Employment Agreement - Las Vegas Sands Inc. d/b/a Sands hotel Casino and Bradley H. Stone
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made on November 1, 1995 between Las
Vegas Sands, Inc., a Nevada corporation having its principal place of business
at 3355 Las Vegas Boulevard South, Las Vegas, Nevada, d/b/a Sands Hotel Casino
("LVSI") and Bradley H. Stone, an individual residing at 7 Evergreen Road,
Linwood, NJ 08221 ("Stone").
WHEREAS:
LVSI is engaged in the business of owning and operating a
hotel/casino on property owned by LVSI on the "Strip" in Las Vegas, Nevada
(the "Sands Property");
LVSI desires to reconstruct and expand the existing hotel/casino and
to further develop the adjacent parcels on the Sands Property and to
construct new improvements thereon (the "Development Project");
In furtherance of its business and development plans, LVSI has
need of qualified, experienced, management personnel;
Stone has represented to LVSI that Stone possesses sufficient
qualifications, experience and expertise in hotel and casino operations
and management to fulfill the terms of the employment described in this
Agreement; and
LVSI has offered to employ Stone, and Stone desires to become
employed by LVSI, under the terms, provisions and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, understandings, representations, warranties, undertakings and
promises hereinafter set forth, and intending to be legally bound thereby, LVSI
and Stone agree as follows:
1. Employment. LVSI shall employ Stone, during the term and subject
to the conditions set forth in this Agreement, to serve as Executive Vice
President of LVSI or in such other managerial or executive capacity as the Board
of Directors of LVSI (sometimes hereinafter referred to as "the Board") may from
time to time determine.
2. Duties. Stone shall have such powers, duties and responsibilities
as are generally associated with his office, as the same may be modified and/or
assigned to Stone from time to time by the Chairman of the Board or President,
and subject to the supervision, direction and control of the Chairman and the
Board and President, including but not limited to:
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(a) participation and involvement in the proposed development
activities of LVSI, including the planning, financing, construction and
implementation stages, as shall be requested by the Chairman of the Board;
(b) the efficient operation and maintenance of the hotel and casino
properties of LVSI;
(c) the promotion, marketing and sale of the goods and services
offered by LVSI;
(d) the preparation of budgets and allocation of funds;
(e) the establishment or continuation of adequate management
reporting and control systems;
(f) the recruitment, selection, training, delegation of duties and
responsibilities, and supervision, of subordinates; and
(g) the direction, review and oversight of all programs, systems,
departments and functions related to the management and administration of LVSI.
3. Performance. Stone hereby unconditionally accepts the employment
described herein under the terms and conditions set forth in this Agreement.
Stone covenants and agrees faithfully and diligently to perform all of the
duties of his employment, devoting his full business and professional time,
attention, energy and ability to promote the business interests of LVSI. Stone
further agrees that during the period of his employment with LVSI, he will not
engage in any other business or professional pursuit whatsoever unless LVSI
shall consent thereto in writing.
4. Term. The parties acknowledge that Stone is presently under
contract to another employer, which contract will expire on December 31, 1995.
The term of Stone's employment hereunder shall commence (the "Effective Date")
on the earlier of (a) January 1, 1996, or (b) such earlier date on which Stone
shall advise LVSI that he has been released from his prior contractual
commitment and is ready to report for work with LVSI. The initial term of this
Agreement (the "Initial Term") shall expire on December 31, 1998, unless sooner
terminated as provided herein. The Initial Term may be automatically extended by
LVSI for an additional two years (the "Renewal Term") upon the giving of written
notice to Stone not less than 120 days prior to the expiration of the Initial
Term.
