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, Inc. (currently known as Las Vegas Sands, LLC), a
wholly-owned subsidiary of LVSC (together with LVSC, the “
Company ”), and William P. Weidner (“
Executive ”) is dated as of December 31,
2008.
WHEREAS , the Company and Executive wish to amend the
Employment Agreement as provided herein to reflect certain changes
required to comply with Section 409A of the Internal Revenue
Code of 1986, as amended (the “ Code
”).
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.
Amendment to Section 6(b) of the Employment Agreement.
Section 6(b)(ii) of the Employment Agreement is hereby amended
by adding the following language at the end thereof to read as
follows:
“Payments
of Base Bonus that are earned, if any, shall be made as soon as
practicable following the determination by the Committee that such
amounts have been earned, and in any event within 60 days
following the end of the relevant quarter.”
3.
Amendment to Section 6(c) of the Employment Agreement.
Section 6(c)(i) of the Employment Agreement is hereby amended
by adding the following language at the end thereof to read as
follows:
“Payments
of Annual Supplemental Bonus that are earned, if any, shall be made
as soon as practicable following the determination by the Committee
that such amounts have been earned, and in any event not later than
March 15 of the calendar year following the calendar year to
which the Annual Supplement Bonus relates.”
4.
Amendment to Section 10(d)(vi) of the Employment
Agreement. Section 10(d)(vi) of the Employment Agreement
is hereby amended by adding the following language at the end
thereof to read as follows:
“;
provided , further , that if the Change of Control
does not satisfy the definition of a change in the ownership or
effective control of a corporation, or a change in the ownership of
a substantial portion of the assets of a corporation pursuant to
Section 409A, then the payment referred to in subclause
(B) of this Section 10(d)(vi) will be paid ratably over
the same time period that payments under Section 10(d)(v)(B)
would have been payable, and the payment referred to in subclause
(C) of this Section 10(d)(vi) will
be payable at
the same time that payment of the Pro Rated Bonus therein would
have been paid, in each case assuming such termination of
employment did not occur within the two (2) year period
following a Change in Control.”
5.
Amendment to Section 10(d)(viii) of the Employment
Agreement. Section 10(d) of the Employment Agreement is hereby
amended by adding a new Section 10(d)(viii) at the end thereof
to read as follows:
“(viii)
Timing of Certain Payments . Subject to Section 10(f) and
13(r): (A) any amounts payable under Section 10(d)(i)(A),
10(d)(ii)(A), 10(d)(iii)(A), 10(d)(v)(A) and 10(d)(vi)(A) shall be
paid as soon as practicable, and in any event within 30 days
following termination of employment; (B) any reimbursements
for expenses incurred under Section 10(d)(v)(E) or
10(d)(vi)(E) (to the extent such reimbursements are treated as
deferred compensation subject to Section 409A) shall be paid
as soon as practicable following submission of the claims but in
any event not later than the third calendar year following the
calendar year in which Executive’s separation from service
occurs; and (C) any amount payable under
Section 10(d)(vii) shall be determined as soon as practicable
following termination of employment and shall be paid to Executive
within 60 days following termination of
employment.”
6.
Amendment to Section 10(f) of the Employment Agreement.
Secti
