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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-32373
Sands Logo LtBackground-873.jpg
LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
Nevada27-0099920
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
5420 S. Durango Dr., Las Vegas, Nevada, 89113
(Address of principal executive offices) (Zip Code)
(702) 923-9000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.001 par value)LVSNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☒Accelerated Filer☐
Non-accelerated Filer☐Smaller Reporting Company☐
Emerging Growth Company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
Class  Outstanding at April 22, 2026
Common Stock ($0.001 par value)  662,637,325 shares

Table of Contents
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
Table of Contents
 
2

Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS
LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31,
2026		December 31,
2025
(In millions, except par value)
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$3,330 $3,841 
Accounts receivable, net of provision for credit losses of $230 and $225
677 742 
Inventories46 46 
Prepaid expenses and other213 203 
Total current assets4,266 4,832 
Loan receivable1,264 1,264 
Property and equipment, net11,441 11,673 
Restricted cash and cash equivalents125 125 
Deferred income taxes, net159 160 
Leasehold interests in land, net3,007 2,907 
Goodwill and intangible assets, net545 573 
Other assets, net369 386 
Total assets$21,176 $21,920 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$159 $190 
Construction payables142 160 
Other accrued liabilities2,066 2,359 
Income taxes payable442 385 
Current maturities of debt1,824 1,128 
Total current liabilities4,633 4,222 
Other long-term liabilities870 934 
Deferred income taxes165 174 
Debt13,900 14,656 
Total liabilities19,568 19,986 
Commitments and contingencies (Note 9)
Equity:
Preferred stock, $0.001 par value, 50 shares authorized, zero shares issued and outstanding
— — 
Common stock, $0.001 par value, 1,000 shares authorized, 841 and 840 shares issued, 663 and 675 shares outstanding
1 1 
Treasury stock, at cost, 178 and 165 shares
(9,774)(9,028)
Capital in excess of par value6,180 6,159 
Accumulated other comprehensive income38 71 
Retained earnings4,753 4,387 
Total Las Vegas Sands Corp. stockholders’ equity1,198 1,590 
Noncontrolling interests410 344 
Total equity1,608 1,934 
Total liabilities and equity$21,176 $21,920 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended
March 31,
20262025
(In millions, except per share data)
(Unaudited)
Revenues:
Casino$2,739 $2,127 
Rooms377 324 
Food and beverage176 141 
Mall204 186 
Convention, retail and other89 84 
Net revenues3,585 2,862 
Operating expenses:
Casino1,505 1,157 
Rooms92 81 
Food and beverage149 126 
Mall25 22 
Convention, retail and other65 59 
Provision for credit losses29 5 
General and administrative302 273 
Corporate83 73 
Pre-opening4 4 
Development41 69 
Depreciation and amortization357 362 
Amortization of leasehold interests in land21 15 
Loss on disposal or impairment of assets8 7 
2,681 2,253 
Operating income904 609 
Other income (expense):
Interest income35 42 
Interest expense, net of amounts capitalized(188)(174)
Other expense(3)(1)
Loss on modification or early retirement of debt— (5)
Income before income taxes748 471 
Income tax expense(107)(63)
Net income641 408 
Net income attributable to noncontrolling interests(74)(56)
Net income attributable to Las Vegas Sands Corp.$567 $352 
Earnings per share:
Basic$0.85 $0.49 
Diluted$0.85 $0.49 
Weighted average shares outstanding:
Basic669 712 
Diluted671 713 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended
March 31,
20262025
(In millions)
(Unaudited)
Net income$641 $408 
Currency translation adjustment(26)27 
Foreign currency hedge adjustments(16)10 
Total comprehensive income 599 445 
Comprehensive income attributable to noncontrolling interests(65)(59)
Comprehensive income attributable to Las Vegas Sands Corp.$534 $386 
The accompanying notes are an integral part of these condensed consolidated financial statements.

5

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Las Vegas Sands Corp. Stockholders’ Equity  
Common
Stock		Treasury
Stock		Capital in
Excess of
Par Value		Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Noncontrolling
Interests		Total
(In millions)
(Unaudited)
Balance at January 1, 2025$1 $(6,759)$6,245 $(58)$3,455 $276 $3,160 
Net income— — — — 352 56 408 
Currency translation adjustment— — — 27 — — 27 
Foreign currency hedge adjustments— — — 7 — 3 10 
Stock-based compensation— — 10 — — 1 11 
Tax withholding on vesting of equity awards— — (2)— — — (2)
Repurchase of common stock— (454)— — — — (454)
Settlement of contracts for purchase of noncontrolling interest— — 2 — — (2)— 
Capped call option contract
— — 52 — — — 52 
Dividends declared ($0.25 per share)
— — — — (179)— (179)
Balance at March 31, 2025$1 $(7,213)$6,307 $(24)$3,628 $334 $3,033 
Balance at January 1, 2026$1 $(9,028)$6,159 $71 $4,387 $344 $1,934 
Net income— — — — 567 74 641 
Currency translation adjustment— — — (22)— (4)(26)
Foreign currency hedge adjustments— — — (11)— (5)(16)
Exercise of stock options— — 4 — — — 4 
Stock-based compensation— — 23 — — 1 24 
Tax withholding on vesting of equity awards— — (6)— — — (6)
Repurchase of common stock— (746)— — — — (746)
Dividends declared ($0.30 per share)
— — — — (201)— (201)
Balance at March 31, 2026$1 $(9,774)$6,180 $38 $4,753 $410 $1,608 
The accompanying notes are an integral part of these condensed consolidated financial statements.
6

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
20262025
(In millions)
(Unaudited)
Cash flows from operating activities:
Net income$641 $408 
Adjustments to reconcile net income to net cash generated from operating activities:
Depreciation and amortization357 362 
Amortization of leasehold interests in land21 15 
Amortization of deferred financing costs and original issue discount15 13 
Loss on modification or early retirement of debt— 5 
Loss on disposal or impairment of assets7 1 
Stock-based compensation expense24 11 
Provision for credit losses29 5 
Foreign exchange loss3 2 
Deferred income taxes(6)(6)
Changes in operating assets and liabilities:
Accounts receivable32 (20)
Other assets(9)(36)
Leasehold interests in land(137)— 
Accounts payable(31)(14)
Other liabilities(215)(220)
Net cash generated from operating activities731 526 
Cash flows from investing activities:
Capital expenditures(194)(379)
Acquisition of intangible assets and other— (75)
Other
8 — 
Net cash used in investing activities(186)(454)
Cash flows from financing activities:
Proceeds from exercise of stock options4 — 
Tax withholding on vesting of equity awards(6)(2)
Repurchase of common stock(753)(416)
Dividends paid
(202)(179)
Proceeds from debt
797 2,797 
Repayments of debt(830)(2,710)
Payments of financing costs— (164)
Other
(50)(18)
Net cash used in financing activities(1,040)(692)
Effect of exchange rate on cash, cash equivalents and restricted cash and cash equivalents(16)6 
Decrease in cash, cash equivalents and restricted cash and cash equivalents(511)(614)
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period3,966 3,775 
Cash, cash equivalents and restricted cash and cash equivalents at end of period$3,455 $3,161 
Supplemental disclosure of cash flow information
Cash payments for interest, net of amounts capitalized$212 $246 
Cash payments for taxes, net of refunds$58 $34 
Change in construction-related payables$(15)$(17)
Excise tax accrued on repurchase of common stock$6 $4 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 — Organization and Business of Company
The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Las Vegas Sands Corp. (“LVSC”), a Nevada corporation, and its subsidiaries (collectively the “Company”) for the year ended December 31, 2025, and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes the disclosures herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of expected results for the full year.
Development Projects
Macao
The Company operates gaming areas within the Macao Special Administrative Region (“Macao”), pursuant to a 10-year concession agreement (the “Concession”), which expires on December 31, 2032. As part of the Concession entered into by Venetian Macau Limited (“VML,” a subsidiary of Sands China Ltd. (“SCL”), a majority-owned subsidiary of the Company) and the Macao government, VML has committed to invest, or cause to be invested, at least 35.84 billion patacas (approximately $4.44 billion at exchange rates in effect on March 31, 2026). Of this total, 33.39 billion patacas (approximately $4.14 billion at exchange rates in effect on March 31, 2026) must be invested in non-gaming projects. These investments must be accomplished by December 2032.
For the years ended December 31, 2024 and 2023, the Company spent a total of approximately 5.80 billion patacas (approximately $718 million at exchange rates in effect on March 31, 2026), on these projects. The annual amounts were reviewed and confirmed as qualified spend under the Concession by the Macao government following audits conducted in May 2025 and July 2024, with results issued in November 2025 and 2024, respectively. The Macao government conducts an annual audit to confirm qualified concession investments for the prior year. For the year ended December 31, 2025, the Company spent approximately 2.52 billion patacas (approximately $313 million at exchange rates in effect on March 31, 2026); however, as of the date of this filing, the audit process for the 2025 investments is in progress and the ultimate amount confirmed as qualified spend under the Concession may differ from the amount reported above based on the results of the audit.
Singapore
In April 2019, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the Singapore Tourism Board (“STB”) entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development (the “MBS Expansion Project”) on a land parcel adjacent to Marina Bay Sands. The MBS Expansion Project will include a hotel tower with luxury rooms and suites, a rooftop attraction, premium gaming areas, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats.
In January 2025, MBS entered into a second supplemental agreement to the Second Development Agreement with the Singapore government (the “Second Supplemental Agreement”) whereby MBS committed to assume liability for the cost of the land premium associated with (i) the additional 2,000 square meters of gaming area and 10,000 square meters of ancillary area in support of the gaming area (collectively, the “Additional Gaming Area”) and (ii) other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019 (the “Additional Gross Floor Area,” and collectively with the Additional Gaming Area, the “Additional Land Premium”).
The dates by which MBS has agreed with the Singapore government to commence and complete construction of the MBS Expansion Project pursuant to the Second Supplemental Agreement are July 8, 2025 and July 8, 2029, respectively. Construction works for the project commenced in May 2025. While the Company’s current estimate is that construction will be complete by June 2030 with an anticipated opening date in January 2031, any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government.
8



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Company’s estimated total project cost is approximately $8.0 billion, inclusive of financing fees and interest, and land premiums. The Company has incurred approximately $2.8 billion as of March 31, 2026, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS development project site and the payments of 1.13 billion Singapore dollars (“SGD”) (made in April 2025) and SGD 173 million (made in March 2026) (approximately $848 million and $137 million, respectively, at exchange rates in effect at the time of the payment) for the Additional Gaming Area and Additional Gross Floor Area, respectively.
Note 2 — Accounts Receivable, Net and Customer Contract Related Liabilities
Accounts Receivable and Provision for Credit Losses
Accounts receivable consisted of the following:
March 31,
2026		December 31,
2025
(In millions)
Casino
$822 $828 
Rooms
19 22 
Mall
31 80 
Other
35 37 
907 967 
Less — provision for credit losses
(230)(225)
$677 $742 
The following table shows the movement in the provision for credit losses recognized for accounts receivable:
20262025
(In millions)
Balance at January 1$225 $186 
Current period provision for credit losses29 5 
Write-offs(23)(21)
Exchange rate impact
(1)2 
Balance at March 31
$230 $172 
Customer Contract Related Liabilities
The Company provides numerous products and services to its patrons. There is often a timing difference between the cash payment by the patrons and recognition of revenue for each of the associated performance obligations. The Company has the following main types of liabilities associated with contracts with customers: (1) outstanding chip liability, (2) loyalty program liability and (3) customer deposits and other deferred revenue for gaming and non-gaming products and services yet to be provided.
The following table summarizes the liability activity related to contracts with customers:
Outstanding Chip LiabilityLoyalty Program Liability
Customer Deposits and Other Deferred Revenue(1)
202620252026202520262025
(In millions)
Balance at January 1$181 $112 $39 $38 $930 $763 
Balance at March 31
116 95 36 37 959 767 
Increase (decrease)$(65)$(17)$(3)$(1)$29 $4 
____________________
(1)Of this amount, $173 million and $172 million as of March 31 and January 1, 2026, and $171 million and $175 million as of March 31 and January 1, 2025, respectively, related to mall deposits that are accounted for based on lease terms usually greater than one year.
9



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 3 — Debt
Debt consisted of the following:
Stated Interest Rate(1)
March 31,
2026		December 31,
2025
(In millions)
Corporate and U.S. Related:
LVSC Senior Notes
Notes due August 2026
3.500 %$1,000 $1,000 
Notes due June 2027
5.900 %750 750 
Notes due June 2028
5.625 %1,000 1,000 
Notes due August 2029
6.000 %500 500 
Notes due August 2029
3.900 %750 750 
Notes due June 2030
6.000 %500 500 
Notes due August 2034
6.200 %500 500 
Finance leases
122 121 
Macao Related:
SCL Senior Notes
Notes due January 2026
3.800 %— 800 
Notes due March 2027
2.300 %700 700 
Notes due August 2028
5.400 %1,900 1,900 
Notes due March 2029
2.850 %650 650 
Notes due June 2030
4.375 %700 700 
Notes due August 2031
3.250 %600 600 
2024 SCL Revolving Facility
4.855 %791 — 
2024 SCL Term Loan Facility
3.680 %1,591 1,614 
Finance leases
32 35 
Singapore Related:
2025 Singapore Term Loan Facility
2.233 %2,846 2,875 
2025 Singapore Delayed Draw Term Loan Facility
2.233 %926 931 
Finance leases
1 1 
Total
15,859 15,927 
Unamortized debt discount and issuance costs(2)
(135)(143)
Total carrying amount of debt
15,724 15,784 
Less — current maturities(1,824)(1,128)
Total debt
$13,900 $14,656 
____________________
(1)The stated interest rate represents the coupon rate for each of the senior notes. For floating-rate debt, interest rates are the rates in effect as of March 31, 2026; these rates are not necessarily an indication of future interest rates. The effective interest rate for each issuance of debt approximates the stated interest rate.
(2)Unamortized deferred financing costs of $138 million and $146 million as of March 31, 2026 and December 31, 2025, respectively, related to the Company’s revolving credit facilities and the undrawn portion of the 2025 Singapore Delayed Draw Term Facility are included in “Other assets, net” and “Prepaid expenses and other” in the accompanying condensed consolidated balance sheets.
10



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
2024 LVSC Revolving Facility
As of March 31, 2026, the Company had $1.50 billion of available borrowing capacity under the 2024 LVSC Revolving Facility, net of outstanding letters of credit.
2024 SCL Credit Facility
During the three months ended March 31, 2026, the Company drew down 6.20 billion Hong Kong dollars (“HKD,” approximately $797 million at exchange rates in effect at the time of the transaction) under the 2024 SCL Revolving Facility, the proceeds from which together with cash on hand, were used to redeem the outstanding principal amount of the $800 million 3.800% SCL Senior Notes due January 8, 2026 (the “2026 SCL Senior Notes”) and any accrued interest.
As of March 31, 2026, the Company had HKD 13.30 billion (approximately $1.70 billion at exchange rates in effect on March 31, 2026) of available borrowing capacity under the 2024 SCL Revolving Facility.
In April 2026, the Company paid HKD 2.40 billion (approximately $307 million at exchange rates in effect at the time of the payment) of the outstanding balance under the 2024 SCL Revolving Facility.
2025 Singapore Credit Facility
As of March 31, 2026, MBS had SGD 588 million (approximately $456 million at exchange rates in effect on March 31, 2026) of available borrowing capacity under the 2025 Singapore Revolving Facility, net of outstanding letters of credit of SGD 162 million (approximately $125 million at exchange rates in effect on March 31, 2026).
As of March 31, 2026, SGD 6.30 billion (approximately $4.88 billion at exchange rates in effect on March 31, 2026) remains available to be drawn under the 2025 Singapore Delayed Draw Term Loan Facility.
Debt Covenant Compliance
As of March 31, 2026, management believes the Company was in compliance with all debt covenants.
Cash Flows from Financing Activities
Cash flows from financing activities related to debt and finance lease obligations are as follows:
Three Months Ended
March 31,
20262025
(In millions)
Proceeds from 2024 SCL Revolving Facility
$797 $— 
Proceeds from 2025 Singapore Credit Facility
— 2,797 
$797 $2,797 
Repayment on SCL Senior Notes
$(800)$— 
Repayment on 2025 Singapore Credit Facility
(15)— 
Repayment on 2024 SCL Term Loan Facility
(12)— 
Repayment on 2012 Singapore Credit Facility
— (2,708)
Repayments on finance leases
(3)(2)
$(830)$(2,710)
11



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 4 — Derivative Instruments
During the year ended December 31, 2024, the Company executed HKD/USD Swaps, designated as hedges of portions of the cash flows related to the SCL senior notes due 2027 through 2031 (the “SCL Swaps”). As of March 31, 2026, the SCL Swaps had a total notional value of $3.41 billion and expire in line with the maturity dates of the related hedged cash flows.
During the year ended December 31, 2025, the Company executed SGD/USD Swaps, designated as hedges of the Company’s net investment in MBS (the “MBS Net Investment Hedges”), and HKD/USD Forwards, designated as hedges of the Company’s net investment in SCL (the “SCL Net Investment Hedges,” and together with the “MBS Net Investment Hedges,” the “Net Investment Hedges”). As of March 31, 2026, the MBS Net Investment Hedges had a total notional value of $1.80 billion and expire on various dates beginning March 2028 through December 2030, and the SCL Net Investment Hedges had a total notional value of $387 million and expire in June and September 2026.
During the three months ended March 31, 2026, the Company executed additional HKD/USD Forwards, designated as hedges of portions of the cash flows related to the SCL senior notes due 2028 through 2031 (the “SCL Forwards”). As of March 31, 2026, the SCL Forwards had a total notional value of $527 million and expire in line with the maturity dates of the related hedged cash flows.
For each reporting period, the fair value of each hedging derivative is recorded as an asset or liability with the offset recorded to “Accumulated other comprehensive income” (“AOCI”) in the accompanying condensed consolidated balance sheets. Refer to “Note 8 — Fair Value Disclosures” for further details. All amounts recorded in AOCI related to the Net Investment Hedges will remain in AOCI until derecognition of the investment. Portions of the amounts recorded in AOCI related to the fair value of the SCL Swaps and SCL Forwards are reclassified to “Other income (expense)” in the same period the hedged cash flows affect earnings. Additionally, upon execution of the SCL Forwards, there is an immediate foreign currency gain or loss resulting from the difference between the contractual forward exchange rate and the spot exchange rate on the execution date. This initial income or cost is reclassified from AOCI to “Other income (expense)” and “Interest expense, net of amounts capitalized” over the duration of the Forward using an appropriate amortization methodology dependent on the hedged item.
The following table presents the net changes in AOCI associated with each year’s hedging activities, net of tax:
Three Months Ended March 31,
20262025
Cash Flow HedgesNet Investment HedgesCash Flow HedgesNet Investment Hedges
(In millions)
Net loss from hedge adjustments recognized in AOCI as of January 1
$(48)$15 $(32)$— 
Hedge adjustments recognized during the current period
6 5 18 — 
Net (gain) loss reclassified from AOCI into earnings
(27)— (8)— 
Net gain (loss) from hedge adjustments recognized in AOCI as of March 31
$(69)$20 $(22)$— 
As of March 31, 2026, approximately $40 million of the net loss deferred in AOCI related to the SCL Swaps and SCL Forwards is expected to be reclassified from AOCI into “Other income (expense)” over the 12-month period ending March 31, 2027. The actual amounts that will be reclassified over the next twelve months may vary from this amount as a result of changes in market conditions.
The cash flow impact is included in operating activities for the SCL Swaps and SCL Forwards, and in investing activities for the Net Investment Hedges in the accompanying condensed consolidated statements of cash flows.
12



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 5 — Equity and Earnings Per Share
Common Stock
In April 2026, the Company’s Board of Directors declared a quarterly dividend of $0.30 per common share (a total estimated to be approximately $199 million) to be paid on May 13, 2026, to stockholders of record on May 5, 2026.
Share Repurchases
The following table presents information about our repurchases of common stock:
Three Months Ended March 31,
20262025
(Dollars in millions)
Total number of shares repurchased
13,060,239 10,086,681 
Total cost of shares repurchased
$746 $454 
Commissions and excise tax included in total cost$6 $4 
As of March 31, 2026, the remaining amount authorized under the share repurchase program was $817 million.
All share repurchases of the Company’s common stock have been recorded as treasury stock in the accompanying condensed consolidated balance sheets. Repurchases of the Company’s common stock are made at the Company’s discretion in accordance with applicable federal securities laws in the open market or otherwise, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases or block trades, subject to market conditions, applicable legal requirements and other factors. The timing, method and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities and market conditions.
Earnings Per Share
The weighted average number of common and common equivalent shares used in the calculation of basic and diluted earnings per share consisted of the following:
Three Months Ended
March 31,
20262025
(In millions)
Weighted-average common shares outstanding (used in the calculation of basic earnings per share)
669 712 
Potential dilution from stock options and restricted stock and stock units
2 1 
Weighted-average common and common equivalent shares (used in the calculation of diluted earnings per share)
671 713 
Antidilutive stock options and restricted stock and stock units excluded from the calculation of diluted earnings per share
3 8 
Diluted earnings per share is calculated using the treasury stock method.
Note 6 — Income Taxes
The Company’s effective income tax rate was 14.3% for the three months ended March 31, 2026, compared to 13.4% for the three months ended March 31, 2025. The effective income tax rate for the three months ended March 31, 2026, reflects a 17% statutory tax rate on the Company’s Singapore operations, a 21% corporate income tax rate on its domestic operations, and a zero percent tax rate on its Macao gaming operations due to the Company’s income tax exemption in Macao.
The Company entered into a shareholder dividend tax agreement with the Macao government, which provided for a payment at an applicable rate of gross gaming revenue for the tax year 2023 through the tax year 2025 as a substitution for a 12% tax otherwise due from VML’s shareholders on dividend distributions paid from VML’s gaming profits. In January 2026, the Company requested this tax agreement be extended through December 31, 2027. The effective income tax rate for the three months ended March 31, 2026, anticipates a similar shareholder dividend tax agreement will be entered into for 2026 and 2027; however, there is no assurance such agreement will be granted. Corporate expense included $4 million and $3 million of shareholder dividend tax for the three months ended March 31, 2026 and 2025, respectively.
13



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 7 — Leases
Lessor
Lease revenue for the Company’s mall operations consisted of the following:
Three Months Ended
March 31,
20262025
(In millions)
Minimum rents$146 $140 
Overage rents31 20 
$177 $160 
Note 8 — Fair Value Disclosures
The following tables present the carrying amounts and estimated fair values of financial instruments held or issued by the Company using available market information. Determining fair value is judgmental in nature and requires market assumptions and/or estimation methodologies. The tables exclude cash, restricted cash, accounts receivable, net, and accounts payable, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.
March 31, 2026
Hierarchy Level
Carrying
   Amount(1)
Level 1
Level 2
(In millions)
Assets:
Cash equivalents
Cash deposits$1,749 $1,749 
Money market funds$170 $170 
U.S. Treasury Bills$220 $220 
Loan receivable(2)
$1,264 $1,228 
Prepaid expenses and other:
SCL Net Investment Hedge(3)
$3 $3 
Liabilities:
Other accrued liabilities:
SCL Swaps(3)
$2 $2 
Debt(3)(4)
$15,704 $15,605 
Other long-term liabilities:
SCL Swaps and Forwards(3)(5)
$55 $55 
MBS Net Investment Hedge(3)(6)
$8 $8 
14



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
December 31, 2025
Hierarchy Level
Carrying
   Amount(1)
Level 1
Level 2
(In millions)
Assets:
Cash equivalents
Cash deposits$1,878 $1,878 
Money market funds$288 $288 
U.S. Treasury Bills$218 $218 
Loan receivable(2)
$1,264 $1,232 
Liabilities:
Debt(3)(4)
$15,770 $15,784 
Other long-term liabilities:
SCL Swaps(3)(5)
$63 $63 
MBS Net Investment Hedge(3)(6)
$4 $4 
____________________
(1)The cross-currency swaps and net investment hedges are accounted for at fair value in the accompanying condensed consolidated financial statements. The other items included in this table are not accounted for at fair value.
(2)The fair value is estimated based on level 2 inputs and reflects the increase in market interest rates since finalizing the terms of the loan receivable at a fixed interest rate on March 2, 2021.
(3)The estimated fair value is based on recent trades, if available, and indicative pricing from market information (level 2 inputs).
(4)The carrying amount of debt is exclusive of finance leases and represents its contractual value.
(5)This amount excludes the accrued interest portion of the fair value related to the periodic interest payment swaps. This accrual component, amounting to $2 million as of March 31, 2026 and $4 million as of December 31, 2025, was recorded in “Accounts receivable, net” in the accompanying condensed consolidated balance sheets.
(6)This amount excludes the accrued interest portion of the fair value related to the periodic interest payment swaps. This accrual component, amounting to $3 million as of March 31, 2026 and December 31, 2025, was recorded in “Accounts receivable, net” in the accompanying condensed consolidated balance sheets.
As of March 31, 2026 and December 31, 2025, the amounts of the Company’s other assets and liabilities that were accounted for at fair value were immaterial.
Note 9 — Commitments and Contingencies
Litigation
The Company is involved in other litigation in addition to those noted below, arising in the normal course of business. Management has made certain estimates for potential litigation costs based upon consultation with legal counsel. Actual results could differ from these estimates; however, in the opinion of management, such litigation and claims will not have a material effect on the Company’s financial condition, results of operations and cash flows.
Asian American Entertainment Corporation, Limited v. Venetian Macau Limited, et al.
On January 19, 2012, Asian American Entertainment Corporation, Limited (“AAEC” or “Plaintiff”) filed a claim with the Macao First Instance Court against VML, LVS (Nevada) International Holdings, Inc. (“LVS (Nevada)”), Las Vegas Sands, LLC (“LVSLLC”) and Venetian Casino Resort (“VCR”) (collectively, the “Defendants”) for 3.0 billion patacas (approximately $372 million at exchange rates in effect on March 31, 2026), which alleged a breach of agreements entered into between AAEC and LVS (Nevada), LVSLLC and VCR (collectively, the “U.S. Defendants”) for their joint presentation of a bid in response to the public tender held by the Macao government for the award of gaming concessions at the end of 2001. As described below, a judgment in favor of the Defendants became final on March 4, 2026, and the Macao Second Instance Court certified that final judgment on March 13, 2026.
The procedural history of the case is as follows. On March 24, 2014, the Macao First Instance Court issued a decision holding that AAEC’s claim against VML is unfounded and that VML be removed as a party to the proceedings. On May 8, 2014, AAEC lodged an appeal against that decision.
15



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Evidence gathering by the Macao First Instance Court commenced by letters rogatory, which was completed on March 14, 2019. On July 15, 2019, AAEC submitted a request to the Macao First Instance Court to increase the amount of its claim to 96.45 billion patacas (approximately $11.95 billion at exchange rates in effect on March 31, 2026), allegedly representing lost profits from 2004 to 2018, and reserving its right to claim for lost profits up to 2022. On September 4, 2019, the Macao First Instance Court allowed AAEC’s amended request. The U.S. Defendants appealed the decision allowing the amended claim on September 17, 2019; the Macao First Instance Court accepted the appeal on September 26, 2019.
The trial began on June 16, 2021, and, after interim adjournments and delays resulting from the COVID-19 pandemic, was completed on January 19, 2022.
On April 28, 2022, the Macao First Instance Court entered a judgment for the U.S. Defendants. The Macao First Instance Court also held that Plaintiff litigated certain aspects of its case in bad faith. Plaintiff filed a notice of appeal from the Macao First Instance Court’s judgment on May 13, 2022.
On October 17, 2024, the Macao Second Instance Court issued an order rejecting Plaintiff’s appeal of the Macao First Instance Court’s April 28, 2022 judgment based on procedural defects, again found the Plaintiff to be litigating in bad faith, and declined to address the interlocutory appeals that had been filed by the parties.
On April 7, 2025, Plaintiff filed a notice of appeal to the Macao Last Instance Court. On June 11, 2025, the Defendants filed a notice that Plaintiff’s liquidation had been registered with the Commercial Registry, and Plaintiff is no longer an existent legal entity. Plaintiff filed its appeal brief on June 18, 2025. By order dated July 14, 2025, the Macao Second Instance Court rejected AAEC’s appeal brief because AAEC did not exist at the time the brief was filed and concluded that AAEC’s shareholders automatically replaced AAEC as Plaintiff as a matter of Macao law. Because AAEC’s shareholders did not file a timely appeal brief, the Macao Second Instance Court dismissed the appeal to the Macao Court of Final Appeal that AAEC had noticed on April 7, 2025.
On July 31, 2025, AAEC requested panel review of that ruling arguing, among other things, that the court should have allowed AAEC’s shareholders the opportunity to ratify the appeal brief previously filed. On August 29, 2025, the clerk for the Macao Second Instance Court issued an invoice for prepayment of court fees to AAEC’s shareholders relating to Plaintiff’s appeal. On September 18, 2025, the Macao Second Instance Court ruled that the request for panel review could proceed only after AAEC’s shareholders had paid the invoiced court fees relating to the appeal. On September 23, 2025, the Macao Second Instance Court sent Plaintiff’s counsel of record a copy of the September 18 order, along with the invoice for prepayment of court fees and a penalty. The deadline for AAEC’s shareholders to prepay court fees and an associated penalty for late payment was October 6, 2025. On October 13, 2025, the Macao Second Instance Court sent Plaintiff’s counsel of record another invoice for prepayment of court fees and another penalty.
Following the resignation of the judge rapporteur who had overseen proceedings in the Macao Second Instance Court, the Judicial Magistrates Council appointed a new judge rapporteur on January 5, 2026. On January 22, 2026, the new judge rapporteur overruled his predecessor’s decision of September 18, 2025, ruling that AAEC’s request for panel review of the order dismissing AAEC’s appeal dated July 14, 2025 is not subject to prepayment of court fees. As Plaintiff’s counsel purported to request panel review on behalf of AAEC’s shareholders, the judge rapporteur ordered Plaintiff’s counsel to submit (i) the shareholders’ identities, (ii) powers of attorney authorizing counsel to represent the shareholders, (iii) evidence that the shareholders had ratified the actions that counsel purported to take on their behalf prior to obtaining powers of attorney and (iv) justification for seeking panel review prior to obtaining powers of attorney. Plaintiff’s counsel of record failed to comply with these requirements. On February 9, 2026, the judge rapporteur ruled that Plaintiff’s challenge was therefore invalid and would not be reviewed by the full panel of judges. The judgment in favor of Defendants became final on March 4, 2026, and the Macao Second Instance Court certified that final judgment on March 13, 2026. The final judgment resolves all issues concerning the merits of Plaintiff’s claim.
16



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 10 — Segment Information
The Company views each of its operating properties as a reportable segment, which have been identified based on various factors such as regulatory environment, geography and the level at which the information is reviewed by the Company’s chief operating decision maker (the “CODM”). The Company’s CODM is its Chief Executive Officer.
The Company’s principal operating and developmental activities occur in two geographic areas: Macao and Singapore. The Company’s reportable segments are: The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; Sands Macao; and Marina Bay Sands. The Company has included Ferry Operations and Other (comprised primarily of the Company’s ferry operations and various other operations that are ancillary to its properties in Macao) and Corporate and Other (which includes construction and development activities for projects under development not included in its reportable segments) to reconcile to the consolidated results of operations and financial condition. The Company’s reportable segments are not aggregated.
The Company’s reportable segments generate revenue from casino wagers, room sales, food and beverage and retail transactions, rental income from mall tenants, convention sales and entertainment and ferry ticket sales.
The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices. Intersegment transactions, with the exception of intercompany royalties, are not eliminated from segment results as management considers those transactions in assessing the results of the respective segments.
The CODM assesses the performance of each segment and allocates resources to each segment based on adjusted property EBITDA. Consolidated adjusted property EBITDA, which is a supplemental non-GAAP financial measure, is net income (loss) before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. The Company has significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments and income taxes, which are not reflected in consolidated adjusted property EBITDA.
Consolidated adjusted property EBITDA is used by the CODM and management, as well as industry analysts, to evaluate operations and operating performance. In particular, the CODM and management utilize consolidated adjusted property EBITDA to compare the operating profitability of its operations with those of its competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including LVSC, have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Not all companies calculate adjusted property EBITDA in the same manner. As a result, consolidated adjusted property EBITDA as presented by the Company may not be directly comparable to similarly titled measures presented by other companies.