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5. Licensing Requirement. Stone has represented to LVSI that he is
presently licensed by the New Jersey Casino Control Commission. The parties
acknowledge that, in order to discharge the duties required under this Agreement
and to hold the Options provided for herein, Stone must apply for and obtain a
casino key employee and equity holder license ("the License") issued by the
Nevada Gaming Commission upon the recommendation of the state Gaming Control
Board (collectively, the "Nevada Gaming Authorities"), pursuant to the
provisions of applicable Nevada laws and regulations. LVSI and Stone agree to
cooperate with the Nevada Gaming Authorities, the Board and with each other in
applying for the License and in removing any objections that may be raised by
the Nevada Gaming Authorities in connection with the granting of the License. If
the Nevada Gaming Authorities shall refuse to grant the License to Stone, then
this Agreement shall terminate and neither LVSI nor Stone shall have any further
obligation hereunder.
6. Compensation. For all of the services to be rendered by
Stone to LVSI hereunder, LVSI shall pay Stone the following:
(a) Salary. During the Initial Term, Stone shall receive a
salary of Four Hundred Ninety Three Thousand Six Hundred and Six ($493,606) per
year, payable in accordance with the usual payroll practices of LVSI. During the
Renewal Term, if any, if this salary shall be increased by a percentage equal to
the percentage increase in the Consumer Price Index, All Urban Consumers, All
Items, Las Vegas Area (the "Index") between the last published Index as of the
date on which the Renewal Term begins and the last published Index as of the
date which is one year earlier. No such adjustment shall be made in the event
that, prior to the commencement of the Renewal Term, LVSI has established for
Stone a written incentive compensation program. Except as provided herein, Stone
shall not be considered for any additional incentive or bonus compensation.
(b) Employee Benefit Plans. LVSI shall include Stone in any
group health, medical, dental, hospitalization, life or accident insurance
plans, and any qualified pension, profit sharing or retirement plans, which may
be placed in effect or maintained by LVSI during the Term hereof for the benefit
of its employees generally, subject to all restrictions and limitations
contained in such plans or established by governmental regulation.
(c) Expense Reimbursement. Stone is authorized to incur such
reasonable expenses as may be necessary for the performance of his duties
hereunder in accordance with the policies of LVSI established and in effect from
time to time and, except as may be otherwise agreed, LVSI will reimburse Stone
for all such authorized expenses upon submission of an itemized accounting and
substantiation of such expenditures adequate to secure for LVSI a tax deduction
for the same in accordance with applicable Internal Revenue Service guidelines.
(d) Vacations and Holidays. Stone shall be entitled to four
weeks of paid
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vacation leave per year at such times as may be requested by Stone and approved
by LVSI. No more than three weeks of vacation shall be taken consecutively. Up
to two weeks of vacation may be carried over to the following year (but not to
the next). In addition, Stone may take the following paid holidays or, at LVSI's
option, an equivalent number of paid days off: New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
(e) Licensing Expenses. LVSI shall pay all fees and expenses
incurred by Stone in securing and maintaining such licenses and permits as may
be required by the Nevada Gaming Authorities in order to perform his duties
under this Agreement.
(f) Relocation Expenses. LVSI shall reimburse Stone for the
following expenses associated with Stone's relocation to Las Vegas, Nevada
("Relocation Expenses"):
(i) LVSI shall engage and pay for the services of a
professional moving company to pack, ship, store (for up to 30
days), insure in transit, and unpack Stone's family's household
goods and personal property, including automobiles, from his present
home to his new living quarters in Las Vegas, Nevada. However, LVSI
will not pay the cost of shipping such items as boats, trailers, or
perishables.
