exv10w3



 








Exhibit 10.3




EXECUTION COPY




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT among Las Vegas Sands Corp., a Nevada corporation (“LVSC”),
Las Vegas Sands, LLC, a Nevada limited liability company and wholly-owned subsidiary of LVSC
(“LVSI” and together with LVSC, the “Company”) and Robert Rozek (“Executive”)
is made as of June 1, 2006 and shall be effective as of June 8, 2006 (the “Effective Date”).



     WHEREAS, the Company desires to employ Executive pursuant to the terms, provisions and
conditions set forth in this employment agreement (the “Agreement”); and



     WHEREAS, Executive desires to accept his employment on the terms hereinafter set forth in this
Agreement.



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants, understandings,
representations, warranties, undertakings and promises hereinafter set forth, and intending to be
legally bound thereby, the Company and Executive agree as follows:



     1. Employment. The Company shall employ Executive, during the “Term” (as defined
below) and subject to the conditions set forth in this Agreement, to serve as Senior Vice President
and Chief Financial Officer of the Company or in such other managerial or executive capacity as the
Board of Directors of LVSC (the “Board”) may from time to time determine.



     2. Duties. Executive shall have such powers, duties and responsibilities as are
generally associated with his office, as the same may be modified and/or assigned to Executive from
time to time by the Chief Executive Officer of the Company (the “CEO”), and subject to the
supervision, direction and control of the CEO and the Board, including but not limited to:




     (a) participation and involvement in the proposed development activities of
the Company, including the planning, financing, construction and implementation
stages, as shall be requested by the CEO and the Board;




     (b) the efficient operation and maintenance of the hotel and casino properties
of the Company;




     (c) the promotion, marketing and sale of the goods and services offered by the
Company;




     (d) the preparation of budgets and allocation of funds;




     (e) the establishment or continuation of adequate management reporting and
control systems;



 









 






     (f) the recruitment, selection, training, delegation of duties and
responsibilities, and supervision of subordinates; and




     (g) the direction, review and oversight of all programs, systems, departments
and functions related to the management and administration of the Company.



     3. Performance. Executive hereby accepts the employment described herein under the
terms and conditions set forth in this Agreement. Executive covenants and agrees faithfully and
diligently to perform all of the duties of his employment, devoting his full business and
professional time, attention, energy and ability to promote the business interests of the Company.
Executive further agrees that during the period of his employment with the Company, he will not
engage in any other business or professional pursuit whatsoever unless the Board shall consent
thereto in writing; provided, however, that the foregoing shall not preclude
Executive from engaging in civic, charitable, or religious activities or from devoting a reasonable
amount of time to private investments that do not unreasonably interfere or conflict with the
performance of Executive’s duties under this Agreement.



     4. Term. The initial term of Executive’s employment hereunder shall commence as of the
Effective Date and shall expire on December 31, 2009 (the “Initial Term”), unless sooner
terminated as provided herein. The term of Executive’s employment shall thereafter be
automatically extended for successive one-year periods (each such period, a “Renewal Term”)
unless, no later than one hundred and twenty (120) days prior to the expiration of the Initial Term
or any Renewal Term, one party shall give written notice to the other of his or its intention not
to extend, in which event this Agreement, and Executive’s employment hereunder, shall terminate at
the end of the Initial Term or Renewal Term, as applicable (the Initial Term plus any Renewal Term
shall collectively be referred to as the “Term”).



     5. Licensing Requirement. Executive shall file an application to obtain a finding of
suitability as an officer (Chief Financial Officer) of the Company (the “License”) with the
Nevada State Gaming Control Board and the Nevada Gaming Commission (collectively, the “Nevada
Gaming Authorities”), pursuant to the provisions of applicable Nevada gaming laws and the
regulations of the Nevada Gaming Commission. Executive agrees, at the Company’s sole cost and
expense, to cooperate with the Nevada Gaming Authorities at all times, including but not limited to
in connection with the processing of such application and any investigation thereof undertaken by
the Nevada Gaming Authorities.



     6. Compensation and Benefits. As more fully provided in this Section 6, Executive shall
be entitled to receive salary, benefits and other payments of regular compensation. In addition,
Executive shall be eligible to participate in LVSC’s Executive Cash Incentive Plan (the
“Executive Cash Incentive Plan”) and Equity Award Plan (the “2004 Equity Award
Plan”), each to be administered by the Compensation Committee of the Board (the
“Committee”).



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     (a) Base Salary. During the Term, Executive shall receive a base salary
of $500,000 per year, payable in accordance with the usual payroll practices of the
Company (the “Base Salary”). Commencing with the 2006 Fiscal Year, if the
Company sustains for at least six (6) months annualized EBITDAR levels at the
threshold levels described below, the Base Salary shall be cumulatively increased
by at least the corresponding amount described in the following table (for example,
if the $700,000,000 threshold is sustained, the Base Salary will increase by
$50,000; if the $800,000,000 threshold is sustained, the Base Salary will increase
by an additional $50,000 (for a cumulative increase of $100,000)), with any other
increase in the Base Salary to be determined by the Committee in its sole
discretion:



	 	 	 
	 	 	Base Salary
	Annualized EBITDAR	 	Cumulatively Increased By:
	  $700,000,000
	 	$50,000
	  $800,000,000
	 	$100,000
	  $900,000,000
	 	$150,000
	$1,000,000,000
	 	$200,000







     (b) Annual Bonus.




     (i) Subject to Section 6(d), in respect of each fiscal year of LVSC
(a “Fiscal Year” which, as of the Effective Date is the period
January 1 through December 31) ending during the Term, Executive shall be
eligible to receive an annual cash bonus (the “Annual Bonus”) under
the Executive Cash Incentive Plan equal to a percentage of Executive’s
Base Salary for the Fiscal Year. One half of the Annual Bonus (the
“Financial Performance Bonus”) shall be subject to the achievement
of annual targets primarily based on EBITDAR to be established in the sole
discretion of the Committee following consultation with senior management
(the “Target”). The remaining one half of the Annual Bonus (the
“Individual Performance Bonus”) shall be payable subject to the
Committee’s assessment of the extent, if any, by which Executive’s
performance for such Fiscal Year meets or exceeds the individual
performance criteria established by the Committee for such Fiscal Year,
which performance criteria shall be communicated to Executive by no later
than the 89th day of such Fiscal Year (or, in the case of the 2006 Fiscal
Year, within 30 days of the Effective Date).