17



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Company’s segment information as of March 31, 2026 and December 31, 2025, and for the three months ended March 31, 2026 and 2025 is as follows:
The Venetian MacaoThe Londoner MacaoThe Parisian MacaoThe Plaza Macao and Four Seasons MacaoSands MacaoFerry Operations and OtherTotal MacaoMarina Bay SandsInter-company RoyaltiesTotal
(In millions)
Three Months Ended March 31, 2026
Casino$556 $584 $176 $212 $85 $— $1,613 $1,126 $— $2,739 
Rooms51 104 33 30 4 — 222 155 — 377 
Food and beverage19 34 14 7 3 — 77 99 — 176 
Mall66 25 4 40 — — 135 69 — 204 
Convention, retail and other16 7 2 1 1 25 52 37 — 89 
Net revenues708 754 229 290 93 25 2,099 1,486 — 3,585 
Intersegment revenues2 — — — — 13 15 1 87 103 
Net revenues before intersegment eliminations710 754 229 290 93 38 2,114 1,487 87 3,688 
Less:
Payroll and related expenses120 114 51 30 27 13 355 204 — 559 
Gaming taxes267 318 95 118 42 — 840 272 — 1,112 
Other expenses(1)
85 99 37 28 15 22 286 223 87 596 
Segment expenses472 531 183 176 84 35 1,481 699 87 2,267 
Segment/Consolidated adjusted property EBITDA$238 $223 $46 $114 $9 $3 $633 $788 $— $1,421 
Other Operating Costs and Expenses
Stock-based compensation(2)
(3)
Corporate(83)
Pre-opening(4)
Development(41)
Depreciation and amortization(357)
Amortization of leasehold interests in land(21)
Loss on disposal or impairment of assets(8)
Operating income904 
Other Non-Operating Costs and Expenses
Interest income35 
Interest expense, net of amounts capitalized(188)
Other expense(3)
Income tax expense(107)
Net income$641 
18



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Venetian MacaoThe Londoner MacaoThe Parisian MacaoThe Plaza Macao and Four Seasons MacaoSands MacaoFerry Operations and OtherTotal MacaoMarina Bay SandsInter-company RoyaltiesTotal
(In millions)
Three Months Ended March 31, 2025
Casino$495 $402 $173 $132 $68 $— $1,270 $857 $— $2,127 
Rooms53 73 35 29 5 — 195 129 — 324 
Food and beverage15 24 12 7 2 — 60 81 — 141 
Mall59 21 5 39 — — 124 62 — 186 
Convention, retail and other14 9 2 1 — 25 51 33 — 84 
Net revenues636 529 227 208 75 25 1,700 1,162 — 2,862 
Intersegment revenues2 — — — — 7 9 1 61 71 
Net revenues before intersegment eliminations638 529 227 208 75 32 1,709 1,163 61 2,933 
Less:
Payroll and related expenses108 96 49 27 23 11 314 172 — 486 
Gaming taxes235 210 84 81 32 — 642 208 — 850 
Other expenses(1)
70 70 28 26 10 14 218 178 61 457 
Segment expenses413 376 161 134 65 25 1,174 558 61 1,793 
Segment/Consolidated adjusted property EBITDA$225 $153 $66 $74 $10 $7 $535 $605 $— $1,140 
Other Operating Costs and Expenses
Stock-based compensation(2)
(1)
Corporate(73)
Pre-opening(4)
Development(69)
Depreciation and amortization(362)
Amortization of leasehold interests in land(15)
Loss on disposal or impairment of assets(7)
Operating income609 
Other Non-Operating Costs and Expenses
Interest income42 
Interest expense, net of amounts capitalized(174)
Other expense(1)
Loss on modification or early retirement of debt(5)
Income tax expense(63)
Net income$408 
____________________
(1)Consists of gaming and non-gaming operating expenses and selling, general and administrative expenses for each segment.
(2)During the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense of $24 million and $9 million, respectively, of which $21 million and $8 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.
19



LAS VEGAS SANDS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Three Months Ended
March 31,
20262025
(In millions)
Capital Expenditures
Corporate and Other$3 $7 
Macao:
The Venetian Macao50 24 
The Londoner Macao25 166 
The Parisian Macao9 3 
The Plaza Macao and Four Seasons Macao2 2 
Sands Macao3 2 
89 197 
Marina Bay Sands102 175 
Total capital expenditures$194 $379 
March 31,
2026		December 31,
2025
(In millions)
Total Assets
Corporate and Other$3,157 $3,614 
Macao:
The Venetian Macao2,693 2,689 
The Londoner Macao4,618 4,635 
The Parisian Macao1,649 1,636 
The Plaza Macao and Four Seasons Macao928 953 
Sands Macao257 258 
Ferry Operations and Other483 375 
10,628 10,546 
Marina Bay Sands7,391 7,760 
Total assets$21,176 $21,920 
20

LAS VEGAS SANDS CORP. AND SUBSIDIARIES
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Quarterly Report on Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “— Special Note Regarding Forward-Looking Statements.”
Operations
Summary Financial Results
 Three Months Ended March 31,
 20262025
Dollar
Change
Percent 
Change
 
(Dollars in millions, except per share data)
Net revenues
$3,585 $2,862 $723 25.3 %
Operating income904 609 295 48.4 %
Net income641 408 233 57.1 %
Diluted earnings per share
0.85 0.49 0.36 73.5 %
Consolidated adjusted property EBITDA(1)
1,421 1,140 281 24.6 %
__________________________
(1)See “— Segment Adjusted Property EBITDA” for a reconciliation of consolidated adjusted property EBITDA to net income.
We view each of our Integrated Resort properties as an operating segment. Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands.
Macao
Our Macao operations showed improvement with net revenues increasing $399 million, or 23.5%, and adjusted property EBITDA increasing $98 million, or 18.3%, compared with the three months ended March 31, 2025. The improvement was driven by our properties where new and refreshed premium suites and hospitality offerings have been introduced, such as the Londoner Grand. Despite the improvement, we continue to face a competitive operating environment.
Singapore
Our Singapore operations continue to deliver exceptional results, supported by the property’s unique and luxurious integrated resort offerings, with adjusted property EBITDA increasing $183 million, or 30.2%, compared to the three months ended March 31, 2025. The key driver of the increase being a 31.4% increase in gross gaming revenue to $1.13 billion, while non-gaming revenues also contributed meaningfully to the overall results driven by increased business volumes and the launch of new dining venues.
Summary
During the first quarter of 2026, we continued to execute our strategic objectives as we delivered growth in both Singapore and Macao while continuing to increase the return of capital to stockholders, with the repurchase of $740 million of our common stock and a dividend payment of $202 million, and will continue to invest in premium suites and other hospitality offerings.
We believe we have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.33 billion as of March 31, 2026 and access to $3.97 billion of available borrowing capacity under our U.S., SCL and Singapore revolving credit facilities as of the date of this report. We believe we are able to support our continuing operations, complete the major construction projects that are underway and maintain our share repurchase and dividend programs to continue to return excess capital to stockholders.
Critical Accounting Policies and Estimates
For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2025 Annual Report on Form 10-K filed on February 6, 2026.
There were no newly identified significant accounting policies and estimates during the three months ended March 31, 2026, nor were there any material changes to the critical accounting policies and estimates discussed in our 2025 Annual Report.
21

Table of Contents
Operating Results
Key Operating Revenue Measurements
Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao and Marina Bay Sands are dependent upon the volume of patrons who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao are principally driven by the volume of gaming patrons who visit the property on a daily basis.
Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract patrons to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space.
The following are the key measurements we use to evaluate operating revenues:
Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited.
We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.3% in Macao. During the three months ended September 30, 2025, we revised our expected win percentage for Singapore to be based on the theoretical hold percentage measured by technology-enabled tables (“smart tables”). The theoretical hold percentage based on smart table data was 3.6% and 3.8% for the three months ended March 31, 2026 and 2025, respectively, in Singapore. Our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 23.1%, 22.8%, 21.0%, 21.6%, 14.8% and 23.1% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage of 3.6%, 3.8%, 3.7%, 2.3%, 2.4% and 4.4% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 11.3% and 12.0%, respectively, of our table games play was conducted on a credit basis for the three months ended March 31, 2026.
Hotel revenue measurements: Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate (“ADR,” a price indicator), which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements. The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.
Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.
22

Table of Contents
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Operating Revenues
Our net revenues consisted of the following:
Three Months Ended March 31,
20262025
Dollar
Change
Percent
Change
(Dollars in millions)
Casino$2,739 $2,127 $612 28.8 %
Rooms377 324 53 16.4 %
Food and beverage176 141 35 24.8 %
Mall204 186 18 9.7 %
Convention, retail and other89 84 5 6.0 %
Total net revenues$3,585 $2,862 $723 25.3 %
Consolidated net revenues increased due to increases of $399 million and $324 million at our Macao operations and Marina Bay Sands, respectively.
Net casino revenues increased due to increases of $343 million and $269 million at our Macao operations and Marina Bay Sands, respectively. Casino revenues at our Macao operations increased due to increased table games and slot volumes and an increase in Rolling Chip win percentages, partially offset by decreases in Non-Rolling Chip win and slot hold percentages. Casino revenues at Marina Bay Sands increased due to increased table games and slot volumes, partially offset by decreases in win and hold percentages. The following table summarizes our casino activity:
Three Months Ended March 31,
 20262025Change
 (Dollars in millions)
Macao Operations:
The Venetian Macao
Total net casino revenues$556 $495 12.3 %
Non-Rolling Chip drop$2,584 $2,260 14.3 %
Non-Rolling Chip win percentage22.0 %22.7 %(0.7)pts
Rolling Chip volume$957 $862 11.0 %
Rolling Chip win percentage3.85 %2.18 %1.67 pts
Slot handle$1,541 $1,404 9.8 %
Slot hold percentage4.1 %4.0 %0.1 pts
The Londoner Macao
Total net casino revenues$584 $402 45.3 %
Non-Rolling Chip drop$2,435 $1,755 38.7 %
Non-Rolling Chip win percentage23.1 %23.0 %0.1 pts
Rolling Chip volume$4,683 $1,712 173.5 %
Rolling Chip win percentage3.31 %3.56 %(0.25)pts
Slot handle$2,219 $1,668 33.0 %
Slot hold percentage3.7 %3.5 %0.2 pts
The Parisian Macao
Total net casino revenues$176 $173 1.7 %
Non-Rolling Chip drop$886 $728 21.7 %
Non-Rolling Chip win percentage20.3 %21.0 %(0.7)%
Rolling Chip volume
$1,348 $709 90.1 pts
Rolling Chip win percentage
1.11 %4.25 %(3.14)pts
Slot handle$1,143 $889 28.6 %
Slot hold percentage3.7 %3.7 %— pts
23

Three Months Ended March 31,
 20262025Change
 (Dollars in millions)
The Plaza Macao and Four Seasons Macao
Total net casino revenues$212 $132 60.6 %
Non-Rolling Chip drop$881 $686 28.4 %
Non-Rolling Chip win percentage20.3 %22.2 %(1.9)pts
Rolling Chip volume$2,195 $2,132 3.0 %
Rolling Chip win percentage5.54 %2.40 %3.14 pts
Slot handle
$— $21 (100.0)%
Slot hold percentage— %2.2 %(2.2)pts
Sands Macao
Total net casino revenues$85 $68 25.0 %
Non-Rolling Chip drop$531 $380 39.7 %
Non-Rolling Chip win percentage14.0 %15.6 %(1.6)pts
Rolling Chip volume$29 $59 (50.8)%
Rolling Chip win percentage3.63 %4.23 %(0.60)pts
Slot handle$1,419 $582 143.8 %
Slot hold percentage2.0 %2.9 %(0.9)pts
Singapore Operations:
Marina Bay Sands
Total net casino revenues$1,126 $857 31.4 %
Non-Rolling Chip drop$2,925 $2,304 27.0 %
Non-Rolling Chip win percentage21.5 %22.8 %(1.3)pts
Rolling Chip volume$17,965 $8,028 123.8 %
Rolling Chip win percentage3.56 %3.70 %(0.14)pts
Slot handle$6,613 $5,812 13.8 %
Slot hold percentage4.1 %4.3 %(0.2)pts
In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered.
24

Room revenues increased due to increases of $27 million and $26 million at our Macao operations and Marina Bay Sands, respectively. Macao room revenues increased due to an increase in available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand, which was completed in April 2025. Marina Bay Sands room revenues increased due to increases in available rooms and ADR, primarily due to the May 2025 completion of extensive renovations to introduce world class suites. The following table summarizes the results of our room activity:
 Three Months Ended March 31,
 20262025Change
 (Room revenues in millions)
Macao Operations:
The Venetian Macao
Total room revenues$51 $53 (3.8)%
Occupancy rate98.9 %99.8 %(0.9)pts
Average daily room rate (ADR)$202 $204 (1.0)%
Revenue per available room (RevPAR)$200 $204 (2.0)%
The Londoner Macao
Total room revenues$104 $73 42.5 %
Occupancy rate97.8 %98.1 %(0.3)pts
Average daily room rate (ADR)$271 $291 (6.9)%
Revenue per available room (RevPAR)$265 $286 (7.3)%
The Parisian Macao
Total room revenues$33 $35 (5.7)%
Occupancy rate98.7 %99.8 %(1.1)pts
Average daily room rate (ADR)$148 $154 (3.9)%
Revenue per available room (RevPAR)$146 $154 (5.2)%
The Plaza Macao and Four Seasons Macao
Total room revenues$30 $29 3.4 %
Occupancy rate94.9 %97.2 %(2.3)pts
Average daily room rate (ADR)$520 $502 3.6 %
Revenue per available room (RevPAR)$493 $488 1.0 %
Sands Macao
Total room revenues$4 $5 (20.0)%
Occupancy rate99.0 %98.8 %0.2 pts
Average daily room rate (ADR)$163 $174 (6.3)%
Revenue per available room (RevPAR)$161 $172 (6.4)%
Singapore Operations:
Marina Bay Sands
Total room revenues$155 $129 20.2 %
Occupancy rate95.7 %95.6 %0.1 pts
Average daily room rate (ADR)$1,006 $925 8.8 %
Revenue per available room (RevPAR)$963 $884 8.9 %
Food and beverage revenues increased due to increases of $18 million and $17 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was due to increased business volume and the opening of a new venue in July 2025. The increase at our Macao operations was due to increased business volume.
25

Mall revenues increased due to increases of $11 million and $7 million at our Macao operations and Marina Bay Sands, respectively. The increase at our Macao operations was driven by increases of $9 million in overage rent, $1 million in base rent and $1 million in revenues related to common area maintenance (“CAM”) and other revenues, while the increase at Marina Bay Sands was due to increases of $5 million in base rent and $2 million in overage rent. For further information related to the financial performance of our malls, see “— Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore:
 Three Months Ended March 31,
 20262025Change
 (Mall revenues in millions)
Macao Operations:
Shoppes at Venetian
Total mall revenues$66 $59 11.9 %
Mall gross leasable area (in square feet)829,874 821,670 1.0 %
Occupancy89.1 %84.4 %4.7 pts
Base rent per square foot$282 $291 (3.1)%
Tenant sales per square foot
$2,137 $1,588 34.6 %
Shoppes at Londoner
Total mall revenues$25 $21 19.0 %
Mall gross leasable area (in square feet)
518,122 517,610 0.1 %
Occupancy78.0 %75.1 %2.9 pts
Base rent per square foot$187 $177 5.6 %
Tenant sales per square foot
$1,765 $1,356 30.2 %
Shoppes at Parisian
Total mall revenues$4 $5 (20.0)%
Mall gross leasable area (in square feet)
253,806 259,953 (2.4)%
Occupancy72.4 %76.4 %(4.0)pts
Base rent per square foot$73 $80 (8.8)%
Tenant sales per square foot
$430 $482 (10.8)%
Shoppes at Four Seasons
Total mall revenues$40 $39 2.6 %
Mall gross leasable area (in square feet)255,317 261,898 (2.5)%
Occupancy94.4 %96.6 %(2.2)pts
Base rent per square foot$618 $611 1.1 %
Tenant sales per square foot
$4,606 $4,724 (2.5)%
Singapore Operations:
The Shoppes at Marina Bay Sands
Total mall revenues$69 $62 11.3 %
Mall gross leasable area (in square feet)620,562 622,561 (0.3)%
Occupancy96.6 %98.8 %(2.2)pts
Base rent per square foot$398 $358 11.2 %
Tenant sales per square foot
$3,068 $2,845 7.8 %
__________________________
Note:    This table excludes the results of our retail outlets at Sands Macao.
26

Operating Expenses
Our operating expenses consisted of the following:
 Three Months Ended March 31,
 20262025
Dollar
Change
Percent
Change
 (Dollars in millions)
Casino$1,505 $1,157 $348 30.1 %
Rooms92 81 11 13.6 %
Food and beverage149 126 23 18.3 %
Mall25 22 3 13.6 %
Convention, retail and other65 59 6 10.2 %
Provision for credit losses29 5 24 480.0 %
General and administrative302 273 29 10.6 %
Corporate83 73 10 13.7 %
Pre-opening4 4 — — %
Development41 69 (28)(40.6)%
Depreciation and amortization357 362 (5)(1.4)%
Amortization of leasehold interests in land21 15 6 40.0 %
Loss on disposal or impairment of assets8 7 1 14.3 %
Total operating expenses$2,681 $2,253 $428 19.0 %
Operating expenses increased primarily due to increases of $308 million and $162 million at our Macao operations and Marina Bay Sands, respectively.
Casino expenses increased due to increases of $260 million and $88 million at our Macao operations and Marina Bay Sands, respectively. The increase at our Macao operations was primarily attributable to a $198 million increase in gaming taxes, consistent with increased gross gaming revenues, and increases of $34 million in payroll expenses and $16 million in casino marketing expenses. The increase at Marina Bay Sands was primarily attributable to a $64 million increase in gaming taxes, consistent with increased gross gaming revenues, and an increase of $12 million in payroll expenses.
Room expenses increased due to increases of $6 million and $5 million at our Macao operations and Marina Bay Sands, respectively. The increases were consistent with increased revenues and the conversion of the Sheraton towers to the Londoner Grand in Macao, which concluded in April 2025, and higher costs associated with new and elevated suites and rooms introduced at Marina Bay Sands, which concluded in May 2025.
Food and beverage expenses increased due to increases of $13 million and $10 million at Marina Bay Sands and our Macao operations, respectively. These increases were primarily due to the increased business volumes and an increase in payroll expenses of $7 million and $3 million at Marina Bay Sands and our Macao operations, respectively.
Convention, retail and other expenses increased due to increases of $4 million and $2 million at our Macao operations and Marina Bay Sands, respectively. The increase at our Macao operations was primarily due to increases of $2 million in limo expenses, consistent with increased revenues, and $2 million in ferry operations expenses, due to rising fuel prices and increased repairs and maintenance. The increase at Marina Bay Sands was due to increases of $1 million in convention expenses, consistent with increased revenues, and $1 million in entertainment expenses.
The provision for credit losses increased due to increases of $14 million and $10 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands resulted from an increase of $38 million in provision during the current quarter, partially offset by an increase of $24 million in settlements of previously reserved accounts. The increase at our Macao operations resulted from an increase of $12 million in provision during the current quarter, partially offset by an increase of $2 million in settlements of previously reserved accounts. The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from gaming activities. We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.
27

General and administrative expenses increased primarily due to increases of $18 million and $11 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was primarily due to increases of $10 million in payroll, $4 million in facilities expenses, primarily related to repairs and maintenance, and $1 million in property taxes. The increase at our Macao operations was primarily due to $6 million in facilities expenses, primarily relating to repairs and maintenance, and $4 million in marketing expenses, primarily relating to media campaigns.
Corporate expense increased due to increases of $14 million in payroll and related expenses, driven by the acceleration of restricted stock units that were granted and vested within the current quarter, $2 million in taxes and licenses and $5 million in other expenses, partially offset by an $11 million reversal of previously accrued legal fees.
Development expenses include the costs that were associated with our evaluation and pursuit of new business opportunities. During the three months ended March 31, 2026, these costs were primarily attributable to $33 million from our digital gaming related efforts and $5 million for opportunities in Texas. During the three months ended March 31, 2025, the costs were primarily attributable to $46 million from our digital gaming related efforts and $22 million for opportunities in New York and Texas.
Loss on disposal or impairment of assets incurred during the three months ended March 31, 2026, primarily related to a $5 million impairment due to our decision to not continue the development of certain digital gaming activities and $1 million in asset disposals at The Londoner Macao.
Segment Adjusted Property EBITDA
The following table summarizes information related to our segments:
Three Months Ended March 31,
20262025
Dollar
Change
Percent
Change
(Dollars in millions)
Macao:
The Venetian Macao$238 $225 $13 5.8 %
The Londoner Macao223 153 70 45.8 %
The Parisian Macao46 66 (20)(30.3)%
The Plaza Macao and Four Seasons Macao114 74 40 54.1 %
Sands Macao9 10 (1)(10.0)%
Ferry Operations and Other 3 7 (4)(57.1)%
633 535 98 18.3 %
Marina Bay Sands788 605 183 30.2 %
Consolidated adjusted property EBITDA(1)
$1,421 $1,140 $281 24.6 %
__________________________
(1)    Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income (loss) before stock-based compensation expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of our operations with those of our competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies, including LVSC, have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including LVSC, have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments, share repurchases and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.
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Three Months Ended March 31,
20262025
(In millions)
Consolidated adjusted property EBITDA$1,421 $1,140 
Other Operating Costs and Expenses
Stock-based compensation(a)
(3)(1)
Corporate(83)(73)
Pre-opening(4)(4)
Development(41)(69)
Depreciation and amortization(357)(362)
Amortization of leasehold interests in land(21)(15)
Loss on disposal or impairment of assets(8)(7)
Operating income904 609 
Other Non-Operating Costs and Expenses
Interest income35 42 
Interest expense, net of amounts capitalized(188)(174)
Other expense(3)(1)
Loss on modification or early retirement of debt
— (5)
Income tax expense(107)(63)
Net income$641 $408 
__________________________
(a)During the three months ended March 31, 2026 and 2025, we recorded stock-based compensation expense of $24 million and $9 million, respectively, of which $21 million and $8 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.
Adjusted property EBITDA at our Macao operations increased $98 million compared with the three months ended March 31, 2025. The increase was due to an overall increase in revenues, primarily in our casino operations, driven by increased table games volumes, partially offset by higher sales and marketing costs to attract patrons to our properties and increased payroll costs due to the competitive environment in Macao. Additionally, revenue in hotel operations increased, driven by the completion of the conversion of the Sheraton towers to the Londoner Grand, which concluded in April 2025.
Adjusted property EBITDA at Marina Bay Sands increased $183 million compared to the three months ended March 31, 2025. The increase was primarily due to an overall increase in revenues, primarily in our casino operations, driven by increased table games volumes. Additionally, revenue in hotel operations increased, driven by the introduction of new suites, rooms and other amenities, which were completed in May 2025.
Interest Expense
The following table summarizes information related to interest expense:
Three Months Ended March 31,
20262025
(Dollars in millions)
Interest cost
$191 $177 
    Less — capitalized interest(3)(3)
Interest expense, net
$188 $174 
Weighted average total debt balance
$15,995 $13,859 
Weighted average interest rate
4.6 %4.9 %
Interest cost was primarily impacted by an increase in our weighted average total debt balance, partially offset by a decrease in the weighted average interest rate. The weighted average total debt balance increased primarily due to (i) the issuance of the LVSC Senior Notes in May 2025, the proceeds from which were used to repay the $500 million 2.900% LVSC Senior Notes due June 2025 and to fund our share repurchases; and (ii) additional borrowings under the 2025 Singapore Credit Facility used to fund the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area. The weighted average interest rate decreased primarily due to lower interest rates on the 2025 Singapore Credit Facility and 2024 SCL Term Loan Facility, partially offset by higher rates on the LVSC Senior Notes issued in May 2025.
29

Other Factors Affecting Earnings
Interest income was $35 million for the three months ended March 31, 2026, compared to $42 million for the three months ended March 31, 2025. The decrease was attributable to a decrease in cash available to invest due to share repurchases, dividend payments and development-related spend in the last twelve months.
Other expense was $3 million for the three months ended March 31, 2026, compared to $1 million for the three months ended March 31, 2025. Other expense during the three months ended March 31, 2026, was primarily attributable to foreign currency remeasurement losses on U.S. dollar denominated debt held by Sands China Ltd. (“SCL”).
Our income tax expense was $107 million on income before income taxes of $748 million for the three months ended March 31, 2026, resulting in a 14.3% effective income tax rate. This compares to a 13.4% effective income tax rate for the three months ended March 31, 2025. The income tax expense for the three months ended March 31, 2026, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations.
Our operations in Macao are subject to a 12% statutory income tax rate, but in connection with the 35% gaming tax, Venetian Macau Limited (“VML,” a subsidiary of SCL) and its peers received a corporate income tax exemption on gaming operations through December 31, 2027. Additionally, we entered into a shareholder dividend tax agreement with the Macao government, which provided for a payment at an applicable rate of gross gaming revenue for the tax year 2023 through the tax year 2025 as a substitution for a 12% tax otherwise due from VML’s shareholders on dividend distributions paid from VML’s gaming profits. In January 2026, we requested this tax agreement be extended through December 31, 2027. The effective income tax rate for the three months ended March 31, 2026, anticipates a similar shareholder dividend tax agreement will be entered into for 2026 and 2027; however, there is no assurance such agreement will be granted.
On July 4, 2025, the U.S. enacted tax legislation referred to as the One Big Beautiful Bill (“OBBB”). The OBBB includes significant changes to U.S. income tax laws, including tax cut extensions and modifications to the international tax framework, with certain provisions effective in 2025 and others effective in 2026 and later years. The OBBB is not expected to have a material impact on the Company’s 2026 effective tax rate. Management will continue to analyze and adjust future amounts as related administrative guidance, notices, implementation regulations, potential legislative amendments and interpretations of the OBBB continue to evolve.
The net income attributable to noncontrolling interests was $74 million for the three months ended March 31, 2026, compared to $56 million for the three months ended March 31, 2025. These amounts were related to the noncontrolling interest of SCL. The increase of $18 million was primarily due to an increase in the net income of SCL for the three months ended March 31, 2026, partially offset by the purchase of additional SCL shares by us during 2025, which resulted in our ownership of SCL having increased from 72.29% as of March 31, 2025 to 74.80% as of March 31, 2026.
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Additional Information Regarding our Retail Mall Operations
We own and operate retail malls at our Integrated Resorts at The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao, The Parisian Macao and Marina Bay Sands. Our malls are designed to complement our other unique amenities and service offerings provided by our Integrated Resorts. Our strategy is to seek out desirable tenants that appeal to our patrons and provide a wide variety of shopping options. We generate our mall revenues primarily from leases with tenants through minimum base rents, overage rents and reimbursements for CAM and other expenditures.
The following table summarizes the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the three months ended March 31, 2026 and 2025:
Shoppes at
Venetian		Shoppes at
Four
Seasons		Shoppes at
Londoner		Shoppes at
Parisian		The Shoppes at Marina
Bay Sands
(In millions)
For the three months ended March 31, 2026
Mall revenues:
Minimum rents(1)
$49 $30 $14 $2 $51 
Overage rents9 7 4 1 10 
CAM, levies and direct recoveries8 3 7 1 8 
Total mall revenues66 40 25 4 69 
Mall operating expenses:
Common area maintenance4 2 2 1 6 
Marketing and other direct operating expenses5 2 1 1 1 
Mall operating expenses
9 4 3 2 7 
Property taxes(2)
— — — — 1 
Mall-related expenses(3)
$9 $4 $3 $2 $8 
For the three months ended March 31, 2025
Mall revenues:
Minimum rents(1)
$48 $29 $14 $3 $46 
Overage rents3 7 2 — 8 
CAM, levies and direct recoveries8 3 5 2 8 
Total mall revenues59 39 21 5 62 
Mall operating expenses:
Common area maintenance4 1 2 1 6 
Marketing and other direct operating expenses3 2 1 1 1 
Mall operating expenses
7 3 3 2 7 
Property taxes(2)
— — — — 1 
Mall-related expenses(3)
$7 $3 $3 $2 $8 
____________________
Note: This table excludes the results of our retail outlets at Sands Macao.
(1)Minimum rents include base rents and straight-line adjustments of base rents.
(2)Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. If the property also qualifies for Tourism Utility Status, the property tax exemption can be extended to twelve years with effect from the opening of the property. The exemption for The Venetian Macao and The Plaza Macao and Four Seasons Macao expired, and the exemption for The Londoner Macao and The Parisian Macao will be expiring in December 2027 and September 2028, respectively.
(3)Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs.
It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.
31