(ii) LVSI shall reimburse Stone for reasonable expenses
incurred by him and his family in connection with travel and lodging
expenses for house hunting trips made on or before July 1, 1996,
provided that travel arrangements are made through LVSI's affiliate,
GWV Travel of Needham, Massachusetts ("GWV");
(iii) The cost of reasonable travel by Stone between New
Jersey and Nevada on or before August 1, 1996 shall be paid by LVSI,
travel arrangements to be made through GWV;
(iv) LVSI shall provide, at no cost to Stone, temporary
living accommodations and reasonable related expenses in its hotel
facility or elsewhere until August 1, 1996 or such earlier date as
his family shall relocate to Nevada;
(v) If requested by Stone on or before July 31, 1996,
LVSI shall, in connection with Stone's purchase of a new home in
Nevada, make or arrange for an equity loan secured by Stone's
current home in New Jersey which loan shall be repayable upon the
sale of that home;
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(vi) LVSI shall track and report all expenses paid in
connection with Stone's relocation in accordance with all Internal
Revenue Service rules and regulations in effect in 1996; and
(vii) The parties expressly agree and acknowledge that
other costs incurred by Stone in connection with the relocation of
his principal residence from New Jersey to Nevada shall be borne by
Stone and not LVSI;
provided, however, that if Stone's employment with LVSI shall terminate by
reason of a Cause Termination, Stone Breach Termination, Voluntary Termination,
or Licencing Termination (all as defined in Section 11 (a)) during the first
twelve (12) months after the Effective Date, he shall repay 75% of such
Relocation Expenses to LVSI, and if such a termination shall occur after 12
months but before 24 months, he shall repay 50% of such Relocation Expenses to
LVSI, in each case such reimbursement to occur within thirty (30) days following
the Termination Event.
(g) Lump Sum Auto. In lieu of any provision for the use of a
company-owned vehicle, or for any allowance for an automobile lease, insurance,
fuel, repair and maintenance expenses, LVSI shall pay to Stone an annual lump
sum of $7,200.00 which sum shall be paid in installments which shall be added to
and paid with the salary provided for in Section 6(a) hereof. If LVSI shall ever
adopt a policy or program to provide selected executives with company-owned or
leased vehicles, it shall include Stone in that policy or program and the lump
sum provided for herein may cease.
7. Stock Options. In consideration of the execution and performance
of this Agreement, in addition to all other sums payable hereunder, LVSI or its
principal shareholder, Sheldon G. Adelson ("Adelson"), (LVSI and Adelson being
hereinafter sometimes referred to, collectively or individually, as "Grantor")
shall grant to Stone the right to acquire certain shares of the common capital
stock of LVSI (or of such alternative or other entity as may be formed by
Grantor to construct and own the Development Project, as limited pursuant to
Section 7(e) hereof, or to enter into a joint-venture or other arrangement to
accomplish the same) ("Shares"), as follows:
(a) Following execution of this Agreement and receipt of the
License, Grantor shall grant to Stone options (the "Options") to acquire Shares
representing one and one-half percent (1.5%) of the Shares which shall be issued
and outstanding upon the issuance of all Shares for which options have been or
may be granted under this Agreement or any of the other
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employment agreements executed simultaneous herewith or presently contemplated
(the "Fully Diluted Number").
(b) One-half of the Options shall be exercisable by Stone on
the date that the first phase of the Development Project, comprised of a
newly-constructed major hotel/casino shall open for business to the public
("Grand Opening Date") and one-sixth of the Options shall be exercisable by
Stone on each of the next three anniversaries of the Grand Opening Date (the
"Subsequent Vesting Dates"), provided, however, that if the Grand Opening Date
shall occur after January 1, 1998, the Subsequent Vesting Dates shall be
December 31, 2000 (the "Final Vesting Date") and two earlier dates such as shall
divide into three equal periods the time between the Grand Opening Date and the
Final Vesting Date.
(c) Upon exercise of the Options, Stone shall pay to Grantor a
price for each of the Shares (the "Exercise Price") equal to (i) the value, at
the time of a financing transaction for the purpose of constructing a
hotel/casino, determined by the investment banking firm retained by LVSI to
advise LVSI with respect to such transaction (the "Investment Banking Value"),
of the land owned by LVSI on the Effective Date underlying the Development
Project (as defined and limited by Subparagraph (e) below), plus (ii) the amount
of any cash equity contributed to LVSI by Adelson or persons other than Stone
after the date hereof and prior to the date on which such Options are exercised,
plus (iii) the value of any real or personal property similarly contributed as
it appears on the books of LVSI; divided by (iv) the Fully Diluted Number.
