Marina Bay
Sands Pte. Ltd.
(Company Reg. 200507292R)
THIS EMPLOYMENT
AGREEMENT (this “Agreement”) is made and entered into
as of the 6th day of December, 2008 (the “Effective
Date”), by and between Marina Bay Sands Pte. Ltd., a
Singapore company with its principal business offices located at 9
Raffles Place, #45-01 Republic Plaza, Singapore, 048619 (the
“Company”), and Mr. De ANGELO Leonard, residing at
679 Bent Creek Dr., Lititz, PA 17543 and is holder of United States
of America ] Passport Number 211722241 (the
“Executive”).
WHEREAS, the
Company desires to employ the Executive and to enter into this
Agreement embodying the terms of such employment and the Executive
desires to accept such employment and to enter into this
Agreement.
NOW, THEREFORE,
in consideration of the promises and mutual covenants contained
herein and for other good and valuable consideration, the Company
and the Executive (each individually a “Party” and
together the “Parties”) agree as follows:
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1.1
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“ Affiliates ”
shall mean the parent, subsidiary and affiliated companies of the
Company, including without limitation, Las Vegas Sands Corp.;
Venetian Macau Limited; Venetian Cotai Limited; Venetian Casino
Resort, LLC; World Sourcing Services Limited; Venetian Marketing
Services Limited; and Venetian Venture Development, LLC.
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1.2
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“ Base Salary ”
shall mean the salary provided for in Section 3 of this
Agreement or any change thereto pursuant to the provisions of
Section 3.
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1.3
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“ Cause ” shall
mean:
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(a)
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Conviction, or a guilty plea of any
criminal offence (other than of a traffic offence) whether in
Singapore or elsewhere involving dishonesty on the part of the
Executive;
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(b)
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Misappropriation of any material
funds or property of the Company, commission of fraud or
embezzlement with respect to the Company, or any material act of
dishonesty in relation to Executive’s employment by the
Company resulting or intended to result in direct or indirect
personal gain or enrichment at the expense of the Company;
or
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(c)
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Use
of alcohol or drugs that renders the Executive unable to perform
the functions of his job or carry out his duties; or
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(d)
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The
failure to obtain, or loss, revocation or suspension of any license
or certification of the Executive necessary for the Executive to
discharge the Executive’s duties on behalf of the Company;
or
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(e)
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A
decree of a court of competent jurisdiction that Employee is not
mentally competent or is unable to handle his own affairs;
or
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(f)
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The
Executive’s death; or
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(g)
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The
Executive’s disability (defined below); or
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(h)
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The
giving of written notice by Employer to Executive upon a material
breach of this Agreement by Executive, which material breach, if
curable, remains uncured for ten (10) days after the giving of
such notice (For purposes of this subparagraph, “material
breach” shall mean an act or omission, not otherwise
specified in the definition of “Cause” set forth above,
the occurrence of which would lead a reasonably prudent employer to
terminate the employment of the offending party, were the offending
party to possess a comparable position, service record and
experience as Executive.
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Confidential Information ” shall mean all private,
personal, confidential
or proprietary
information, tangible or intangible, owned by or pertaining to the
Company, Affiliates, or Sheldon G. Adelson, which information was
learned or acquired by the Executive as a result of his employment
relationship with the Company. Without limiting the generality of
the preceding sentence, “Confidential Information”
shall include, but not be limited to, all of the Company and
Affiliates’ trade secrets, business methods, lists of
customers (whether or not customers may have been solicited or
procured by the Executive or by the Company), secret formulas or
processes, player rating and credit line information, customer
information, customer data, sales data, cost data, profit data,
marketing methods, credit and collections techniques, strategic
planning data, and financial planning data and all data and
information stored on, received on or transmitted using the Company
owned or leased equipment; provided, however, that
“Confidential Information” shall not include
information or data: (i) generally publicly known,
(ii) learned by the Executive from third persons with a legal
right to disclose such information to the Executive, or
(iii) discovered by the Executive through means entirely
independent from and in no way arising from the disclosure to the
Executive by the Company.
