exv10w4



 








Exhibit 10.4




EXECUTION COPY




AMENDMENT NO. 1 TO



EMPLOYMENT AGREEMENT




     This AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement (the
“Employment Agreement”), dated as of November 18, 2004, among Las Vegas Sands Corp., a
Nevada corporation (“LVSC”), Las Vegas Sands, LLC, a Nevada limited liability company and
wholly-owned subsidiary of LVSC (together with LVSC, the “Company”) and Scott D. Henry
(“Executive”) is dated as of June 20, 2006 and effective as of June 8, 2006 (the
“Effective Date”).



     WHEREAS, effective as of the Effective Date, Executive relinquished his position as the
Company’s Chief Financial Officer and assumed the position of Senior Vice President, Finance of the
Company; and



     WHEREAS, in accordance with Section 13(e) of the Employment Agreement, the Company and
Executive wish to amend the Employment Agreement as provided herein in order to reflect such change
of position.



     NOW, THEREFORE, in consideration of the mutual agreements and understandings set forth herein,
the parties hereby agree as follows:



     1. Defined Terms. Except as defined herein, capitalized terms used herein shall have
the meanings ascribed to such terms in the Employment Agreement.



     2. Amendments to Sections 1 and 5 of the Employment Agreement. Sections 1 and 5 of
the Employment Agreement are hereby amended by deleting the words “Chief Financial Officer” and
substituting the words “Senior Vice President, Finance” in lieu thereof.



     3. Executive’s Acknowledgment. In executing this Amendment, Executive hereby
acknowledges that (i) effective as of the Effective Date, he relinquished his position as the
Company’s Chief Financial Officer and that another individual will be the Company’s Chief Financial
Officer and (ii) he is waiving any right he may have under Section 10(a)(iv) of the Employment
Agreement (as in effect both prior to and following the execution of this Amendment) to resign his
employment with the Company for Good Reason as a result of this Amendment.



     4. Continuing Effect of Employment Agreement. Except as expressly modified hereby,
the provisions of the Employment Agreement are and shall remain in full force and effect.



     5. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument.



[Remainder of page intentionally left blank.]




 









 





     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment at Las Vegas,
Nevada as a contract under seal on the date first written above.



	 	 	 	 	 	 	 
	 	 	LAS VEGAS SANDS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Sheldon G. Adelson
 

By: Sheldon G. Adelson
	 	 
	 

	 	 	 	Its: Chairman of the Board and	 	 
	 

	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	LAS VEGAS SANDS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Sheldon G. Adelson
 

By: Sheldon G. Adelson
	 	 
	 

	 	 	 	Its: Chairman of the Board and	 	 
	 

	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Scott D. Henry	 	 
	 	 	 	 	 
	 	 	Scott D. Henry	 	 






[Signature page to one page amendment to Employment Agreement with Scott D. Henry]




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