(d) Each and all of the Options shall expire ("the Option
Expiration Date") on the earlier of (i) the date which is three (3) days prior
to the effective date of any public offering of LVSI stock as the same shall be
referenced in a request for acceleration or other document filed by LVSI with
the U.S. Securities and Exchange Commission, (ii) the date which is three (3)
days prior to the designated closing date in any agreement providing for the
merger of LVSI or the sale of all or substantially all of its assets or a
majority of its stock (other than a transaction pursuant to Section 12 hereof),
or (iii) eight (8) years from the date on which the Options were granted;
provided that all Options granted but not otherwise exercisable by the Option
Expiration Date shall be accelerated and shall become exercisable for a period
of ten (10) days (the "Accelerated Exercise Period") immediately preceding the
Option Expiration Date, provided that no Options shall expire pursuant to (i) or
(ii) above unless LVSI has given Stone notice of the Accelerated Exercise Period
promptly upon its learning of the time (or approximate time) when the
Accelerated Exercise Period will occur.
(e) Stone understands and acknowledges that the Development
Project shall
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include a retail merchandise shopping or other consumer "experience" or
attraction (the "Retail Portion"), ownership of which shall be in an entity
other than that for which the Options shall have been issued. It is anticipated
that the entity issuing the Shares pursuant to the Options granted hereunder
shall own and operate only one or more hotel/casinos and not the Retail Portion
of the Development Project, the Sands Expo and Convention Center, or related
parking facilities which, together with the land (or other interest in real
estate) on which they are located, may be owned by or, after the date hereof, be
transferred to, persons affiliated with LVSI and operated in coordination with
the hotel/casinos of LVSI.
(f) Shares issued to Stone hereunder may be pledged to a
financial institution to secure a loan the proceeds of which are used to pay to
LVSI the Exercise Price or to pay taxes payable by Stone in connection with his
acquisition of the Shares. The Options granted and Shares issued hereunder may
not be otherwise assigned, transferred or pledged by Stone, and Stone will have
no rights as a shareholder in LVSI unless and until Shares have been issued to
him hereunder. Except as set forth above, the Shares shall be subject to
restrictions on transfer and to such additional restrictions as shall be imposed
by the Articles of Incorporation or Bylaws of LVSI or by applicable law.
8. Confidentiality. Stone agrees that he will hold in strictest
confidence and, without the prior express written approval of LVSI, will not
disclose to any person, firm, corporation or other entity, any confidential
information which he has acquired or may hereafter acquire during his employment
by LVSI pertaining to the business or affairs of LVSI, including but not limited
to (i) proprietary information or other documents concerning LVSIs policies,
prices, systems, methods of operation, contractual arrangements, customers or
suppliers; (ii) LVSI's marketing methods, credit and collection techniques and
files; and (iii) LVSI's trade secrets and other "know how" or information
concerning its business and affairs not of a public nature. The covenant and
agreement set forth in this Section shall apply during Stone's employment by
LVSI and shall survive termination of this Agreement by any means and shall
remain binding upon Stone without regard to the passage of time or other events.
9. Restrictive Covenant. Stone shall not, either during the term of
this Agreement or until December 31, 1998 (the "Restrictive Covenant Expiration
Date") if the Agreement terminates prior to the end of the Initial Term by
reason of a Cause Termination, Stone Breach Termination, Voluntary Termination,
or Licensing Termination (all as defined in Section 11 (a)), or by reason of an
LVSI Breach Termination, Constructive Termination, or Involuntary Termination if
and only if LVSI is paying to Stone the amount set forth in Section 11 (d) (iv),
directly or indirectly, either as principal, agent, employee, consultant,
partner, officer, director,
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shareholder, or in any other individual or representative capacity, own, manage,
finance, operate, control or otherwise engage or participate in any manner or
fashion in, any hotel or casino in the City of Las Vegas or Clark County,
Nevada. In the event that this Agreement shall be extended beyond the Initial
Term, the Restrictive Covenant Expiration Date shall be extended to the second
anniversary of the date of any Termination Event. Stone acknowledges and agrees
that the restrictive covenant contained in this Section is reasonable as to
duration, terms, and geographical scope and that the covenant protects the
legitimate interests of LVSI and imposes no undue hardship on Stone and is not
injurious to the public.