In the table above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.
Development Projects
We regularly evaluate opportunities to improve our product offerings, such as refreshing our meeting and convention facilities, suites and rooms, retail malls, restaurant and nightlife mix and our gaming areas, as well as other anticipated revenue-generating additions to our Integrated Resorts.
Macao
As part of the gaming concession entered into by VML and the Macao government (the “Concession”), VML has committed to invest, or cause to be invested, at least 35.84 billion patacas (approximately $4.44 billion at exchange rates in effect on March 31, 2026). Of this total, 33.39 billion patacas (approximately $4.14 billion at exchange rates in effect on March 31, 2026) must be invested in non-gaming projects. These investments must be accomplished by December 2032.
For the years ended December 31, 2024 and 2023, we spent a total of approximately 5.80 billion patacas (approximately $718 million at exchange rates in effect on March 31, 2026) on these projects. The annual amounts were reviewed and confirmed as qualified spend under the Concession by the Macao government following audits conducted in May 2025 and July 2024, with results issued in November 2025 and 2024, respectively. The Macao government conducts an annual audit to confirm qualified concession investments for the prior year. For the year ended December 31, 2025, we spent approximately 2.52 billion patacas (approximately $313 million at exchange rates in effect on March 31, 2026); however, as of the date of this filing, the audit process for the 2025 investments is in progress and the ultimate amount confirmed as qualified spend under the Concession may differ from the amount reported above based on the results of the audit.
Singapore
In April 2019, the Company’s wholly owned subsidiary, Marina Bay Sands Pte. Ltd. (“MBS”) and the STB entered into a development agreement (the “Second Development Agreement”) pursuant to which MBS has agreed to construct a development (the “MBS Expansion Project”) on a land parcel adjacent to Marina Bay Sands. The MBS Expansion Project will include a hotel tower with luxury rooms and suites, a rooftop attraction, premium gaming areas, convention and meeting facilities and a state-of-the-art live entertainment arena with approximately 15,000 seats.
In January 2025, MBS entered into a second supplemental agreement to the Second Development Agreement with the Singapore government (the “Second Supplemental Agreement”) whereby MBS committed to assume liability for the cost of the land premium associated with (i) the additional 2,000 square meters of gaming area and 10,000 square meters of ancillary area in support of the gaming area (collectively, the “Additional Gaming Area”) and (ii) other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019 (the “Additional Gross Floor Area,” and collectively with the Additional Gaming Area, the “Additional Land Premium”).
The dates by which MBS has agreed with the Singapore government to commence and complete construction of the MBS Expansion Project pursuant to the Second Supplemental Agreement are July 8, 2025 and July 8, 2029, respectively. Construction works for the project commenced in May 2025. While our current estimate is that construction will be complete by June 2030 with an anticipated opening date in January 2031, any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government.
Our estimated total project cost is approximately $8.0 billion, inclusive of financing fees and interest, and land premiums. We have incurred approximately $2.8 billion as of March 31, 2026, inclusive of the payment made in 2019 for the lease of the parcels of land underlying the MBS development project site and the payments of 1.13 billion Singapore dollars (“SGD”) (made in April 2025) and SGD 173 million (made in March 2026) (approximately $848 million and $137 million, respectively, at exchange rates in effect at the time of the payment) for the Additional Gaming Area and Additional Gross Floor Area, respectively.
Other
We continue to evaluate additional development projects in each of our markets and pursue new development opportunities globally.
32

Liquidity and Capital Resources
Cash Flows — Summary
Our cash flows consisted of the following:
Three Months Ended March 31,
20262025
(In millions)
Net cash generated from operating activities$731 $526 
Cash flows from investing activities:
Capital expenditures(194)(379)
Acquisition of intangible assets and other— (75)
Other
8 — 
Net cash used in investing activities(186)(454)
Cash flows from financing activities:
Proceeds from exercise of stock options4 — 
Tax withholding on vesting of equity awards(6)(2)
Repurchase of common stock(753)(416)
Dividends paid
(202)(179)
Proceeds from debt
797 2,797 
Repayments of debt(830)(2,710)
Payments of financing costs— (164)
Other
(50)(18)
Net cash used in financing activities$(1,040)$(692)
Cash Flows — Operating Activities
Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis and to a lesser extent as a trade receivable. Operating cash flows are generally affected by changes in operating income, accounts receivable, gaming related liabilities and interest payments. Cash flows from operating activities for the three months ended March 31, 2026, increased $205 million compared to the three months ended March 31, 2025. The increase in cash generated from operations was primarily due to our Macao and Singapore operations generating increased operating income, as well as an increase in cash related to changes in working capital, exclusive of the $137 million payment for the Additional Gross Floor Area.
Cash Flows — Investing Activities
Capital expenditures for the three months ended March 31, 2026, totaled $194 million. Included in this amount was $102 million for construction activities at Marina Bay Sands in Singapore and $89 million for construction and development activities in Macao, which consisted of $50 million for The Venetian Macao, $25 million for The Londoner Macao and $14 million for the other Macao properties, and $3 million for corporate and other costs.
Capital expenditures for the three months ended March 31, 2025, totaled $379 million. Included in this amount was $197 million for construction and development activities in Macao, which consisted of $166 million for The Londoner Macao, primarily due to the Londoner Grand, $24 million for The Venetian Macao and $7 million for other Macao properties, and $175 million for construction activities at Marina Bay Sands in Singapore, primarily due to the room renovations being completed across the property, and $7 million for corporate and other costs. Additionally, in March 2025, we paid approximately $75 million to the Singapore Gambling Regulatory Authority as part of the process to renew our gaming license at Marina Bay Sands, which gaming license now expires in April 2028.
Cash Flows — Financing Activities
Net cash flows used in financing activities were $1.04 billion for the three months ended March 31, 2026. We utilized $753 million for common stock repurchases (inclusive of payments for excise tax), $202 million for dividend payments and net repayments of debt of $33 million. Additionally, we paid $50 million in other financial liability payments.
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Table of Contents
Net cash flows used in financing activities were $692 million for the three months ended March 31, 2025. We utilized $416 million for common stock repurchases, $179 million for dividend payments related to our stockholder return of capital program and $164 million for deferred offering costs for the 2025 Singapore Credit Facility. Additionally, there were net proceeds of debt of $87 million, primarily related to proceeds received from the 2025 Singapore Credit Facility and the extinguishment of the 2012 Singapore Credit Facility. Lastly, we paid $19 million in other financial liability payments.
Capital Financing Overview
We fund our development projects primarily through borrowings from our debt instruments and operating cash flows.
In April 2026, we paid HKD 2.40 billion (approximately $307 million at exchange rates in effect at the time of the payment) of the outstanding balance under the 2024 SCL Revolving Facility.
Our U.S., SCL and Singapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio, as defined per the respective facility agreements. As of March 31, 2026, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 1.90x, 3.29x and 1.30x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 4.00x and 4.50x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities.
We held unrestricted cash and cash equivalents of $3.33 billion and restricted cash of $125 million as of March 31, 2026, of which approximately $2.38 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $2.38 billion, approximately $1.93 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to levels of earnings, cash flow generated from gaming operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, laws and regulations currently applicable to our subsidiaries and restrictions in connection with their contractual arrangements. We do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise.
We believe we have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $3.33 billion as of March 31, 2026 and cash flow generated from operations, as well as $3.97 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities, net of outstanding letters of credit, as of the date of this report.
We believe we are well positioned to support our operations, maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities, debt obligations and dividend commitments, as well as meet our commitments under the Macao concession. In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure.
Dividends
In February 2026, we paid a quarterly dividend of $0.30 per common share as part of a regular cash dividend program and, for the three months ended March 31, 2026, we recorded $201 million as a distribution against retained earnings.
In April 2026, our Board of Directors declared a quarterly dividend of $0.30 per common share (a total estimated to be approximately $199 million) to be paid on May 13, 2026, to stockholders of record on May 5, 2026. We expect this level of dividend to continue quarterly through the remainder of 2026. Our Board of Directors will continue to assess the level of appropriateness of any cash dividends.
Share Repurchase Program
During the three months ended March 31, 2026, we repurchased 13 million shares of our common stock for $746 million (including $6 million in excise tax) under our current program. All share repurchases of our common stock have been recorded as treasury stock.
We have approximately $817 million remaining under our authorized share repurchase program. Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases or block trades, subject to market conditions, applicable legal requirements and other factors. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, cash flows, legal requirements, other investment opportunities and market conditions.
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Table of Contents
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this report, the words: “anticipates,” “believes,” “continues,” “estimates,” “expects,” “intends,” “may,” “plans,” “positions,” “remains,” “seeks,” “will,” “would,” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These statements represent our expectations, beliefs, intentions or strategies concerning future events that, by their nature, involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance, achievements or other expectations to be materially different from any future results, performance, achievements or other expectations expressed or implied by these forward-looking statements. These factors include, but are not limited to, the risks associated with:
•Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy;
•Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations;
•Our business is sensitive to the willingness of our customers to travel;
•We are subject to extensive regulations that govern our operations in any jurisdiction where we operate;
•Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate;
•We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries;
•Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations;
•We are subject to fluctuations in foreign currency exchange rates;
•We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons;
•Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings;
•We face the risk of fraud and cheating;
•Our operations face significant competition, which may increase in the future;
•Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful;
•Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows;
•There are significant risks associated with our current and planned construction projects;
•Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us;
•The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted;
•The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face;
•Conducting business in Macao and Singapore has certain political and economic risks;
•Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their expiration dates;
•We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi;
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•Our business, financial condition and results of operations and/or the value of our securities or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong or economic, political and legal developments in Macao adversely affect our Macao operations;
•The interests of our principal stockholders in our business may be different from yours;
•Conflicts of interest may arise because certain of our directors and officers are also directors of SCL;
•We depend on the continued services of key personnel;
•We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor;
•Failure to maintain the integrity of our information and information systems or comply with applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our business;
•We may fail to establish and protect our IP rights and could be subject to claims of IP infringement;
•The licensing of our trademarks to third parties could result in reputational harm for us;
•Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, and our insurance costs may increase in the future;
•We are subject to changes in tax laws and regulations;
•Because we own real property, we are subject to environmental regulation;
•We are subject to risks from litigation, investigations, enforcement actions and other disputes;
•We could be negatively impacted by environmental, social and governance and sustainability matters; and
•Other risks and uncertainties detailed in Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC.
All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statement is made. The Company assumes no obligation to update any forward-looking statements, except as required by federal securities laws.
Investors and others should note we announce material financial information using our investor relations website (https://investor.sands.com), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues.
In addition, we post certain information regarding SCL, a subsidiary of LVSC with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information.
The contents of these websites are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file with or furnish to the SEC, and any reference to these websites is intended to be inactive textual references only.
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ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposures to market risk are interest rate risk associated with our debt and foreign currency exchange rate risk associated with our operations outside the United States, which we may manage through the use of futures, options, caps, forward contracts and similar instruments. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions.
As of March 31, 2026, the estimated fair value of our debt was approximately $15.61 billion, compared to its contractual value of $15.70 billion. The estimated fair value of our debt is based on recent trades, if available, and indicative pricing from market information (level 2 inputs). A hypothetical 100 basis point change in market rates would cause the fair value of our debt to change by $234 million. A hypothetical 100 basis point change in HIBOR and SORA would cause our annual interest cost on our debt to change by approximately $61 million.
Foreign currency transaction losses were $5 million for the three months ended March 31, 2026, primarily due to U.S. dollar denominated debt issued by SCL. We may be vulnerable to changes in the U.S. dollar/SGD and U.S. dollar/pataca exchange rates. There were no material balances denominated in U.S. dollars related to our Singapore operations as of March 31, 2026; however, these balances fluctuate to support our operations. Based on balances as of March 31, 2026, a hypothetical 1% adverse change in the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately $4 million (net of the impact from the foreign currency swap agreements and forward contracts). The pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar (within a narrow range). We maintain a significant amount of our operating funds in the same currencies in which we have obligations, thereby reducing our exposure to currency fluctuations.
ITEM 4 — CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of March 31, 2026, and have concluded they are effective at the reasonable assurance level.
It should be noted any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that had a material effect, or were reasonably likely to have a material effect, on the Company’s internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1 — LEGAL PROCEEDINGS
The Company is party to litigation matters and claims related to its operations. For more information, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and “Part I — Item 1 — Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 9 — Commitments and Contingencies” of this Quarterly Report on Form 10-Q.
ITEM 1A — RISK FACTORS
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about share repurchases made each month by the Company of its common stock during the quarter ended March 31, 2026:
Period
Total
Number of
Shares
Purchased
Weighted
Average
Price Paid
Per Share(1)
Total Number
of Shares
Purchased as
Part of a Publicly
Announced Program
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program
(in millions)(2)
January 1, 2026 — January 31, 2026
1,720,011 $57.29 1,720,011 $1,458 
February 1, 2026 — February 28, 2026
9,401,365 $56.96 9,401,365 $922 
March 1, 2026 — March 31, 2026
1,938,863 $54.49 1,938,863 $817 
Total
13,060,239 13,060,239 
__________________________
(1)Calculated excluding commissions and excise tax.
(2)In October 2024, our Board of Directors authorized increasing the remaining share repurchase amount of the share repurchase program from $195 million to $2.0 billion and extending its expiration date from November 3, 2025 to November 3, 2026. In April 2025, our Board of Directors authorized increasing the remaining share repurchase amount from $1.10 billion to $2.0 billion. In October 2025, our Board of Directors authorized increasing the remaining share repurchase amount of the share repurchase program from $645 million to $2.0 billion and extending its expiration date from November 3, 2026 to November 3, 2027.
All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws in the open market or otherwise, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases or block trades, subject to market conditions, applicable legal requirements and other factors. All share repurchases of our common stock have been recorded as treasury shares.
ITEM 5 — OTHER INFORMATION
During the quarter ended March 31, 2026, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company.
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ITEM 6 — EXHIBITS
List of Exhibits
Exhibit No.Description of Document
10.1†
10.2†
10.3†
10.4†
10.5†
10.6†
10.7†
10.8†
10.9†
10.10†
31.1
31.2
32.1+
32.2+
101
The following financial information from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025, (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2026 and 2025, (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, and (vi) Notes to Condensed Consolidated Financial Statements.
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
____________________
+    This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
†    Denotes a management contract or compensatory plan or arrangement.
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LAS VEGAS SANDS CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
LAS VEGAS SANDS CORP.
April 24, 2026By:
/S/ PATRICK DUMONT
Patrick Dumont
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
April 24, 2026By:
/S/ RANDY HYZAK
Randy Hyzak
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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Exhibit 10.1
LAS VEGAS SANDS CORP. EXECUTIVE CASH INCENTIVE PLAN
(Amended and Restated as of March 2, 2026)
I.Purpose
The purpose of the Plan (as defined below) is to establish a program of incentive compensation for designated officers and/or key executive employees of the Company (as defined below), 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.
“Annual Cash Incentive 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.
“Board” means the Board of Directors of the Company.
“Clawback Policies” means the Company’s Forfeiture of Improperly Received Compensation Policy, effective January 23, 2018, as may be amended from time to time, and the Company’s Clawback Policy, effective December 1, 2023, as may be amended from time to time.
“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. 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.
“Company” means Las Vegas Sands Corp., a Nevada corporation, and any successor thereto.
“Designated Beneficiary” means the beneficiary or beneficiaries designated by a Participant in accordance with Article XV hereof to receive the amount, if any, payable under the Plan upon such Participant’s death.
“Participant” means any officer or key executive of the Company and its subsidiaries designated by the Committee to participate in the Plan.
“Payment Date” means the date on which an Annual Cash Incentive Award is paid in accordance with Article VI.


“Performance Period” means the period during which performance is measured to determine the level of attainment of an Annual Cash Incentive Award, which shall be the fiscal year of the Company or such other period as may be determined by the Committee.
“Plan” means the Las Vegas Sands Corp. Executive Cash Incentive Plan.
“Section 409A” means Section 409A of the Code.
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 performance criteria and related performance goals for each Participant (which may be objective or subjective, absolute or relative and based on individual, Company, subsidiary and/or division performance), calculate and determine each Participant’s level of attainment of such performance goals, and calculate the Annual Cash Incentive 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, regulations, policies, or practices.
V.Annual Cash Incentive Awards
The Committee, based upon information to be supplied by management of the Company and, where determined as necessary by the Board, the ratification of the Board, will establish for each Performance Period a maximum aggregate award (and, if the Committee deems appropriate, threshold and target awards) and performance goals relating to the applicable performance criteria for each Participant and communicate such award levels and performance goals to each Participant prior to or during the Performance Period for which such award may be made. Annual Cash Incentive Awards will be earned by each Participant based upon the level of attainment of his or her performance goals during the applicable Performance Period; provided that the Committee may reduce the amount of any Annual Cash Incentive Award in its sole and
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absolute discretion. As soon as practicable after the end of the applicable Performance Period, the Committee shall determine the level of attainment of the performance goals for each Participant and the Annual Cash Incentive Award to be made to each Participant.
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 applicable performance goals for an Annual Cash Incentive Award to be unsuitable, the Committee may modify such performance goals or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable. Unless otherwise determined by the Committee at the time an Annual Cash Incentive Award is granted, the Committee is authorized at any time to specify adjustments or modifications to be made to the calculation of a performance goal for such Performance Period, based on and in order to appropriately reflect nonrecurring events including, but not limited to: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; and (x) a change in the Company’s fiscal year.
VI.Payment of Annual Cash Incentive Awards
Except as provided in Articles VII and VIII below, Annual Cash Incentive Awards earned during any Performance Period shall be paid as soon as practicable following the end of such Performance Period, but in no event later than March 15 of the year following the completion of the Performance Period, and the determination of the amount thereof shall be made by the Committee. Payment of Annual Cash Incentive Awards shall be made in the form of cash. Annual Cash Incentive Award amounts earned but not yet paid will not accrue interest.
VII.Deferral of Annual Cash Incentive Awards
If so permitted by the Committee, a Participant may elect to defer receipt of all or a portion of an Annual Cash Incentive Award pursuant to the terms of any applicable Company deferred compensation plan as may be in effect from time to time.
VIII.Termination of Employment
A Participant shall be eligible to receive payment of his or her Annual Cash Incentive Award earned during a Performance Period, so long as the Participant is employed on the Payment Date. In the event of a Participant’s death prior to the Payment Date, such payment shall be made to the Participant’s Designated Beneficiary or, if there is none living, to the estate of the Participant. Notwithstanding the foregoing, the Committee, in its sole discretion, may permit a Participant to
3

receive payment of all or a pro rata portion of his or her Annual Cash Incentive Award following a termination of such Participant’s employment prior to the Payment Date.
IX.Reorganization or Discontinuance
The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from a merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company will make appropriate provision for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.
If the business conducted by the Company shall be discontinued, any previously earned and unpaid Annual Cash Incentive Awards under the Plan shall become immediately payable to the Participants then entitled thereto.
X.Non-Alienation of Benefits
A Participant may not assign, sell, encumber, transfer or otherwise dispose of any rights or interests under the Plan except by will or the laws of descent and distribution. Any attempted disposition in contravention of the preceding sentence shall be null and void.
XI.No Claim or Right to Plan Participation or Employment
No employee or other person shall have any claim or right to be selected as a Participant under the Plan. Neither the Plan nor any action taken pursuant to the Plan shall be construed as giving any employee any right to be retained in the employ of the Company or any of its subsidiaries.
XII.Clawback
Notwithstanding any other provisions in the Plan, any Annual Cash Incentive Award which is subject to recovery under any law, government regulation, stock exchange listing requirement or Company policy, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement), including, without limitation, the Clawback Policies. By accepting any Annual Cash Incentive Award under the Plan, a Participant knowingly, voluntarily and irrevocably consents to and agrees to be bound by and subject to the terms and conditions of the Clawback Policies, including that (i) the Participant will promptly return any erroneously awarded compensation that is required to be repaid in accordance with the Clawback Policies, (ii) any Annual Cash Incentive Award that Participant receives, have received or may become entitled to receive from the Company pursuant to the Plan is subject to the Clawback Policies, and the Clawback Policies may affect such Annual Cash Incentive Award, and (iii) Participant has no right to indemnification, insurance payments or other reimbursement by or from the Company for any Annual Cash Incentive Award that is subject to recoupment and/or forfeiture under the Clawback Policies.
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XIII.Taxes
The Company shall deduct from all amounts paid under the Plan all federal, state, local and other taxes that the Committee, in its sole discretion, determines are required to be withheld with respect to such payments.
XIV.Section 409A
The benefits provided under this Plan are intended to be excepted from coverage under Section 409A and the regulations promulgated thereunder and shall be construed accordingly. Notwithstanding any provision of the Plan to the contrary, if any benefit provided under this Plan is subject to the provisions of Section 409A and the regulations promulgated thereunder (and not excepted therefrom) the provisions of this Plan shall be administered, interpreted and construed in a manner necessary to comply with Section 409A, as applicable (or disregarded to the extent such provision cannot be so administered, interpreted or construed). In no event, however, shall the Board (or any member thereof), the Committee (or any member thereof) or the Company (or its employees, officers, directors or affiliates) have any liability to any Participant (or any other person) due to the failure of the Plan to satisfy the requirements of Section 409A.
XV.Designation and Change of Beneficiary
Each Participant may indicate upon notice to him or her by the Committee of his or her right to receive an Annual Cash Incentive Award a designation of one or more persons as the Designated Beneficiary who shall be entitled to receive the amount, if any, payable under the Plan upon the death of the Participant. Such designation shall be in writing to the Committee. A Participant may, from time to time, revoke or change his or her Designated Beneficiary without the consent of any prior Designated Beneficiary by filing a written designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. In the event that a Participant fails to designate a Designated Beneficiary as provided in this Article XV, or if the Designated Beneficiary predeceases the Participant, then any Annual Cash Incentive Award payable following the Participant’s death shall be payable to such Participant’s estate.
XVI.No Liability of Committee Members
No member of the Committee shall be personally liable by reason of any contract or other instrument related to the Plan executed by such member or on his or her behalf in his or her capacity as a member of the Committee, nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each employee, officer, or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including legal fees, disbursements and other related charges) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith.
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XVII.Termination or Amendment of the Annual Cash Incentive Plan
The Committee may amend, suspend or terminate the Plan at any time.
XVIII.Unfunded Plan
Participants shall have no right, title, or interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, Designated Beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.
The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.
XIX.Governing Law
The terms of the Plan and all rights thereunder shall be governed by and construed in accordance with the laws of the State of Nevada (and, to the extent applicable, the regulations of the Nevada Gaming Commission, the rules, directives and decisions of the Nevada Gaming Commission and State Gaming Control Board, the ordinances of Clark County, Nevada, and the regulations of the Clark County Liquor and Gaming Licensing Board) without reference to principles of conflict of laws.
XX.Effective Date
The effective date of the Plan, as amended and restated, is March 2, 2026. Any outstanding Annual Cash Incentive Award granted prior to such effective date will continue to be governed by the prior Plan.
6
Exhibit 10.2
LAS VEGAS SANDS CORP.
5420 S. Durango Drive
Las Vegas, Nevada 89113
March 3, 2026
Patrick Dumont
Re:     Terms of Continued Employment

Dear Patrick:
This letter agreement (this “Agreement”) sets forth the terms and conditions of the continued employment of Patrick Dumont (“Executive”) with Las Vegas Sands Corp., a Nevada corporation (“LVSC” or the “Company”), as agreed upon by Executive and the Company (“Parties”).  Now therefore, for valuable consideration and intending to be legally bound, the Parties agree as follows:
Section 1.    Prior Employment Agreement.  Effective as of March 2, 2026 (the “Effective Date”), the existing at-will employment arrangement between Executive and the Company shall terminate, and Executive shall be employed by the Company pursuant to the terms of this Agreement; provided, that Executive shall not forfeit any right to any earned and unpaid compensation for services rendered prior to the Effective Date. Except as provided in the preceding sentence, effective as of the Effective Date, this Agreement will constitute the entire agreement between the Company and Executive with respect to all terms and conditions of Executive’s employment. Any surviving terms of the prior employment letter agreements between the Company and Executive, effective as of January 1, 2016 and terminated as of December 31, 2020, and effective as of January 26, 2021 and terminated as of March 1, 2026 (the “Prior Employment Agreements”), shall terminate and be of no further force and effect; provided, that Executive shall not forfeit Executive’s right to any outstanding stock options or other equity awards, all of which shall continue in effect in accordance with their terms.
Section 2.    Duties and Responsibilities. Executive shall serve in the capacity of and have such powers, duties and responsibilities as are generally associated with the office of Chief Executive Officer, President and Treasurer of LVSC. In this capacity, Executive shall report directly to the Board of Directors of LVSC (the “Board”).
Section 3.    Performance.  Executive covenants and agrees to faithfully and diligently perform all of the duties of Executive’s employment, devoting Executive’s full business and professional time, attention, energy and ability to promote the business interests of the Company and all its properties.  Executive further agrees that during the period of Executive’s employment with the Company, Executive will not engage in any other business or professional enterprise whatsoever unless the Board shall consent thereto in writing; provided, however, that the foregoing limitation shall not preclude Executive from engaging in civic, charitable, or religious activities or from devoting a reasonable amount of time to the management of personal investments of Executive or Executive’s family (including, without limitation, real estate and public and private securities and any investment previously disclosed to the Board as of the Effective Date) that do not unreasonably interfere or conflict with the performance of Executive’s duties under this Agreement.
Section 4.    Perquisites.
During the Term (as defined below):
(a)    Travel. The Company shall make available to Executive a private jet aircraft for business and personal use. Also, at Executive’s election, Executive and Executive’s immediate family shall be entitled to travel first class on commercial airlines for all Company business trips.  If Executive is otherwise taking a trip on a private


