Exhibit 10.86





Exhibit 10.86




Las Vegas Sands Corp.

2004 EQUITY AWARD PLAN




RESTRICTED STOCK AWARD AGREEMENT




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

 _____ 

day of
 _____, 201_, (hereinafter the “Award Date”), between Las Vegas Sands Corp., a
Nevada corporation (the “Company”), and
 _____ (the “Participant”).



R E C I T A L S:




WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the
“Plan”), pursuant to which awards of restricted shares of the Company’s Common Stock may be
granted; and



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



NOW, THEREFORE, 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 Award. The Company hereby grants on the Date of Grant
to the Participant a Restricted Stock Award consisting of
 _____ 

shares of Common Stock
(hereinafter called the “Restricted Shares”), on the term and conditions set forth in this
Agreement and as otherwise provided in the Plan. The Restricted Shares shall vest in accordance
with Section 3(a) hereof.



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



3. Terms and Conditions.




(a) Vesting. Except as otherwise provided in the Plan and this Agreement,
the Restricted Stock Award shall vest with respect to
 _____ percent (_____%) of
the Restricted Shares subject thereto (and the
restrictions on such Shares shall lapse), on each of the first through
 _____ 


anniversaries of
 _____. Restricted Shares may not be sold until they
“vest”.


 


 









 






(b) Taxes. The Participant shall pay to the Company promptly upon
request, and in any event at the time the Participant recognizes taxable income in
respect of the Restricted Stock Award, an amount equal to the taxes, if any, the
Company determines it is required to withhold under applicable tax laws with
respect to the Restricted Shares. Such payment 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 Restricted Stock Award a number of shares with a Fair Market
Value equal to such withholding liability.




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




(d) Effect of Termination of Employment or Services. Except as
otherwise specifically provided in 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), the following provisions shall apply:




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


 


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(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.




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




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




Transfer of this certificate and the shares represented hereby is
restricted pursuant to the terms of the Las Vegas Sands Corp.
2004 Equity Award Plan and a Restricted Stock Award Agreement,
dated as of
 _____, 201_, between Las Vegas Sands Corp. and

 _____. Copies of such Plan and Agreement are on file at the
offices of Las Vegas Sands Corp.




(g) Transferability. The Restricted Shares 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.


 


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(h) Compliance with Legal Requirements. The granting and delivery of
the Restricted 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 Restricted 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
Restricted 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) No Rights to Employment. Nothing contained in this Agreement
shall be construed as giving the Participant any right to be retained, in any
position, as an employee, consultant or director of the Company or its Affiliates
or shall interfere with or restrict in any way the right of the Company or its
Affiliates, which are hereby expressly reserved, to remove, terminate or discharge
the Participant at any time for any reason whatsoever.




(d) Bound by Plan. By signing this Agreement, the Participant
acknowledges that he has received a copy of the Plan and has had an opportunity to
review the Plan and agrees to be bound by all the terms and provisions of the Plan.




(e) Beneficiary. The Participant may file with the Committee a
written designation of a beneficiary on such form as may be prescribed by the
Committee and may, from time to time, amend or revoke such designation. If no
designated beneficiary survives the Participant, the executor or administrator of
the Participant’s estate shall be deemed to be the Participant’s beneficiary.




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




(g) Entire Agreement; Effect of Employment Agreement, etc.; Amendment.
This Agreement and the Plan contain the entire agreement and understanding of the
parties hereto with respect to the subject matter contained herein and supersede
all prior communications, representations, negotiations and agreements in respect
thereto; provided, however, that if a provision of an effective employment,
services, change in control or other written agreement (including any offer letter,
term sheet or similar written agreement) between the Participant and the Company
(or any Affiliate of the Company) is in conflict with a provision of this
Agreement, the provision that is more favorable to the Participant shall control.
No change, modification or waiver of any provision of this Agreement shall be valid
unless the same be in writing and signed by the parties hereto.




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




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




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



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



	 	 	 	 	 	 	 
	 	 	Las Vegas Sands Corp.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[type in name of participant]	 	 







 


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