10. Disability. If, during his employment by LVSI, Stone shall, in
the opinion of an independent physician selected by agreement between the Board
and Stone, become suddenly and immediately unable to perform the duties of his
employment due to severe illness or accident or other grave mental or physical
incapacity, or if Stone shall be unable to perform the duties of his employment
for a continuous period of three months, then LVSI shall have the right to
suspend in whole or in part the future payments of compensation hereunder or to
terminate Stone's employment hereunder in accordance with the provisions of
Section 11.
11. Termination.
(a) Notwithstanding the provisions of Section 4 of this
Agreement, Stone's employment hereunder shall terminate upon the occurrence of
any of the following events (each, a "Termination Event"):
(i) Stone's death (a "Death Termination");
(ii) the giving of written notice of termination by LVSI
based upon Stone's disability, as defined in Section 10 hereof (a
"Disability Termination");
(iii) the giving of written notice to Stone by LVSI that
he is discharged for Cause (as hereinafter defined) (a "Cause
Termination");
(iv) the giving of written notice by LVSI to Stone of a
material breach of this Agreement by Stone, which breach remains
uncured for a period of ten (10) days after receipt of such notice
by Stone (a "Stone Breach Termination");
(v) the giving of written notice by Stone to LVSI of a
material breach of this Agreement by LVSI, which breach remains
uncured for a period of ten (10) days following receipt of such
notice by LVSI (an "LVSI Breach Termination");
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(vi) the giving of written notice by Stone to LVSI that
a Constructive Termination (as hereinafter defined) has occurred and
that he has elected to resign, in which event termination shall
occur thirty (30) days after delivery of such notice unless such
Constructive Termination has been cured (a "Constructive
Termination");
(vii) the giving of sixty (60) days written notice to
Stone by LVSI that LVSI has chosen to terminate this Agreement
without Cause (an "Involuntary Termination");
(viii) the giving of written notice by Stone that he has
chosen to terminate his employment with LVSI, no breach or
Constructive Termination by LVSI having occurred, in which case this
Agreement shall terminate sixty (60) days after receipt of such
notice by LVSI (a "Voluntary Termination");
(ix) the refusal of the Nevada Gaming Authorities to
grant to Stone the License described in Section 5 hereof or,
following the grant of the License, the revocation or suspension of
the License for a period longer than thirty (30) days (a "Licensing
Termination"); or
(x) if no notice of extension for a Renewal Term is sent
by LVSI upon the discharge of Stone at the end of the Initial Term
(a "Non-Renewal Termination") or at any time thereafter (a
"Post-Contract Termination").
(b) "Cause," as used in Subsection (a)(iii) above, shall mean:
(i) conviction of a felony, misappropriation of any
material funds or property of LVSI, commission of fraud or
embezzlement with respect to LVSI, or any material act or acts of
dishonesty relating to Stone's employment by LVSI resulting or
intended to result in direct or indirect personal gain or enrichment
at the expense of LVSI;
(ii) use of alcohol or drugs that renders Stone
materially unable to perform the functions of his job or carry out
his duties to LVSI;
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(iii) materially failing to fulfill the duties set forth
in Section 2 hereof; or
(iv) committing any act or acts of serious and wilful
misconduct (including disclosure of confidential information) that
is likely to cause a material adverse effect on the business of
LVSI;
provided that, with respect to (iii) or (iv) above, LVSI shall have first
provided Stone with written notice stating with specificity the acts, duties or
directives Stone has committed or failed to observe or perform, and Stone shall
not have corrected the acts or omissions complained of within thirty (30) days
of receipt of such notice. Any dispute between the parties as to whether a
"cause" has occurred shall be resolved by binding Arbitration in Las Vegas,
Nevada before a single arbitrator jointly selected by the parties or, if the
parties cannot agree, by the American Arbitration Association, such arbitration
to be conducted in accordance with the rules of the American Arbitration
Association.