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1.4
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“ Content ” shall
mean all Confidential Information in whatever form embodied or
reduced including, but not limited to, papers, drawings, notes,
memoranda, manuals, specifications, designs, devices, code, e-mail,
documents, diskettes, tapes and any electronic method of recording
information or any other method of recording information whether
now known or discovered or invented in the future.
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1.5
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“ Disability ”
shall mean the Executive’s inability to perform, for a period
of twelve (12) consecutive weeks, the essential functions of
the position by reason of permanent mental or physical disability,
whether resulting from illness, accident or otherwise.
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1.6
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“ Singapore Gaming
Authority ” shall mean the Ministry of Home Affairs, the
Casino Regulatory Authority or any other branch of the Singapore
Government tasked with the regulation of casinos in
Singapore;
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1.7
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“ Term of Employment
” shall mean the Initial Term of Employment and any
extensions thereon.
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2.
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Term of Employment. Positions and
Duties .
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2.1
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Employment Accepted
. The Company hereby
employs the Executive, and the Executive hereby accepts employment
with the Company, for the Term of Employment, in the position and
with the duties and responsibilities set forth in subsection 2.3 or
in such other position as reasonably assigned by the Company and
upon such other terms and conditions as are hereinafter
stated.
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2.2
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Initial Term of
Employment .
The initial term of employment shall commence upon the issuance of
the Singapore Employment Pass and shall terminate upon the close of
business on the Third (3 rd ) anniversary thereof
(“Initial Term”). The employment may be extended
thereafter for such subsequent terms as agreed by the Company and
the Executive.
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2.3
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Duties and
Responsibilities . During the Term of Employment, the
Executive shall be employed as Senior Vice President —
Operations, Asia with the Company (this is a Grade A position
according to the Company’s grading system). In this capacity,
the Executive will report directly to Bradley H. Stone, Executive
Vice President — Las Vegas Sands Corp., all subject to change
at the Company’s discretion provided, however, unless
Executive’s replacement report is a reasonably equivalent
company executive as Mr. Stone or is an executive with
reasonably similar authority over the gaming and hotel operations
of Singapore and Macau as Mr. Stone and who, in either case,
is employed by the ultimate parent company of Employer in Las
Vegas, Nevada, Executive shall have a right to comply with the
termination without cause provisions of paragraph 9.5 so long as
the decision of the Executive to invoke paragraph 9.5 is made by
notice to Employer within 30 days after learns of the
reporting change. The Executive shall devote the necessary time and
attention to the duties and responsibilities of this position which
will include, without limitation:
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Managing all the Gaming and Hotel
Operations in the Asian rRegion (including Singapore and Macao
SAR);
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Performing all duties on behalf of
the Company and any of its other subsidiaries or Affiliates as
designated or requested by the Executive Vice President — Las
Vegas Sands Corp. (or his replacement as provided earlier in this
paragraph 2.3) as well as other related duties and responsibilities
as may be assigned to the Executive.
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During the period of the
Executive’s employment, he will faithfully and diligently
devote all of his business and professional time, attention,
energy, experience and ability to promote the business and
interests of the Company. While employed by the Company, the
Executive will not engage in any other employment, occupation,
consultation or business pursuit which would interfere with or take
time away from the discharge of his employment responsibilities
without the prior written consent of the Company.
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2.4
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Licensing and Compliance
Requirement . If required by the Company or the
Singapore Gaming Authorities, the Executive must apply for and
obtain a casino key or the necessary employee license (the
“License”). The Company and the Executive agree to
cooperate with the Singapore Gaming Authorities and with each other
in applying for the License and in removing any objections that may
be raised by the Singapore Gaming Authorities in connection with
the granting of the License. Additionally, the Agreement is
contingent upon the Executive fully cooperating with, and
successfully completing, the Company’s background
investigation pursuant to its corporate compliance policies and
procedures, and if applicable, any probity checks by the Singapore
Gaming Authority.
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2.5
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Conviction The Executive hereby confirms that
he has not been convicted of any criminal offence involving
dishonesty on his part in Singapore or elsewhere. In the event that
he is convicted of or charged with any such offence, he will
immediately inform the Company.
