
Participant’s Account shall, as of each such Dividend Payment Date, be credited with an
amount (each such amount, a “Dividend Equivalent Amount”) equal to the product of
(i) the number of Restricted Stock Units in the Account as of the Dividend Payment Date and
(ii) the per Share cash amount of such dividend (or, in the case of a dividend payable in
Shares or other property, the per Share equivalent cash value of such dividend as
determined in good faith by the Committee). On each applicable Vesting Date, in connection
with the settlement and delivery of RSU Shares as contemplated by Section 3(b), the
Participant shall be entitled to receive a payment, without interest, of an amount in cash
equal to the accumulated Dividend Equivalent Amounts in respect of the RSU Shares so
delivered.




(d) Taxes. Upon the settlement of the Award in accordance with Section 3(b)
hereof, the Participant shall recognize taxable income in respect of the Award, and the
Company shall report such taxable income to the appropriate taxing authorities in respect
of the Award as it determines to be necessary and appropriate. The Participant shall pay
to the Company promptly upon request, and in any event at the time the Participant
recognizes taxable income in respect of the Award, an amount equal to the taxes, if any,
the Company determines it is required to withhold under applicable tax laws with respect to
the Award. Such payment may be made in the form of cash. The Participant also may
satisfy, in
whole or in part, the foregoing withholding liability (but no more than the minimum
required withholding liability) by (i) the delivery of Mature Shares owned by the
Participant having a Fair Market Value equal to such withholding liability or (ii) having
the Company withhold from the number of shares of Common Stock otherwise issuable pursuant
to the exercise or settlement of the Award a number of shares with a Fair Market Value
equal to such withholding liability.


 


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(e) Effect of Termination of Employment or Services.




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




(ii) Upon the termination of Participant’s employment or services due to death
or Disability, the pro-rata portion of the Participant’s unvested Restricted Stock
Units that would have vested through the date of termination (calculated on a
straight line basis based on the number of days from the later to occur of the Date
of Grant or the most recent vesting date as described in Section 3(a) through the
date of termination) shall be immediately vested and the remainder of the
Participant’s unvested Restricted Stock Units shall be forfeited.




(iii) 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.




(f) Rights as a Stockholder. The Participant acknowledges and agrees that,
with respect to the Restricted Stock Units credited to his Account, he has no voting rights
with respect thereto unless and until such Restricted Stock Units are settled in RSU Shares
pursuant to Section 3(b) hereof. Upon and following each Vesting Date, the Participant
shall be the record owner of the RSU Shares settled upon such applicable date unless and
until such RSU Shares are sold or otherwise disposed of, and as record owner shall be
entitled to all rights of a common stockholder of the Company, including, without
limitation, voting rights, if any, with respect to the RSU Shares. Prior to the first
Vesting Date, the Participant shall not be deemed for any purpose to be the owner of shares
of Common Stock underlying the Restricted Stock Units.


 


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




(h) Compliance with Legal Requirements. The granting and delivery of the RSU
Shares, 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 the RSU 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 the RSU Shares in compliance with applicable laws, rules and regulations.




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.


 


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(c) General Assets. All amounts credited to the Account under this Agreement
shall continue for all purposes to be part of the general assets of the Company. The
Participant’s interest in the Account shall make the Participant only a general, unsecured
creditor of the Company.




(d) 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.




(e) 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.




(f) 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.




(g) 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.




(h) 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.




(i) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO
AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS
CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS
PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW
OTHER THAN THAT OF THE STATE OF NEVADA. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE
BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF,
COURTS SITUATED IN CLARK COUNTY, NEVADA. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT
ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.


 


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




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




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


 


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



	 	 	 	 	 	 	 
	 	 	Las Vegas Sands Corp.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[NAME OF PARTICIPANT]	 	 







 


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