(c) "Constructive Termination," as used in Subsection (a)(vi) above,
shall mean:
(i) the failure of LVSI to re-elect Stone as a named
officer of LVSI;
(ii) a material change in the duties and
responsibilities of office that would cause Stone's position to have
less dignity, importance or scope than intended at the Effective
Date and as set forth herein;
(iii) liquidation, dissolution or bankruptcy of LVSI; or
(iv) failure of LVSI to proceed with the Development
Project, including obtaining financing for the Development Project,
within eighteen (18) months after the Effective Date.
(d) Termination pursuant to this Section shall have the following
consequences:
(i) in the case of a Death Termination, salary shall be
paid through the date of death, all unexercised Options shall be
automatically canceled and the Shares issued to Stone shall be
redeemed by LVSI for a price payable by LVSI to Stone's estate equal
to all sums paid by Stone for Shares, plus the difference between
(x) the Exercise Price paid or payable for all Shares purchased
pursuant to Options and for all Options granted but not yet
exercised, and (y) the Fair
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Market Value (as hereafter defined) of such Shares, which price
shall be payable by LVSI, with interest at the Applicable Federal
Rate (as hereafter defined) on the date of death, in thirty-six (36)
equal consecutive monthly installments of interest and principal
commencing ninety (90) days following the date on which Fair Market
Value is established;
(ii) in the case of a Disability Termination, salary,
less any applicable disability insurance payments, shall be
continued for a period of six months following the date of
termination, and all Options and Shares issued to Stone shall be
treated as described in the immediately preceding Subsection (i);
(iii) in the case of a Cause Termination, Stone Breach
Termination, Voluntary Termination, or Licensing Termination, salary
and benefits payable to Stone shall immediately cease, subject to
any requirements of law, all unexercised Options held by Stone shall
be canceled and forfeited, Shares held by Stone shall be redeemed by
LVSI for a price payable by LVSI to Stone equal to the lesser of the
Exercise Price for such Shares or the Fair Market Value on the date
of termination, which price shall be payable, with interest at the
Applicable Federal Rate on the date of termination, in sixty (60)
equal consecutive monthly installments of interest and principal
commencing ninety (90) days following the date on which Fair Market
Value is established;
(iv) in the case of an LVSI Breach Termination,
Constructive Termination, or Involuntary Termination, LVSI shall
continue to pay to Stone the salary set forth in Section 6(a) hereof
for the Term of this Agreement unless and until Stone shall become
employed elsewhere in which event LVSI shall pay only the
difference, if any, between the income earned in such employment,
including salary and bonus compensation, and the salary set forth in
Section 6(a) hereof; provided further that all unexercised Options
held by Stone shall be canceled and forfeited, Shares held by Stone
shall be redeemed by LVSI for a price payable by LVSI to Stone equal
to the greater of the Exercise Price for such Shares or the Fair
Market Value on the date of termination, which price shall be
payable, with interest at the Applicable Federal Rate on the date of
termination, in thirty-six (36) equal consecutive monthly
installments of interest and principal commencing ninety (90) days
following the date in which Fair Market Value is established. In the
case of a Non-Renewal Termination or a Post-Contract Termination,
salary shall be paid only through the date of discharge;
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(v) in the case of a Non-Renewal Termination or a
Post-Contract Termination, all Options and Shares issued to Stone
shall be treated as described in Subsection (i) above.