jet made available by the Company, Executive may also bring one or more members of Executive’s immediate family to accompany Executive on such trip.  When Executive travels for business purposes, the Company shall provide Executive with, or as applicable, reimburse Executive (in accordance with Section 10) for, first class hotel accommodations and expenses for Executive and Executive’s immediate family members.
(b)     Security. To ensure the personal safety of Executive and Executive’s family, the Company shall, at its sole cost and expense, provide personal security services of a nature commensurate with Executive’s circumstances and on a basis reasonably acceptable to Executive and the Company, to such individuals.
(c)    Vacations and Holidays.  Executive shall be entitled to vacations and holidays as provided in the Company’s flex day policy as in effect from time to time, but no less than four weeks of paid vacation leave per year, at such times as may be requested by Executive and reasonably approved by the Company.
Section 5.    Term. The term of Executive’s employment under this Agreement shall commence as of the Effective Date and shall expire on March 2, 2031 (the “Term”), unless sooner terminated as provided under the terms of this Agreement.
Section 6.    Licensing Requirement. Executive is presently licensed as an officer or casino key employee or similar position (the “Licenses”) by the gaming authorities with jurisdiction over the Company or its affiliates (collectively, the “Gaming Authorities”), pursuant to the provisions of the applicable gaming laws and regulations of those jurisdictions. Executive agrees, at the Company’s sole cost and expense, to cooperate with the Gaming Authorities to maintain the Licenses in full force and effect and in good standing.  Executive further agrees to apply for any additional licenses as a casino key employee (or similar position), at the Company’s sole cost and expense, in any jurisdiction in which the Company’s officers or casino key employees are required to be licensed.
Section 7.    Base Salary and Annual Bonus.
(a)    As of the Effective Date and throughout the duration of the Term, Executive shall receive a gross base annual salary of not less than $2,500,000 subject to applicable withholdings and deductions (such salary, as it may be increased from time to time, the “Base Salary”), payable in substantially equal installments every two weeks, or otherwise in accordance with the Company’s regular payroll practices.
(b)    Executive will be eligible for an annual cash incentive award (“Bonus”) under the Las Vegas Sands Corp. Executive Cash Incentive Plan (as may be amended or replaced from time to time) in which the Company’s senior executives participate for each calendar year of the Term (with a target Bonus of 250% of Base Salary), subject to the achievement of performance criteria established by the Compensation Committee of the Board (the “Compensation Committee”).  The actual amount of the Bonus for each such calendar year shall be determined by the Compensation Committee.  The Bonus for any calendar 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 calendar year to which the Bonus relates, subject to Executive’s continued employment through the payment date except as otherwise provided in Sections 11(b), 12(a) and 13(a).
Section 8.    Equity Awards. In each calendar year during the Term while Executive is employed by the Company, the Compensation Committee will grant Executive equity awards under the LVSC Amended and Restated 2004 Equity Award Plan (the “2004 Plan”) or a successor plan, which may be in the form of time-based restricted stock units, performance-based restricted stock units, stock options or other alternatives based on shares (the “Shares”) of LVSC common stock (“Common Stock”). Such annual equity awards will be granted in a target amount equal to 725% of Executive’s Base Salary as determined in good faith by the Compensation Committee (the “Annual Equity Award”). The Annual Equity Award for each calendar year during the Term shall be granted following the first meeting of the Compensation Committee during the calendar year to which such Annual Equity Award relates (at the time when equity incentive awards are granted to other employees of the Company, but in no event later than March 15 of such year). Except as otherwise provided herein, the Annual Equity Awards shall be subject to the terms and conditions of the 2004 Plan (or a successor plan) and the Company’s applicable form of award agreement for its senior executives. If elected by Executive, the Company shall withhold Shares sufficient to
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cover the minimum statutory withholding taxes due in connection with the vesting of any Annual Equity Award. The Annual Equity Awards and all outstanding stock options and other equity-based awards shall be referred to herein as the “Equity Awards.”
Section 9.    Employee Benefit Plans. During the Term, Executive shall be entitled to participate in any fringe, group health, medical, dental, hospitalization, life, accident, disability insurance or other welfare plans, and any tax-qualified pension, tax-qualified profit sharing or tax-qualified retirement plans, which may be placed in effect or maintained by the Company for the benefit of its employees generally, or for its senior executives, subject to all restrictions and limitations contained in such plans or established by governmental regulation.  In addition to the foregoing, Executive shall be entitled to participate in such executive retirement and capital accumulation plans as may be established, sponsored or maintained by the Company and in effect from time to time for the benefit of its senior executives.
Section 10.    Expense Reimbursement. Executive is authorized to incur such reasonable expenses as may be necessary for the performance of Executive’s duties hereunder in accordance with the policies of the Company as established and in effect from time to time. The Company will reimburse Executive for all such authorized expenses upon submission of an itemized accounting and substantiation of such expenditures adequate to secure for the Company a tax deduction for the same, in accordance with applicable Internal Revenue Service guidelines.
Section 11.    Termination by Company; Termination by Executive for Good Reason. The Company may terminate Executive’s employment hereunder for Cause (as defined below).  The Company may terminate Executive’s employment without Cause (and other than due to death or Disability, as defined below) upon 30 days’ advance written notice.  Executive may terminate Executive’s employment for Good Reason (as defined below). The restrictions set forth in Sections 17 and 18 shall continue to apply following any termination of employment under Section 11(a). The restrictions set forth in Section 17 (but not in Section 18) shall continue to apply following any termination of employment under Section 11(b).
(a)    In the event the Company terminates Executive’s employment for Cause, Executive shall be entitled to receive: (i) Base Salary at the rate in effect at the time of the termination through the date of termination of employment; (ii) reimbursement for expenses incurred but not paid prior to such termination of employment, subject to the conditions of Section 10; and (iii) vested benefits under the applicable employee benefit plans and programs of the Company, according to the terms and conditions of such plans and programs (the “Accrued Benefits”).  
(b)    In the event that the Company terminates Executive’s employment without Cause (and other than due to death or Disability), or Executive terminates Executive’s employment for Good Reason, Executive shall be entitled to receive: (i) the Accrued Benefits; (ii) an amount equal to the sum of (x) Executive’s Base Salary plus (y) Executive’s target Bonus for such calendar year, paid over 12 months following Executive’s termination of employment in accordance with the Company’s normal payroll practices; (iii) any unpaid Bonus for the calendar year preceding the date of termination of employment, regardless of the general requirement to remain employed through the payment date; (iv) a pro-rata target Bonus for the year of termination of employment; (v) immediate vesting of all Equity Awards previously granted to Executive prior to the Effective Date; (vi) treatment of all Equity Awards granted to Executive on or following the Effective Date according to the terms and conditions of such Equity Awards; and (vii) continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for 1 year following the date of termination; provided, that the Company’s obligation to provide such benefits shall cease at the time Executive and Executive’s covered dependents become eligible for comparable benefits from another employer.
(c)    To the extent that the health and welfare benefits provided for in Section 11(b)(vii) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall pay Executive such amount as is necessary to provide Executive, after tax, with an amount equal to
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the cost of acquiring, for Executive and Executive’s spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would otherwise be lost to Executive and Executive’s spouse and dependents as a result of Executive’s termination. Any amount payable under this Section 11(c) shall be determined as soon as practicable following termination of employment and shall be paid to Executive within 60 days following termination of employment.
(d)    “Cause,” as used herein, shall mean:  (i) conviction of a felony or of a crime involving misappropriation of any material funds or material property of the Company, its subsidiaries or affiliates; (ii) commission of fraud or embezzlement with respect to the Company, its subsidiaries or affiliates; (iii) any material act of dishonesty relating to Executive’s employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates; (iv) use of alcohol or drugs that renders Executive materially unable to perform the functions of Executive’s job or carry out Executive’s duties to the Company; (v) a material breach of this Agreement by Executive; (vi)  any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates; or (vii) the withdrawal with prejudice, denial, revocation or suspension, due to personal unsuitability, after the expiration of any appeal period, of the Licenses by the Gaming Authorities; provided, that, with respect to (iv), (v) and (vi) above, the Company shall have first provided Executive with written notice stating with specificity the acts, duties or directives Executive has committed or failed to observe or perform, and Executive shall not have corrected the acts or omissions complained of within 30 days of receipt of such notice.
(e)    “Good Reason,” as used herein, shall mean the occurrence of any of the following without Executive’s prior written consent: (i) the Company’s removal of Executive from the position of Chief Executive Officer or President of LVSC; (ii) any other material adverse change in Executive’s status, position, privileges, duties, responsibilities as Chief Executive Officer or President of LVSC or location of LVSC’s principal office (which shall include, without limitation, Executive’s ceasing to be the President and Chief Executive Officer of a publicly-traded company or any adverse change in the reporting relationship described in this Agreement); or (iii) a material breach by the Company of its obligations to Executive under this Agreement or any plan documents or agreements of the Company defining equity awards or employee benefit plan or program rights of Executive.  No purported termination for Good Reason shall be effective unless (A) Executive delivers a written notice of termination (specifying in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason) to the Company within 90 days following Executive’s first obtaining actual knowledge that facts or circumstances constituting Good Reason exist and (B) the Company fails to cure such facts and circumstances within 30 days after such written notice of termination is delivered by Executive to the Company. Executive must terminate Executive’s employment within 125 days following Executive’s first obtaining actual knowledge that facts or circumstances constituting Good Reason exist for such termination to be a termination for Good Reason for purposes of this Agreement.
Section 12.    Qualifying Termination Following a Change in Control. In the event that (i) a “Change in Control” occurs, as that term is defined in the 2004 Plan (or any successor plan) or, if more broadly defined than in the 2004 Plan, as defined in the laws or by the courts of the State of Nevada (a “Change in Control”) and (ii) the Company terminates Executive’s employment without Cause (other than due to death or Disability) or Executive terminates Executive’s employment for Good Reason, in each case within 24 months following the occurrence of such Change in Control:
(a)    Executive shall be entitled to receive, promptly following the date of such termination, (i) the Accrued Benefits; (ii) a lump sum payment equal to 2 times the sum of (x) Executive’s Base Salary plus (y) Executive’s target Bonus; (iii) any unpaid Bonus for the calendar year preceding the date of termination of employment, regardless of the general requirement to remain employed through the payment date; (iv) a pro-rata target Bonus for the year of termination of employment; (v) immediate vesting of all Equity Awards previously granted to Executive prior to the Effective Date; (vi) treatment of all Equity Awards granted to Executive on or following the Effective Date according to the terms and conditions of such Equity Awards; and (vii) continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for 2 years following the date of termination; provided,
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that the Company’s obligation to provide such benefits shall cease at the time Executive and Executive’s covered dependents become eligible for comparable benefits from another employer; and provided further, that if the Change in Control does not satisfy the definition of a “change in control event” pursuant to Section 409A (as defined below), then to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, the applicable portion of the payment referred to in subclause (ii) of this Section 12(a) shall be paid ratably over the same time period and in the same manner that payments under Section 11(b)(ii) would have been made. The restrictions set forth in Sections 17 and 18 shall continue to apply following such termination of employment under this Section.
(b)    To the extent that the health and welfare benefits provided for in Section 12(a)(vii) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall pay Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and Executive’s spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would otherwise be lost to Executive and Executive’s spouse and dependents as a result of Executive’s termination.  Any amount payable under this Section 12(b) shall be determined as soon as practicable following termination of employment and shall be paid to Executive within 60 days following termination of employment. 
Section 13.    Termination Due to Death or Disability. Executive’s employment hereunder shall terminate upon the occurrence of Executive’s death. The Company may terminate Executive’s employment due to Disability. The restrictions set forth in Section 17 (but not in Section 18) shall continue to apply following the termination of employment due to Disability.
(a)    In the event of a termination of Executive’s employment due to death or Disability, Executive or Executive’s estate, as the case may be, shall be entitled to receive: (i) the Accrued Benefits; (ii) continuation of Base Salary for 12 months following termination of employment, less any Company-provided short-term disability insurance proceeds Executive receives during such period in the event termination of Executive’s employment is due to Disability, and less any life insurance proceeds Executive receives from any Company-paid life insurance policies in the event of Executive’s death; (iii) any unpaid Bonus for the calendar year preceding the date of termination of employment, regardless of the general requirement to remain employed through the payment date; (iv) immediate vesting of all Equity Awards previously granted to Executive prior to the Effective Date; and (v) treatment of all Equity Awards granted to Executive on or following the Effective Date according to the terms and conditions of such Equity Awards.
(b)    “Disability,” as used herein, shall mean that, during Executive’s employment with the Company, Executive shall, in the opinion of an independent physician selected by agreement between the Board and Executive, become so physically or mentally incapacitated that Executive is unable to perform the duties of Executive’s employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months.
Section 14.     Post-Termination Treatment of Equity Awards. Except as otherwise provided in this Agreement and, with respect to any Equity Awards granted to Executive on or after the Effective Date (other than as set forth in Section 18(e)), the exercise, vesting and termination of outstanding Equity Awards following termination of Executive’s employment shall be governed by the 2004 Plan (or any applicable successor plan) and the terms of the applicable award agreements.
Section 15.    Timing of Certain Payments. Subject to Sections 16 and 19: (a) any amounts payable under Section 11(a)(i), 11(b)(i), 11(b)(iii), 11(b)(iv), 12(a)(i), 12(a)(ii), 12(a)(iii), 12(a)(iv), 13(a)(i) or 13(a)(iii) shall be paid as soon as practicable, and in any event within 30 days following termination of employment; and (b) any reimbursements for expenses incurred under Section 11(a)(ii), 11(b)(i), 12(a)(i) or 13(a)(i) (to the extent such reimbursements are treated as deferred compensation subject to Section 409A) shall be paid as soon as practicable following submission of the claims but in any event not later than the calendar year following the calendar year in which Executive’s separation from service occurs.
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Section 16.    Release. Notwithstanding any other provision of this Agreement to the contrary, Executive acknowledges and agrees that any and all payments to which Executive is entitled under Section 11, 12 or 13 (in excess of those otherwise required by law or the terms of any benefit plan, program or arrangement) are conditional upon and subject to Executive’s execution (or in the case of death, Executive’s estate’s execution) of the General Release substantially in the form attached hereto as Exhibit A (which form may be reasonably modified to reflect changes in the law subsequent to the Effective Date). Executive shall execute and deliver such General Release within 60 days following termination of employment and, except as otherwise provided in Section 19, any payments that are subject to the execution of such General Release shall commence to be paid on the 8th day following execution (and non-revocation by Executive) of such General Release (with the first such installment, as applicable, to include any prior unpaid installments). 
Section 17.    Confidentiality. Executive agrees that Executive will hold in strictest confidence and, without the prior express written approval of the Board, will not disclose to any person, firm, corporation or other entity, any confidential information which Executive has acquired or may hereafter acquire during Executive’s employment by the Company pertaining to the business or affairs of the Company or any of its subsidiaries or affiliates, including but not limited to (a) proprietary information or other documents concerning the Company’s or its subsidiaries’ or affiliates’ policies, prices, systems, methods of operation, contractual arrangements, customers or suppliers; (b) the Company’s or its subsidiaries’ or affiliates’ marketing methods, credit and collection techniques and files; or (c) the Company’s or its subsidiaries’ or affiliates’ 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 Executive’s employment by the Company and shall survive termination of this Agreement, and Executive’s employment hereunder, for any reason and shall remain binding upon Executive without regard to the passage of time or other events. Nothing in this Agreement is intended to prevent Executive from disclosing trade secrets in confidence to federal, state, and/or local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Executive may also disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Further, nothing in this Agreement or any agreement Executive has with the Company or any of its affiliates will (i) prohibit or restrict Executive from making any voluntary disclosure of information or documents related to any possible violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company or any of its affiliates or (ii) prohibit Executive from reporting possible violations of United States federal laws or regulations to any governmental agency or entity; filing a charge with, communicating with, or responding to inquiries from any such entities; making other disclosures that are protected under the whistleblower provisions of United States federal, state or local law or regulation, including the provisions and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or limit Executive’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency.
Section 18.    Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows, except as specifically provided in Sections 11 and 13:
(a)    During Executive’s employment with the Company and for a period of one (1) year from the date of termination of employment for any reason (the “Restriction Period”), Executive shall not directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director, 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 casino, or any hotel with a casino, in (i) Clark County, Nevada (including, without limitation, the City of Las Vegas), (ii) the Macau Special Administrative Region of The People’s Republic of China, (iii) Japan, (iv) Korea, (v) Vietnam, (vi) Singapore, (vii) Thailand or (viii) any other location in which the Company or any of its affiliates is doing business or has made substantial plans to commence doing business, in each case at the time of Executive’s termination.  
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(b)    In addition to, and not in limitation of, the provisions of Section 18(a), Executive agrees, for the benefit of the Company and its affiliates, that during the Restriction Period, Executive shall not, directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, on Executive’s behalf or on behalf of any other person or entity other than the Company or its affiliates (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee or agent of, or consultant to, the Company or any of its affiliates to terminate its, his or her relationship therewith (it being understood that general advertising or solicitation, including the use of employment websites, not directed specifically at employees or agents of or consultants to the Company, shall not be deemed to violate this provision), or (ii) hire any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee, agent of or consultant to the Company or any of its affiliates.
(c)    Executive understands that the provisions of this Section 18 may limit Executive’s ability to earn a livelihood in a business similar to the business of the Company, but Executive nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in this Section 18.  In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that Executive shall not assert that, and it should not be considered that, any provisions of Section 18 otherwise are void, voidable or unenforceable or should be voided or held unenforceable.
(d)    It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 18 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
(e)    In the event that Executive materially violates any of the restrictive covenants set forth in Section 18(a) or 18(b), in addition to any other remedy which may be available (i) at law or in equity, (ii) pursuant to any other provision of this Agreement or (iii) pursuant to any applicable Equity Award agreement, all outstanding stock options to purchase shares of Common Stock and other unvested equity awards granted to Executive shall be automatically forfeited effective as of the date on which such violation first occurs.
Section 19.    Section 409A; Section 280G.
(a)    For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. In addition, for purposes of this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be deemed to refer to “separation from service” within the meaning of Section 409A (without application of any alternative definitions permitted thereunder) and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A.
(b)    It is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. In this regard, the provisions of this Section 19 shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. The Company and
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Executive agree to negotiate in good faith to make amendments to this Agreement as the Parties mutually agree are necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for Executive’s account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any affiliate shall have any obligation to indemnify or otherwise hold Executive (or any beneficiary) harmless from any or all of such taxes or penalties.
(c)    Except as permitted under Section 409A, any deferred compensation that is subject to Section 409A and is payable to or for Executive’s benefit under any Company-sponsored plan, program, agreement or arrangement may not be reduced by, or offset against, any amount owing by Executive to the Company.
(d)    Notwithstanding anything in this Agreement to the contrary, in the event that Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments under Section 11, 12 or 13 that are “deferred compensation” subject to Section 409A shall be made to Executive prior to the date that is six months after the date of Executive’s “separation from service” or, if earlier, Executive’s date of death. Following any applicable 6-month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. In addition, for a period of six months following the date of separation from service, to the extent that the Company reasonably determines that any of the benefit plan coverages described in Section 12 may not be exempt from U.S. federal income tax, Executive shall in advance pay to the Company an amount equal to the stated taxable cost of such coverages for 6 months. At the end of such six-month period, Executive shall be entitled to receive from the Company a reimbursement of the amounts paid by Executive for such coverages.
(e)    For purposes of Section 409A, each of the payments that may be made under this Agreement are designated as separate payments.
(f)    To the extent that any reimbursements pursuant to Section 11, 12 or 13 are taxable to Executive, any such reimbursement payment due shall be paid as promptly as practicable, and in all events on or before the last day of the taxable year following the taxable year in which the related expense was incurred. Any such reimbursements are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that Executive receives in any other taxable year.
(g)    Notwithstanding anything in this Agreement to the contrary, in the event that any payment or benefit received or to be received by Executive (including any payment or benefit received in connection with a Change in Control or the termination of Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would not be deductible (in whole or part) by the Company or any affiliate making such payment or providing such benefit as a result of Section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement), the Total Payments shall be reduced (if necessary, to zero) in the manner specified below; provided, however, that such reduction shall only be made if (i) the amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (ii) the amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of the excise tax imposed under Section 4999 of the Code on such unreduced Total Payments). If it is determined that the Total Payments should be reduced in accordance with this Section 19(g), then such reduction shall be applied in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (iv) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if
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necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) of this Section 19(g).
Section 20.    Miscellaneous.
(a)    Assignment and Assumption.  This Agreement is personal to Executive and shall not be assignable otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors.  The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.
(b)    Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been 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 Executive, to the address on file with Human Resources
If to the Company, to:
Las Vegas Sands Corp.
5420 S. Durango Drive
Las Vegas, Nevada 89113
Attn: Global General Counsel
or to such other address as any party shall request of the others by giving notice in accordance with this Section.
(c)    No Waiver. The failure of either Party to insist upon a strict performance of any of the terms or provisions of this Agreement on any occasion, 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 or any other 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.
(d)    Severability; Integration. 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.  Subject to Section 1, this Agreement constitutes the entire agreement between the Parties as of the date hereof and supersedes all previous agreements and understandings between the Parties with respect to the subject matter hereof, including the Prior Employment Agreements.
(e)    Governing Law.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of Nevada, without reference to the principles of conflict of laws thereof.  
(f)    JURY TRIAL WAIVER.  THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT. 
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(g)    Dispute Resolution.
(i)    Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 17 or 18 hereof would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.  In addition, and without limiting Section 18(e) hereof, the Company shall be entitled to immediately cease paying any amounts remaining due or providing any benefits (including the continued vesting of equity awards) to Executive pursuant to Section 11, 12 or 13 if Executive has violated any provision of Section 17 or 18. 
(ii)    Executive and the Company agree that, except for any claim that is non-arbitrable under applicable law, final and binding arbitration shall be the exclusive forum for any dispute or controversy between them that cannot be resolved by mediation, including, without limitation, disputes arising under or in connection with this Agreement, Executive’s employment with, and/or separation from, the Company; provided, however, that the Company shall be entitled to commence an action in any court of competent jurisdiction for injunctive relief in connection with any alleged actual or threatened violation of any provision of Sections 17 or 18 of this Agreement. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. For purposes of entering such judgment or seeking injunctive relief with regard to Sections 17 or 18 of this Agreement, the Company and Executive hereby consent to the jurisdiction of the state courts located in Clark County, Nevada; provided, that damages for any alleged violation of Sections 17 or 18 of this Agreement, as well as any claim, counterclaim or cross-claim brought by the Executive or any third-party in response to, or in connection with any court action commenced by the Company seeking said injunctive relief shall remain exclusively subject to final and binding arbitration as provided for herein. The Company and Executive hereby waive, to the fullest extent permitted by applicable law, any objection which either may now or hereafter have to such jurisdiction, venue and any defense of inconvenient forum.  Thus, except for the claims carved out above, this agreement to arbitrate applies to all common-law and statutory claims (whether arising under federal state or local law), including, but not limited to, any claim for breach of contract, fraud, fraud in the inducement, unpaid wages, wrongful termination, and gender, age, national origin, sexual orientation, marital status, disability, or any other protected status.
With the exception of an action seeking equitable relief, any dispute concerning this Agreement will be settled by mediation to be conducted by the American Arbitration Association (“AAA”). If mediation is unsuccessful in resolving the dispute(s), the parties to the dispute(s) agree to settle the matter by binding arbitration before a panel of three (3) arbitrators under the Federal Arbitration Act (9 U.S.C. §§ 1, et seq.) conducted by the AAA in accordance with its then-current Employment Arbitration Rules and Mediation Procedure (the “Rules”). A copy of the Rules is available online at https://www.adr.org/sites/default/files/document_repository/EmploymentRulesWeb.pdf or Executive may request a copy from Human Resources. Executive also agrees that all claims against the Company must be brought in Executive’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. By signing this Agreement, Executive and the Company acknowledge that the right to a court trial and trial by jury is of value, and knowingly and voluntarily waive those rights for any dispute subject to the foregoing arbitration provision.
(iii)    The reasonable legal fees and expenses of the prevailing party in any dispute shall be paid or reimbursed by the losing party.  If there is no prevailing party, then each party shall be responsible for its own fees and expenses.
(iv)    Any court action under this Agreement shall be brought under seal to the extent permitted by the court in order to maintain the confidentiality of the matter as well as the confidentiality of the decision and award, any personal information and the confidentiality of any information which any Party is required to keep confidential pursuant to this Agreement or any other agreement involving the Parties.  Each Party to any such judicial action shall make every effort in any pleadings filed with the court and in Executive’s or its conduct of any court litigation to maintain the confidentiality of any personal information and any information which any Party is required to keep confidential pursuant to this Agreement or any other agreement involving the Parties.  To this
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end, the court shall, inter alia, be informed of the confidentiality obligations of this Agreement and shall be requested that the proceedings be heard privately, and that any decision, opinion or order issued by the court be written in such a manner as to protect the confidentiality of any information which is required to be kept confidential pursuant to this Agreement or any other agreement involving the Parties.
(h)    Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
(i)    Continuation of Employment. Unless the Parties otherwise agree in writing, continuation of Executive’s employment with the Company beyond the expiration of the Term shall be deemed an employment at will and shall not be deemed to extend any of the provisions of this Agreement, and Executive’s employment may thereafter be terminated at will by Executive or the Company.
(j)    No Mitigation. Executive shall not be required to mitigate the value of any payments or benefits contemplated by this Agreement, nor shall any such payments or benefits be reduced from any earnings or benefits that Executive may receive from any other source.
(k)    Survival. Section 17 and, except as specifically provided in this Agreement, Section 18, shall survive and continue in full force and effect in accordance with their terms, notwithstanding the termination of this Agreement and Executive’s employment for any reason.
(l)    Amendments.  This Agreement may not be amended, changed or modified except by a written document signed by each of the Parties to this Agreement.
(m)    Indemnification. To the extent not otherwise required by law, the Company’s charter or bylaws or a written indemnification agreement between the Company and Executive, the Company will consider in good faith, and consistent with the Company’s past practices, requests by Executive for indemnification against claims arising from Executive’s conduct in the course and scope of Executive’s employment under this Agreement and for advancement of expenses reasonably incurred in defending against such claims.
(n)    Headings. Section 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.
(o)    Counterparts.  This Agreement may be executed in several counterparts, by manual, facsimile or digital signature, each of which counterparts shall be considered an original, but which when taken together, shall constitute one agreement.

[Remainder of page deliberately left blank]
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Please indicate your understanding and acceptance of this Agreement by executing both copies below, and retaining one fully executed original for your files and returning one fully executed original to the Company.
Very truly yours,
 
LAS VEGAS SANDS CORP.
 
By:
/s/ D. Zachary Hudson
 
 
Name:   D. Zachary Hudson
Title:     EVP and Global General Counsel
 
 
 
 I hereby accept the terms of this Agreement and agree to abide by the provisions:
/s/ Patrick Dumont
Patrick Dumont
 
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Exhibit A
General Release
Patrick Dumont (“Executive”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under that certain letter agreement dated as of March 3, 2026 and effective as of March 2, 2026 (the “Letter Agreement”) by and between Executive and Las Vegas Sands Corp., a Nevada corporation (“LVSC” or the “Company”), does hereby waive, release and discharge the Company, its assigns, each of their respective affiliates, subsidiaries, parents, predecessors and successors, and each of the respective past and present shareholders, employees, officers, directors, representatives and agents of any of them in their capacities as such (collectively, the “Company Group”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release against the Company Group (i) relating to Executive’s employment with the Company or the termination thereof or Executive’s service as an officer or director of the Company or any subsidiary or affiliate of the Company or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs or (ii) under any agreement between Executive and any member of the Company Group; provided, however, that nothing herein shall release the Company from any of its obligations to Executive under the Letter Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits upon which this General Release is conditioned) or any rights Executive may have to indemnification under any charter or by-laws (or similar documents) of any member of the Company Group or any insurance coverage under any directors and officers insurance or similar policies.
Executive further agrees that this General Release may be pleaded as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns.  Executive understands and confirms that Executive is executing this General Release voluntarily and knowingly, but that this General Release does not affect Executive’s right to claim otherwise under ADEA.  In addition, Executive shall not be precluded by this General Release from filing a charge with any relevant Federal, state or local administrative agency, but Executive agrees to waive Executive’s rights with respect to any monetary or other financial relief arising from any such administrative proceeding.
In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release.  In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein.  Nevertheless, it is the intention of Executive to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein.  The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above.  Nothing in this paragraph is intended to expand the scope of the release as specified herein.
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This General Release shall be governed by and construed in accordance with the laws of the State of Nevada, applicable to agreements made and to be performed entirely within such State.
To the extent that Executive is 40 years of age or older, this paragraph shall apply.  Executive acknowledges that Executive has been offered a period of time of at least 21 days to consider whether to sign this General Release and the Company agrees that Executive may cancel this General Release at any time during the seven days following the date on which Executive signs and returns this General Release.  In order to cancel or revoke this General Release, Executive must deliver to the General Counsel of the Company written notice stating that Executive is canceling or revoking this General Release.  If this General Release is timely cancelled or revoked, none of the provisions of this General Release shall be effective or enforceable and the Company shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in the Letter Agreement that are conditioned upon the execution of this General Release, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.
Executive acknowledges and agrees that Executive has entered into this General Release knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Executive acknowledges that he has been advised to review this General Release with counsel of his own choice.
IN WITNESS WHEREOF, the undersigned has caused this General Release to be executed on the date indicated below.
Patrick Dumont
 
Date:
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Exhibit 10.3
LAS VEGAS SANDS CORP.
5420 S. Durango Drive
Las Vegas, Nevada 89113

March 3, 2026
Randy Hyzak

Re:     Terms of Continued Employment

Dear Randy:
This letter agreement (this “Agreement”) sets forth the terms and conditions of the continued employment of Randy Hyzak (“Executive”) with Las Vegas Sands Corp., a Nevada corporation (“LVSC” or the “Company”), as agreed upon by Executive and the Company (“Parties”).  Now therefore, for valuable consideration and intending to be legally bound, the Parties agree as follows:
Section 1.    Prior Employment Agreement.  Effective as of March 2, 2026 (the “Effective Date”), the existing at-will employment arrangement between Executive and the Company shall terminate, and Executive shall be employed by the Company pursuant to the terms of this Agreement; provided, that Executive shall not forfeit any right to any earned and unpaid compensation for services rendered prior to the Effective Date. Except as provided in the preceding sentence, effective as of the Effective Date, this Agreement will constitute the entire agreement between the Company and Executive with respect to all terms and conditions of Executive’s employment. Any surviving terms of the prior employment letter agreement between the Company and Executive, effective as of January 26, 2021, as amended effective as of January 1, 2024 and terminated as of March 1, 2026 (the “Prior Employment Agreement”), shall terminate and be of no further force and effect; provided, that Executive shall not forfeit Executive’s right to any outstanding stock options or other equity awards, all of which shall continue in effect in accordance with their terms.
Section 2.    Duties and Responsibilities. Executive shall serve in the capacity of and have such powers, duties and responsibilities as are generally associated with the office of Executive Vice President and Chief Financial Officer, and other such duties as assigned by the Company’s Chief Executive Officer (the “CEO”). In this capacity, Executive shall report directly to the CEO, as well as to the Board of Directors of LVSC (the “Board”), consistent with law.
Section 3.    Performance.  Executive covenants and agrees to faithfully and diligently perform all of the duties of Executive’s employment, devoting Executive’s full business and professional time, attention, energy and ability to promote the business interests of the Company and all its properties.  Executive further agrees that during the period of Executive’s employment with the Company, Executive will not engage in any other business or professional enterprise whatsoever unless the Board shall consent thereto in writing; provided, however, that the foregoing limitation shall not preclude Executive from engaging in civic, charitable, or religious activities or from devoting a reasonable amount of time to the management of personal investments of Executive or Executive’s family (including, without limitation, real estate and public and private securities and any investment previously disclosed to the Board as of the Effective Date) that do not unreasonably interfere or conflict with the performance of Executive’s duties under this Agreement.


