exv10w2






Exhibit 10.2




Las Vegas Sands Corp.

2004 EQUITY AWARD PLAN




NONQUALIFIED STOCK OPTION AGREEMENT




     THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), dated as of                     ,
200___(the “Date of Grant”), is made by and between Las Vegas Sands Corp., a Nevada
corporation (the “Company”), and                                                             (the “Participant”).



RECITALS:




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



     WHEREAS, the Compensation Committee of the Board of Directors of the Company (the
“Committee”) has determined that it is in the best interests of the Company and its
stockholders to grant to the Participant a nonqualified stock option to purchase the number of
shares of the Company’s Common Stock provided for herein.



     NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties
contained in this Agreement, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree
as follows:



     1. Grant of Option.



     The Company hereby grants on the Date of Grant to the Participant an option (the
“Option”) to purchase
                     shares of Common Stock (such shares of Common Stock, the
“Option Shares”), on the terms and conditions set forth in this Agreement and as otherwise
provided in the Plan. The Option is not intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code.



     2. Incorporation by Reference, Etc.



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



 









 





 2



     3. Terms and Conditions.



          (a) Option Price. The price at which the Participant shall be entitled to purchase the Option Shares upon the
exercise of all or any portion of the Option shall be $_______ per Option Share.




          (b) Expiration Date. Subject to Section 3(d) hereof, the Option shall expire at the end of the period commencing
on the Date of Grant and ending at 11:59 p.m. Eastern Standard Time on the day preceding the tenth
anniversary of the Date of Grant (the “Option Period”).




          (c)
Exercisability of the Option.




               (i) Subject to the Participant’s continued employment with the Company or an Affiliate and
except as may otherwise be provided herein, the Option shall become vested and exercisable as to
                     (___%) of the Option Shares on each of the first through                      anniversaries of the Date
of Grant.



               (ii) The Option may be exercised only by written notice, substantially in the form attached
hereto as Exhibit A (or a successor form provided by the Committee) delivered in person or
by mail in accordance with Section 6(a) hereof and accompanied by payment therefor. The purchase
price of the Option Shares shall be paid by the Participant to the Company (i) in cash and/or
shares of Common Stock valued at the Fair Market Value at the time the Option is exercised
(including by means of attestation of ownership of a sufficient number of shares of Stock in lieu
of actual delivery of such shares to the Company); provided, that, if deemed necessary by
the Company’s independent accounting firm in order to avoid an accounting charge to earnings for
compensation on account of the exercise of the Option, such shares of Stock shall be Mature Shares,
(ii) in the discretion of the Committee, either (A) in other property having a fair market value on
the date of exercise equal to the Option Price or (B) by delivering to the Committee a copy of
irrevocable instructions to a stockbroker to deliver promptly to the Company an amount of loan
proceeds, or proceeds from the sale of the Option Shares, sufficient to pay the Option Price or
(iii) by such other method as the Committee may allow in writing. Notwithstanding the foregoing,
in no event shall a Participant be permitted to exercise an Option in the manner described in
clause (ii) or (iii) of the preceding sentence if the Committee determines that exercising an
Option in such manner would violate the Sarbanes-Oxley Act of 2002, as amended, or any other
applicable law or the applicable rules and regulations of the Securities and Exchange Commission or
the applicable rules and regulations of any securities exchange or inter dealer quotation system on
which the securities of the Company or any Affiliates are listed or traded.



          (d) Effect of Termination of Employment on the Option.




               (i) Death/Disability. If the Participant’s employment with the Company and its
Affiliates terminates on account of the Participant’s death or by the Company or any Affiliate due
to Disability, the unvested portion of the Option shall



 









 







 3





expire on the date of termination and the vested portion of the Option shall remain
exercisable by the Participant through the earlier of (A) the expiration of the Option Period or
(B) one year following the date of termination on account of death or Disability.



               (ii) Termination Other than due to Death/Disability or for Cause. If the
Participant’s employment with the Company and its Affiliates is terminated for any reason other
than on account of the Participant’s death or by the Company or any Affiliate due to Disability or
for Cause, the unvested portion of the Option shall expire on the date of termination and the
vested portion of the Option shall remain exercisable by the Participant through the earlier of (A)
the expiration of the Option Period or (B) ninety (90) days following such termination.



               (iii) Termination for Cause. If the Participant’s employment with the Company and its
Affiliates is terminated by the Company or any Affiliate for Cause, both the unvested and the
vested portions of the Option shall terminate on the date of such termination.



          (e) Compliance with Legal Requirements.
The granting and exercising of the Option, and any other obligations of the Company under
this Agreement shall be subject to all applicable federal and state laws, rules and regulations and
to such approvals by any regulatory or governmental agency as may be required. The Committee, in
its sole discretion, may postpone the issuance or delivery of Option Shares as the Committee may
consider appropriate and may require the Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or delivery of Option
Shares in compliance with applicable laws, rules and regulations.




          (f) Transferability.
The Option shall not be transferable by the Participant other than by will or the laws of
descent and distribution.




          (g) Rights as Stockholder.
The Participant shall not be deemed for any purpose to be the owner of any shares of Common
Stock subject to this Option unless, until and to the extent that (i) this Option shall have been
exercised pursuant to its terms, (ii) the Company shall have issued and delivered to the
Participant the Option Shares, and (iii) the Participant’s name shall have been entered as a
stockholder of record with respect to such Option Shares on the books of the Company.




          (h)
Tax Withholding.
Prior to the delivery of a certificate or certificates representing the Option Shares, the
Participant must pay in the form of a certified check to the Company any such additional amount as
the Company determines that it is required to withhold under applicable federal, state or local tax
laws in respect of the exercise or the transfer of Option Shares; provided that the
Committee may, in its sole discretion, allow such withholding obligation to be satisfied by any
other method described in Section 12(d) of the Plan.




 









 






 4




     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



With a copy to:



Charles D. Forman

Director, Member of the Compensation Committee

300 First Avenue

Needham, Massachusetts 02494



if to the Participant, at the Participant’s last known address on file with the Company.



All such notices, demands and other communications shall be deemed to have been duly given when
delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial
courier service; five (5) business days after being deposited in the mail, postage prepaid, if
mailed; and when receipt is mechanically acknowledged, if telecopied.




          (b) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, and each other provision of
this Agreement shall be severable and enforceable to the extent permitted by law.




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




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




 









 






 5




          (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.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. No change, modification or waiver
of any provision of this Agreement shall be valid unless the same be in writing and signed by the
parties hereto.




          (h) Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State
of Nevada without regard to principles of conflicts of law thereof, or principals of conflicts of
laws of any other jurisdiction which could cause the application of the laws of any jurisdiction
other than the State of Nevada.




          (i) 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.




          (j) 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.




[Remainder of page intentionally left blank; signature page to follow]




 









 





Exhibit A




          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]	 	 







A-1