(e) "Fair Market Value" as used in this Section, shall mean
and refer to the fair market value as agreed by LVSI and Stone (or, in the case
of a Death Termination or Disability Termination, his personal or legal
representative) or, in the absence of such agreement, as determined by an
appraisal conducted by a national investment banking firm selected and paid by
LVSI. "Applicable Federal Rate," as used herein, shall mean and refer to the
rate published from time to time by the U.S. Internal Revenue Service and
designated as the applicable federal rate, as such rate shall prevail on the
date on which the Redemption Note (as hereafter defined) is issued.
(f) Any redemption of Shares provided for in this Section
shall take place as follows: Not later than thirty (30) days following any
Termination Event, Stone (or his personal representative) shall surrender to
LVSI all certificates for Shares and, whether so surrendered or not, such Shares
shall thereupon be canceled. LVSI shall, upon receipt of the Shares and
determination of the Fair Market Value as set forth above, deliver to Stone (or
his personal representative) a promissory note (the "Redemption Note") for the
sum payable to Stone in respect of his Shares (the "Redemption Price"). The
Redemption Note shall be payable over the term hereinabove provided, with
interest fixed at the Applicable Federal Rate, in equal consecutive monthly
installments of interest and principal. The Redemption Note and all payments
thereunder shall be, in all respects, subject to the limitations and
restrictions, if any, imposed by any note, credit facility, indenture, mortgage,
line of credit or similar contractual arrangement with an institutional or
similar lender by which LVSI is or may become bound ("Lender Restrictions"),
whether in the form of financial covenants or otherwise and whether arising
prior to or after execution and delivery of the Redemption Note. No failure by
LVSI to pay sums due on the Redemption Note on account of the Lender
Restrictions shall result in a default under the Redemption Note and all such
payments, to the extent (and only to the extent) prohibited by the Lender
Restrictions, shall be deferred and accrue until such time as they may be paid
without violating the Lender Restrictions.
(g) In the event that, at the time of any Termination Event,
the Shares shall be publicly traded, either on a registered securities exchange
or in the over-the-counter market, all provisions hereof providing for the
redemption of Shares by LVSI shall be void.
12. Assignment and Assumption. LVSI and Stone acknowledge and agree
that the Development Project or any subsequent public offering of securities may
lead to a
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restructuring or other reorganization of LVSI or its assets. In such event, this
Agreement may be assigned to, and assumed by, any new or different corporation,
limited liability company or other entity that shall own the hotel/casinos
constructed on the Sands Property and Stone's employment shall continue pursuant
to the terms hereof as if such assignee, rather than LVSI, had been an original
party to this Agreement. Upon such assignment, all rights and obligations of
LVSI hereunder shall inure to the benefit of and be binding upon the designated
assignee. No such assignment shall relieve LVSI of its obligations hereunder to
the extent that those obligations are not satisfied or discharged by the
assignee.
13. Approval of Agreement. Stone and LVSI acknowledge that the terms
of this Agreement are subject to the approval of the Nevada Gaming Authorities
and each agrees to make reasonable modifications in this Agreement, if
necessary, to secure such approval. If this Agreement shall be disapproved by
the Nevada Gaming Authorities and reasonable modifications shall be insufficient
to obtain such approval, then this Agreement shall terminate and neither party
shall have any further responsibility to the other hereunder.
14. Miscellaneous Provisions.
(a) [Notices] All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if sent via a national overnight courier service or by certified mail,
return receipt requested, postage prepaid, addressed to the parties as follows:
If to Stone, to:
Bradley H. Stone
7 Evergreen Road
Linwood, New Jersey 08221
If to LVSI, to:
Las Vegas Sands, Inc.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Att: Sheldon G. Adelson, Chairman
With a copy to:
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Paul G. Roberts
Vice President and General Counsel
The Interface Group
300 First Avenue
Needham, Massachusetts 02194
or to such other address as any party shall request of the others by giving
notice in accordance with this Section.
(b) [Approval or Consent] Whenever under any provision of this
Agreement the approval or consent of either party is required, said approval or
consent shall be given or denied in a prompt manner.