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In the event that eighty percent (80%) of the Target is not achieved in
respect of a Fiscal Year, the Financial Performance Bonus percentage for
such Fiscal Year shall be zero percent (0%). In the event that one
hundred and ten percent (110%) of the Target is achieved in respect of a
Fiscal Year, the Financial Performance Bonus for that Fiscal Year shall be
calculated using the maximum Financial Performance Bonus percentage. The
Financial Performance Bonus shall be calculated using straight line
interpolation for performance between eighty percent (80%) of Target and
one hundred percent (100%) of Target.




The Annual Bonus for the 2006 Fiscal Year, if any, will be prorated by the
Committee to reflect Executive’s service from the Effective Date through
December 31, 2006.




     (ii) The target Annual Bonus percentage shall be sixty percent (60%)
of Base Salary and the maximum Annual Bonus percentage shall be one
hundred and twenty percent (120%) of Base Salary (such that the target
Financial Performance Bonus percentage and target Individual Performance
Bonus percentages shall each be 30% of Base Salary and the maximum
Financial Performance Bonus percentage and maximum Individual Performance
Bonus percentages shall each be 60% of Base Salary). Notwithstanding the
foregoing, commencing with the 2006 Fiscal Year and for each Fiscal Year
of the Term during which Executive is employed thereafter, if the Company
sustains for at least six (6) months annualized EBITDAR levels at the
threshold levels described below, the target Annual Bonus percentage and
the maximum Annual Bonus percentage shall at least equal the corresponding
percentages described in the following table (and shall continue to be
divided between the Financial Performance Bonus and the Individual
Performance Bonus as described above):



	 	 	 	 	 
	Annualized	 	Target Annual	 	Maximum Annual
	EBITDAR	 	Bonus Percentage	 	Bonus Percentage
	$700,000,000
	 	65%
	 	130%
	$900,000,000
	 	70%
	 	140%







     (c) Equity Awards.




     (i) Subject to Section 6(d), in the 2006 Fiscal Year, and in each
Fiscal Year during the Term thereafter while Executive is



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employed by the Company, Executive shall be granted an equity award
under the 2004 Equity Award Plan (each such award, an “Incentive
Award”). One half of each Incentive Award (the “Share Incentive
Award”) shall be granted as restricted shares of the Company’s common
stock, $0.001 par value per share (“Shares”) during the first
quarter of the Fiscal Year following the Fiscal Year to which the award
relates (but in no event later than March 15 of such Fiscal Year) upon
certification by the Committee of, and subject to, the attainment of
performance goals determined by the Committee for such Fiscal Year, which
performance goals shall be substantially similar to those goals used to
determine the Annual Bonus (for example, the Incentive Award for the 2006
Fiscal Year would be made in the first quarter of the 2007 Fiscal Year if
the Performance Goals for the 2006 Fiscal Year are attained). The other
half of each Incentive Award (the “Option Incentive Award”) shall
be granted, in the form of a nonqualified stock option to purchase Shares
at a per Share exercise price equal to the fair market value of a Share on
the date of grant, (i) in the case of the Option Incentive Award for the
2006 Fiscal Year, upon the Effective Date and (ii) in the case of the
Option Incentive Award for each subsequent Fiscal Year during the Term,
immediately following the first meeting of the Board during the Fiscal
Year to which such Option Incentive Award relates (but in no event later
than March 15 of such Fiscal Year).




     (ii) The Option Incentive Award in respect of the 2006 Fiscal Year
shall be a grant of options to purchase 40,000 Shares and the Share
Incentive Award in respect of the 2006 Fiscal Year will have a value equal
to $250,000 multiplied by a fraction, the numerator of which is the number
of days commencing on the Effective Date and ending on the last day of
such Fiscal Year and the denominator of which is 365.




     (iii) Commencing with the 2006 Fiscal Year and for each Fiscal Year
of the Term during which Executive is employed thereafter, if during the
immediately preceding Fiscal Year the Company sustains for at least six
(6) months annualized EBITDAR levels at the threshold levels described
below, the target value of the Incentive Award for the subsequent Fiscal
Year shall at least equal the corresponding amount described in the
following table:



	 	 	 
	Annualized EBITDAR	 	Target Incentive Award
	  $700,000,000
	 	$660,000
	  $800,000,000
	 	$720,000
	  $900,000,000
	 	$780,000
	$1,000,000,000
	 	$840,000






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     (iv) The value of any Option Incentive Award shall be measured by
determining the grant date Black-Scholes value of such Award; which value
shall be determined by a nationally recognized compensation consultant
selected by the Committee in consultation with senior management using the
valuation methodology followed for other senior executives of the Company.
The value of any Share Incentive Award shall be the aggregate grant date
Fair Market Value (as defined in the 2004 Equity Award Plan) of the Shares
subject to such Award.




     (v) Each Option Incentive Award shall vest with respect to
twenty-five percent (25%) of the options subject thereto, on each of the
first through fourth anniversaries of the first day of the Fiscal Year in
which such Incentive Award is granted; provided, that the Option
Incentive Award relating to the 2006 Fiscal Year shall vest with respect
to twenty-five percent (25%) of the options subject thereto on each of the
first through fourth anniversaries of the Effective Date. Each Share
Incentive Award shall vest with respect to thirty-three and one-third
percent (33 1/3%) of the restricted Shares subject thereto (and the
restrictions on such Shares shall lapse), on each of the first through
third anniversaries of the first day of the Fiscal Year in which such
Share Incentive Award is granted. Each Option Incentive Award and Share
Incentive Award shall have such termination, forfeiture and other terms as
are applicable to stock option or restricted stock awards granted to other
senior executives of the Company, as set forth in the 2004 Equity Award
Plan and the applicable award agreement.




