this Agreement
(including any taxes, interest and penalties under Section 409A), and neither
the Company nor any Affiliate shall have any obligation to indemnify or
otherwise hold the Executive (or any beneficiary) harmless from any or all of
such taxes, interest or penalties. For purposes of Section 409A, each of the
payments that may be made under Section 8 are designated as separate payments
for purposes of Treasury Regulations Section 1.409A-1(b)(4)(i)(F),
1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v)(B).
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement
on the date first set forth above.
LAS VEGAS SANDS CORP.:
EXECUTIVE:
By:
/s/ William P. Weidner
By:
/s/ Kenneth J. Kay
Name:
William P. Weidner
Kenneth J. Kay
Title:
President and COO
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