Exhibit 10.27
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (the “
Agreement ”) is made on December 20, 2004 by and among
Las Vegas Sands, Inc., a Nevada corporation (“ LVSI
”), Las Vegas Sands Corp., a Nevada corporation (“
LVSC ”), and Sheldon G. Adelson (“
Adelson ”) with respect to the Amended and Restated
Las Vegas Sands, Inc. 1997 Fixed Stock Option Plan (the “
Plan ”) and the options to acquire shares of LVSI
stock that have been issued thereunder (the “ Stock
Options ”).
WHEREAS , LVSI, LVSC, and Las Vegas Sands Mergerco, a
Nevada corporation and wholly-owned subsidiary of LVSC (“
Mergerco ”), are concurrently herewith entering into
an Agreement and Plan of Merger (the “ Merger
Agreement ”) pursuant to which, effective as of the
“Effective Date” (as that term is defined in the Merger
Agreement), Mergerco shall be merged with and into LVSI, with LVSI
surviving; and
WHEREAS , at the Effective Date, each share of common
stock of LVSI shall automatically be converted into 266.0327553
shares of common stock in LVSC and all shares of LVSI outstanding
shall no longer be deemed outstanding and shall be cancelled and
retired.
NOW , THEREFORE , in consideration of the
premises and mutual covenants herein and for other good and
valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. LVSI does hereby assign to LVSC,
and LVSC does hereby assume, the Plan and all of the rights,
powers, obligations, responsibilities and liabilities set forth in
the Plan, including, without limitation, the right and
responsibility to appoint a committee to administer the
Plan.
2. Each Stock Option outstanding
immediately prior to the Effective Date (other than the
“Adelson Options”, as defined below), whether or not
vested, is hereby assumed by LVSC.
3. Adelson does hereby assign to
LVSC, and LVSC does hereby assume, any and all obligations retained
by Adels
