Las Vegas Sands Corp.
2004 EQUITY AWARD PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
THIS NONQUALIFIED
STOCK OPTION AGREEMENT (the “ Agreement ”),
dated as of
, 200___(the “ Date of Grant ”), is made by and
between Las Vegas Sands Corp., a Nevada corporation (the “
Company ”), and
(the “ Participant ”).
WHEREAS, the
Company has adopted the Las Vegas Sands Corp. 2004 Equity Award
Plan (the “ Plan ”), pursuant to which options
may be granted to purchase shares of the Company’s Common
Stock; and
WHEREAS, the
Compensation Committee of the Board of Directors of the Company
(the “ Committee ”) has determined that it is in
the best interests of the Company and its stockholders to grant to
the Participant a nonqualified stock option to purchase the number
of shares of the Company’s Common Stock provided for
herein.
NOW, THEREFORE,
for and in consideration of the premises and the covenants of the
parties contained in this Agreement, and for other good and
valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto, for themselves, their successors
and assigns, hereby agree as follows:
The Company hereby
grants on the Date of Grant to the Participant an option (the
“ Option ”) to purchase
shares of Common Stock (such shares of Common Stock, the “
Option Shares ”), on the terms and conditions set
forth in this Agreement and as otherwise provided in the Plan. The
Option is not intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code.
2.
Incorporation by Reference, Etc .
The provisions of
the Plan are hereby incorporated herein by reference. Except as
otherwise expressly set forth herein, this Agreement shall be
construed in accordance with the provisions of the Plan and any
capitalized terms not otherwise defined in this Agreement shall
have the definitions set forth in the Plan. The Committee shall
have final authority to interpret and construe the Plan and this
Agreement and to make any and all determinations under them, and
its decision shall be binding and conclusive upon the Participant
and his legal representative in respect of any questions arising
under the Plan or this Agreement.
3. Terms
and Conditions .
(a)
Option Price . The price at which the Participant shall be
entitled to purchase the Option Shares upon the exercise of all or
any portion of the Option shall be $_______ per Option
Share.
(b)
Expiration Date . Subject to Section 3(d) hereof, the Option
shall expire at the end of the period commencing on the Date of
Grant and ending at 11:59 p.m. Eastern Standard Time on the
day preceding the tenth anniversary of the Date of Grant (the
“ Option Period ”).
(c)
Exercisability of the Option.
(i) Subject
to the Participant’s continued employment with the Company or
an Affiliate and except as may otherwise be provided herein, the
Option shall become vested and exercisable as to
(___%) of the Option Shares on each of the first through
anniversaries of the Date of Grant.
(ii) The
Option may be exercised only by written notice, substantially in
the form attached hereto as Exhibit A (or a successor
form provided by the Committee) delivered in person or by mail in
accordance with Section 6(a) hereof and accompanied by payment
therefor. The purchase price of the Option Shares shall be paid by
the Participant to the Company (i) in cash and/or shares of
Common Stock valued at the Fair Market Value at the time the Option
is exercised (including by means of attestation of ownership of a
sufficient number of shares of Stock in lieu of actual delivery of
such shares to the Company); provided , that, if deemed
necessary by the Company’s independent accounting firm in
order to avoid an accounting charge to earnings for compensation on
account of the exercise of the Option, such shares of Stock shall
be Mature Shares, (ii) in the discretion of the Committee,
either (A) in other property having a fair market value on the
date of exercise equal to the Option Price or (B) by
delivering to the Committee a copy of irrevocable instructions to a
stockbroker to deliver promptly to the Company an amount of loan
proceeds, or proceeds from the sale of the Option Shares,
sufficient to pay the Option Price or (iii) by such other
method as the Committee may allow in writing. Notwithstanding the
foregoing, in no event shall a Participant be permitted to exercise
an Option in the manner described in clause (ii) or
(iii) of the preceding sentence if the Committee determines
that exercising an Option in such manner would violate the
Sarbanes-Oxley Act of 2002, as amended, or any other applicable law
or the applicable rules and regulations of the Securities and
Exchange Commission or the applicable rules and regulations of any
securities exchange or inter dealer quotation system on which the
securities of the Company or any Affiliates are listed or
traded.
(d)
Effect of Termination of Employment on the Option
.
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