Section 4.    Vacation and Holidays.  Executive shall be entitled to vacations and holidays as provided in the Company’s flex day policy as in effect from time to time, but no less than four weeks of paid vacation leave per year, at such times as may be requested by Executive and reasonably approved by the Company.
Section 5.    Term. The term of Executive’s employment under this Agreement shall commence as of the Effective Date and shall expire on March 2, 2031 (the “Term”), unless sooner terminated as provided under the terms of this Agreement.
Section 6.    Licensing Requirement. Executive is presently licensed as an officer or casino key employee or similar position (the “Licenses”) by the gaming authorities with jurisdiction over the Company or its affiliates (collectively, the “Gaming Authorities”), pursuant to the provisions of the applicable gaming laws and regulations of those jurisdictions. Executive agrees, at the Company’s sole cost and expense, to cooperate with the Gaming Authorities to maintain the Licenses in full force and effect and in good standing.  Executive further agrees to apply for any additional licenses as a casino key employee (or similar position), at the Company’s sole cost and expense, in any jurisdiction in which the Company’s officers or casino key employees are required to be licensed.
Section 7.    Base Salary and Annual Bonus.
(a)    As of the Effective Date and throughout the duration of the Term, Executive shall receive a gross base annual salary of not less than $1,350,000 subject to applicable withholdings and deductions (such salary, as it may be increased from time to time, the “Base Salary”), payable in substantially equal installments every two weeks, or otherwise in accordance with the Company’s regular payroll practices.
(b)    Executive will be eligible for an annual cash incentive award (“Bonus”) under the Las Vegas Sands Corp. Executive Cash Incentive Plan (as may be amended or replaced from time to time) in which the Company’s senior executives participate for each calendar year of the Term (with a target Bonus of 200% of Base Salary), subject to the achievement of performance criteria established by the Compensation Committee of the Board (the “Compensation Committee”).  The actual amount of the Bonus for each such calendar year shall be determined by the Compensation Committee after consultation with the CEO.  The Bonus for any calendar 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 calendar year to which the Bonus relates, subject to Executive’s continued employment through the payment date except as otherwise provided in Sections 11(b), 12(a) and 13(a).
Section 8.    Equity Awards. In each calendar year during the Term while Executive is employed by the Company, the Compensation Committee will grant Executive equity awards under the LVSC Amended and Restated 2004 Equity Award Plan (the “2004 Plan”) or a successor plan, which may be in the form of time-based restricted stock units, performance-based restricted stock units, stock options or other alternatives based on shares (the “Shares”) of LVSC common stock (“Common Stock”). Such annual equity awards will be granted in a target amount equal to 250% of Executive’s Base Salary as determined in good faith by the Compensation Committee (the “Annual Equity Award”). The Annual Equity Award for each calendar year during the Term shall be granted following the first meeting of the Compensation Committee during the calendar year to which such Annual Equity Award relates (at the time when equity incentive awards are granted to other employees of the Company, but in no event later than March 15 of such year). Except as otherwise provided herein, the Annual Equity Awards shall be subject to the terms and conditions of the 2004 Plan (or a successor plan) and the Company’s applicable form of award agreement for its senior executives. If elected by Executive, the Company shall withhold Shares sufficient to cover the minimum statutory withholding taxes due in connection with the vesting of any Annual Equity Award. The Annual Equity Awards and all outstanding stock options and other equity-based awards shall be referred to herein as the “Equity Awards.”
Section 9.    Employee Benefit Plans. During the Term, Executive shall be entitled to participate in any fringe, group health, medical, dental, hospitalization, life, accident, disability insurance or other welfare plans, and any tax-qualified pension, tax-qualified profit sharing or tax-qualified retirement plans, which may be placed in effect or maintained by the Company for the benefit of its employees generally, or for its senior executives, subject
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to all restrictions and limitations contained in such plans or established by governmental regulation.  In addition to the foregoing, Executive shall be entitled to participate in such executive retirement and capital accumulation plans as may be established, sponsored or maintained by the Company and in effect from time to time for the benefit of its senior executives.
Section 10.    Expense Reimbursement. Executive is authorized to incur such reasonable expenses as may be necessary for the performance of Executive’s duties hereunder in accordance with the policies of the Company as established and in effect from time to time. The Company will reimburse Executive for all such authorized expenses upon submission of an itemized accounting and substantiation of such expenditures adequate to secure for the Company a tax deduction for the same, in accordance with applicable Internal Revenue Service guidelines.
Section 11.    Termination by Company; Termination by Executive for Good Reason. The Company may terminate Executive’s employment hereunder for Cause (as defined below).  The Company may terminate Executive’s employment without Cause (and other than due to death or Disability, as defined below) upon 30 days’ advance written notice.  Executive may terminate Executive’s employment for Good Reason (as defined below). The restrictions set forth in Sections 17 and 18 shall continue to apply following any termination of employment under Section 11(a). The restrictions set forth in Section 17 (but not in Section 18) shall continue to apply following any termination of employment under Section 11(b).
(a)    In the event the Company terminates Executive’s employment for Cause, Executive shall be entitled to receive: (i) Base Salary at the rate in effect at the time of the termination through the date of termination of employment; (ii) reimbursement for expenses incurred but not paid prior to such termination of employment, subject to the conditions of Section 10; and (iii) vested benefits under the applicable employee benefit plans and programs of the Company, according to the terms and conditions of such plans and programs (the “Accrued Benefits”).  
(b)    In the event that the Company terminates Executive’s employment without Cause (and other than due to death or Disability), or Executive terminates Executive’s employment for Good Reason, Executive shall be entitled to receive: (i) the Accrued Benefits; (ii) an amount equal to the sum of (x) Executive’s Base Salary plus (y) Executive’s target Bonus for such calendar year, paid over 12 months following Executive’s termination of employment in accordance with the Company’s normal payroll practices; (iii) any unpaid Bonus for the calendar year preceding the date of termination of employment, regardless of the general requirement to remain employed through the payment date; (iv) a pro-rata target Bonus for the year of termination of employment; (v) immediate vesting of all Equity Awards previously granted to Executive prior to the Effective Date; (vi) treatment of all Equity Awards granted to Executive on or following the Effective Date according to the terms and conditions of such Equity Awards; and (vii) continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for 1 year following the date of termination; provided, that the Company’s obligation to provide such benefits shall cease at the time Executive and Executive’s covered dependents become eligible for comparable benefits from another employer.
(c)    To the extent that the health and welfare benefits provided for in Section 11(b)(vii) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall pay Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and Executive’s spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would otherwise be lost to Executive and Executive’s spouse and dependents as a result of Executive’s termination.  Any amount payable under this Section 11(c) shall be determined as soon as practicable following termination of employment and shall be paid to Executive within 60 days following termination of employment. 
(d)    “Cause,” as used herein, shall mean:  (i) conviction of a felony or of a crime involving misappropriation of any material funds or material property of the Company, its subsidiaries or affiliates;
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(ii) commission of fraud or embezzlement with respect to the Company, its subsidiaries or affiliates; (iii) any material act of dishonesty relating to Executive’s employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates; (iv) use of alcohol or drugs that renders Executive materially unable to perform the functions of Executive’s job or carry out Executive’s duties to the Company; (v) a material breach of this Agreement by Executive; (vi)  any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates; or (vii) the withdrawal with prejudice, denial, revocation or suspension, due to personal unsuitability, after the expiration of any appeal period, of the Licenses by the Gaming Authorities; provided, that, with respect to (iv), (v) and (vi) above, the Company shall have first provided Executive with written notice stating with specificity the acts, duties or directives Executive has committed or failed to observe or perform, and Executive shall not have corrected the acts or omissions complained of within 30 days of receipt of such notice.
(e)    “Good Reason,” as used herein, shall mean the occurrence of any of the following without Executive’s prior written consent: (i) the Company’s removal of Executive from the position of Executive Vice President and Chief Financial Officer of LVSC; (ii) any other material adverse change in Executive’s status, position, privileges, duties, responsibilities as Executive Vice President and Chief Financial Officer of LVSC or location of LVSC’s principal office (which shall include, without limitation, Executive’s ceasing to be Chief Financial Officer of a publicly-traded company or any adverse change in the reporting relationship described in this Agreement); or (iii) a material breach by the Company of its obligations to Executive under this Agreement or any plan documents or agreements of the Company defining equity awards or employee benefit plan or program rights of Executive.  No purported termination for Good Reason shall be effective unless (A) Executive delivers a written notice of termination (specifying in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason) to the Company within 90 days following Executive’s first obtaining actual knowledge that facts or circumstances constituting Good Reason exist and (B) the Company fails to cure such facts and circumstances within 30 days after such written notice of termination is delivered by Executive to the Company. Executive must terminate Executive’s employment within 125 days following Executive’s first obtaining actual knowledge that facts or circumstances constituting Good Reason exist for such termination to be a termination for Good Reason for purposes of this Agreement.
Section 12.    Qualifying Termination Following a Change in Control. In the event that (i) a “Change in Control” occurs, as that term is defined in the 2004 Plan (or any successor plan) or, if more broadly defined than in the 2004 Plan, as defined in the laws or by the courts of the State of Nevada (a “Change in Control”) and (ii) the Company terminates Executive’s employment without Cause (other than due to death or Disability) or Executive terminates Executive’s employment for Good Reason, in each case within 24 months following the occurrence of such Change in Control:
(a)    Executive shall be entitled to receive, promptly following the date of such termination, (i) the Accrued Benefits; (ii) a lump sum payment equal to 2 times the sum of (x) Executive’s Base Salary plus (y) Executive’s target Bonus; (iii) any unpaid Bonus for the calendar year preceding the date of termination of employment, regardless of the general requirement to remain employed through the payment date; (iv) a pro-rata target Bonus for the year of termination of employment; (v) immediate vesting of all Equity Awards previously granted to Executive prior to the Effective Date; (vi) treatment of all Equity Awards granted to Executive on or following the Effective Date according to the terms and conditions of such Equity Awards; and (vii) continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for 2 years following the date of termination; provided, that the Company’s obligation to provide such benefits shall cease at the time Executive and Executive’s covered dependents become eligible for comparable benefits from another employer; and provided further, that if the Change in Control does not satisfy the definition of a “change in control event” pursuant to Section 409A (as defined below), then to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, the applicable portion of the payment referred to in subclause (ii) of this Section 12(a) shall be paid ratably over the same time period and in the same manner that payments under Section 11(b)(ii) would have been made. The restrictions set forth in Sections 17 and 18 shall continue to apply following such termination of employment under this Section.
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(b)    To the extent that the health and welfare benefits provided for in Section 12(a)(vii) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall pay Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and Executive’s spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would otherwise be lost to Executive and Executive’s spouse and dependents as a result of Executive’s termination.  Any amount payable under this Section 12(b) shall be determined as soon as practicable following termination of employment and shall be paid to Executive within 60 days following termination of employment. 
Section 13.    Termination Due to Death or Disability. Executive’s employment hereunder shall terminate upon the occurrence of Executive’s death. The Company may terminate Executive’s employment due to Disability. The restrictions set forth in Section 17 (but not in Section 18) shall continue to apply following the termination of employment due to Disability.
(a)    In the event of a termination of Executive’s employment due to death or Disability, Executive or Executive’s estate, as the case may be, shall be entitled to receive: (i) the Accrued Benefits; (ii) continuation of Base Salary for 12 months following termination of employment, less any Company-provided short-term disability insurance proceeds Executive receives during such period in the event termination of Executive’s employment is due to Disability, and less any life insurance proceeds Executive receives from any Company-paid life insurance policies in the event of Executive’s death; (iii) any unpaid Bonus for the calendar year preceding the date of termination of employment, regardless of the general requirement to remain employed through the payment date; (iv) immediate vesting of all Equity Awards previously granted to Executive prior to the Effective Date; and (v) treatment of all Equity Awards granted to Executive on or following the Effective Date according to the terms and conditions of such Equity Awards.
(b)    “Disability,” as used herein, shall mean that, during Executive’s employment with the Company, Executive shall, in the opinion of an independent physician selected by agreement between the Board and Executive, become so physically or mentally incapacitated that Executive is unable to perform the duties of Executive’s employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months.
Section 14.     Post-Termination Treatment of Equity Awards. Except as otherwise provided in this Agreement and, with respect to any Equity Awards granted to Executive on or after the Effective Date (other than as set forth in Section 18(e)), the exercise, vesting and termination of outstanding Equity Awards following termination of Executive’s employment shall be governed by the 2004 Plan (or any applicable successor plan) and the terms of the applicable award agreements.
Section 15.    Timing of Certain Payments. Subject to Sections 16 and 19: (a) any amounts payable under Section 11(a)(i), 11(b)(i), 11(b)(iii), 11(b)(iv), 12(a)(i), 12(a)(ii), 12(a)(iii), 12(a)(iv), 13(a)(i) or 13(a)(iii) shall be paid as soon as practicable, and in any event within 30 days following termination of employment; and (b) any reimbursements for expenses incurred under Section 11(a)(ii), 11(b)(i), 12(a)(i) or 13(a)(i) (to the extent such reimbursements are treated as deferred compensation subject to Section 409A) shall be paid as soon as practicable following submission of the claims but in any event not later than the calendar year following the calendar year in which Executive’s separation from service occurs.
Section 16.    Release. Notwithstanding any other provision of this Agreement to the contrary, Executive acknowledges and agrees that any and all payments to which Executive is entitled under Section 11, 12 or 13 (in excess of those otherwise required by law or the terms of any benefit plan, program or arrangement) are conditional upon and subject to Executive’s execution (or in the case of death, Executive’s estate’s execution) of the General Release substantially in the form attached hereto as Exhibit A (which form may be reasonably modified to reflect changes in the law subsequent to the Effective Date). Executive shall execute and deliver such General Release within 60 days following termination of employment and, except as otherwise provided in Section 19, any payments that are subject to the execution of such General Release shall commence to be paid on the 8th day
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following execution (and non-revocation by Executive) of such General Release (with the first such installment, as applicable, to include any prior unpaid installments). 
Section 17.    Confidentiality.
(a)    Executive agrees that Executive will hold in strictest confidence and, without the prior express written approval of the Board, will not disclose to any person, firm, corporation or other entity, any confidential information which Executive has acquired or may hereafter acquire during Executive’s employment by the Company pertaining to the business or affairs of the Company or any of its subsidiaries or affiliates, including but not limited to (a) proprietary information or other documents concerning the Company’s or its subsidiaries’ or affiliates’ policies, prices, systems, methods of operation, contractual arrangements, customers or suppliers; (b) the Company’s or its subsidiaries’ or affiliates’ marketing methods, credit and collection techniques and files; or (c) the Company’s or its subsidiaries’ or affiliates’ 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 Executive’s employment by the Company and shall survive termination of this Agreement, and Executive’s employment hereunder, for any reason and shall remain binding upon Executive without regard to the passage of time or other events. Nothing in this Agreement is intended to prevent Executive from disclosing trade secrets in confidence to federal, state, and/or local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Executive may also disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Further, nothing in this Agreement or any agreement Executive has with the Company or any of its affiliates will (i) prohibit or restrict Executive from making any voluntary disclosure of information or documents related to any possible violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company or any of its affiliates or (ii) prohibit Executive from reporting possible violations of United States federal laws or regulations to any governmental agency or entity; filing a charge with, communicating with, or responding to inquiries from any such entities; making other disclosures that are protected under the whistleblower provisions of United States federal, state or local law or regulation, including the provisions and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or limit Executive’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency.
(b)    In addition to the obligations set forth in Section 17(a), Executive agrees that (i) if requested by the Company, Executive will personally provide reasonable assistance and cooperation to the Company in activities related to the prosecution or defense of any pending or future lawsuits or claims involving the Company (with the Company reimbursing Executive for reasonable and necessary out-of-pocket costs and expenses incurred in connection therewith); (ii) Executive will promptly notify the CEO and the Company’s legal department, in writing, upon receipt of any requests from anyone other than an employee or agent of the Company for information regarding the Company which could reasonably be construed as being proprietary, non-public or confidential, or if Executive becomes aware of any potential claim or proposed litigation against the Company; (iii) Executive will refrain from providing any information related to any claim or potential litigation against the Company to any person who is not a representative of the Company without the Company’s prior written permission, unless required to provide information pursuant to legal process; and (iv) if required by law to provide sworn testimony regarding any matter related to the Company, Executive will consult with and have Company designated legal counsel present for such testimony (with the Company being responsible for the costs of such designated counsel), and Executive will cooperate with the Company’s attorneys to assist their efforts, especially on matters Executive has been privy to, holding all privileged attorney-client matters in strictest confidence.
(c)    During all periods of employment and in perpetuity thereafter, Executive agrees that he shall neither cause to be made or offered, nor make or offer any slanderous, denigrating, disparaging or malicious comments, remarks, statements or opinions regarding Sheldon G. Adelson, the estate of Sheldon G. Adelson, the Company, its subsidiaries or affiliates, or any of their respective predecessors or successors, or any individuals or entities that to Executive’s knowledge are current or former directors, officers, employees, shareholders, partners,
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members, agents or representatives of any of the foregoing, in their capacities as such, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided, that nothing herein shall or shall be deemed to prevent or impair Executive from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company or testifying truthfully in any legal or administrative proceeding if such testimony is compelled or requested or otherwise complying with any subpoenas or other judicial or governmental requests for information. Executive further understand that nothing herein shall prevent him from exercising his rights under Nevada Assembly Bill No. 248 (2019) or Nevada Assembly Bill No. 60 (2021).
Section 18.    Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows, except as specifically provided in Sections 11 and 13:
(a)    During Executive’s employment with the Company and for a period of one (1) year from the date of termination of employment for any reason (the “Restriction Period”), Executive shall not directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director, 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 casino, or any hotel with a casino, in (i) Clark County, Nevada (including, without limitation, the City of Las Vegas), (ii) the Macau Special Administrative Region of The People’s Republic of China, (iii) Japan, (iv) Korea, (v) Vietnam, (vi) Singapore, (vii) Thailand or (viii) any other location in which the Company or any of its affiliates is doing business or has made substantial plans to commence doing business, in each case at the time of Executive’s termination.  
(b)    In addition to, and not in limitation of, the provisions of Section 18(a), Executive agrees, for the benefit of the Company and its affiliates, that during the Restriction Period, Executive shall not, directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, on Executive’s behalf or on behalf of any other person or entity other than the Company or its affiliates (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee or agent of, or consultant to, the Company or any of its affiliates to terminate its, his or her relationship therewith (it being understood that general advertising or solicitation, including the use of employment websites, not directed specifically at employees or agents of or consultants to the Company, shall not be deemed to violate this provision), or (ii) hire any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee, agent of or consultant to the Company or any of its affiliates.
(c)    Executive understands that the provisions of this Section 18 may limit Executive’s ability to earn a livelihood in a business similar to the business of the Company, but Executive nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in this Section 18.  In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that Executive shall not assert that, and it should not be considered that, any provisions of Section 18 otherwise are void, voidable or unenforceable or should be voided or held unenforceable.
(d)    It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 18 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable
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restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
(e)    In the event that Executive materially violates any of the restrictive covenants set forth in Section 18(a) or 18(b), in addition to any other remedy which may be available (i) at law or in equity, (ii) pursuant to any other provision of this Agreement or (iii) pursuant to any applicable Equity Award agreement, all outstanding stock options to purchase shares of Common Stock and other unvested equity awards granted to Executive shall be automatically forfeited effective as of the date on which such violation first occurs.
Section 19.    Section 409A; Section 280G.
(a)    For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. In addition, for purposes of this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be deemed to refer to “separation from service” within the meaning of Section 409A (without application of any alternative definitions permitted thereunder) and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A.
(b)    It is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. In this regard, the provisions of this Section 19 shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to this Agreement as the Parties mutually agree are necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for Executive’s account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any affiliate shall have any obligation to indemnify or otherwise hold Executive (or any beneficiary) harmless from any or all of such taxes or penalties.
(c)    Except as permitted under Section 409A, any deferred compensation that is subject to Section 409A and is payable to or for Executive’s benefit under any Company-sponsored plan, program, agreement or arrangement may not be reduced by, or offset against, any amount owing by Executive to the Company.
(d)    Notwithstanding anything in this Agreement to the contrary, in the event that Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments under Section 11, 12 or 13 that are “deferred compensation” subject to Section 409A shall be made to Executive prior to the date that is six months after the date of Executive’s “separation from service” or, if earlier, Executive’s date of death. Following any applicable 6-month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. In addition, for a period of six months following the date of separation from service, to the extent that the Company reasonably determines that any of the benefit plan coverages described in Section 12 may not be exempt from U.S. federal income tax, Executive shall in advance pay to the Company an amount equal to the stated taxable cost of such coverages for 6 months. At the end of such six-month period, Executive shall be entitled to receive from the Company a reimbursement of the amounts paid by Executive for such coverages.
(e)    For purposes of Section 409A, each of the payments that may be made under this Agreement are designated as separate payments.
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(f)    To the extent that any reimbursements pursuant to Section 11, 12 or 13 are taxable to Executive, any such reimbursement payment due shall be paid as promptly as practicable, and in all events on or before the last day of the taxable year following the taxable year in which the related expense was incurred. Any such reimbursements are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that Executive receives in any other taxable year.
(g)    Notwithstanding anything in this Agreement to the contrary, in the event that any payment or benefit received or to be received by Executive (including any payment or benefit received in connection with a Change in Control or the termination of Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would not be deductible (in whole or part) by the Company or any affiliate making such payment or providing such benefit as a result of Section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement), the Total Payments shall be reduced (if necessary, to zero) in the manner specified below; provided, however, that such reduction shall only be made if (i) the amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (ii) the amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of the excise tax imposed under Section 4999 of the Code on such unreduced Total Payments). If it is determined that the Total Payments should be reduced in accordance with this Section 19(g), then such reduction shall be applied in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (iv) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) of this Section 19(g).
Section 20.    Miscellaneous.
(a)    Assignment and Assumption.  This Agreement is personal to Executive and shall not be assignable otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors.  The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.
(b)    Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given if sent via a national overnight courier service or by certified mail, return receipt requested, postage prepaid, addressed to the Parties as follows:
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If to Executive, to the address on file with Human Resources
If to the Company, to:
Las Vegas Sands Corp.
5420 S. Durango Drive
Las Vegas, Nevada 89113
Attn: Global General Counsel
or to such other address as any party shall request of the others by giving notice in accordance with this Section.
(c)    No Waiver. The failure of either Party to insist upon a strict performance of any of the terms or provisions of this Agreement on any occasion, 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 or any other 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.
(d)    Severability; Integration. 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.  Subject to Section 1, this Agreement constitutes the entire agreement between the Parties as of the date hereof and supersedes all previous agreements and understandings between the Parties with respect to the subject matter hereof, including the Prior Employment Agreement.
(e)    Governing Law.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of Nevada, without reference to the principles of conflict of laws thereof.  
(f)    JURY TRIAL WAIVER.  THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY, IS LITIGATED OR HEARD IN ANY COURT. 
(g)    Dispute Resolution.
(i)    Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 17 or 18 hereof would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.  In addition, and without limiting Section 18(e) hereof, the Company shall be entitled to immediately cease paying any amounts remaining due or providing any benefits (including the continued vesting of equity awards) to Executive pursuant to Section 11, 12 or 13 if Executive has violated any provision of Section 17 or 18. 
(ii)    Executive and the Company agree that, except for any claim that is non-arbitrable under applicable law, final and binding arbitration shall be the exclusive forum for any dispute or controversy between them that cannot be resolved by mediation, including, without limitation, disputes arising under or in connection with this Agreement, Executive’s employment with, and/or separation from, the Company; provided, however, that the Company shall be entitled to commence an action in any court of competent jurisdiction for injunctive relief in connection with any alleged actual or threatened violation of any provision of Sections 17 or 18 of this Agreement. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. For purposes of entering such judgment or seeking injunctive relief with regard to Sections 17 or 18 of this Agreement, the Company and Executive hereby consent to the jurisdiction of the state courts located in Clark County, Nevada; provided, that damages for any alleged violation of Sections 17 or 18 of this Agreement, as well as any claim, counterclaim or cross-claim brought by the Executive or any third-party in response to, or in connection with any
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court action commenced by the Company seeking said injunctive relief shall remain exclusively subject to final and binding arbitration as provided for herein. The Company and Executive hereby waive, to the fullest extent permitted by applicable law, any objection which either may now or hereafter have to such jurisdiction, venue and any defense of inconvenient forum.  Thus, except for the claims carved out above, this agreement to arbitrate applies to all common-law and statutory claims (whether arising under federal state or local law), including, but not limited to, any claim for breach of contract, fraud, fraud in the inducement, unpaid wages, wrongful termination, and gender, age, national origin, sexual orientation, marital status, disability, or any other protected status.
With the exception of an action seeking equitable relief, any dispute concerning this Agreement will be settled by mediation to be conducted by the American Arbitration Association (“AAA”). If mediation is unsuccessful in resolving the dispute(s), the parties to the dispute(s) agree to settle the matter by binding arbitration before a panel of three (3) arbitrators under the Federal Arbitration Act (9 U.S.C. §§ 1, et seq.) conducted by the AAA in accordance with its then-current Employment Arbitration Rules and Mediation Procedure (the “Rules”). A copy of the Rules is available online at https://www.adr.org/sites/default/files/document_repository/EmploymentRulesWeb.pdf or Executive may request a copy from Human Resources. Executive also agrees that all claims against the Company must be brought in Executive’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. By signing this Agreement, Executive and the Company acknowledge that the right to a court trial and trial by jury is of value, and knowingly and voluntarily waive those rights for any dispute subject to the foregoing arbitration provision.
(iii)    The reasonable legal fees and expenses of the prevailing party in any dispute shall be paid or reimbursed by the losing party.  If there is no prevailing party, then each party shall be responsible for its own fees and expenses.
(iv)    Any court action under this Agreement shall be brought under seal to the extent permitted by the court in order to maintain the confidentiality of the matter as well as the confidentiality of the decision and award, any personal information and the confidentiality of any information which any Party is required to keep confidential pursuant to this Agreement or any other agreement involving the Parties.  Each Party to any such judicial action shall make every effort in any pleadings filed with the court and in Executive’s or its conduct of any court litigation to maintain the confidentiality of any personal information and any information which any Party is required to keep confidential pursuant to this Agreement or any other agreement involving the Parties.  To this end, the court shall, inter alia, be informed of the confidentiality obligations of this Agreement and shall be requested that the proceedings be heard privately, and that any decision, opinion or order issued by the court be written in such a manner as to protect the confidentiality of any information which is required to be kept confidential pursuant to this Agreement or any other agreement involving the Parties.
(h)    Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
(i)    Continuation of Employment. Unless the Parties otherwise agree in writing, continuation of Executive’s employment with the Company beyond the expiration of the Term shall be deemed an employment at will and shall not be deemed to extend any of the provisions of this Agreement, and Executive’s employment may thereafter be terminated at will by Executive or the Company.
(j)    No Mitigation. Executive shall not be required to mitigate the value of any payments or benefits contemplated by this Agreement, nor shall any such payments or benefits be reduced from any earnings or benefits that Executive may receive from any other source.
(k)    Survival. Section 17 and, except as specifically provided in this Agreement, Section 18, shall survive and continue in full force and effect in accordance with their terms, notwithstanding the termination of this Agreement and Executive’s employment for any reason.
(l)    Amendments.  This Agreement may not be amended, changed or modified except by a written document signed by each of the Parties to this Agreement.
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(m)    Indemnification. To the extent not otherwise required by law, the Company’s charter or bylaws or a written indemnification agreement between the Company and Executive, the Company will consider in good faith, and consistent with the Company’s past practices, requests by Executive for indemnification against claims arising from Executive’s conduct in the course and scope of Executive’s employment under this Agreement and for advancement of expenses reasonably incurred in defending against such claims.
(n)    Headings. Section 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.
(o)    Counterparts.  This Agreement may be executed in several counterparts, by manual, facsimile or digital signature, each of which counterparts shall be considered an original, but which when taken together, shall constitute one agreement.

[Remainder of page deliberately left blank]
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Please indicate your understanding and acceptance of this Agreement by executing both copies below, and retaining one fully executed original for your files and returning one fully executed original to the Company.
Very truly yours,
 
LAS VEGAS SANDS CORP.
 
By:
/s/ D. Zachary Hudson
 
 
Name:   D. Zachary Hudson
Title:     EVP and Global General Counsel
 
 
 
 I hereby accept the terms of this Agreement and agree to abide by the provisions:
/s/ Randy Hyzak
Randy Hyzak
 
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Exhibit A
General Release
Randy Hyzak (“Executive”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under that certain letter agreement dated as of March 3, 2026 and effective as of March 2, 2026 (the “Letter Agreement”) by and between Executive and Las Vegas Sands Corp., a Nevada corporation (“LVSC” or the “Company”), does hereby waive, release and discharge the Company, its assigns, each of their respective affiliates, subsidiaries, parents, predecessors and successors, and each of the respective past and present shareholders, employees, officers, directors, representatives and agents of any of them in their capacities as such (collectively, the “Company Group”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release against the Company Group (i) relating to Executive’s employment with the Company or the termination thereof or Executive’s service as an officer or director of the Company or any subsidiary or affiliate of the Company or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs or (ii) under any agreement between Executive and any member of the Company Group; provided, however, that nothing herein shall release the Company from any of its obligations to Executive under the Letter Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits upon which this General Release is conditioned) or any rights Executive may have to indemnification under any charter or by-laws (or similar documents) of any member of the Company Group or any insurance coverage under any directors and officers insurance or similar policies.
Executive further agrees that this General Release may be pleaded as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns.  Executive understands and confirms that Executive is executing this General Release voluntarily and knowingly, but that this General Release does not affect Executive’s right to claim otherwise under ADEA.  In addition, Executive shall not be precluded by this General Release from filing a charge with any relevant Federal, state or local administrative agency, but Executive agrees to waive Executive’s rights with respect to any monetary or other financial relief arising from any such administrative proceeding.
In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release.  In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein.  Nevertheless, it is the intention of Executive to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein.  The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above.  Nothing in this paragraph is intended to expand the scope of the release as specified herein.
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This General Release shall be governed by and construed in accordance with the laws of the State of Nevada, applicable to agreements made and to be performed entirely within such State.
To the extent that Executive is 40 years of age or older, this paragraph shall apply.  Executive acknowledges that Executive has been offered a period of time of at least 21 days to consider whether to sign this General Release and the Company agrees that Executive may cancel this General Release at any time during the seven days following the date on which Executive signs and returns this General Release.  In order to cancel or revoke this General Release, Executive must deliver to the General Counsel of the Company written notice stating that Executive is canceling or revoking this General Release.  If this General Release is timely cancelled or revoked, none of the provisions of this General Release shall be effective or enforceable and the Company shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in the Letter Agreement that are conditioned upon the execution of this General Release, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.
Executive acknowledges and agrees that Executive has entered into this General Release knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Executive acknowledges that he has been advised to review this General Release with counsel of his own choice.
IN WITNESS WHEREOF, the undersigned has caused this General Release to be executed on the date indicated below.
Randy Hyzak
 
Date:

15
Exhibit 10.4
LAS VEGAS SANDS CORP.
5420 S. Durango Drive
Las Vegas, Nevada 89113

March 3, 2026
D. Zachary Hudson

Re:     Terms of Continued Employment

Dear Zachary:
This letter agreement (this “Agreement”) sets forth the terms and conditions of the continued employment of D. Zachary Hudson (“Executive”) with Las Vegas Sands Corp., a Nevada corporation (“LVSC” or the “Company”), as agreed upon by Executive and the Company (“Parties”).  Now therefore, for valuable consideration and intending to be legally bound, the Parties agree as follows:
Section 1.    Prior Employment Agreement.  Effective as of March 2, 2026 (the “Effective Date”), the existing at-will employment arrangement between Executive and the Company shall terminate, and Executive shall be employed by the Company pursuant to the terms of this Agreement; provided, that Executive shall not forfeit any right to any earned and unpaid compensation for services rendered prior to the Effective Date. Except as provided in the preceding sentence, effective as of the Effective Date, this Agreement will constitute the entire agreement between the Company and Executive with respect to all terms and conditions of Executive’s employment. Any surviving terms of the prior employment letter agreement between the Company and Executive, effective as of September 30, 2019, as amended effective as of March 1, 2021 and amended further effective as of January 1, 2024 and terminated as of March 1, 2026 (the “Prior Employment Agreement”), shall terminate and be of no further force and effect; provided, that Executive shall not forfeit Executive’s right to any outstanding stock options or other equity awards, all of which shall continue in effect in accordance with their terms.
Section 2.    Duties and Responsibilities. Executive shall serve in the capacity of and have such powers, duties and responsibilities as are generally associated with the office of Executive Vice President and Global General Counsel of LVSC, and other such duties as assigned by the Company’s Chief Executive Officer (the “CEO”). In this capacity, Executive shall report directly to the CEO.
Section 3.    Performance.  Executive covenants and agrees to faithfully and diligently perform all of the duties of Executive’s employment, devoting Executive’s full business and professional time, attention, energy and ability to promote the business interests of the Company and all its properties.  Executive further agrees that during the period of Executive’s employment with the Company, Executive will not engage in any other business or professional enterprise whatsoever unless the Board of Directors of LVSC (the “Board”) shall consent thereto in writing; provided, however, that the foregoing limitation shall not preclude Executive from engaging in civic, charitable, or religious activities or from devoting a reasonable amount of time to the management of personal investments of Executive or Executive’s family (including, without limitation, real estate and public and private securities and any investment previously disclosed to the Board as of the Effective Date) that do not unreasonably interfere or conflict with the performance of Executive’s duties under this Agreement.
Section 4.    Vacation and Holidays. Executive shall be entitled to vacations and holidays as provided in the Company’s flex day policy as in effect from time to time, but no less than four weeks of paid vacation leave per year, at such times as may be requested by Executive and reasonably approved by the Company.


