Michael A.
Leven
2500 Peachtree Road, N.W.
Suite 801
Atlanta, GA 30305
Re: Employment
as President and COO of Las Vegas Sands
This letter
agreement (this “ Agreement ”) sets forth
certain terms and conditions relating to your employment as
President and Chief Operating Officer of Las Vegas Sands Corp., a
Nevada corporation (“ LVSC ”), and Las Vegas
Sands, LLC, a Nevada limited liability company and wholly-owned
subsidiary of LVSC (together with LVSC, the “ Company
”). Capitalized but undefined terms have the meanings given
such terms on Annex A attached hereto.
1.
Employment; Term. The Company shall employ you, during
the Term (as defined below) and subject to the conditions set forth
in this Agreement, to serve as the President and Chief Operating
Officer of the Company. You shall report only to the
Company’s Chief Executive Officer and Chairman of the Board
of Directors of the Company (the “ Board ”). The
Company’s other officers (other than its Chief Financial
Officer and Chief Legal Officer) shall report directly or
indirectly to you. While employed hereunder during the Term, you
shall be a member of the Board. Subject to any earlier termination
as provided in accordance with the terms of this Agreement, the
initial term of your employment hereunder will commence on
March 11, 2009 (the “ Commencement Date ”)
and will expire on the second anniversary of the Commencement Date
(the “ Initial Term ”). The term of your
employment hereunder may be extended for successive one-year
periods (each, a “ Renewal Term ”) upon the
mutual agreement of the parties to this Agreement no later than
90 days prior to the expiration of the Initial Term or any
Renewal Term, as applicable. The Initial Term and any Renewal Term
shall collectively be referred to as the “ Term
”.
2.
Base Salary; Benefits.
(a) During
the Term, you shall receive a base salary of $2,000,000 per year,
payable in accordance with the usual payroll practices of the
Company (the “ Base Salary ”).
(b) Other
than as specifically stated in this Agreement, you shall be
provided with perquisites and employee benefits and reimbursement
of business expenses in the same manner and to the same extent and
on the same terms and conditions as are generally made available
and provided by the Company from time to time to the
Company’s other similarly situated senior executives. The
Company shall provide you with the relocation package it provides
to senior executives who are relocating to Las Vegas, Nevada to
commence employment with the Company. In addition, (i) you
shall be entitled to reimbursement, grossed up for all applicable
taxes, for temporary housing expenses in connection with such
relocation, including, for at least six months following the
Commencement Date, living accommodations at The Venetian, meals,
laundry services and local transportation, and (ii) during the
Term, the Company shall pay the initiation fee for membership for
you in a country club of your choice.
3.
Annual Bonus. You will be eligible for an annual bonus
(“ Bonus ”) under the Executive Cash Incentive
Plan for each partial and full calendar year of the Term (with a
target Bonus of 50% of Base Salary), subject to achievement of
performance criteria established by the Compensation Committee of
the Board (the “ Compensation Committee ”). The
actual amount of the Bonus shall be determined by the Compensation
Committee in its sole discretion after consultation with the
Company’s Chief Executive Officer, but shall not exceed
$1,000,000 annually if only the threshold performance target is
satisfied for the applicable year. The Bonus for any year shall be
payable at the same time as annual bonuses are paid to
other senior
executives of the Company, but no later than March 15 of the
year immediately following the year to which the Bonus relates,
subject to your continued employment on the payment date except as
otherwise provided in Section 5(a).
(a) You shall
be granted under the 2004 Equity Award Plan (the “
Plan ”) nonqualified stock options (each, an “
Option ” and, together, the “ Options
”) to purchase shares of LVSC common stock as
follows:
(i) On
the date hereof, you shall be granted an Option to purchase
3,000,000 shares of LVSC common stock; and
(ii) On
January 1, 2010, you shall be granted an Option to purchase no
less than 1,000,000 shares of LVSC common stock. Subject to the
immediately foregoing sentence, the final calculation of the number
of shares of LVSC common stock subject to such Option shall be
determined by the Compensation Committee after consultation with
you.