     (vi) If a termination of this Agreement and Executive’s employment
hereunder occurs on or after the last day of a Fiscal Year, but prior to
the date on which the Share Incentive Award with respect to such Fiscal
Year would have been granted to Executive had his employment not
terminated (the “Award Date”), then, if the Committee certifies
that the performance goals for such Fiscal Year have been attained, the
Executive shall be granted on the Award Date that number of fully vested
Shares equal to the product of (A) the Share Incentive Award Executive
would have received had his employment not terminated multiplied by (B)
the applicable percentage set forth in the following table:



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	Termination Event	 	Percentage
	By the Company without Cause, By Executive for Good Reason
	 	 	100	%
	Due to Death or Disability
	 	 	331/3	%
	By the Company for Cause, Voluntary Termination
	 	 	0	%







     (d) Notwithstanding any provision of Sections 6(b) and (c) to the contrary, no
Annual Bonus shall be paid, and no Incentive Award shall be granted on or after the
earlier of (A) the date of the first meeting of shareholders of LVSC at which
directors are to be elected that occurs after the close of the 2007 calendar year
or (B) such earlier date on which the Committee determines that any such Bonus or
Incentive Award would cease to be exempt from the deduction limitations of Section
162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), unless
(A) Sections 6(b), (c) and (d) have been approved prior to such date by a committee
consisting of at least two (2) “outside directors” within the meaning of Section
162(m) of the Code and (B) the Executive Cash Incentive Plan and/or the 2004 Equity
Award Plan (or any successor to either) has, if applicable, been approved by the
shareholders of LVSC in a manner that complies with the requirements of Section
162(m) of the Code.




     (e) Employee Benefit Plans. During the Term, Executive shall be
entitled to participate in any fringe group health, medical, dental,
hospitalization, life, accident insurance or other welfare plans, and any
tax-qualified pension, tax-qualified profit sharing or tax-qualified retirement
plans, which may be placed in effect or maintained by the Company during the Term
hereof for the benefit of its employees generally or for its senior executives,
subject to all restrictions and limitations contained in such plans or established
by governmental regulation. In addition to the foregoing, Executive shall be
entitled to participate in such executive retirement and capital accumulation plans
as may be established, sponsored or maintained by the Company and in effect from
time to time for the benefit of its senior executives, including without
limitation, any nonqualified supplemental executive retirement plan or deferred
compensation plan.




     (f) Expense Reimbursement. Executive is authorized to incur such
reasonable expenses as may be necessary for the performance of his duties hereunder
in accordance with the policies of the Company established and in effect from time
to time and, except as may be otherwise agreed, the Company will reimburse
Executive for all such



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authorized expenses upon submission of an itemized accounting and
substantiation of such expenditures adequate to secure for the Company a tax
deduction for the same, in accordance with applicable Internal Revenue Service
guidelines.




     (g) Vacations and Holidays. Executive shall be entitled to vacations
and holidays as provided in the Company’s Flex Day Plan as in effect from time to
time, but no less than the following: four (4) weeks of paid vacation leave per
year at such times as may be requested by Executive and approved by the Company. No
more than three (3) weeks of vacation shall be taken consecutively. Up to two (2)
weeks of vacation may be carried over to the following year (but not to the next).




     (h) Relocation. The Company shall provide the Executive with the
relocation package it provides to senior executives who are relocating to Las
Vegas, Nevada to commence employment with the Company. In addition, Executive
shall be entitled to receive a relocation allowance of up to $50,000 to cover those
costs of his relocation that are not covered by the relocation package.



     7. Confidentiality. Executive agrees that he will hold in strictest confidence and,
without the prior express written approval of the Board, will not disclose to any person, firm,
corporation or other entity, any confidential information which he has acquired or may hereafter
acquire during his employment by the Company pertaining to the business or affairs of the Company
or any of its subsidiaries or affiliates, including but not limited to (i) proprietary information
or other documents concerning the Company’s or its subsidiaries’ or affiliates’ policies, prices,
systems, methods of operation, contractual arrangements, customers or suppliers; (ii) the Company’s
or its subsidiaries’ or affiliates’ marketing methods, credit and collection techniques and files;
or (iii) the Company’s or its subsidiaries’ or affiliates’ trade secrets and other “know how” or
information concerning its business and affairs not of a public nature. The covenant and agreement
set forth in this Section shall apply during Executive’s employment by the Company and shall
survive termination of this Agreement, and Executive’s employment hereunder, for any reason and
shall remain binding upon Executive without regard to the passage of time or other events.



     8. Restrictive Covenant. Executive acknowledges and recognizes the highly competitive
nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees
as follows:




     (a) During the Term and (i) in the case of a termination of Executive’s
employment with the Company for any reason other than due to a Non-Renewal
Termination or a Voluntary Termination resulting from Executive giving a notice of
intention not to extend the Term pursuant to Section 4 hereof or (ii) in the case
of a termination of Executive’s employment with the Company due to a Non-Renewal
Termination or a Voluntary Termination resulting from Executive giving a notice of



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intention not to extend the Term pursuant to Section 4 hereof, solely in the
event that the Company provides Executive with a written notice by no later than
the date of such termination that it has elected to continue to pay to Executive
the Base Salary Executive would have received if he remained employed for the (12)
months following the date of such Non-Renewal Termination, for a period of one (1)
year from the date of such termination, Executive shall not directly or indirectly,
either as principal, agent, employee, consultant, partner, officer, director,
shareholder, or in any other individual or representative capacity, own, manage,
finance, operate, control or otherwise engage or participate in any manner or
fashion in, any hotel or casino in (I) Clark County, Nevada (including, without
limitation, the City of Las Vegas), (II) the Macau Special Administrative Region of
The People’s Republic of China or (III) any other location in which the Company or
any of its affiliates is doing business or has made substantial plans to commence
doing business, in each case at the time of Executive’s termination.