Section 5.    Term. The term of Executive’s employment under this Agreement shall commence as of the Effective Date and shall expire on March 2, 2031 (the “Term”), unless sooner terminated as provided under the terms of this Agreement.
Section 6.    Licensing Requirement. Executive is presently licensed as an officer or casino key employee or similar position (the “Licenses”) by the gaming authorities with jurisdiction over the Company or its affiliates (collectively, the “Gaming Authorities”), pursuant to the provisions of the applicable gaming laws and regulations of those jurisdictions. Executive agrees, at the Company’s sole cost and expense, to cooperate with the Gaming Authorities to maintain the Licenses in full force and effect and in good standing.  Executive further agrees to apply for any additional licenses as a casino key employee (or similar position), at the Company’s sole cost and expense, in any jurisdiction in which the Company’s officers or casino key employees are required to be licensed.
Section 7.    Base Salary and Annual Bonus.
(a)    As of the Effective Date and throughout the duration of the Term, Executive shall receive a gross base annual salary of not less than $1,600,000 subject to applicable withholdings and deductions (such salary, as it may be increased from time to time, the “Base Salary”), payable in substantially equal installments every two weeks, or otherwise in accordance with the Company’s regular payroll practices.
(b)    Executive will be eligible for an annual cash incentive award (“Bonus”) under the Las Vegas Sands Corp. Executive Cash Incentive Plan (as may be amended or replaced from time to time) in which the Company’s senior executives participate for each calendar year of the Term (with a target Bonus of 200% of Base Salary), subject to the achievement of performance criteria established by the Compensation Committee of the Board (the “Compensation Committee”).  The actual amount of the Bonus for each such calendar year shall be determined by the Compensation Committee after consultation with the CEO.  The Bonus for any calendar 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 calendar year to which the Bonus relates, subject to Executive’s continued employment through the payment date except as otherwise provided in Sections 11(b), 12(a) and 13(a).
Section 8.    Equity Awards. In each calendar year during the Term while Executive is employed by the Company, the Compensation Committee will grant Executive equity awards under the LVSC Amended and Restated 2004 Equity Award Plan (the “2004 Plan”) or a successor plan, which may be in the form of time-based restricted stock units, performance-based restricted stock units, stock options or other alternatives based on shares (the “Shares”) of LVSC common stock (“Common Stock”). Such annual equity awards will be granted in a target amount equal to 425% of Executive’s Base Salary as determined in good faith by the Compensation Committee (the “Annual Equity Award”). The Annual Equity Award for each calendar year during the Term shall be granted following the first meeting of the Compensation Committee during the calendar year to which such Annual Equity Award relates (at the time when equity incentive awards are granted to other employees of the Company, but in no event later than March 15 of such year). Except as otherwise provided herein, the Annual Equity Awards shall be subject to the terms and conditions of the 2004 Plan (or a successor plan) and the Company’s applicable form of award agreement for its senior executives. If elected by Executive, the Company shall withhold Shares sufficient to cover the minimum statutory withholding taxes due in connection with the vesting of any Annual Equity Award. The Annual Equity Awards and all outstanding stock options and other equity-based awards shall be referred to herein as the “Equity Awards.”
Section 9.    Employee Benefit Plans. During the Term, Executive shall be entitled to participate in any fringe, group health, medical, dental, hospitalization, life, accident, disability insurance or other welfare plans, and any tax-qualified pension, tax-qualified profit sharing or tax-qualified retirement plans, which may be placed in effect or maintained by the Company for the benefit of its employees generally, or for its senior executives, subject to all restrictions and limitations contained in such plans or established by governmental regulation.  In addition to the foregoing, Executive shall be entitled to participate in such executive retirement and capital accumulation plans as may be established, sponsored or maintained by the Company and in effect from time to time for the benefit of its senior executives.
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Section 10.    Expense Reimbursement. Executive is authorized to incur such reasonable expenses as may be necessary for the performance of Executive’s duties hereunder in accordance with the policies of the Company as established and in effect from time to time. The Company will reimburse Executive for all such authorized expenses upon submission of an itemized accounting and substantiation of such expenditures adequate to secure for the Company a tax deduction for the same, in accordance with applicable Internal Revenue Service guidelines.
Section 11.    Termination by Company; Termination by Executive for Good Reason. The Company may terminate Executive’s employment hereunder for Cause (as defined below).  The Company may terminate Executive’s employment without Cause (and other than due to death or Disability, as defined below) upon 30 days’ advance written notice.  Executive may terminate Executive’s employment for Good Reason (as defined below). The restrictions set forth in Sections 17 and 18 shall continue to apply following any termination of employment under Section 11(a). The restrictions set forth in Section 17 (but not in Section 18) shall continue to apply following any termination of employment under Section 11(b).
(a)    In the event the Company terminates Executive’s employment for Cause, Executive shall be entitled to receive: (i) Base Salary at the rate in effect at the time of the termination through the date of termination of employment; (ii) reimbursement for expenses incurred but not paid prior to such termination of employment, subject to the conditions of Section 10; and (iii) vested benefits under the applicable employee benefit plans and programs of the Company, according to the terms and conditions of such plans and programs (the “Accrued Benefits”).  
(b)    In the event that the Company terminates Executive’s employment without Cause (and other than due to death or Disability), or Executive terminates Executive’s employment for Good Reason, Executive shall be entitled to receive: (i) the Accrued Benefits; (ii) an amount equal to the sum of (x) Executive’s Base Salary plus (y) Executive’s target Bonus for such calendar year, paid over 12 months following Executive’s termination of employment in accordance with the Company’s normal payroll practices; (iii) any unpaid Bonus for the calendar year preceding the date of termination of employment, regardless of the general requirement to remain employed through the payment date; (iv) a pro-rata target Bonus for the year of termination of employment; (v) immediate vesting of the options granted to you on December 13, 2023 that would have vested had the such grant been subject to annual pro rata vesting commencing with the date of grant; (vi) treatment of all other Equity Awards granted to Executive (whether granted prior to, on or following the Effective Date) according to the terms and conditions of such Equity Awards; and (vii) continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for 1 year following the date of termination; provided, that the Company’s obligation to provide such benefits shall cease at the time Executive and Executive’s covered dependents become eligible for comparable benefits from another employer.
(c)    To the extent that the health and welfare benefits provided for in Section 11(b)(vii) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall pay Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and Executive’s spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would otherwise be lost to Executive and Executive’s spouse and dependents as a result of Executive’s termination.  Any amount payable under this Section 11(c) shall be determined as soon as practicable following termination of employment and shall be paid to Executive within 60 days following termination of employment. 
(d)    “Cause,” as used herein, shall mean:  (i) conviction of a felony or of a crime involving misappropriation of any material funds or material property of the Company, its subsidiaries or affiliates; (ii) commission of fraud or embezzlement with respect to the Company, its subsidiaries or affiliates; (iii) any material act of dishonesty relating to Executive’s employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates; (iv) use of alcohol or drugs that renders Executive materially unable to perform the functions of Executive’s job or carry out Executive’s duties
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to the Company; (v) a material breach of this Agreement by Executive; (vi)  any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates; or (vii) the withdrawal with prejudice, denial, revocation or suspension, due to personal unsuitability, after the expiration of any appeal period, of the Licenses by the Gaming Authorities; provided, that, with respect to (iv), (v) and (vi) above, the Company shall have first provided Executive with written notice stating with specificity the acts, duties or directives Executive has committed or failed to observe or perform, and Executive shall not have corrected the acts or omissions complained of within 30 days of receipt of such notice.
(e)    “Good Reason,” as used herein, shall mean the occurrence of any of the following without Executive’s prior written consent: (i) the Company’s removal of Executive from the position of Executive Vice President and Global General Counsel of LVSC; (ii) any other material adverse change in Executive’s status, position, privileges, duties, responsibilities as Executive Vice President and General Counsel of LVSC or location of LVSC’s principal office (which shall include, without limitation, Executive’s ceasing to be the General Counsel of a publicly-traded company or any adverse change in the reporting relationship described in this Agreement); or (iii) a material breach by the Company of its obligations to Executive under this Agreement or any plan documents or agreements of the Company defining equity awards or employee benefit plan or program rights of Executive.  No purported termination for Good Reason shall be effective unless (A) Executive delivers a written notice of termination (specifying in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason) to the Company within 90 days following Executive’s first obtaining actual knowledge that facts or circumstances constituting Good Reason exist and (B) the Company fails to cure such facts and circumstances within 30 days after such written notice of termination is delivered by Executive to the Company. Executive must terminate Executive’s employment within 125 days following Executive’s first obtaining actual knowledge that facts or circumstances constituting Good Reason exist for such termination to be a termination for Good Reason for purposes of this Agreement.
Section 12.    Qualifying Termination Following a Change in Control. In the event that (i) a “Change in Control” occurs, as that term is defined in the 2004 Plan (or any successor plan) or, if more broadly defined than in the 2004 Plan, as defined in the laws or by the courts of the State of Nevada (a “Change in Control”) and (ii) the Company terminates Executive’s employment without Cause (other than due to death or Disability) or Executive terminates Executive’s employment for Good Reason, in each case within 24 months following the occurrence of such Change in Control:
(a)    Executive shall be entitled to receive, promptly following the date of such termination, (i) the Accrued Benefits; (ii) a lump sum payment equal to 2 times the sum of (x) Executive’s Base Salary plus (y) Executive’s target Bonus; (iii) any unpaid Bonus for the calendar year preceding the date of termination of employment, regardless of the general requirement to remain employed through the payment date; (iv) a pro-rata target Bonus for the year of termination of employment; (v) immediate vesting of all Equity Awards previously granted to Executive prior to the Effective Date; (vi) treatment of all Equity Awards granted to Executive on or following the Effective Date according to the terms and conditions of such Equity Awards; and (vii) continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for 2 years following the date of termination; provided, that the Company’s obligation to provide such benefits shall cease at the time Executive and Executive’s covered dependents become eligible for comparable benefits from another employer; and provided further, that if the Change in Control does not satisfy the definition of a “change in control event” pursuant to Section 409A (as defined below), then to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, the applicable portion of the payment referred to in subclause (ii) of this Section 12(a) shall be paid ratably over the same time period and in the same manner that payments under Section 11(b)(ii) would have been made. The restrictions set forth in Sections 17 and 18 shall continue to apply following such termination of employment under this Section.
(b)    To the extent that the health and welfare benefits provided for in Section 12(a)(vii) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company’s paying the applicable premium for Executive under COBRA), the Company shall pay Executive such amount as is necessary to provide Executive, after tax, with an amount equal to
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the cost of acquiring, for Executive and Executive’s spouse and dependents, if any, on a non-group basis, for the required period, those health and other welfare benefits that would otherwise be lost to Executive and Executive’s spouse and dependents as a result of Executive’s termination.  Any amount payable under this Section 12(b) shall be determined as soon as practicable following termination of employment and shall be paid to Executive within 60 days following termination of employment. 
Section 13.    Termination Due to Death or Disability. Executive’s employment hereunder shall terminate upon the occurrence of Executive’s death. The Company may terminate Executive’s employment due to Disability. The restrictions set forth in Section 17 (but not in Section 18) shall continue to apply following the termination of employment due to Disability.
(a)    In the event of a termination of Executive’s employment due to death or Disability, Executive or Executive’s estate, as the case may be, shall be entitled to receive: (i) the Accrued Benefits; (ii) continuation of Base Salary for 12 months following termination of employment, less any Company-provided short-term disability insurance proceeds Executive receives during such period in the event termination of Executive’s employment is due to Disability, and less any life insurance proceeds Executive receives from any Company-paid life insurance policies in the event of Executive’s death; (iii) any unpaid Bonus for the calendar year preceding the date of termination of employment, regardless of the general requirement to remain employed through the payment date; (iv) immediate vesting of all Equity Awards previously granted to Executive prior to the Effective Date; and (v) treatment of all Equity Awards granted to Executive on or following the Effective Date according to the terms and conditions of such Equity Awards.
(b)    “Disability,” as used herein, shall mean that, during Executive’s employment with the Company, Executive shall, in the opinion of an independent physician selected by agreement between the Board and Executive, become so physically or mentally incapacitated that Executive is unable to perform the duties of Executive’s employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months.
Section 14.     Post-Termination Treatment of Equity Awards. Except as otherwise provided in this Agreement and, with respect to any Equity Awards granted to Executive on or after the Effective Date (other than as set forth in Section 18(e)), the exercise, vesting and termination of outstanding Equity Awards following termination of Executive’s employment shall be governed by the 2004 Plan (or any applicable successor plan) and the terms of the applicable award agreements.
Section 15.    Timing of Certain Payments. Subject to Sections 16 and 19: (a) any amounts payable under Section 11(a)(i), 11(b)(i), 11(b)(iii), 11(b)(iv), 12(a)(i), 12(a)(ii), 12(a)(iii), 12(a)(iv), 13(a)(i) or 13(a)(iii) shall be paid as soon as practicable, and in any event within 30 days following termination of employment; and (b) any reimbursements for expenses incurred under Section 11(a)(ii), 11(b)(i), 12(a)(i) or 13(a)(i) (to the extent such reimbursements are treated as deferred compensation subject to Section 409A) shall be paid as soon as practicable following submission of the claims but in any event not later than the calendar year following the calendar year in which Executive’s separation from service occurs.
Section 16.    Release. Notwithstanding any other provision of this Agreement to the contrary, Executive acknowledges and agrees that any and all payments to which Executive is entitled under Section 11, 12 or 13 (in excess of those otherwise required by law or the terms of any benefit plan, program or arrangement) are conditional upon and subject to Executive’s execution (or in the case of death, Executive’s estate’s execution) of the General Release substantially in the form attached hereto as Exhibit A (which form may be reasonably modified to reflect changes in the law subsequent to the Effective Date). Executive shall execute and deliver such General Release within 60 days following termination of employment and, except as otherwise provided in Section 19, any payments that are subject to the execution of such General Release shall commence to be paid on the 8th day following execution (and non-revocation by Executive) of such General Release (with the first such installment, as applicable, to include any prior unpaid installments). 
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Section 17.    Confidentiality.
(a)    Executive agrees that Executive will hold in strictest confidence and, without the prior express written approval of the Board, will not disclose to any person, firm, corporation or other entity, any confidential information which Executive has acquired or may hereafter acquire during Executive’s employment by the Company pertaining to the business or affairs of the Company or any of its subsidiaries or affiliates, including but not limited to (a) proprietary information or other documents concerning the Company’s or its subsidiaries’ or affiliates’ policies, prices, systems, methods of operation, contractual arrangements, customers or suppliers; (b) the Company’s or its subsidiaries’ or affiliates’ marketing methods, credit and collection techniques and files; or (c) the Company’s or its subsidiaries’ or affiliates’ 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 Executive’s employment by the Company and shall survive termination of this Agreement, and Executive’s employment hereunder, for any reason and shall remain binding upon Executive without regard to the passage of time or other events. Nothing in this Agreement is intended to prevent Executive from disclosing trade secrets in confidence to federal, state, and/or local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Executive may also disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Further, nothing in this Agreement or any agreement Executive has with the Company or any of its affiliates will (i) prohibit or restrict Executive from making any voluntary disclosure of information or documents related to any possible violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company or any of its affiliates or (ii) prohibit Executive from reporting possible violations of United States federal laws or regulations to any governmental agency or entity; filing a charge with, communicating with, or responding to inquiries from any such entities; making other disclosures that are protected under the whistleblower provisions of United States federal, state or local law or regulation, including the provisions and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or limit Executive’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency.
(b)    In addition to the obligations set forth in Section 17(a), Executive agrees that (i) if requested by the Company, Executive will personally provide reasonable assistance and cooperation to the Company in activities related to the prosecution or defense of any pending or future lawsuits or claims involving the Company (with the Company reimbursing Executive for reasonable and necessary out-of-pocket costs and expenses incurred in connection therewith); (ii) Executive will promptly notify the CEO and the Company’s legal department, in writing, upon receipt of any requests from anyone other than an employee or agent of the Company for information regarding the Company which could reasonably be construed as being proprietary, non-public or confidential, or if Executive becomes aware of any potential claim or proposed litigation against the Company; (iii) Executive will refrain from providing any information related to any claim or potential litigation against the Company to any person who is not a representative of the Company without the Company’s prior written permission, unless required to provide information pursuant to legal process; and (iv) if required by law to provide sworn testimony regarding any matter related to the Company, Executive will consult with and have Company designated legal counsel present for such testimony (with the Company being responsible for the costs of such designated counsel), and Executive will cooperate with the Company’s attorneys to assist their efforts, especially on matters Executive has been privy to, holding all privileged attorney-client matters in strictest confidence.
(c)    During all periods of employment and in perpetuity thereafter, Executive agrees that he shall neither cause to be made or offered, nor make or offer any slanderous, denigrating, disparaging or malicious comments, remarks, statements or opinions regarding Sheldon G. Adelson, the estate of Sheldon G. Adelson, the Company, its subsidiaries or affiliates, or any of their respective predecessors or successors, or any individuals or entities that to Executive’s knowledge are current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, in their capacities as such, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided, that nothing herein shall or shall be
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deemed to prevent or impair Executive from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company or testifying truthfully in any legal or administrative proceeding if such testimony is compelled or requested or otherwise complying with any subpoenas or other judicial or governmental requests for information. Executive further understand that nothing herein shall prevent him from exercising his rights under Nevada Assembly Bill No. 248 (2019) or Nevada Assembly Bill No. 60 (2021).
Section 18.    Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows, except as specifically provided in Sections 11 and 13:
(a)    During Executive’s employment with the Company and for a period of one (1) year from the date of termination of employment for any reason (the “Restriction Period”), Executive shall not directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director, 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 casino, or any hotel with a casino, in (i) Clark County, Nevada (including, without limitation, the City of Las Vegas), (ii) the Macau Special Administrative Region of The People’s Republic of China, (iii) Japan, (iv) Korea, (v) Vietnam, (vi) Singapore, (vii) Thailand or (viii) any other location in which the Company or any of its affiliates is doing business or has made substantial plans to commence doing business, in each case at the time of Executive’s termination.  
(b)    In addition to, and not in limitation of, the provisions of Section 18(a), Executive agrees, for the benefit of the Company and its affiliates, that during the Restriction Period, Executive shall not, directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, on Executive’s behalf or on behalf of any other person or entity other than the Company or its affiliates (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee or agent of, or consultant to, the Company or any of its affiliates to terminate its, his or her relationship therewith (it being understood that general advertising or solicitation, including the use of employment websites, not directed specifically at employees or agents of or consultants to the Company, shall not be deemed to violate this provision), or (ii) hire any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee, agent of or consultant to the Company or any of its affiliates.
(c)    Executive understands that the provisions of this Section 18 may limit Executive’s ability to earn a livelihood in a business similar to the business of the Company, but Executive nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in this Section 18.  In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that Executive shall not assert that, and it should not be considered that, any provisions of Section 18 otherwise are void, voidable or unenforceable or should be voided or held unenforceable.
(d)    It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 18 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any
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restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
(e)    In the event that Executive materially violates any of the restrictive covenants set forth in Section 18(a) or 18(b), in addition to any other remedy which may be available (i) at law or in equity, (ii) pursuant to any other provision of this Agreement or (iii) pursuant to any applicable Equity Award agreement, all outstanding stock options to purchase shares of Common Stock and other unvested equity awards granted to Executive shall be automatically forfeited effective as of the date on which such violation first occurs.
Section 19.    Section 409A; Section 280G.
(a)    For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. In addition, for purposes of this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be deemed to refer to “separation from service” within the meaning of Section 409A (without application of any alternative definitions permitted thereunder) and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A.
(b)    It is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. In this regard, the provisions of this Section 19 shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to this Agreement as the Parties mutually agree are necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for Executive’s account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any affiliate shall have any obligation to indemnify or otherwise hold Executive (or any beneficiary) harmless from any or all of such taxes or penalties.
(c)    Except as permitted under Section 409A, any deferred compensation that is subject to Section 409A and is payable to or for Executive’s benefit under any Company-sponsored plan, program, agreement or arrangement may not be reduced by, or offset against, any amount owing by Executive to the Company.
(d)    Notwithstanding anything in this Agreement to the contrary, in the event that Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments under Section 11, 12 or 13 that are “deferred compensation” subject to Section 409A shall be made to Executive prior to the date that is six months after the date of Executive’s “separation from service” or, if earlier, Executive’s date of death. Following any applicable 6-month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. In addition, for a period of six months following the date of separation from service, to the extent that the Company reasonably determines that any of the benefit plan coverages described in Section 12 may not be exempt from U.S. federal income tax, Executive shall in advance pay to the Company an amount equal to the stated taxable cost of such coverages for 6 months. At the end of such six-month period, Executive shall be entitled to receive from the Company a reimbursement of the amounts paid by Executive for such coverages.
(e)    For purposes of Section 409A, each of the payments that may be made under this Agreement are designated as separate payments.
(f)    To the extent that any reimbursements pursuant to Section 11, 12 or 13 are taxable to Executive, any such reimbursement payment due shall be paid as promptly as practicable, and in all events on or before the last day of the taxable year following the taxable year in which the related expense was incurred. Any such reimbursements are not subject to liquidation or exchange for another benefit and the amount of such benefits and
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reimbursements that Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that Executive receives in any other taxable year.
(g)    Notwithstanding anything in this Agreement to the contrary, in the event that any payment or benefit received or to be received by Executive (including any payment or benefit received in connection with a Change in Control or the termination of Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would not be deductible (in whole or part) by the Company or any affiliate making such payment or providing such benefit as a result of Section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement), the Total Payments shall be reduced (if necessary, to zero) in the manner specified below; provided, however, that such reduction shall only be made if (i) the amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (ii) the amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of the excise tax imposed under Section 4999 of the Code on such unreduced Total Payments). If it is determined that the Total Payments should be reduced in accordance with this Section 19(g), then such reduction shall be applied in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (iv) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) of this Section 19(g).
Section 20.    Miscellaneous.
(a)    Assignment and Assumption.  This Agreement is personal to Executive and shall not be assignable otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors.  The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.
(b)    Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been 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 Executive, to the address on file with Human Resources
If to the Company, to:
Las Vegas Sands Corp.
5420 S. Durango Drive
Las Vegas, Nevada 89113
Attn: Chief Executive Officer
9

or to such other address as any party shall request of the others by giving notice in accordance with this Section.
(c)    No Waiver. The failure of either Party to insist upon a strict performance of any of the terms or provisions of this Agreement on any occasion, 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 or any other 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.
(d)    Severability; Integration. 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.  Subject to Section 1, this Agreement constitutes the entire agreement between the Parties as of the date hereof and supersedes all previous agreements and understandings between the Parties with respect to the subject matter hereof, including the Prior Employment Agreement.
(e)    Governing Law.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of Nevada, without reference to the principles of conflict of laws thereof.  
(f)    JURY TRIAL WAIVER.  THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY, IS LITIGATED OR HEARD IN ANY COURT. 
(g)    Dispute Resolution.
(i)    Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 17 or 18 hereof would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.  In addition, and without limiting Section 18(e) hereof, the Company shall be entitled to immediately cease paying any amounts remaining due or providing any benefits (including the continued vesting of equity awards) to Executive pursuant to Section 11, 12 or 13 if Executive has violated any provision of Section 17 or 18. 
(ii)    Executive and the Company agree that, except for any claim that is non-arbitrable under applicable law, final and binding arbitration shall be the exclusive forum for any dispute or controversy between them that cannot be resolved by mediation, including, without limitation, disputes arising under or in connection with this Agreement, Executive’s employment with, and/or separation from, the Company; provided, however, that the Company shall be entitled to commence an action in any court of competent jurisdiction for injunctive relief in connection with any alleged actual or threatened violation of any provision of Sections 17 or 18 of this Agreement. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. For purposes of entering such judgment or seeking injunctive relief with regard to Sections 17 or 18 of this Agreement, the Company and Executive hereby consent to the jurisdiction of the state courts located in Clark County, Nevada; provided, that damages for any alleged violation of Sections 17 or 18 of this Agreement, as well as any claim, counterclaim or cross-claim brought by the Executive or any third-party in response to, or in connection with any court action commenced by the Company seeking said injunctive relief shall remain exclusively subject to final and binding arbitration as provided for herein. The Company and Executive hereby waive, to the fullest extent permitted by applicable law, any objection which either may now or hereafter have to such jurisdiction, venue and any defense of inconvenient forum.  Thus, except for the claims carved out above, this agreement to arbitrate applies to all common-law and statutory claims (whether arising under federal state or local law), including, but not limited to, any claim for breach of contract, fraud, fraud in the inducement, unpaid wages, wrongful termination, and gender, age, national origin, sexual orientation, marital status, disability, or any other protected status.
10

With the exception of an action seeking equitable relief, any dispute concerning this Agreement will be settled by mediation to be conducted by the American Arbitration Association (“AAA”). If mediation is unsuccessful in resolving the dispute(s), the parties to the dispute(s) agree to settle the matter by binding arbitration before a panel of three (3) arbitrators under the Federal Arbitration Act (9 U.S.C. §§ 1, et seq.) conducted by the AAA in accordance with its then-current Employment Arbitration Rules and Mediation Procedure (the “Rules”). A copy of the Rules is available online at https://www.adr.org/sites/default/files/document_repository/EmploymentRulesWeb.pdf or Executive may request a copy from Human Resources. Executive also agrees that all claims against the Company must be brought in Executive’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. By signing this Agreement, Executive and the Company acknowledge that the right to a court trial and trial by jury is of value, and knowingly and voluntarily waive those rights for any dispute subject to the foregoing arbitration provision.
(iii)    The reasonable legal fees and expenses of the prevailing party in any dispute shall be paid or reimbursed by the losing party.  If there is no prevailing party, then each party shall be responsible for its own fees and expenses.
(iv)    Any court action under this Agreement shall be brought under seal to the extent permitted by the court in order to maintain the confidentiality of the matter as well as the confidentiality of the decision and award, any personal information and the confidentiality of any information which any Party is required to keep confidential pursuant to this Agreement or any other agreement involving the Parties.  Each Party to any such judicial action shall make every effort in any pleadings filed with the court and in Executive’s or its conduct of any court litigation to maintain the confidentiality of any personal information and any information which any Party is required to keep confidential pursuant to this Agreement or any other agreement involving the Parties.  To this end, the court shall, inter alia, be informed of the confidentiality obligations of this Agreement and shall be requested that the proceedings be heard privately, and that any decision, opinion or order issued by the court be written in such a manner as to protect the confidentiality of any information which is required to be kept confidential pursuant to this Agreement or any other agreement involving the Parties.
(h)    Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
(i)    Continuation of Employment. Unless the Parties otherwise agree in writing, continuation of Executive’s employment with the Company beyond the expiration of the Term shall be deemed an employment at will and shall not be deemed to extend any of the provisions of this Agreement, and Executive’s employment may thereafter be terminated at will by Executive or the Company.
(j)    No Mitigation. Executive shall not be required to mitigate the value of any payments or benefits contemplated by this Agreement, nor shall any such payments or benefits be reduced from any earnings or benefits that Executive may receive from any other source.
(k)    Survival. Section 17 and, except as specifically provided in this Agreement, Section 18, shall survive and continue in full force and effect in accordance with their terms, notwithstanding the termination of this Agreement and Executive’s employment for any reason.
(l)    Amendments.  This Agreement may not be amended, changed or modified except by a written document signed by each of the Parties to this Agreement.
(m)    Indemnification. To the extent not otherwise required by law, the Company’s charter or bylaws or a written indemnification agreement between the Company and Executive, the Company will consider in good faith, and consistent with the Company’s past practices, requests by Executive for indemnification against claims arising from Executive’s conduct in the course and scope of Executive’s employment under this Agreement and for advancement of expenses reasonably incurred in defending against such claims.
11

(n)    Headings. Section 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.
(o)    Counterparts.  This Agreement may be executed in several counterparts, by manual, facsimile or digital signature, each of which counterparts shall be considered an original, but which when taken together, shall constitute one agreement.