(b) Each
Option shall vest as to 25% of the shares subject thereto on the
first anniversary of the Commencement Date, and each Option shall
become fully vested on the second anniversary of the Commencement
Date, subject to your continued employment as President and Chief
Operating Officer on each applicable vesting date, except as
otherwise provided below. The exercise price of each Option will be
equal to the Fair Market Value (as defined in the Plan) of
LVSC’s common stock on the respective date of grant. The
Company covenants that on the date hereof and on January 1,
2010, without the need for shareholder approval, there will be
3,000,000 and 1,000,000 shares, respectively, of LVSC common stock
available under the Plan for the unconditional grants of the
Options. Each Option shall have a scheduled term expiring on the
fifth anniversary of the Commencement Date. Except as otherwise
provided herein, the Options shall otherwise be subject to the
terms and conditions of the Plan and the Company’s form of
stock option agreement for its senior executives.
5.
Termination of Employment.
(a) Prior to
the expiration of the Term, if your employment is terminated by the
Company (other than for Cause) or by reason of death or Disability
or if you terminate your employment for Good Reason, you shall be
entitled to receive: (i) all accrued and unpaid Base Salary
and bonus(es) through the date of termination; (ii) a lump sum
cash payment of 50% of the Base Salary you would have received had
you remained employed through the remainder of the Term plus
$500,000; and (iii) continued participation in the health and
welfare benefit plans of the Company during the remainder of the
Term (without giving effect to your termination); provided ,
however , that the Company’s obligation to provide
benefits under clause (iii) shall cease at the time you and
your covered dependents become eligible for comparable benefits
from another employer that do not exclude any pre-existing
condition of you or any covered dependent that was not excluded
under the Company’s health and welfare plans immediately
prior to the date of termination.
(b) In
addition to the payments provided for in Section 5(a), if
(A) your employment terminates prior to expiration of the Term
because the Company terminates your employment for reasons other
than Cause or you terminate your employment for Good Reason,
(B) your employment terminates prior to the expiration of the
Term due to your death or Disability, (C) your employment
terminates by reason of expiration of the Term or (D) a Change
in Control occurs, then each Option shall become immediately fully
vested and exercisable and remain outstanding through the
expiration of its respective originally scheduled term (determined
without regard to such employment termination).
(c) Notwithstanding
any other provision of this Agreement to the contrary, you
acknowledge and agree that any and all payments to which you are
entitled under this Section 5 (other than
Section 5(b)(D)) are conditional upon and subject to your (or
your estate’s) execution, within 10 days following
termination of your employment, of the General Release and Covenant
Not to Sue in the form attached hereto as Exhibit A
(which form may be reasonably modified to reflect changes in the
law), and, except as otherwise provided in Section 10, any
payments that are subject to the execution of such General Release
and Covenant Not to Sue shall commence to be paid on the day
immediately following expiration of the release revocation
period.
6.
Licensing and Compliance Requirement. As soon as
practicable following the date hereof, you shall file an
application to obtain a finding of suitability as an officer of the
Company (the “ License ”) with the Nevada State
Gaming Control Board and the Nevada Gaming Commission
(collectively, the “ Nevada Gaming Authorities
”), pursuant to the provisions of applicable Nevada gaming
laws and the regulations of the Nevada Gaming Commission. You
agree, at the Company’s sole cost and expense, to cooperate
with the Nevada Gaming Authorities at all times in connection with
obtaining the License, including but not limited to in connection
with the processing of such application and any investigation
thereof undertaken by the Nevada Gaming Authorities. The Company
shall use its best efforts to assist you in obtaining the License.
In the event your application to obtain the License is denied, the
Company shall reasonably pursue any appeal or other form of review
permitted by applicable law. In the event your application to
obtain a finding of suitability is rejected by the Nevada Gaming
Authorities, this Agreement shall automatically terminate not later
than the time specified by the Nevada Gaming Authorities, and in
such event the Options shall be forfeited and neither the Company
nor you shall have any continuing obligations to the other
hereunder.
(a) If it
shall be determined that any amount paid, distributed or treated as
paid or distributed by the Company to or for your benefit (whether
paid or payable or distributed or distributable pursuant to the
terms of this Agreem
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