     (b) In addition to, and not in limitation of, the provisions of Section 8(a),
Executive agrees, for the benefit of the Company and its affiliates, that during
the Term and for the period commencing on the date of Executive’s termination and
ending on the second anniversary of such date of termination, Executive
shall not, directly or indirectly, either as principal, agent, employee,
consultant, partner, officer, director, shareholder, or in any other individual or
representative capacity, on behalf of Executive or any other person or entity other
than the Company or its affiliates (i) solicit or induce, or attempt to solicit or
induce, directly or indirectly, any person who is, or during the six months prior
to the termination of Executive’s employment with the Company was, an employee or
agent of, or consultant to, the Company or any of its affiliates to terminate its,
his or her relationship therewith, or (ii) hire or engage any person who is, or
during the six months prior to the termination of Executive’s employment with the
Company was, an employee, agent of or consultant to the Company or any of its
affiliates.




     (c) Executive understands that the provisions of this Section 8 may limit his
ability to earn a livelihood in a business similar to the business of the Company
but he nevertheless agrees and hereby acknowledges that (i) such provisions do not
impose a greater restraint than is necessary to protect the goodwill or other
business interests of the Company, (ii) such provisions contain reasonable
limitations as to time and scope of activity to be restrained, (iii) such
provisions are not harmful to the general public, (iv) such provisions are not
unduly burdensome to Executive, and (v) the consideration provided hereunder is
sufficient to compensate Executive for the restrictions contained in this Section
8. In consideration of the foregoing and in light of Executive’s education, skills
and abilities, Executive agrees that he shall not assert that, and it should



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not be considered that, any provisions of Section 8 otherwise are void,
voidable or unenforceable or should be voided or held unenforceable.




     (d) It is expressly understood and agreed that although Executive and the
Company consider the restrictions contained in this Section 8 to be reasonable, if
a judicial determination is made by a court of competent jurisdiction that the time
or territory or any other restriction contained in this Agreement is an
unenforceable restriction against Executive, the provisions of this Agreement shall
not be rendered void but shall be deemed amended to apply as to such maximum time
and territory and to such maximum extent as such court may judicially determine or
indicate to be enforceable. Alternatively, if any court of competent jurisdiction
finds that any restriction contained in this Agreement is unenforceable, and such
restriction cannot be amended so as to make it enforceable, such finding shall not
affect the enforceability of any of the other restrictions contained herein.




     (e) In the event that Executive violates any of the restrictive covenants set
forth in Sections 8(a) or 8(b), in addition to any other remedy which may be
available (i) at law or in equity, (ii) pursuant to any other provision of this
Agreement or (iii) pursuant to any applicable equity award agreement, all
outstanding stock options to purchase Shares and other unvested equity awards
granted to Executive shall be automatically forfeited effective as of the date on
which such violation first occurs.



     9. Disability. If, during his employment with the Company, Executive shall, in the
opinion of an independent physician selected by agreement between the Board and Executive, become
so physically or mentally incapacitated that he is unable to perform the duties of his employment
for an aggregate of 180 days in any 365 day consecutive period or for a continuous period of six
(6) consecutive months (in either case, a “Disability”), then the Company shall have the
right to terminate Executive’s employment hereunder in accordance with the provisions of Sections
10(a)(ii) and 10(d)(ii).



     10. Termination Events.




     (a) In General. Notwithstanding the provisions of Section 4 of this
Agreement, this Agreement and Executive’s employment hereunder shall terminate upon
the occurrence of any of the following events:




     (i) Executive’s death;




     (ii) the giving of written notice of termination by the Company based
upon Executive’s Disability;




     (iii) the giving of written notice to Executive by the Company that
he is discharged for “Cause” (as hereinafter defined);



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     (iv) the giving of written notice by Executive to the Company that
“Good Reason” (as hereinafter defined) has occurred and that he has
elected to resign, in which event termination shall occur thirty (30) days
after delivery of such notice unless such act or omission that gave rise
to Good Reason has been cured by the Company prior to the expiration of
such thirty (30) day period;




     (v) the giving of sixty (60) days written notice to Executive by the
Company that the Company has chosen to terminate Executive’s employment
without Cause;




     (vi) (A) the giving of written notice by Executive that Executive has
chosen to terminate his employment with the Company without Good Reason,
in which case his employment shall terminate sixty (60) days after receipt
of such notice by the Company or (B) the giving by Executive of a notice
of intention not to extend the Term pursuant to Section 4 hereof, in which
case his employment shall terminate at the end of the then current Initial
or Renewal Term, as applicable (in either case, a “Voluntary
Termination”); or




     (vii) if a notice of intention not to extend the Term is sent by the
Company pursuant to Section 4 hereof, upon the discharge of Executive at
the end of the then current Initial or Renewal Term, as applicable (a
“Non-Renewal Termination”).




     (b) “Cause,” as used in Section 10(a)(iii) above, shall mean:




     (i) (A) conviction of a felony, misappropriation of any material
funds or material property of the Company, its subsidiaries or affiliates,
(B) commission of fraud or embezzlement with respect to the Company, its
subsidiaries or affiliates or (C) any material act of dishonesty relating
to Executive’s employment by the Company resulting in direct or indirect
personal gain or enrichment at the expense of the Company, its
subsidiaries or affiliates;




     (ii) use of alcohol or drugs that renders Executive materially unable
to perform the functions of his job or carry out his duties to the
Company;




     (iii) a material breach of this Agreement by Executive;




     (iv) committing any act or acts of serious and willful misconduct
(including disclosure of confidential information) that is likely to cause
a material adverse effect on the business of the Company, its subsidiaries
or affiliates; or



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     (v) the withdrawal with prejudice, denial, revocation or suspension
of the License by the Nevada Gaming Authorities;




     provided that, with respect to (ii), (iii) or (v) above, the Company
shall have first provided Executive with written notice stating with specificity
the acts, duties or directives Executive has committed or failed to observe or
perform, and Executive shall not have corrected the acts or omissions complained of
within thirty (30) days of receipt of such notice.