[Remainder of page deliberately left blank]
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Please indicate your understanding and acceptance of this Agreement by executing both copies below, and retaining one fully executed original for your files and returning one fully executed original to the Company.
Very truly yours,
 
LAS VEGAS SANDS CORP.
 
By:
/s/ Patrick Dumont
 
 
Name:   Patrick Dumont
Title:     Chairman and CEO
 
 
 
 I hereby accept the terms of this Agreement and agree to abide by the provisions:
/s/ D. Zachary Hudson
D. Zachary Hudson
 
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Exhibit A
General Release
D. Zachary Hudson (“Executive”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under that certain letter agreement dated as of March 3, 2026 and effective as of March 2, 2026 (the “Letter Agreement”) by and between Executive and Las Vegas Sands Corp., a Nevada corporation (“LVSC” or the “Company”), does hereby waive, release and discharge the Company, its assigns, each of their respective affiliates, subsidiaries, parents, predecessors and successors, and each of the respective past and present shareholders, employees, officers, directors, representatives and agents of any of them in their capacities as such (collectively, the “Company Group”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release against the Company Group (i) relating to Executive’s employment with the Company or the termination thereof or Executive’s service as an officer or director of the Company or any subsidiary or affiliate of the Company or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs or (ii) under any agreement between Executive and any member of the Company Group; provided, however, that nothing herein shall release the Company from any of its obligations to Executive under the Letter Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits upon which this General Release is conditioned) or any rights Executive may have to indemnification under any charter or by-laws (or similar documents) of any member of the Company Group or any insurance coverage under any directors and officers insurance or similar policies.
Executive further agrees that this General Release may be pleaded as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns.  Executive understands and confirms that Executive is executing this General Release voluntarily and knowingly, but that this General Release does not affect Executive’s right to claim otherwise under ADEA.  In addition, Executive shall not be precluded by this General Release from filing a charge with any relevant Federal, state or local administrative agency, but Executive agrees to waive Executive’s rights with respect to any monetary or other financial relief arising from any such administrative proceeding.
In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release.  In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein.  Nevertheless, it is the intention of Executive to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein.  The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above.  Nothing in this paragraph is intended to expand the scope of the release as specified herein.
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This General Release shall be governed by and construed in accordance with the laws of the State of Nevada, applicable to agreements made and to be performed entirely within such State.
To the extent that Executive is 40 years of age or older, this paragraph shall apply.  Executive acknowledges that Executive has been offered a period of time of at least 21 days to consider whether to sign this General Release and the Company agrees that Executive may cancel this General Release at any time during the seven days following the date on which Executive signs and returns this General Release.  In order to cancel or revoke this General Release, Executive must deliver to the General Counsel of the Company written notice stating that Executive is canceling or revoking this General Release.  If this General Release is timely cancelled or revoked, none of the provisions of this General Release shall be effective or enforceable and the Company shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in the Letter Agreement that are conditioned upon the execution of this General Release, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.
Executive acknowledges and agrees that Executive has entered into this General Release knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Executive acknowledges that he has been advised to review this General Release with counsel of his own choice.
IN WITNESS WHEREOF, the undersigned has caused this General Release to be executed on the date indicated below.
D. Zachary Hudson
 
Date:

15
Exhibit 10.5

Amended as of March 23, 2026
LAS VEGAS SANDS CORP.
AMENDED AND RESTATED 2004 EQUITY AWARD PLAN
1.Purpose
The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract able persons to enter and remain in the employ of the Company and its Affiliates and to provide a means whereby employees, directors and consultants of the Company and its Affiliates can acquire and maintain Common Stock ownership, or be paid incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and promoting an identity of interest between stockholders and these persons.
So that the appropriate incentive can be provided, the Plan provides for granting Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses and Performance Compensation Awards, or any combination of the foregoing.
2.Definitions
The following definitions shall be applicable throughout the Plan.
(a)“Affiliate” means (i) any entity that directly or indirectly is controlled by, controls or is under common control with the Company and (ii) to the extent provided by the Committee, any entity in which the Company has a significant equity interest.
(b)“Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus or Performance Compensation Award granted under the Plan.
(c)“Board” means the Board of Directors of the Company.
(d)“Cause” means the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any existing employment, consulting or any other agreement between the Participant and the Company or an Affiliate or, in the absence of such an employment, consulting or other agreement, upon (i) the determination by the Committee that the Participant has ceased to perform the Participant’s duties to the Company, or an Affiliate (other than as a result of the Participant’s incapacity due to physical or mental illness or injury), which failure amounts to an intentional and extended neglect of the Participant’s duties to such party, (ii) the Committee’s determination that the Participant has engaged or is about to engage in conduct materially injurious to the Company or an Affiliate, (iii) the Participant having been convicted of, or plead guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty, (iv) the failure of the Participant to follow the lawful instructions of the Board or the Participant’s direct superiors or (v) in the case of a Participant who is a non-employee director, the Participant ceasing to be a member of the Board in connection with the Participant engaging in any of the activities described in clauses (i) through (iv) above.
1    


(e)“Change in Control” shall, unless in the case of a particular Award the applicable Award agreement states otherwise or contains a different definition of “Change in Control,” be deemed to occur upon:
(i)the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate, (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate, (III) any acquisition by the estate of Sheldon G. Adelson (“Adelson”) or any Related Party or any group of which the estate of Adelson or a Related Party is a member (a “Designated Holder”), (IV) any acquisition which complies with clauses (A) and (B) of subsection (v) of this Section 2(e), or (V) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant);
(ii)individuals who, on the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of a registration statement of the Company describing such person’s inclusion on the Board, or a proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;
(iii)the dissolution or liquidation of the Company;
(iv)the sale, transfer or other disposition of all or substantially all of the business or assets of the Company, other than any such sale, transfer or other disposition to one or more Designated Holders; or
(v)the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50% of the total voting power of (x) the entity resulting from such Business Combination (the “Surviving Company”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding
    2    

Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination, and (B) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination.
Notwithstanding the foregoing, for each Award that constitutes deferred compensation under Section 409A of the Code, and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.
(f)“Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.
(g)“Committee” means (i) a committee of at least two people as the Board may appoint to administer the Plan or (ii) (x) if no such committee has been appointed by the Board or (y) even if such a committee has been appointed, with respect to the grant of an Award to a Non-Employee Director and the administration of such Award, the Board. Unless the Board is acting as the Committee or the Board specifically determines otherwise, each member of the Committee shall, at the time such member takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee which Award is otherwise validly granted under the Plan.
(h)“Common Stock” means the common stock, par value $0.001 per share, of the Company and any stock into which such common stock may be converted or into which it may be exchanged.
(i)“Company” means Las Vegas Sands Corp., a Nevada corporation, and any successor thereto.
(j)“Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Award agreement
(k)“Director Stock Option” means a grant of a Nonqualified Stock Option to a Non-Employee Director under Section 7 of the Plan.
(l)“Director Restricted Stock” means a grant of Restricted Stock to a Non-Employee Director under Section 9 of the Plan.
(m)“Disability” means, unless in the case of a particular Award the applicable Award agreement states otherwise, the Company or an Affiliate having cause to terminate a
    3    

Participant’s employment or service on account of “disability,” as defined in any existing employment, consulting or other similar agreement between the Participant and the Company or an Affiliate or, in the absence of such an employment, consulting or other agreement, a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an Affiliate or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced, as determined by the Committee based upon medical evidence acceptable to it.
(n)“Effective Date” means December 15, 2004.
(o)“Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, or a person meeting any similar requirement under any successor rule or regulation and (ii) an “outside director” within the meaning of Section 162(m) of the Code, and the Treasury Regulations promulgated thereunder; provided, however, that clause (ii) shall apply only with respect to grants of Awards with respect to which the Company’s tax deduction could be limited by Section 162(m) of the Code if such clause did not apply.
(p)“Eligible Person” means any (i) individual regularly employed by the Company or Affiliate who satisfies all of the requirements of Section 6 of the Plan; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company or an Affiliate or (iii) consultant or advisor to the Company or an Affiliate who may be offered securities pursuant to a Registration Statement on Form S-8 under the Securities Act or any successor form that may be adopted by the Securities and Exchange Commission.
(q)“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(r)“Fair Market Value” on a given date means (i) if the Stock is listed on a national securities exchange, the closing sale price reported as having occurred on the primary exchange with which the Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee to be the fair market value on such date based upon a good faith attempt to value the Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service.
(s)“Incentive Stock Option” means an Option granted by the Committee to a Participant under the Plan which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth herein.
(t)“Mature Shares” means shares of Stock owned by a Participant which are not subject to any pledge or other security interest and have either been held by the Participant for six months, previously acquired by the Participant on the open market or meet such other requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Option Price or satisfy a withholding obligation in respect of an Award.
    4    

(u)“Negative Discretion” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award in accordance with Section 11(d)(iv) of the Plan.
(v)“Nevada Gaming Laws” means the statutes of the State of Nevada, the regulations of the Nevada Gaming Commission, the rules, directives and decisions of the Nevada Gaming Commission and State Gaming Control Board, the ordinances of Clark County, Nevada, and the regulations of the Clark County Liquor and Gaming Licensing Board.
(w)“Non-Employee Director” shall mean a director of the Company who is not also an employee of the Company.
(x)“Nonqualified Stock Option” means an Option granted by the Committee to a Participant under the Plan which is not designated by the Committee as an Incentive Stock Option.
(y)“Option” means an Award granted under Section 7 of the Plan.
(z)“Option Period” means the period described in Section 7(c) of the Plan.
(aa)“Option Price” means the exercise price for an Option as described in Section 7(a) of the Plan.
(bb)    “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6 of the Plan.
(cc)    “Parent” means any parent of the Company as defined in Section 424(e) of the Code.
(dd)    “Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.
(ee)    “Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award or any other performance-based Award under the Plan. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company (or Affiliate, division or operational unit of the Company) and may include, but shall not be limited to, the following:
(i)net earnings or net income;
(ii)basic or diluted earnings per share;
(iii)net revenue or net revenue growth;
(iv)operating income;
(v)return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);
(vi)cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
    5    

(vii)earnings before or after taxes, interest, depreciation, amortization and/or rents;
(viii)share price (including, but not limited to, growth measures and total stockholder return);
(ix)expense targets;
(x)margins;
(xi)operating efficiency; and
(xii)objective measures of customer satisfaction.
Any one or more of the Performance Criterion may be used to measure the performance of the Company and/or an Affiliate as a whole or any business unit of the Company and/or an Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Criterion (xi) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph.
(ff)    “Performance Formula” shall mean, for a Performance Period, the one or more objective formulas applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award or any other performance-based Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award or any other performance-based Award has been earned for the Performance Period.
(gg)    “Performance Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria. The Committee is authorized at any time, in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period in order to prevent the dilution or enlargement of the rights of Participants based on the following events:
(i)asset write-downs,
(ii)litigation or claim judgments or settlements,
(iii)the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results,
(iv)any reorganization and restructuring programs,
(v)extraordinary nonrecurring items as described in Accounting Standards Codification 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year,
(vi)acquisitions or divestitures,
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(vii)any other unusual or nonrecurring events,
(viii)foreign exchange gains and losses, and
(ix)a change in the Company’s fiscal year.
(hh)    “Performance Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Compensation Award or any other performance-based Award under the Plan.
(ii)    “Plan” means this Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan.
(jj)    “Related Party” means (i) any spouse, child, stepchild, sibling or descendant of Adelson, (ii) any estate of Adelson or any person described in clause (i), (iii) any person who receives a beneficial interest in the Company or any Subsidiary from any estate described in clause (ii) to the extent of such interest, (iv) any executor, personal administrator or trustee who hold such beneficial interest in the Company or any Subsidiary for the benefit of, or as fiduciary for, any person under clauses (i), (ii) or (iii) to the extent of such interest, (v) any corporation, trust or similar entity owned or controlled by the estate of Adelson or any person referred to in clause (i), (ii), (iii) or (iv) or for the benefit of any person referred to in clause (i), or (vi) the spouse or issue of one or more of the persons described in clause (i).
(kk)    “Restricted Period” means, with respect to any Award of Restricted Stock or any Restricted Stock Unit, the period of time determined by the Committee during which such Award is subject to the restrictions set forth in Section 9 of the Plan or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.
(ll)    “Restricted Stock Unit” means a hypothetical investment equivalent to one share of Stock granted in connection with an Award made under Section 9 of the Plan.
(mm)    “Restricted Stock” means shares of Stock issued or transferred to a Participant subject to forfeiture and the other restrictions set forth in Section 9 of the Plan.
(nn)    “Securities Act” means the Securities Act of 1933, as amended.
(oo)    “Stock” means the Common Stock or such other authorized shares of stock of the Company as the Committee may from time to time authorize for use under the Plan.
(pp)    “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.
(qq)    “Stock Bonus” means an Award granted under Section 10 of the Plan.
(rr)    “Stock Option Agreement” means any agreement between the Company and a Participant who has been granted an Option pursuant to Section 7 of the Plan which defines the rights and obligations of the parties thereto.
(ss)    “Strike Price” means, (i) in the case of a SAR granted in tandem with an Option, the Option Price of the related Option, or (ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant.
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(tt)    “Subsidiary” means any subsidiary of the Company as defined in Section 424(f) of the Code.
(uu)    “Vested Unit” shall have the meaning ascribed thereto in Section 9(d) of the Plan.
3.Effective Date, Duration and Stockholder Approval
The Plan originally became effective as of the Effective Date and was amended and restated effective as of June 4, 2014, May 16, 2019, May 9, 2024, and March 23, 2026. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(i) of the Code; provided, that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.
The expiration date of the Plan, on and after which no Awards may be granted hereunder, shall be December 14, 2029; provided, however, that such termination shall not affect Awards then outstanding, the terms and conditions of the Plan shall continue to apply to such Awards, and the administration of the Plan shall continue in effect until all matters relating to Awards previously granted have been settled.
4.Administration
(a)The Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee.
(b)Subject to the provisions of the Plan and applicable law, the Committee shall have the power, and in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Stock, other securities, other Options, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations; (ix) appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.
(c)Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of
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the Committee, may be made at any time and shall be final, conclusive and binding upon all parties, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder.
(d)No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award hereunder.
(e)Subject to the provisions of the Plan and applicable law, the Committee may delegate to the Chief Executive Officer acting together with either the President or an Executive Vice President of the Company the authority to grant Awards under the Plan to any Eligible Person (other than a Non-Employee Director or an officer of the Company or its Subsidiaries who is subject to the provisions of Section 16 of the Exchange Act), provided that such grants are consistent with guidelines established by the Committee from time to time.
5.Grant of Awards; Shares Subject to the Plan
Subject to Section 4 of the Plan, the Committee may, from time to time, grant Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses and/or Performance Compensation Awards to one or more Eligible Persons; provided, however, that:
(a)Subject to Section 13 of the Plan, the aggregate number of shares of Stock in respect of which Awards may be granted under the Plan is 46,344,000 shares;
(b)Shares of Stock shall be deemed to have been used in settlement of Awards whether they are actually delivered or the Fair Market Value equivalent of such shares is paid in cash, Notwithstanding the foregoing, shares of Stock that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with the exercise of any Option or Stock Appreciation Right under the Plan or the payment of any purchase price with respect to any other Award under the Plan, as well as any Shares exchanged by a Participant or withheld by the Company or any of its Affiliates to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available for future Awards under the Plan, and notwithstanding that a Stock Appreciation Right is settled by the delivery of a net number of shares of Stock, the full number of shares of Stock underlying such Stock Appreciation Right shall not be available for future Awards under the Plan. Shares of Stock, if any, that are repurchased by the Company using the proceeds received by the Company from the exercise of any Option or Stock Appreciation Right or from the payment of any purchase price with respect to any other Award shall not be added to the aggregate number of shares of Stock available for future Awards under the Plan. In accordance with (and without limitation upon) the foregoing, if and to the extent an Award under the Plan expires, terminates or is canceled for any reason whatsoever without the Participant having received any benefit therefrom, the shares covered by such Award shall again become available for future Awards under the Plan. For purposes of the foregoing sentence, a Participant shall not be deemed to have received any “benefit” (i) in the case of forfeited Restricted Stock Awards by reason of having enjoyed voting rights prior to the date of forfeiture or (ii) in the case of an Award canceled pursuant to Section 5(e) of the Plan by reason of a new Award being granted in substitution therefor;
(c)Stock delivered by the Company in settlement of Awards may be authorized and unissued Stock, Stock held in the treasury of the Company, Stock purchased on the open market or by private purchase, or a combination of the foregoing;
(d)Subject to Section 13 of the Plan, no person may be granted Options or SARs under the Plan during any calendar year with respect to more than 3,000,000 shares of Stock; and
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(e)Without limiting the generality of the preceding provisions of this Section 5, and subject to Section 16 (b) of the Plan, the Committee may, but solely with the Participant’s consent, agree to cancel any Award under the Plan and issue a new Award in substitution therefor upon such terms as the Committee may in its sole discretion determine, provided that the substituted Award satisfies all applicable Plan requirements and the requirements of any stock exchange and stock quotation system on or over which the Stock is listed or traded, as applicable, as of the date such new Award is granted.
6.Eligibility
Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.
7.Options
The Committee is authorized to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person; provided, however, that no Incentive Stock Option shall be granted to any Eligible Person who is not an employee of the Company or a Parent or Subsidiary. Each Option so granted shall be subject to the conditions set forth in this Section 7, or to such other conditions as may be reflected in the applicable Stock Option Agreement. All of the shares of Stock in respect of which Awards may be granted pursuant to Section 5(a) of the Plan may be granted in the form of Incentive Stock Options.
(a)Option Price. The exercise price (“Option Price”) per share of Stock for each Option shall be set by the Committee at the time of grant but shall not be less than (i) in the case of an Incentive Stock Option, and subject to Section 7(e) of the Plan, the Fair Market Value of a share of Stock on the Date of Grant, and (ii) in the case of a Nonqualified Stock Option, the par value of a share of Stock; provided, however, that Director Stock Options shall have an Option Price per share of Stock no less than the Fair Market Value of a share of Stock on the Date of Grant.
(b)Manner of Exercise and Form of Payment. No shares of Stock shall be delivered pursuant to any exercise of an Option until payment in full of the Option Price therefor is received by the Company. Options which have become exercisable may be exercised by delivery of written notice of exercise to the Committee accompanied by payment of the Option Price. The Option Price shall be payable (i) in cash and/or shares of 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 such shares of Stock are 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 Stock subject to the Option, sufficient to pay the Option Price or (iii) by such other method as the Committee may allow. 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, 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.
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(c)Vesting, Option Period and Expiration. Options, other than Director Stock Options, shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the Option expires.
(d)Stock Option Agreement - Other Terms and Conditions. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement. Except as specifically provided otherwise in such Stock Option Agreement, each Option granted under the Plan shall be subject to the following terms and conditions:
(i)Each Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof.
(ii)No shares of Stock shall be delivered pursuant to any exercise of an Option until the Company has received full payment of the Option Price therefor. Each Option shall cease to be exercisable, as to any share of Stock, when the Participant purchases the share or exercises a related SAR or when the Option expires.
(iii)Subject to Section 12(k) of the Plan, Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by the Participant.
(iv)Each Option (other than Director Stock Options) shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Committee and set forth in the Stock Option Agreement.
(v)At the time of any exercise of an Option, the Committee may, in its sole discretion, require a Participant to deliver to the Committee a written representation that the shares of Stock to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof and any other representation deemed necessary by the Committee to ensure compliance with all applicable federal and state securities laws. Upon such a request by the Committee, delivery of such representation prior to the delivery of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to purchase any shares. In the event certificates for Stock are delivered under the Plan with respect to which such investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable federal or state securities laws.
(vi)Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date such Participant makes a disqualifying disposition of any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable
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Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Stock.
(vii)A Stock Option Agreement may, but need not, include a provision whereby a Participant may elect, at any time before the termination of the Participant’s employment with the Company, to exercise the Option as to any part or all of the shares of Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Stock so purchased may be subject to a share repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate. The Company shall not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following the exercise of the Option unless the Committee otherwise specifically provides in a Stock Option Agreement
(e)Incentive Stock Option Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company or of a Subsidiary or Parent, the Option Period shall not exceed five years from the Date of Grant of such Option and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option.
(f)$100,000 Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the Date of Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.
(g)Director Stock Options.
(i)Notwithstanding any of this Section 7 to the contrary, on the date any person first becomes a Non-Employee Director (or such later date as may be determined by the Board), such person shall be automatically granted, without further action by the Board, a Nonqualified Stock Option to purchase such number of shares of Stock as shall be determined by the Board to be necessary for such Nonqualified Stock Option to have an aggregate grant date value (based on the Black-Scholes option valuation model) of $100,000 (or such other amount that the Board may establish in advance with respect to any subsequent appointment or election of a Non-Employee Director).
(ii)All Options granted to Non-Employee Directors pursuant to Section 7(g)(i) of the Plan shall hereinafter be referred to as “Director Stock Options” and shall be subject to the following conditions:
(A)Option Price. All Directors Stock Options shall have an Option Price per share equal to the Fair Market Value of a share of Stock on the Date of Grant
(B)Vesting. All Director Stock Options shall vest and become exercisable over a period of five years at the rate of 20% on each of the five consecutive anniversaries of the applicable Date of Grant, provided the Non-Employee Director’s service as a director continues through each such anniversary.
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(C)Term. The term of each Director Stock Option (the “Director Option Term”), after which each such Director Stock Option shall expire, shall be ten years from the Date of Grant.
(D)Expiration. If, prior to the expiration of the Director Option Term of a Director Stock Option, a Non-Employee Director shall cease to be a member of the Board, the Director Stock Option shall expire on the earlier of the expiration of the Director Option Term or (i) one year after such cessation on account of the death of the Non-Employee Director or (ii) three months after the date of such cessation for any other reason. In the event a Non-Employee Director ceases to be a member of the Board for any reason, any unexpired Director Stock Option shall thereafter be exercisable until its expiration only to the extent that such Option was exercisable at the time of such cessation, except in the case of a cessation on account of the death of the Non-Employee Director, in which case such Option shall be fully exercisable.
(E)Director Stock Option Agreement. Each Director Stock Option shall be evidenced by a Director Stock Option Agreement, which shall contain such additional provisions as may be determined by the Board.
8.Stock Appreciation Rights
Any Option granted under the Plan may include SARs, either at the Date of Grant or, except in the case of an Incentive Stock Option, by subsequent amendment. The Committee also may award SARs to Eligible Persons independent of any Option. A SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose, including, but not limited to, the following:
(a)Vesting, Transferability and Expiration. A SAR granted in connection with an Option shall become exercisable, be transferable and shall expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall become exercisable, be transferable and shall expire in accordance with a vesting schedule, transferability rules and expiration provisions as established by the Committee and reflected in an Award agreement.
(b)Automatic exercise. If on the last day of the Option Period (or in the case of a SAR independent of an option, the period established by the Committee after which the SAR shall expire), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option, and neither the SAR nor the corresponding Option has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.
(c)Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one share of Stock on the exercise date over the Strike Price. The Company shall pay such excess in cash, in shares of Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Fractional shares shall be settled in cash.
(d)Method of Exercise. A Participant may exercise a SAR at such time or times as may be determined by the Committee at the time of grant by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to be exercised, and the date on which such SARs were awarded.
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(e)Expiration. Except as otherwise provided in the case of SARs granted in connection with Options, a SAR shall expire on a date designated by the Committee which is not later than ten years after the Date of Grant of the SAR.
9.Restricted Stock and Restricted Stock Units
(a)Award of Restricted Stock and Restricted Stock Units.
(i)The Committee shall have the authority (A) to grant Restricted Stock and Restricted Stock Units to Eligible Persons, (B) to issue or transfer Restricted Stock to Participants, and (C) to establish terms, conditions and restrictions applicable to such Restricted Stock and Restricted Stock Units, including the Restricted Period, as applicable, which may differ with respect to each grantee, the time or times at which Restricted Stock or Restricted Stock Units shall be granted or become vested and the number of shares or units to be covered by each grant. Notwithstanding any vesting dates set by the Committee for any Restricted Stock or Restricted Stock Units, the Committee may, in its sole discretion, accelerate the vesting of such Restricted Stock or Restricted Stock Units.
(ii)Each Participant granted Restricted Stock shall execute and deliver to the Company an Award agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines that the Restricted Stock shall be held in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Committee and (B) the appropriate blank stock powers with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock powers, the Award shall be null and void. Subject to the restrictions set forth in Section 9(b) of the Plan, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. Cash dividends and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and at the discretion of the Committee, interest may be credited on the amount of cash dividends withheld at a rate and subject to such terms as determined by the Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such cash dividends, stock dividends or earnings.
(iii)Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued and, if it so determines, deposited together with the stock powers with an escrow agent designated by the Committee. If an escrow arrangement is used, the Committee may cause the escrow agent to issue to the Participant a receipt evidencing any stock certificate held by it, registered in the name of the Participant.
(iv)The terms and conditions of a grant of Restricted Stock Units shall be reflected in a written Award agreement. No shares of Stock shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the payment of any such Award. At the discretion of the Committee, each Restricted Stock Unit (representing one share of Stock) may be credited with cash and stock dividends paid by the Company in respect of one share of Stock (“Dividend
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Equivalents”). Such Dividend Equivalents shall be withheld by the Company for the Participant’s account, and at the discretion of the Committee, interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividends Equivalents.
(b)Restrictions.
(i)Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Award agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions on transferability set forth in the Award agreement; (C) the shares shall be subject to forfeiture to the extent provided in Section 9(d) of the Plan and the applicable Award agreement and (D) to the extent such shares are forfeited, the stock certificates shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder shall terminate without further obligation on the part of the Company.
(ii)Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable Award agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award agreement.
(iii)The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Restricted Stock or Restricted Stock Units are granted, such action is appropriate.
(c)Restricted Period. The Restricted Period of Restricted Stock and Restricted Stock Units shall commence on the Date of Grant and shall expire from time to time as to that part of the Restricted Stock and Restricted Stock Units indicated in a schedule established by the Committee in the applicable Award agreement.
(d)Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in Section 9(b) of the Plan and the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or the Participant’s beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends credited to the Participant’s account with respect to such Restricted Stock and the interest thereon, if any.
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Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or the Participant’s beneficiary, without charge, one share of Stock for each such outstanding Restricted Stock Unit (“Vested Unit”) and cash equal to any Dividend Equivalents credited with respect to each such Vested Unit in accordance with Section 9(a)(iv) of the Plan and the interest thereon, if any; provided, however, that, if explicitly provided in the applicable Award agreement, the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Stock in lieu of delivering only shares of Stock for Vested Units or (ii) delay the delivery of Stock (or cash or part Stock and part cash, as the case may be) beyond the expiration of the Restricted Period. If a cash payment is made in lieu of delivering shares of Stock, the amount of such payment shall be equal to the Fair Market Value of the Stock as of the date on which the Restricted Period lapsed with respect to such Vested Unit.
(e)Stock Restrictions. Each certificate (if any) representing Restricted Stock awarded under the Plan shall bear a legend substantially in the form of the following until the lapse of all restrictions with respect to such Stock as well as any other information the Company deems appropriate:
Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan and a Restricted Stock Purchase and Award Agreement, dated as of     , between Las Vegas Sands Corp. and     . A copy of such Plan and Agreement is on file at the offices of Las Vegas Sands Corp. Stop transfer orders shall be entered with the Company's transfer agent and registrar against the transfer of legended securities.
Notwithstanding anything in the Plan to the contrary, any Restricted Stock awards under the Plan may, in the Company’s sole discretion, be issued in uncertificated form pursuant to the customary arrangements for issuing shares of Stock in such form.
(f)Director Restricted Stock. Notwithstanding any of this Section 9 to the contrary, on the date of each of the Company’s annual meetings of stockholders, each Non-Employee Director shall be automatically granted, without further action by the Board, shares of Restricted Stock having an aggregate Fair Market Value on the Date of Grant equal to $200,000 (or such other amount that the Board may establish in advance with respect to any subsequent annual meetings of stockholders) in respect of the year of service commencing on the date of such annual meeting. All such shares of Restricted Stock granted to Non-Employee Directors shall hereinafter be referred to as “Director Restricted Stock” and shall contain the following provisions:
(i)Restricted Period. The Restricted Period in respect of Director Restricted Stock shall expire on the earlier to occur of (x) the one-year anniversary of the applicable Date of Grant and (y) the date of the Company’s annual meeting of stockholders occurring in the calendar year following the calendar year in which the applicable Date of Grant occurs; provided, that the Non-Employee Director continues to serve as a member of the Board through such expiration of the Restricted Period or, if earlier, the date of the Non-Employee Director’s death.
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(ii)Forfeiture. Except as provided in subsection (i) of this Section 9(f), if a Non-Employee Director shall cease to be a member of the Board for any reason prior to the expiration of the Restricted Period as to any Director Restricted Stock, such Director Restricted Stock shall be forfeited in its entirety.
(iii)Director Restricted Stock Agreement. Each Award of Director Restricted Stock shall be evidenced by a Director Restricted Stock Agreement, which shall contain such additional provisions as may be determined by the Board.
(iv)Non-Employee Director Election. Each Non-Employee Director may elect, in accordance with procedures established by the Committee, to receive a grant of Restricted Stock Units in lieu of each automatic annual award of shares of Director Restricted Stock, any such grant of Restricted Stock Units to have the same Fair Market Value, Restricted Period and other terms as the applicable grant of Director Restricted Stock. Notwithstanding the foregoing, any Non-Employee Director who elects to receive Restricted Stock Units may elect the settlement date for the Restricted Stock Units, provided that the settlement date for such Restricted Stock Units shall not be earlier than the date on which the Restricted Period lapses.
10.Stock Bonus Awards
The Committee may issue unrestricted Stock, or other Awards denominated in Stock, under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine. A Stock Bonus Award under the Plan shall be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions.
11.Performance Compensation Awards and Other Performance-Based Awards
(a)General. The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10 of the Plan, to grant performance-based Awards under the Plan and (other than Options and Stock Appreciation Rights granted with an exercise price or grant price, as the case may be, equal to or greater than the Fair Market Value per share of Stock on the date of grant), to designate such Award as a Performance Compensation Award.
(b)Eligibility. The Committee will, in its sole discretion, designate which Participants will be eligible to receive Performance Compensation Awards or any other performance-based Awards in respect of such Performance Period. However, designation of a Participant eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award or any other performance-based Award for such Performance Period. The determination as to whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award or any other performance-based Award shall be decided solely in accordance with the provisions of this Section 11. Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder in such period or in any other period.
(c)Discretion of Committee with Respect to Performance Compensation Awards and Other Performance-Based Awards. With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period, the type(s)
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of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply to the Company and the Performance Formula.
(d)Payment of Performance Compensation Awards.
(i)Condition to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.
(ii)Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Participant’s Performance Award has been earned for the Performance Period.
(iii)Determination of Performance. Following the completion of a Performance Period, the Committee shall determine whether, and to what extent, the Performance Goals for the Performance Period have been achieved. The Committee shall then determine the actual size of each Participant’s Award for the Performance Period and, in so doing, may apply Negative Discretion in accordance with Section 11(d)(iv) of the Plan, if and when it deems appropriate.
(iv)Use of Discretion. In determining the actual size of an individual Award for a Performance Period, the Committee may reduce or eliminate the amount of the Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion to (a) grant or provide payment in respect of Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (b) increase an Award above the maximum amount payable under Sections 5(d) or 11(d)(vi) of the Plan.
(v)Timing of Award Payments. Unless otherwise provided in the applicable Award agreement, Performance Compensation Awards and any other performance-based Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the determinations required by this Section 11.
(vi)Maximum Award Payable. Notwithstanding any provision contained in this Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant under the Plan for a Performance Period is 3,000,000 shares of Stock or, in the event the Performance Compensation Award is paid in cash, the equivalent cash value thereof on the first or last day of the Performance Period to which such Award relates, as determined by the Committee. Furthermore, any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (A) with respect to Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (B) with respect to a Performance Compensation Award that is payable in shares of Stock, by an amount greater than the appreciation of a share of Stock from the date such Award is deferred to the payment date.
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12.General
(a)Additional Provisions of an Award. Awards to a Participant under the Plan also may be subject to such other provisions (whether or not applicable to Awards granted to any other Participant) as the Committee determines appropriate, including, without limitation, provisions to assist the Participant in financing the purchase of Stock upon the exercise of Options (provided, that the Committee determines that providing such financing does not violate the Sarbanes-Oxley Act of 2002), provisions for the forfeiture of or restrictions on resale or other disposition of shares of Stock acquired under any Award, provisions giving the Company the right to repurchase shares of Stock acquired under any Award in the event the Participant elects to dispose of such shares, provisions allowing the Participant to elect to defer the receipt of payment in respect of Awards for a specified period or until a specified event, and provisions to comply with Federal and state securities laws and Federal and state tax withholding requirements. Any such provisions shall be reflected in the applicable Award agreement.
(b)Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of shares of Stock which are subject to Awards hereunder until such shares have been issued to that person. At the discretion of the Committee, each Award (representing one share of Stock) may be credited with cash and stock dividends or Dividend Equivalents, as applicable. Such Dividend Equivalents shall be withheld by the Company for the Participant’s account, and at the discretion of the Committee, interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to any particular Award (and earnings thereon, if applicable) shall be distributed to the Participant upon vesting or settlement of such Award, as applicable, and, if such Award is forfeited, the Participant shall have no right to such Dividends Equivalents.
(c)Government and Other Regulations. The obligation of the Company to grant or settle Awards in Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to an Award made or granted hereunder unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.
(d)Tax Withholding.
(i)A Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold from any shares of Stock or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Stock or other property) of any required income tax withholding and payroll taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to
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take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding and taxes.
(ii)Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability or such other amount as may be permitted by applicable law and accounting standards) by (A) the delivery of Mature Shares owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Stock otherwise issuable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability.
(e)Claim to Awards and Employment or Service Rights. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate.
(f)Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon the Participant’s death. A Participant may, from time to time, revoke or change the Participant’s beneficiary designation without the consent of any prior beneficiary, by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be the Participant’s spouse or, if the Participant is unmarried at the time of death, the Participant’s estate.
(g)Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for such person’s affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or such person’s estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to such person’s spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(h)No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on such member’s behalf in such member’s capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws (in each case as may be amended and/or
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restated), as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
(i)Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Nevada applicable to contracts made and performed wholly within the State of Nevada and, to the extent applicable, the Nevada Gaming Laws.
(j)Funding. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.
(k)Nontransferability.
(i)Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
(ii)Notwithstanding the foregoing, subject to compliance with applicable law, the Committee may, in its sole discretion, permit Awards other than Incentive Stock Options to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to:
(A)any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively, the “Immediate Family Members”);
(B)a trust solely for the benefit of the Participant and such Participant’s Immediate Family Members;
(C)a partnership or limited liability company whose only partners or shareholders are the Participant and such Participant’s Immediate Family Members; or
(D)any other transferee as may be approved either (a) by the Board or the Committee in its sole discretion, or (b) as provided in the applicable Award agreement;
(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.
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(iii)The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate, (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise, and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.
(l)Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any person or persons other than such member.
(m)Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.
(n)Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates.
(o)Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.
(p)Termination of Employment. Unless an applicable Award agreement provides otherwise, for purposes of the Plan a person who transfers from employment or service with the Company to employment or service with an Affiliate or vice versa shall not be deemed to have terminated employment or service with the Company or an Affiliate.
(q)Severability. If any provision of the Plan or any Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect
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13.Changes in Capital Structure
With respect to Awards granted under the Plan and any agreements evidencing such Awards, the maximum number of shares of Stock subject to all Awards stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Awards during any period stated in Sections 5(d) or 11(d)(vi) of the Plan, the Committee shall make an equitable adjustment or substitution, in order to prevent substantial enlargement or dilution of a Participant’s rights in a manner consistent with the purposes of the Plan, as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan; provided, however, that the manner of any such equitable adjustment shall be determined by the Committee in its sole discretion. Any adjustment in Incentive Stock Options under this Section 13 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 13 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
Notwithstanding the above, in the event of any of the following in which the outstanding Awards are not assumed or substituted in connection therewith:
(a)The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by stockholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b)All or substantially all of the assets of the Company are acquired by another person;
(c)The reorganization or liquidation of the Company; or
(d)The Company shall enter into a written agreement to undergo an event described in clauses A, B or C above,
then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards and cause the holders thereof to be paid, in cash or stock, or any combination thereof, the value of such Awards (if any) based upon the price per share of Stock received or to be received by other stockholders of the Company in the event; provided, however, that if the Option Price or Strike Price of any outstanding Award is equal to or greater than the value of such Award as determined in accordance with this Section 13, the
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Committee may cancel such Award without the payment of any consideration to the Participant. The terms of this Section 13 may be varied by the Committee in any particular Award agreement.
14.Effect of Change in Control
(a)Except to the extent provided in a particular Award agreement or in any existing employment, consulting or any other agreement between the Participant and the Company or an Affiliate, in the event that (a) a Change in Control occurs and (b) either (x) an outstanding Award is not assumed or substituted in connection therewith or (y) an outstanding Award is assumed or substituted in connection therewith and the Participant’s employment or service is terminated by the Company, its successor or an Affiliate thereof without Cause or by the Participant for Good Reason (if applicable), in either case on or after the effective date of the Change in Control but prior to twelve (12) months following the Change in Control, then:
(i)any unvested or unexercisable portion of any Awards carrying a right to exercise shall become fully vested and exercisable; and
(ii)the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to any Awards shall lapse and such Awards shall be deemed fully vested, and any performance conditions imposed with respect to such Awards shall be deemed to be achieved at actual performance levels (as determined by the Committee).
For purposes of this Plan, an outstanding Award shall be considered to be assumed or substituted for if, following the Change in Control, the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change in Control except that, if the Award related to shares of Stock, the Award instead confers the right to receive common stock of the acquiring entity (or such other security or entity as may be determined by the Committee, in its sole discretion, pursuant to Section 13 of the Plan). In addition, for purposes of this Plan, “Good Reason” has the meaning assigned to such term in the Award agreement or in any existing employment, consulting or any other agreement between the Participant and the Company or an Affiliate; provided that in the absence of such an agreement, or if such agreement does not define “Good Reason,” Good Reason and any provision of the Plan that refers to Good Reason shall not be applicable to such Participant
(b)In addition, in the event of a Change in Control in which the outstanding Awards are not assumed or substituted in connection therewith, the Committee may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards (if any) based upon the price per share of Stock received or to be received by other stockholders of the Company in the event; provided, however, that if the Option Price or Strike Price of any outstanding Award is equal to or greater than the value of such Award as determined in accordance with this Section 14(b), the Committee may cancel such Award without the payment of any consideration to the Participant.
(c)The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participants’ rights under the Plan in any
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agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.
15.Nonexclusivity of the Plan
Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or other awards otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.
16.Amendments and Termination
(a)Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including as necessary to comply with any applicable stock exchange listing requirement); and provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.
(b)Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant or any holder or beneficiary of any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary; and provided, further, that, without stockholder approval, (i) no amendment or modification may reduce the Option Price of any Option and (ii) the Committee may not cancel any outstanding Option and replace it with a new Option (with a lower Option Price) or any other award in a manner which would be reportable on the Company’s proxy statement as Options which have been “repriced” (as such term is used in Item 402 of Regulation S-K promulgated under the Exchange Act).
17.Section 409A of the Code
The Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law
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requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant’s death, if earlier). The Board or the Committee shall have the sole authority to make any accelerated distributions permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants with respect to any Award treated as deferred compensation, provided that such distributions meets the requirements of Treas. Reg. Section 1.409A-3(j)(4). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
18.Clawback Policy.
Notwithstanding any other provisions in the Plan, any Award which is subject to recovery under any law, government regulation, stock exchange listing requirement or Company policy, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement), including, without limitation, the Company’s Forfeiture of Improperly Received Compensation Policy, effective January 23, 2018, as may be amended from time to time, and the Company’s Clawback Policy, effective December 1, 2023 (together, the “Clawback Policies”). By accepting any Award under the Plan, a Participant knowingly, voluntarily and irrevocably consents to and agrees to be bound by and subject to the terms and conditions of the Clawback Policies, including that (i) the Participant will return any erroneously awarded compensation that is required to be repaid in accordance with the Clawback Policies, (ii) any Award that Participant receives, have received or may become entitled to receive from the Company pursuant to the Plan is subject to the Clawback Policies, and the Clawback Policies may affect such Award, and (iii) Participant has no right to indemnification, insurance payments or other reimbursement by or from the Company for any Award that is subject to recoupment and/or forfeiture under the Clawback Policies.

