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LAS VEGAS SANDS, INC. EXECUTIVE CASH INCENTIVE PLAN

Executive Compensation Plan Agreement

LAS VEGAS SANDS, INC.  
EXECUTIVE CASH INCENTIVE PLAN | Document Parties: LAS VEGAS SANDS CORP You are currently viewing:
This Executive Compensation Plan Agreement involves

LAS VEGAS SANDS CORP

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Title: LAS VEGAS SANDS, INC. EXECUTIVE CASH INCENTIVE PLAN
Governing Law: Nevada     Date: 5/16/2005

LAS VEGAS SANDS, INC.  
EXECUTIVE CASH INCENTIVE PLAN, Parties: las vegas sands corp
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Exhibit 10.42

 

LAS VEGAS SANDS, INC.

EXECUTIVE CASH INCENTIVE PLAN

 

I.

Purpose

 

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.

 

II.

Definitions

 

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:

 

 

(i)

net earnings or net income (before or after taxes);

 

 

(ii)

basic or diluted earnings per share (before or after taxes);

 

 

(iii)

net revenue or net revenue growth;

 

 

(iv)

gross profit or gross profit growth;

 

 

(v)

net operating profit (before or after taxes);

 

 

(vi)

return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);

 

 

(vii)

cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);

 

 

(viii)

earnings before or after taxes, interest, depreciation, amortization and/or rents;

 

 

(ix)

gross or operating margins;

 

 

(x)

productivity ratios;

 

 

(xi)

share price (including, but not limited to, growth measures and total stockholder return);

 

 

(xii)

expense targets;

 

 

(xiii)

margins;

 

 

(xiv)

operating efficiency;

 

 

(xv)

objective measures of customer satisfaction;

 

 

(xvi)

working capital targets;

 

 

(xvii) 

measures of economic value added; and

 

 

(xviii) 

inventory control.

 

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.

 

III.

Eligibility

 

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.

 

IV.

Administration

 

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


 
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