     (c) “Good Reason,” as used in Section 10(a)(iv) above, shall mean:




     (i) the failure of the Company to maintain Executive as an executive
officer of the Company;




     (ii) a reduction in Executive’s Base Salary;




     (iii) except as provided in Section 6(d), a reduction in Executive’s
target Annual Bonus or target Incentive Award opportunity;




     (iv) a material change in the duties and responsibilities of office
that would cause Executive’s position to have less dignity, importance or
scope than intended at the Effective Date and as set forth herein;
provided, however, that “Good Reason” shall not be deemed to
occur solely as a result of a transaction in which the Company becomes a
subsidiary of another company, so long as Executive’s duties and
responsibilities of office are not materially changed as they relate
solely to the Company; or




     (v) a material breach of this Agreement by the Company.




     (d) Consequences. Termination pursuant to this Section shall have the
following consequences:




     (i) Death. In the case of a termination of this Agreement and
Executive’s employment hereunder due to Executive’s death, Executive’s
estate shall be entitled to receive (A) all accrued and unpaid Base Salary
and bonus(es) through the date of termination; (B) continued payment of
the Base Salary Executive would have received had he remained employed for
the twelve (12) months following the date of termination; (C) a pro rata
bonus for the year of termination, payable when annual bonuses would
normally be paid to other executive officers of the Company, in an amount
equal to the product of (x) the Annual Bonus Executive would have earned
had Executive remained employed with the Company for the entire Fiscal
Year in which



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the termination of Executive’s employment occurs, multiplied by (y) a
fraction, the numerator of which is the number of days in the Fiscal Year
prior to the date of termination and the denominator of which is 365 (the
“Pro Rated Bonus”); and (D) accelerated vesting of all equity
awards (including Incentive Awards) such that the portion of each such
award that would have vested during the twelve (12) month period following
the date of termination had Executive remained employed during such period
shall be immediately vested as of the date of termination.




     (ii) Disability. In the case of a termination of this
Agreement and Executive’s employment hereunder by the Company due to
Disability, Executive shall be entitled to receive (A) all accrued and
unpaid Base Salary and bonus(es) through the date of termination; (B)
continued payment of the Base Salary Executive would have received had he
remained employed for the twelve (12) months following the date of
termination, less any short term disability insurance proceeds received by
Executive during such twelve (12) month period; (C) a Pro Rated Bonus; and
(D) accelerated vesting of all equity awards (including Incentive Awards)
such that the portion of each such award that would have vested during the
twelve (12) month period following the date of termination had Executive
remained employed during such period shall be immediately vested as of the
date of termination. Notwithstanding anything in this Section 10(d)(ii)
to the contrary, in the event that Executive is deemed to be a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and
Executive is not “disabled” within the meaning of Section 409A(a)(2)(C),
no payment described in this Section 10(d)(ii) that is “deferred
compensation” subject to Section 409A of the Code shall be made to
Executive prior to the date that is six (6) months after the date of
Executive’s “separation from service” (as defined in Section 409A of the
Code and any Treasury Regulations promulgated thereunder) or, if earlier,
Executive’s date of death. In such event, all payments subject to the six
(6) month delay will be paid in a single lump sum on the earliest
permissible payment date.




     (iii) Non-Renewal Termination. In the case of a termination
of this Agreement and Executive’s employment hereunder due to a
Non-Renewal Termination, Executive shall be entitled to receive (A) all
accrued and unpaid Base Salary and bonus(es) through the date of
termination and (B) continued vesting of all equity awards (including
Incentive Awards) in accordance with their terms so that all such awards
continue to vest and restrictions on any restricted Shares continue to
lapse at the same rate as if Executive had remained employed by the
Company.



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     (iv) For Cause; Voluntary Termination. In the case of a
termination of this Agreement and Executive’s employment hereunder by the
Company for Cause or due to a Voluntary Termination, Base Salary and
benefits, including the vesting of any equity awards, payable to Executive
shall immediately cease, subject to any requirements of law.




     (v) Without Cause; For Good Reason (No Change in Control). In
the case of a termination of this Agreement and Executive’s employment
with the Company by Executive for Good Reason or by the Company without
Cause, in each case at any time other than within the two (2) year period
following a “Change in Control” (as that term shall be defined in the 2004
Equity Award Plan), then Executive shall be entitled to receive (A) all
accrued and unpaid Base Salary and bonus(es) through the date of
termination; (B) continued payment of the Base Salary Executive would have
received had he remained employed through the remainder of the Term,
unless and until Executive shall become employed elsewhere in which event
the Company shall pay only the excess, if any, of the Base Salary over
fifty percent (50%) of the salary and bonus compensation earned by
Executive in such employment; (C) the Pro Rated Bonus; (D) accelerated
vesting of all equity awards (including Incentive Awards) so that all such
awards are fully vested as of the date of termination; and (E) continued
participation in the health and welfare benefit plans of the Company
during the remainder of the Initial Term or the Renewal Term, as
applicable; provided, that the Company’s obligation to provide such
benefits shall cease at the time Executive and his covered dependents
become eligible for comparable benefits from another employer that do not
exclude any pre-existing condition of Executive or any covered dependent
that was not excluded under the Company’s health and welfare plans
immediately prior to the date of termination. Notwithstanding anything in
this Section 10(d)(v) to the contrary, in the event that Executive is
deemed to be a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code, no payment described in this Section
10(d)(v) that is “deferred compensation” subject to Section 409A of the
Code shall be made to Executive prior to the date that is six (6) months
after the date of Executive’s “separation from service” (as defined in
Section 409A of the Code and any Treasury Regulations promulgated
thereunder) or, if earlier, Executive’s date of death. In such event, all
payments subject to the six (6) month delay will be paid in a single lump
sum on the earliest permissible payment date.




