Exhibit 10.42
LAS VEGAS SANDS,
INC.
EXECUTIVE CASH INCENTIVE
PLAN
The purpose of the Las Vegas Sands,
Inc. Executive Cash Incentive Plan (the “ Plan
”) is to establish a program of incentive compensation for
designated officers and/or key executive employees of Las Vegas
Sands, Inc., a Nevada corporation (the “ Company
”) and its subsidiaries and divisions that is directly
related to the performance results of such individuals. The Plan
provides annual incentives, contingent upon continued employment
and meeting certain corporate goals, to certain key executives who
make substantial contributions to the Company.
The following definitions shall be
applicable throughout the Plan.
“ Board ” means
the Board of Directors of the Company.
“ Bonus Award ”
means the award or awards, as determined by the Committee, to be
granted to a Participant based on that Participant’s level of
attainment of his or her goals established in accordance with
Articles IV and V of the Plan.
“ Code ” means
the Internal Revenue Code of 1986, as amended.
“ Committee ”
means either (i) the Board or (ii) a committee selected by the
Board to administer the Plan and composed of not less than two
directors, each of whom is an “outside director”
(within the meaning of Section 162(m) of the Code). If at any time
such a Committee has not been so designated, the Compensation
Committee of the Board shall constitute the Committee or if there
shall be no Compensation Committee of the Board, the Board shall
constitute the Committee. The fact that a Committee member shall
fail to qualify as an “outside director” when
administering the Plan with respect to 162(m) Bonus Awards shall
not invalidate any 162(m) Bonus Award granted by the Committee if
such 162(m) Bonus Award is otherwise validly granted under the
Plan.
“ Company ” means
Las Vegas Sands, Inc., a Nevada corporation, and any successor
thereto.
“ Designated
Beneficiary ” means the beneficiary or beneficiaries
designated by a Participant in accordance with Article XIV hereof
to receive the amount, if any, payable under the Plan upon such
Participant’s death.
“ 162(m) Bonus Award
” means a Bonus Award which is intended to qualify for the
performance-based compensation exception to Section 162(m) of the
Code, as further described in Article VIII.
“ Participant ”
means any officer or key executive of the Company and its
subsidiaries designated by the Committee to participate in the
Plan.
“ Performance Criteria
” means objective performance criteria established by the
Committee with respect to 162(m) Bonus Awards. Performance Criteria
shall be measured in terms of one or more of the following
objectives, described as such objectives relate to Company-wide
objectives or of the subsidiary, division, department or function
with the Company or subsidiary in which the Participant is
employed:
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(i)
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net earnings or
net income (before or after taxes);
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(ii)
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basic or
diluted earnings per share (before or after taxes);
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(iii)
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net revenue or
net revenue growth;
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(iv)
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gross profit or
gross profit growth;
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(v)
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net operating
profit (before or after taxes);
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(vi)
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return measures
(including, but not limited to, return on assets, capital, invested
capital, equity, or sales);
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(vii)
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cash flow
(including, but not limited to, operating cash flow, free cash
flow, and cash flow return on capital);
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(viii)
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earnings before
or after taxes, interest, depreciation, amortization and/or
rents;
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(ix)
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gross or
operating margins;
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(xi)
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share price
(including, but not limited to, growth measures and total
stockholder return);
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(xiv)
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operating
efficiency;
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(xv)
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objective
measures of customer satisfaction;
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(xvi)
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working capital
targets;
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(xvii)
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measures of
economic value added; and
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(xviii)
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inventory
control.
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Each grant of a 162(m) Bonus Award shall specify
the Performance Criteria to be achieved, a minimum acceptable level
of achievement below which no payment or award will be made, and a
formula for determining the amount of any payment or award to be
made if performance is at or above the minimum acceptable level but
falls short of full achievement of the specified Performance
Criteria.
If the Committee determines that a change in the
business, operations, corporate structure or capital structure of
the Company, or the manner in which it conducts its business, or
other events or circumstances render the Performance Criteria to be
unsuitable, the Committee may modify such Performance Criteria or
the related minimum acceptable level of achievement, in whole or in
part, as the Committee deems appropriate and equitable;
provided , however , that no such modification shall
be made if the effect would be to cause a 162(m) Bonus Award to
fail to qualify for the performance-based compensation exception to
Section 162(m) of the Code. In addition, at the time performance
goals are established as to a 162(m) Bonus Award, the Committee is
authorized to determine the manner in which the Performance
Criteria related
2
thereto will be calculated or measured to take
into account certain factors over which the Participant has no
control or limited control including changes in industry margins,
general economic conditions, interest rate movements and changes in
accounting principles.
“ Performance Period
” means the period during which performance is measured to
determine the level of attainment of a Bonus Award, which shall be
the fiscal year of the Company.
“ Plan ” means
the Las Vegas Sands, Inc. Executive Cash Incentive Plan.
Participants in the Plan shall be
selected by the Committee for each Performance Period from those
officers and key executives of the Company and its subsidiaries
whose efforts contribute materially to the success of the Company.
No employee shall be a Participant unless he or she is selected by
the Committee, in its sole discretion. No employee shall at any
time have the right to be selected as a Participant nor, having
been selected as a Participant for one Performance Period, to be
selected as a Participant in any other Performance
Period.
The Committee, in its sole
discretion, will determine eligibility for participation, establish
the maximum aggregate award which may be earned by each Participant
(which may be expressed in terms of a dollar amount, percentage of
salary or any other measurement), establish goals for each
Participant (which may be objective or subjective, and based on
individual, Company, subsidiary and/or division performance),
calculate and determine each Participant’s level of
attainment of such goals, and calculate the Bonus Award for each
Participant based upon such level of attainment.
Except as otherwise herein expressly
provided, full power and authority to construe, interpret, and
administer the Plan shall be vested in the Committee, including the
power to amend or terminate the Plan as further described in
Article XVII. The Committee may at any time adopt such rules,
regulations, policies, or practices as, in its sole discretion, it
shall determine to be necessary or appropriate for the
administration of, or the performance of its respective
responsibilities under, the Plan. The Committee may at any time
amend, modify, suspend, or terminate such rules, r