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2.6
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Policies and Procedures
. In addition to the
terms herein, the Executive agrees to be bound by Company’s
policies and procedures as such may be amended by the Company from
time to time. In the event the terms in this Agreement conflict
with the Company’s policies and procedures, the terms herein
shall take precedence.
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3.
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Base Salary
. During the Term of
Employment, the Executive shall be entitled to receive a Base
Salary of One Million One Hundred Eighty Thousand and Eight Hundred
Singapore Dollars (SGD) PER YEAR equivalent to USD 800,000 per
annum (the “US Base Salary”) payable in equal
installments monthly or otherwise in accordance with the regular
payroll of the Company. (The Monthly Base Salary is equaled to SGD
98,400). Notwithstanding the foregoing, the Company agrees to
protect the Executive against decreases in the value of the
Singapore Dollar against the United States Dollar determined by
reference to the exchange rate published by Wall Street Journal
(the “Exchange Rate”) of greater that 1% as provided in
this Section 3 (the “Base Salary Exchange Rate
Adjustment”) and the Company also agrees that increases in
the value of the Singapore Dollar against the United States Dollar
(except as part of the averaging process to determine if there is a
Base Salary Rate Exchange Adjustment as described below) shall have
no effect on the Base Salary. The Base Salary Exchange Rate
Adjustment shall be calculated as follows: On every anniversary of
the beginning date of the initial Term of Employment (the
“Anniversary Date”), the Base Salary in effect at the
end of each of the 12 month periods (determining the monthly
periods by taking the numerical day of the beginning date of the
Initial Term of Employment as the beginning of the monthly period
and using the numerical day of the next month numerically preceding
such beginning numerical day as the ending day of the monthly
period) during each annual period after the beginning date of the
Initial Term of Employment shall be converted into United States
Dollars at the Exchange Rate in effect at the end of each monthly
period (“Monthly Conversion”) and the sum in United
States Dollars for the 12 Monthly Conversions shall be determined
(the “Converted Amount”). If the Converted Amount is
more than one (1) percent less than the US Base Salary, the
difference between the Converted Amount and the US Base Salary
shall be paid to Executive by Company in Singapore Dollars at the
Exchange Rate in effect on the Anniversary Date. The Company will
review the salary of the Executive on each Anniversary Date. The
amount of an annual salary increase, if any, shall nonetheless rest
in the sole, absolute and unfettered discretion of the Company. The
amount of any salary increase once effective shall become the Base
Salary for the purpose of this Agreement and the new US Base Salary
shall be the new Base Salary adjusted by the Exchange Rate in
effect at the effective date of the Base Salary
adjustment.
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The
Executive shall be responsible for his own income taxes arising
from employment in Singapore subject however to any withholding or
deductions required by Singapore law. . In the event that there is
an obligation to make Central Provident Fund
(CPF) contributions arises in respect of the Executive, the
Company will be entitled to:
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3.1
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to
make corresponding adjustments to the Base Salary;
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3.2
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to
recover such portion of the CPF contribution from the
Executive’s salary as permitted by law.
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4.
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Expatriate Benefits.
If the Executive is
required to relocate to Singapore, the Executive shall be entitled
to the Expatriate Benefits subject to the Company’s current
Expatriate Compensation and Benefits Policy. The Executive’s
point of hire shall be U.S.A..
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4.1
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Settling-in Period
. The Executive shall be
provided with temporary housing in a Singapore hotel and be paid a
settling-in allowance as per the terms of the Company’s
policies.
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4.2
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Home Leave Allowance.
The Executive will be
reimbursed for up to Twelve (12) round trip air tickets on
Business Class from Singapore to U.S.A. or from U.S.A. to Singapore
for every 12 months completed service. Such tickets can only
be utilized for travel by the Executive or by persons designated by
Executive for social and family reasons determined by
Executive.
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4.3
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Relocation Benefits after Completion
of Term or Termination Without Cause . Provided that the Executive
completes the Initial Term of Employment or in case of a
Termination without Cause, the reimbursement of the same types of
reasonable costs of relocating the Executive and the Exe
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