     (vi) Without Cause; For Good Reason (Change in Control). In
the case of a termination of this Agreement and



14









 







Executive’s employment with the Company by Executive for Good Reason
or by the Company without Cause, in each case within the two (2) year
period following a Change in Control, then Executive shall be entitled to
receive promptly following the date of such termination, (A) all accrued
and unpaid Base Salary and bonus(es) through the date of termination; (B)
a lump sum payment of two (2) times the sum of (I) the Base Salary and
(II) the target Annual Bonus for the year of termination; (C) a pro rata
annual bonus for the year of termination in an amount equal to the product
of (x) Executive’s target Annual Bonus for the Fiscal Year in which the
termination of Executive’s employment occurs, multiplied by (y) a
fraction, the numerator of which is the number of days in the Fiscal Year
prior to the date of termination and the denominator or which is 365; (D)
accelerated vesting of all equity awards (including Incentive Awards) so
that all such awards are fully vested as of the date of termination; and
(E) continued participation in the health and welfare benefit plans of the
Company and employer contributions to non-qualified retirement plans and
deferred compensation plans, if any, for two years following the date of
termination; provided, that the Company’s obligation to provide
such benefits shall cease at the time Executive and his covered dependents
become eligible for comparable benefits from another employer that do not
exclude any pre-existing condition of Executive or any covered dependent
that was not excluded under the Company’s health and welfare plans
immediately prior to the date of termination.




     (vii) Health and Welfare Benefit Equivalents. To the extent
that the health and welfare benefits provided for in Sections 10(d)(v) and
(vi) are not permissible after termination of employment under the terms
of the benefit plans of the Company then in effect (and cannot be provided
through the Company’s paying the applicable premium for Executive under
COBRA), the Company shall pay to Executive such amount as is necessary to
provide Executive, after tax, with an amount equal to the cost of
acquiring, for Executive and his spouse and dependents, if any, on a
non-group basis, for the required period, those health and other welfare
benefits that would otherwise be lost to Executive and his spouse and
dependents as a result of Executive’s termination.




     (e) Taxes. Notwithstanding any other provision of this Agreement to
the contrary, if payments made pursuant to this Section 10 are considered
“parachute payments” under Section 280G of the Code, then such parachute payments
plus any other payments made by the Company to Executive which are considered
parachute payments shall be limited to the greatest amount which may be paid to the
Executive under Section 280G of the Code without causing any loss of deduction to
the



15









 







Company under such section, but only if, by reason of such reduction, the net
after tax benefit to Executive shall exceed the net after tax benefit if such
reduction were not made. “Net after tax benefit” for purposes of this
Agreement shall mean the sum of (i) the total amounts payable to the Executive
under Section 10, plus (ii) all other payments and benefits which the Executive
receives or then is entitled to receive from the Company that would constitute a
“parachute payment” within the meaning of Section 280G of the Code, less (iii) the
amount of federal and state income taxes payable with respect to the foregoing
calculated at the maximum marginal income tax rate for each year in which the
foregoing shall be paid to Executive (based upon the rate in effect for such year
as set forth in the Code at the time of termination of Executive’s employment),
less (iv) the amount of excise taxes imposed with respect to the payments and
benefits described in (i) and (ii) above by Section 4999 of the Code.




     (f) Release. Notwithstanding any other provision of this Agreement to
the contrary, Executive acknowledges and agrees that any and all payments to which
Executive is entitled under this Section 10 are conditional upon and subject to
Executive’s execution of the Release and Covenant Not to Sue in the form attached
hereto as Exhibit A (which form may be reasonably modified to reflect
changes in the law), of all claims Executive may have against the Company and its
directors, officers and affiliates, except as to matters covered by provisions of
this Agreement that expressly survive the termination of this Agreement.



     11. Assignment and Assumption.




     (a) This Agreement is personal to Executive and shall not be assignable by
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Executive’s legal
representatives. This Agreement shall inure to the benefit of and be binding upon
the Company and its successors.




     (b) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this
Agreement, “Company” shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.



     12. Approval of Agreement. Executive and the Company acknowledge that the terms of this
Agreement are subject to the approval of the Nevada Gaming



16









 







Authorities and each agrees to make reasonable modifications in this Agreement, if necessary,
to secure such approval. If this Agreement shall be disapproved by the Nevada Gaming Authorities
and reasonable modifications shall be insufficient to obtain such approval, then this Agreement
shall terminate and neither party shall have any further responsibility to the other hereunder.



     13. Miscellaneous.




     (a) Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if sent
via a national overnight courier service or by certified mail, return receipt
requested, postage prepaid, addressed to the parties as follows:



If to Executive, to the last known address in the records of the Company.




If to the Company, to:




Las Vegas Sands, LLC

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attn: General Counsel




With a copy to:




Charles D. Forman

Director, Member of the Compensation Committee

300 First Avenue

Needham, Massachusetts 02494





or to such other address as any party shall request of the others by giving notice
in accordance with this Section.




     (b) Integration. This Agreement is the result of substantial
negotiations between the parties, represents the complete agreement of the parties
with respect to the subject matter hereof, and supersedes all prior agreements and
understandings.




     (c) Severability. If any provision of this Agreement shall be declared
void or unenforceable by any judicial or administrative authority, the validity of
any other provision and of the entire Agreement shall not be affected thereby.




     (d) Waiver of Provisions. The failure of either party to insist upon a
strict performance of any of the terms or provisions of this Agreement or to
exercise any option, right, or remedy herein contained, shall not be construed as a
waiver or as a relinquishment for the future of



17









 







such term, provision, option, right, or remedy, but the same shall continue
and remain in full force and effect. No waiver by either party of any term or
provision hereof shall be deemed to have been made unless expressed in writing and
signed by such party.




     (e) Amendments. This Agreement may not be amended, changed or modified
except by a written document signed by each of the parties hereto.




     (f) Entire Agreement. This Agreement constitutes the entire
agreement between the parties as of the Effective Date and supersedes all previous
agreements and understandings between the parties with respect to the subject
matter hereof, including the Prior Employment Agreement.




     (g) Successors and Assigns. All provisions of this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by and against the
parties hereto, and their respective heirs, personal representatives, successors
and permitted assigns.




