Exhibit








EXHIBIT 10.4
 Las Vegas Sands Corp.
2004 EQUITY AWARD PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), dated as of [_________] (the “Date of Grant”), is made by and 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 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.




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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 or service with the Company or an Affiliate and except as may otherwise be provided herein, the Option shall become vested and exercisable as follows: [________________].
(ii)    The Option may be exercised only by written notice delivered in person or by mail in accordance with Section 4(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, or (ii) in the discretion of the Participant, by having the Company withhold from the number of Option Shares otherwise issuable pursuant to the exercise of the Option a number of Option Shares (and, if necessary, a fractional Option Share) with a Fair Market Value equal to the aggregate purchase price of the Option Shares, provided that any fractional Option Share resulting therefrom that would otherwise be delivered to the Participant shall be immediately settled in cash.   Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in the manner described in clause (ii) 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 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)    Death/Disability.  If the Participant’s employment or service 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 




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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 or service 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 or service 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.
(iv)    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)    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 the Option Shares, the Participant must pay in the form of a certified check to the Company any such additional 




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amount as the Company determines that it is required (without regard to Section 83(c)(3) of the Code) to withhold under applicable federal, state or local tax laws in respect of the exercise or the transfer of Option Shares.  Notwithstanding the foregoing, the Participant shall be permitted, at the Participant’s election, to satisfy such withholding obligation by having the Company withhold from the number of Option Shares otherwise issuable pursuant to the exercise of the Option a number of Option Shares (and, if necessary a fractional Option Share) with a Fair Market Value equal to such withholding obligation, provided that any fractional Option Share resulting therefrom that would otherwise be delivered to the Participant shall be immediately settled in cash.
(i)    Las Vegas Sands Corp. Forfeiture of Improperly Received Compensation Policy.  The Board of Directors has adopted a forfeiture of improperly received compensation policy (the “Policy”) which applies to all employees of the Company and its affiliates eligible to receive a bonus, incentive, or equity award based in whole or in part on financial performance measures.  The Policy applies whenever (1) there is a restatement (as such term is defined in the Policy) and it results in a revision to one or more performance measures used to determine an annual bonus or other incentive or equity-based compensation paid or awarded to an employee in respect of the period(s) to which the restatement relates (the “relevant period”), and (2) the relevant period commenced not more than three years prior to the time at which the need for the  restatement is identified, and (3) such revision  results in a reduction in the amount or value of such bonus or other incentive or equity-based compensation, and (4) such restatement is, in whole or in part, caused by  the employee’s Misconduct (as such term is defined in the Policy).  The Committee may in its discretion require repayment and forfeiture of all or a portion of any bonus or incentive or equity-based compensation awarded to or received or earned by such employee in respect of the relevant period, generally to the extent such bonus or incentive or equity-based compensation exceeds the amount that would have been awarded, received or earned based on the revised performance measures.  To the extent any annual bonus or other incentive or equity-based compensation paid or awarded to Participant is subject to the Policy, Participant acknowledges that the Committee may seek recovery of any such overpayment received under this Agreement per the terms of the Policy.  Participants may obtain a copy of the Policy by contacting the Company’s Human Resources department.
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




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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.
(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.  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 




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





____________________________________ 
[Name of participant]










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