(c) [Integration] This Agreement is the result of substantial
negotiations between the parties, represents the complete agreement of the
parties with respect to the subject matter hereof, and supersedes all prior
agreements and understandings.
(d) [Severability] If any provision of this Agreement shall be
declared void or unenforceable by any judicial or administrative authority, the
validity of any other provision and of the entire Agreement shall not be
affected thereby.
(e) [Waiver of Provisions] The failure of either party to insist
upon a strict performance of any of the terms or provisions of this Agreement or
to exercise any option, right, or remedy herein contained, shall not be
construed as a waiver or as a relinquishment for the future of such term,
provision, option, right, or remedy, but the same shall continue and remain in
full force and effect. No waiver by either party of any term or provision hereof
shall be deemed to have been made unless expressed in writing and signed by such
party.
(f) [Fees and Expenses] Each of the parties hereto shall bear its
own attorneys fees, consultants fees and other costs, fees, and expenses
incurred in connection with the negotiation, preparation and consummation of
this Agreement and the transactions contemplated hereby.
(g) [Amendments] This Agreement may not be amended, changed or
modified except by a written document signed by each of the parties hereto.
(h) [Successors and Assigns] All provisions of this Agreement shall
be binding upon, inure to the benefit of, and be enforceable by and against the
parties hereto, and their respective heirs, personal representatives, successors
and permitted assigns.
(i) [Governing Law] This Agreement shall be governed by, construed
under, and
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<PAGE>
interpreted in accordance with the laws of the State of Nevada, and enforced
(except as otherwise provided) only in its state and federal courts.
(j) [Headings] Section and Subsection headings in this Agreement are
included for convenience of reference only and are not intended to define, limit
or describe the scope or intent of any provision of this Agreement.
(k) [Counterparts] This Agreement may be executed in two
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(l) [Survival] The representations, warranties, and covenants
contained in this Agreement shall survive its termination for any reason.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as a contract under seal.
LAS VEGAS SANDS, INC.
By /s/ Sheldon G. Adelson
----------------------
Sheldon G. Adelson
Chairman of the Board
/s/ Bradley H. Stone
------------------------------
BRADLEY H. STONE
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TERMINOLOGY USED IN THIS AGREEMENT
TERM DEFINED AT
Accelerated Exercise Period ss.7(d)
Adelson ss.7
Applicable Federal Rate ss.11 (e)
Agreement Recitals
Board ss.1
Cause ss.11(b)
Cause Termination ss.11(a)(iii)
Constructive Termination ss.11(c)
Death Termination ss.11(a)(i)
Development Project Recitals
Disability Termination ss.11(a)(ii)
Effective Date ss.4
Exercise Price ss.7(c)
Fair Market Value ss.11(e)
Final Vesting Date ss.7(b)
Fully Diluted Number ss.7(a)
Grand Opening Date ss.7(b)
Grantor ss.7
GWV ss.6(f)(ii)
Index ss.6(a)
Initial Term ss.4
Investment Banking Value ss.7(c)
Involuntary Termination ss.11(a)(vii)
Lender Restrictions ss.11(f)
License ss.5
Licensing Termination ss.11(a)(ix)
LVSI Recitals
LVSI Breach Termination ss.11(a)(v)
Nevada Gaming Authorities ss.5
Non-Renewal Termination ss.11(a)(x)
Options ss.7(a)
Option Expiration Date ss.7(d)
Post-Contract Termination ss.11(a)(x)
Redemption Note ss.11(f)
Redemption Price ss.11(f)
Relocation Expenses ss.6(f)
Renewal Term ss.4
Restrictive Covenant Expiration Date ss.9
Retail Portion ss.7(e)
Sands Property First Whereas, paragraph
Shares ss.7
Subsequent Vesting Dates ss.7(b)
Termination Event ss.11(a)
Voluntary Termination ss.11(a)(viii)
Stone Recitals
Stone Breach Termination ss.11(a)(iv)
16