     (h) Governing Law. This Agreement shall be governed by, construed
under, and interpreted 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 any 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 OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN
ANY COURT.




     (j) Dispute Resolution.




     (i) Executive acknowledges and agrees that the Company’s remedies at
law for a breach or threatened breach of any of the provisions of Sections
7 or 8 herein would be inadequate and, in recognition of this fact,
Executive agrees that, in the event of such a breach or threatened breach,
in addition to any remedies at law, the Company, without posting any bond,
shall be entitled to obtain equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available. In



18









 







addition, and without limiting Section 8(f) hereof, the Company shall
be entitled to immediately cease paying any amounts remaining due or
providing any benefits (including the vesting of equity) to Executive
pursuant to Section 10 if Executive has violated any provision of Section
7 or 8. Any controversy or claim arising out of or relating to Sections 7
or 8 of this Agreement (or the breach thereof) shall be settled by a state
or federal court located in Las Vegas, Nevada.




     (ii) Any controversy or claim arising out of or related to any
provision of this Agreement other than Sections 7 or 8 shall be settled by
final, binding and non-appealable arbitration in Las Vegas, Nevada.
Subject to the following provisions, the arbitration shall be conducted in
accordance with the Commercial Rules of the American Arbitration
Association (the “AAA”) then in effect. The arbitration shall be
conducted by a panel of three arbitrators. One of the arbitrators shall
be appointed by the Company, one shall be appointed by Executive and the
third shall be appointed by the first two arbitrators. If the first two
arbitrators cannot agree on the third arbitrator within thirty (30) days
of the appointment of the second arbitrator, then the third arbitrator
shall be selected from a list of seven arbitrators selected by the AAA,
each of whom shall be experienced in the resolution of disputes under
employment agreements for executive officers of major corporations. From
the list of seven arbitrators selected by the AAA, one arbitrator shall be
selected by each party striking in turn with the party to strike first
being chosen by a coin toss. Any award entered by the arbitrators shall be
final, binding and non-appealable and judgment may be entered thereon by
either party in accordance with applicable law in any court of competent
jurisdiction. This arbitration provision shall be specifically
enforceable. The arbitrators shall have no authority to modify any
provision of this Agreement or to award a remedy for a dispute involving
this Agreement other than a benefit specifically provided under or by
virtue of the Agreement. The Company shall be responsible for all of the
fees of the AAA and the arbitrators (if applicable).




     (iii) If Executive prevails on any material issue which is the
subject of an arbitration or litigation, as applicable, the Company shall
reimburse one hundred percent (100%) of Executive’s reasonable legal fees
and expenses. Otherwise, subject to Section 13(j)(ii), each party shall be
responsible for its own expenses relating to the conduct of the
arbitration or litigation, as applicable (including reasonable attorneys’
fees and expenses).




     (iv) The arbitrators shall render an award and written opinion
explaining the award.



19









 






     (v) The hearing and arbitration proceedings (as well as any resulting
judicial proceedings seeking to enforce or vacate any arbitration award)
shall be conducted in a confidential manner and both the conduct and the
results of the arbitration shall be kept confidential by the parties. The
arbitrators shall be advised of the confidentiality of the proceedings and
any award and decision of the arbitrators shall be written in such a way
as to protect the confidentiality of personal information or information
made (or recognized as) confidential by this Agreement or recognized as
confidential by any confidentiality agreement.




     (vi) In the event of litigation to secure provisional relief, or to
enforce, confirm or review an arbitration award under this Agreement, any
such court action shall be brought under seal to the extent permitted by
the court in order to maintain the confidentiality of the matter as well
as the confidentiality of the arbitration, the decision and award, any
personal information and the confidentiality of any information which any
party is required to keep confidential pursuant to this Agreement or any
other agreement involving the parties. Each party to any such judicial
action shall make every effort in any pleadings filed with the court and
in his or its conduct of any court litigation to maintain the
confidentiality of any personal information and any information which any
party is required to keep confidential pursuant to this Agreement or any
other agreement involving the parties. To this end, the court shall,
inter alia, be informed of the confidentiality obligations of this
Agreement and shall be requested that any decision, opinion or order
issued by the court be written in such a manner as to protect the
confidentiality of any information which is required to be kept
confidential pursuant to this Agreement or any other agreement involving
the parties.




     (vii) In the event of a dispute subject to this Section 13(j), the
parties shall be entitled to reasonable, but expedited discovery related
to the claim that is the subject of the dispute, subject to the discretion
of the arbitrators. Any discovery agreed upon or authorized by the
arbitrators shall be concluded prior to the date set for the hearing. In
the event of a conflict between the applicable rules of the AAA and the
procedures set forth in this Section 13(j), the provisions of this Section
13(j) shall govern.




     (k) Withholding Taxes. The Company may withhold from any amounts
payable under this Agreement such Federal, state and local taxes as may be required
to be withheld pursuant to any applicable law or regulation.



20









 






     (l) Continuation of Employment. Unless the parties otherwise agree in
writing, continuation of Executive’s employment with the Company beyond the
expiration of the Term shall be deemed an employment at will and shall not be
deemed to extend any of the provisions of this Agreement, and Executive’s
employment may thereafter be terminated “at will” by Executive or the Company.




     (m) No Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver of
such party’s rights or deprive such party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.




     (n) No Mitigation. Except as expressly provided in Sections 10(d)(v)
and (vi), Executive shall not be required to mitigate the value of any payments or
benefits contemplated by this Agreement, nor shall any such benefits be reduced
from any earnings or benefits that Executive may receive from any other source.




     (o) Headings. Section headings in this Agreement are included for
convenience of reference only and are not intended to define, limit or describe the
scope or intent of any provision of this Agreement.




     (p) Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.




     (q) Survival. Sections 7, 8, 10(d), 10(e), 11 and 13 (including,
without limitation, Section 13(j)) shall survive and continue in full force and
effect in accordance with their terms notwithstanding the termination of this
Agreement and Executive’s employment for any reason.



21









 





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



	 	 	 
	 

	 	LAS VEGAS SANDS CORP.
	 
	 	 
	 

	 	/s/ William P. Weidner

By:  William P. Weidner

Its:  President and Chief Operating Officer
	 
	 	 
	 
	 	 
	 

	 	LAS VEGAS SANDS, LLC
	 
	 	 
	 

	 	/s/ William P. Weidner

By:  William P. Weidner

Its:  President and Chief Operating Officer
	 
	 	 
	 
	 	 
	 

	 	EXECUTIVE
	 
	 	 
	 

	 	/s/ Robert Rozek

Robert Rozek






22









 






EXECUTION COPY




EXHIBIT A




GENERAL RELEASE

AND COVENANT NOT TO SUE




     TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that:



     Robert Rozek (“Executive”), on Executive’s own behalf and on behalf of Executive’s
descendants, dependents, heirs, executors and administrators and permitted assigns, past and
present, in consideration for the amounts payable and benefits to be provided to Executive under
that Employment Agreement dated as of                     , 2006 (the “Employment Agreement”) by and
among Executive, Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and Las Vegas Sands,
LLC, a Nevada limited liability company and wholly-owned subsidiary of LVSC (“LVSI” and
together with LVSC, the “Company”) does hereby covenant not to sue or pursue any litigation
against, and waives, releases and discharges the Company, its assigns, affiliates, subsidiaries,
parents, predecessors and successors, and the past and present shareholders, employees, officers,
directors, representatives and agents of any of them (collectively, the “Company Group”),
from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action
whatsoever, of any and every kind and description, whether known or unknown, accrued or not
accrued, that Executive ever had, now has or shall or may have or assert as of the date of this
Release and Covenant Not to Sue against the Company Group relating to his employment with the
Company or the termination thereof or his service as an officer or director of any subsidiary or
affiliate of the Company or the termination of such service, including, without limiting the
generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or
causes of action related to employment or termination of employment or that arise out of or relate
in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits
discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of
1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the
Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the
Sarbanes-Oxley Act of 2002, all as amended, and other Federal, state and local laws relating to
discrimination on the basis of age, sex or other protected class, all claims under Federal, state
or local laws for express or implied breach of contract, wrongful discharge, defamation,
intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs;
provided, however, that nothing herein shall release the Company from any of its
obligations to Executive under the Employment Agreement (including, without limitation, its
obligation to pay the amounts and provide the benefits upon which this Release and Covenant Not to
Sue is conditioned) or any rights Executive may have to indemnification under any charter or
by-laws (or similar documents) of any member of the Company Group or any insurance coverage under
any directors and officers insurance or similar policies.



     Executive further agrees that this Release and Covenant Not to Sue may be pleaded as a full
defense to any action, suit or other proceeding covered by the terms



 









 







hereof that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs
or assigns. Executive understands and confirms that Executive is executing this Release and
Covenant Not to Sue voluntarily and knowingly, but that this Release and Covenant Not to Sue does
not affect Executive’s right to claim otherwise under ADEA. In addition, Executive shall not be
precluded by this Release and Covenant Not to Sue from filing a charge with any relevant Federal,
state or local administrative agency, but Executive agrees to waive Executive’s rights with respect
to any monetary or other financial relief arising from any such administrative proceeding.



     In furtherance of the agreements set forth above, Executive hereby expressly waives and
relinquishes any and all rights under any applicable statute, doctrine or principle of law
restricting the right of any person to release claims that such person does not know or suspect to
exist at the time of executing a release, which claims, if known, may have materially affected such
person’s decision to give such a release. In connection with such waiver and relinquishment,
Executive acknowledges that Executive is aware that Executive may hereafter discover claims
presently unknown or unsuspected, or facts in addition to or different from those that Executive
now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is
the intention of Executive to fully, finally and forever release all such matters, and all claims
relating thereto, that now exist, may exist or theretofore have existed, as specifically provided
herein. The parties hereto acknowledge and agree that this waiver shall be an essential and
material term of the release contained above. Nothing in this paragraph is intended to expand the
scope of the release as specified herein.



     This Release and Covenant Not to Sue shall be governed by and construed in accordance with the
laws of the State of Nevada, applicable to agreements made and to be performed entirely within such
State.



     To the extent that Executive is forty (40) years of age or older, this paragraph shall apply.
Executive acknowledges that Executive has been offered a period of time of at least twenty-one (21)
days to consider whether to sign this Release and Covenant Not to Sue, which Executive has waived,
and the Company agrees that Executive may cancel this Release and Covenant Not to Sue at any time
during the seven (7) days following the date on which this Release and Covenant Not to Sue has been
signed by all parties to this Release and Covenant Not to Sue. In order to cancel or revoke this
Release and Covenant Not to Sue, Executive must deliver to the General Counsel of the Company
written notice stating that Executive is canceling or revoking this Release and Covenant Not to
Sue. If this Release and Covenant Not to Sue is timely cancelled or revoked, none of the
provisions of this Release and Covenant Not to Sue shall be effective or enforceable and the
Company shall not be obligated to make the payments to Executive or to provide Executive with the
other benefits described in the Employment Agreement and all contracts and provisions modified,
relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior
hereto.



     Executive acknowledges and agrees that Executive has entered into this Release and Covenant
Not to Sue knowingly and willingly and has had ample



2









 







opportunity to consider the terms and provisions of this Release and Covenant Not to Sue.



     IN WITNESS WHEREOF, the parties hereto have caused this General Release and Covenant Not to
Sue to be executed on this                      day of                     ,      .



	 	 	 
	 

	 	LAS VEGAS SANDS CORP.
	 
	 	 
	 

	 	 
	 

	 	 
	 

	 	By:
	 

	 	Its:
	 
	 	 
	 
	 	 
	 

	 	LAS VEGAS SANDS, LLC
	 
	 	 
	 

	 	 
	 

	 	 
	 

	 	By:
	 

	 	Its:
	 
	 	 
	 
	 	 
	 

	 	EXECUTIVE
	 
	 	 
	 

	 	 
	 

	 	 
	 

	 	Robert Rozek







3