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Exhibit 10.6

Approved April 20, 2026

Las Vegas Sands Corp.
AMENDED AND RESTATED 2004 EQUITY AWARD PLAN
RESTRICTED STOCK UNITS AWARD AGREEMENT
THIS RESTRICTED STOCK UNITS AWARD AGREEMENT (the “Agreement”), is made, effective as of the [          ]  day of [                    ], 20[     ], (hereinafter the “Date of Grant”), between Las Vegas Sands Corp., a Nevada corporation (the “Company”), and [INSERT NAME] (the “Participant”).
R E C I T A L S:

WHEREAS, the Company has adopted the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (as amended from time to time, the “Plan”), pursuant to which awards of Restricted Stock Units with respect to shares of the Company’s Common Stock may be granted; 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 the award of Restricted Stock Units provided for herein to the Participant in recognition of the Participant’s services to the Company, such grant to be subject to the terms set forth 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:
1.Grant of Restricted Stock Units Award. The Company hereby grants on the Date of Grant to the Participant a total of [INSERT NUMBER] Restricted Stock Units (the “Award”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. Such Restricted Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “Account”). On any given date, the value of each Restricted Stock Unit comprising the Award shall equal the Fair Market Value of one share of Common Stock. The Award shall vest and be settled in accordance with Section 3 hereof.
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)Vesting. Except as otherwise provided in the Plan and this Agreement, the Award shall vest with respect to [INSERT PERCENTAGE] percent ([          ]%) of the Restricted Stock Units subject thereto on each of the first through [                    ] anniversaries of the [Date of Grant], subject to the Participant’s continued employment on each such date. Each day on which a portion of the Award vests is referred to herein as a “Vesting Date”.
(b)Settlement. The Company shall settle the portion of the Award that is vested as soon as practicable, and in no event later than 30 days following the applicable Vesting Date and shall therefore (i) issue and deliver to the Participant one share of Common Stock for each Restricted Stock Unit subject to the Award that has vested (the “RSU Shares”), with any fractional shares paid out in cash (and, upon such settlement, the Restricted Stock Units shall cease to be credited to the Account) and (ii) enter the Participant’s name as a stockholder of record with respect to the RSU Shares on the books of the Company. Alternatively, the Committee may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the Award solely in RSU Shares. If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the Fair Market Value as of the Vesting Date of the RSU Shares settled in cash.
(c)Dividend Equivalents. If on any date that Restricted Stock Units remain credited to the Account, dividends are paid by the Company on outstanding shares of its Common Stock (“Shares”) (each, a “Dividend Payment Date”), then the Participant’s Account shall, as of each such Dividend Payment Date, be credited with an amount (each such amount, a “Dividend Equivalent Amount”) equal to the product of (i) the number of Restricted Stock Units in the Account as of the Dividend Payment Date and (ii) the per Share cash amount of such dividend (or, in the case of a dividend payable in Shares or other property, the per Share equivalent cash value of such dividend as determined in good faith by the Committee). On each applicable settlement date, in connection with the settlement and delivery of RSU Shares as contemplated by Section 3(b), the Participant shall be entitled to receive a payment, without interest, of an amount in cash equal to the accumulated Dividend Equivalent Amounts in respect of the RSU Shares so delivered.
(d)Taxes. Upon the settlement of the Award in accordance with Section 3(b) hereof, the Participant shall recognize taxable income in respect of the Award, and the Company shall report such taxable income to the appropriate taxing authorities in respect of the Award as it determines to be necessary and appropriate. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Award, an amount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax laws with respect to the Award. Such payment may be made in the form of cash. The Participant also may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (i) the delivery of Mature Shares owned by the Participant having a Fair Market Value equal to such withholding liability or (ii) having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that any fractional shares of Common Stock resulting from clauses (i) and (ii) shall be immediately settled in cash.
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(e)Effect of Termination of Employment or Services. Notwithstanding anything specifically provided in an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shall apply to the Award:
(i)Except as provided in this Section 3(e), unvested Restricted Stock Units shall be forfeited without consideration by the Participant upon the Participant’s termination of employment or services with the Company for any reason prior to the applicable Vesting Date, including any termination of employment for Cause.
(ii)Upon termination of the Participant’s employment by the Company without Cause or by the Participant for Good Reason (in each case, prior to a Change in Control or more than 24 months following a Change in Control), the pro-rata portion of the Participant’s unvested Restricted Stock Units that would have vested through the date of termination (calculated on a straight line basis based on the number of days from the later to occur of the Date of Grant or the most recent Vesting Date as described in Section 3(a) through the date of termination) shall vest immediately and the remainder of the Participant’s unvested Restricted Stock Units shall be forfeited.
(iii)Upon termination of the Participant’s employment by the Company without Cause or by the Participant for Good Reason, in each case within 24 months following a Change in Control, 100% of the Participant’s unvested Restricted Stock Units shall vest immediately.
(iv)Upon the termination of the Participant’s employment or services due to death or Disability, 100% of the Participant’s unvested Restricted Stock Units shall vest immediately.
(v)Upon the Participant’s Retirement, each of the Participant’s unvested Restricted Stock Units that have been outstanding for at least six months prior to date of such Retirement shall vest immediately and the remainder of the Participant’s unvested Restricted Stock Units shall be forfeited.
(vi)For purposes of this Agreement, “Cause” and “Good Reason” shall each have the meaning assigned to such term in the employment agreement between the Participant and the Company and “Retirement” shall mean the Participant’s termination of employment upon obtaining age 55 with at least 10 years of service with the Company.
(f)Status as Employee or Consultant. For the sake of clarity, if (A) the Participant’s relationship with the Company or any Affiliate changes from employee to consultant or independent contractor, or from consultant or independent contractor to employee, or (B) the Participant transfers from employment or service with the Company, to employment or service with any Affiliate of the Company, or vice-versa, or from employment or service with any Affiliate of the Company to employment or service with any other Affiliate of the Company, the Participant shall not be deemed to have terminated employment or service for purposes of this Agreement.
(g)Rights as a Stockholder. The Participant acknowledges and agrees that, with respect to the Restricted Stock Units credited to his Account, he has no voting rights with respect thereto unless and until such Restricted Stock Units are settled in RSU Shares pursuant to Section 3(b) hereof. Upon and following each Vesting Date, the Participant shall be the record owner of the RSU Shares settled upon such applicable date unless and until such RSU Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common
3

stockholder of the Company, including, without limitation, voting rights, if any, with respect to the RSU Shares. Prior to the first Vesting Date, the Participant shall not be deemed for any purpose to be the owner of shares of Common Stock underlying the Restricted Stock Units.
(h)Transferability. The Award may not at any time prior to vesting be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
(i)Compliance with Legal Requirements. The granting and delivery of the RSU Shares, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of the RSU Shares as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the RSU Shares in compliance with applicable laws, rules and regulations.
4.Miscellaneous.
(a)Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:
if to the Company:
Las Vegas Sands Corp.
5420 S Durango Dr
Las Vegas, Nevada 89113
Attn: Office of the General Counsel
if to the Participant, at the Participant’s last known address on file with the Company.
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
(b)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
(c)General Assets. All amounts credited to the Account under this Agreement shall continue for all purposes to be part of the general assets of the Company. The Participant’s interest in the Account shall make the Participant only a general, unsecured creditor of the Company.
(d)No Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee,
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consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.
(e)Bound by Plan. By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
(f)Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
(g)Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
(h)Entire Agreement; Effect of Employment Agreement, etc.; Amendment. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, negotiations and agreements in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.
(i)GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
(j)JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.
(k)Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
(l)Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
(m)Clawback Policy. By accepting the Award, the Participant knowingly, voluntarily and irrevocably consents to and agrees to be bound by and subject to the terms and conditions of the Clawback Policies, including that (i) the Participant will return any erroneously awarded
5

compensation that is required to be repaid in accordance with the Clawback Policies, (ii) any Award that the Participant receives, has received or may become entitled to receive from the Company pursuant to the Plan is subject to the Clawback Policies, and the Clawback Policies may affect such Award, and (iii) the Participant has no right to indemnification, insurance payments or other reimbursement by or from the Company for any Award that is subject to recoupment and/or forfeiture under the Clawback Policies.
(n)Stock Ownership Requirements. By accepting the Award, the Participant knowingly, voluntarily and irrevocably consents to and agrees to be bound by and subject to the terms and conditions of any stock ownership guidelines or requirements adopted (or that may be adopted) by the Company, including, without limitation, the Company’s Stock Ownership Requirements For Executive Officers And Directors.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above.
 
Las Vegas Sands Corp.
 By:

  
Name:   
Title:     
   
[Name of Participant]
6
Exhibit 10.7

Approved April 20, 2026

Las Vegas Sands Corp.
AMENDED AND RESTATED 2004 EQUITY AWARD PLAN
PERFORMANCE STOCK UNITS AWARD AGREEMENT
THIS PERFORMANCE STOCK UNITS AWARD AGREEMENT (the “Agreement”), is made, effective as of the [          ]  day of [                    ], 20[  ], (hereinafter the “Date of Grant”), between Las Vegas Sands Corp., a Nevada corporation (the “Company”), and [INSERT NAME] (the “Participant”).
R E C I T A L S:

WHEREAS, the Company has adopted the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (as amended from time to time, the “Plan”), pursuant to which awards of performance-based Restricted Stock Units (“Performance Stock Units”) with respect to shares of the Company’s Common Stock may be granted; 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 the award of Performance Stock Units provided for herein to the Participant in recognition of the Participant’s services to the Company, such grant to be subject to the terms set forth 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:
1.Grant of Performance Stock Units Award. The Company hereby grants on the Date of Grant to the Participant a target number of [INSERT NUMBER] Performance Stock Units (the “Award”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. Such Performance Stock Units shall be credited to a separate account maintained for the Participant on the books of the Company (the “Account”). On any given date, the value of each Performance Stock Unit comprising the Award shall equal the Fair Market Value of one share of Common Stock. The Award shall vest and be settled in accordance with Section 3 hereof.
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)Vesting. As soon as practicable following the end of the Performance Period set forth in Annex A (but in no event later than March 15 of the calendar year following the calendar year in which the end of the Performance Period occurs), the Committee will determine the number of earned Performance Stock Units equal to the target number of such Performance Stock Units multiplied by a performance factor (a “Performance Factor” and such earned Performance Stock Units, the “Earned PSUs”). The Earned PSUs shall vest upon such certification, subject to Participant’s continued employment through such date (the “Certification Date”). The Performance Factor for the Performance Period will be determined based on the level of achievement, over the course of the Performance Period, of the performance goals set forth in Annex A hereto. The Participant understands and acknowledges that the Performance Factor may be zero if applicable minimum goals are not met, and that the Performance Factor may not exceed the maximum amount set forth in Annex A. Any Performance Stock Units that do not become Earned PSUs shall be immediately cancelled and forfeited without consideration.
(b)Settlement. The Company shall settle vested Performance Stock Units as soon as practicable, and in no event later than thirty (30) days following the date on which such Performance Stock Unit vested in accordance with the terms and conditions hereof (the “Vesting Date”), and, upon such settlement, the Company shall (i) issue and deliver to the Participant one share of Common Stock for each vested Performance Stock Unit (the “PSU Shares”), with any fractional shares paid out in cash (and, upon such settlement, the Performance Stock Units shall cease to be credited to the Account) and (ii) enter the Participant’s name as a stockholder of record with respect to the PSU Shares on the books of the Company. Alternatively, the Committee may, in its sole discretion, elect to pay cash or part cash and part PSU Shares in lieu of settling the Award solely in PSU Shares. If a cash payment is made in lieu of delivering PSU Shares, the amount of such payment shall be equal to the Fair Market Value as of the Vesting Date of the PSU Shares settled in cash.
(c)Dividend Equivalents. If on any date that Performance Stock Units remain credited to the Account, dividends are paid by the Company on outstanding shares of its Common Stock (“Shares”) (each, a “Dividend Payment Date”), then the Participant’s Account shall, as of each such Dividend Payment Date, be credited with an amount (each such amount, a “Dividend Equivalent Amount”) equal to the product of (i) the target number of Performance Stock Units in the Account as of the Dividend Payment Date and (ii) the per Share cash amount of such dividend (or, in the case of a dividend payable in Shares or other property, the per Share equivalent cash value of such dividend as determined in good faith by the Committee). At the end of the Performance Period, the aggregate Dividend Equivalent Amount will be adjusted to reflect the Dividend Equivalent Amount that would have been credited to the Participant’s Account as of the Date of Grant if such calculations had been based on the Earned PSUs. On each settlement date, in connection with the settlement and delivery of PSU Shares as contemplated by Section 3(b), the Participant shall be entitled to receive a payment, without interest, of an amount in cash equal to the accumulated Dividend Equivalent Amounts in respect of the PSU Shares so delivered.
(d)Taxes. Upon the settlement of the Award in accordance with Section 3(b) hereof, the Participant shall recognize taxable income in respect of the Award, and the Company shall report such taxable income to the appropriate taxing authorities in respect of the Award as it determines to be necessary and appropriate. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Award, an amount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax laws with respect to the Award. Such payment may be made in the form of cash. The Participant also may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (i) the delivery of
2

Mature Shares owned by the Participant having a Fair Market Value equal to such withholding liability or (ii) having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that any fractional shares of Common Stock resulting from clauses (i) and (ii) shall be immediately settled in cash.
(e)Effect of Termination of Employment or Services; Change in Control. Notwithstanding anything specifically provided in an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shall apply to the Award:
(i)Except as provided in this Section 3(e), unvested Performance Stock Units shall be forfeited without consideration by the Participant upon the Participant’s termination of employment or services with the Company for any reason prior to the Certification Date, including any termination of employment for Cause.
(ii)Termination of Employment or Services without Cause or by the Participant for Good Reason Prior to a Change in Control or More Than 24 Months Following a Change in Control
(A)Upon termination of the Participant’s employment by the Company without Cause or by the Participant for Good Reason (in each case, prior to a Change in Control), the pro-rata portion of the Participant’s unvested Performance Stock Units that would have vested through the date of termination (calculated on a straight line basis based on the number of days from the Date of Grant through the date of termination), shall remain outstanding and eligible to vest based on actual performance at the end of the Performance Period determined in accordance with Section 3(a), and the remainder of the Participant’s unvested Performance Stock Units shall be forfeited.
(B)Upon termination of the Participant’s employment by the Company without Cause or by the Participant for Good Reason (in each case, more than 24 months following a Change in Control), the pro-rata portion of the Participant’s unvested Post-Change in Control Performance Stock Units (as determined in accordance with Section 3(e)(v)) that would have vested through the date of termination (calculated on a straight line basis based on the number of days from the Date of Grant through the date of termination), shall remain outstanding and vest at the end of the Performance Period, and the remainder of the Participant’s unvested Performance Stock Units shall be forfeited.
(iii)Termination of Employment or Services without Cause or by the Participant for Good Reason within 24 Months Following a Change in Control
(A)Upon termination of the Participant’s employment by the Company without Cause or by the Participant for Good Reason, in each case within 24 months following a Change in Control, 100% of the Participant’s unvested Post-Change in Control Performance Stock Units (as determined in accordance with Section 3(e)(v)) shall vest immediately.
(iv)Termination of Employment Due to Death or Disability; Retirement
(A)Upon the termination of the Participant’s employment or services due to death or Disability, 100% of the target number of the Participant’s unvested Performance Stock Units (in the event such termination occurs prior to a Change in Control), or 100% of the Participant’s unvested Post-Change in Control Performance Stock Units (as determined in
3

accordance with Section 3(e)(v)) (in the event such termination occurs following a Change in Control), as applicable, shall vest immediately.
(B)Upon the Participant’s Retirement prior to a Change in Control or more than 24 months following a Change in Control, the pro-rata portion of the Participant’s unvested Performance Stock Units or Post-Change in Control Performance Stock Units (as determined in accordance with Section 3(e)(v)), as applicable, that would have vested through the date of termination (calculated on a straight line basis based on the number of days from the Date of Grant through the date of termination), shall remain outstanding and eligible to vest (and in the case of any unvested Performance Stock Units, based on actual performance determined in accordance with Section 3(a)) at the end of the Performance Period, and the remainder of the Participant’s unvested Performance Stock Units or Post-Change in Control Performance Stock Units, as applicable, shall be forfeited.
(C)Upon the Participant’s Retirement within 24 months following a Change in Control, 100% of the Participant’s unvested Post-Change in Control Performance Stock Units (as determined in accordance with Section 3(e)(v)) shall vest immediately.
(v)Treatment Upon a Change in Control. Upon a Change in Control, all Performance Stock Units shall cease to be subject to any performance goals and shall be converted into time-based Restricted Stock Units (i) based on the actual level of achievement of the performance goals set forth in Annex A hereto through the last completed fiscal quarter prior to the Change in Control or (ii) at such level of achievement determined by the Committee in its good faith discretion (as so converted, the “Post-Change in Control Performance Stock Units”). The Post-Change in Control Performance Stock Units shall otherwise remain outstanding and eligible to vest based on continued employment through the last day of the Performance Period.
(vi)For purposes of this Agreement, “Cause” and “Good Reason” shall each have the meaning assigned to such term in the employment agreement between the Participant and the Company and “Retirement” shall mean the Participant’s termination of employment upon obtaining age 55 with at least 10 years of service with the Company.
(f)Status as Employee or Consultant. For the sake of clarity, if (A) the Participant’s relationship with the Company or any Affiliate changes from employee to consultant or independent contractor, or from consultant or independent contractor to employee, or (B) the Participant transfers from employment or service with the Company, to employment or service with any Affiliate of the Company, or vice-versa, or from employment or service with any Affiliate of the Company to employment or service with any other Affiliate of the Company, the Participant shall not be deemed to have terminated employment or service for purposes of this Agreement.
(g)Rights as a Stockholder. The Participant acknowledges and agrees that, with respect to the Performance Stock Units credited to his Account, he has no voting rights with respect thereto unless and until such Performance Stock Units are settled in PSU Shares pursuant to Section 3(b) hereof. Upon and following each Vesting Date, the Participant shall be the record owner of the PSU Shares settled upon such applicable date unless and until such PSU Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to the PSU Shares. Prior to the first Vesting Date, the Participant shall not be deemed for any purpose to be the owner of shares of Common Stock underlying the Performance Stock Units.
(h)Transferability. The Award may not at any time prior to vesting be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance
4

shall be void and unenforceable against the Company; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
(i)Compliance with Legal Requirements. The granting and delivery of the PSU Shares, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of the PSU Shares as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the PSU Shares in compliance with applicable laws, rules and regulations.
4.Miscellaneous.
(a)Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:
if to the Company:
Las Vegas Sands Corp.
5420 S Durango Dr
Las Vegas, Nevada 89113
Attn: Office of the General Counsel
if to the Participant, at the Participant’s last known address on file with the Company.
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
(b)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
(c)General Assets. All amounts credited to the Account under this Agreement shall continue for all purposes to be part of the general assets of the Company. The Participant’s interest in the Account shall make the Participant only a general, unsecured creditor of the Company.
(d)No Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.
(e)Bound by Plan. By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
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(f)Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
(g)Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
(h)Entire Agreement; Effect of Employment Agreement, etc.; Amendment. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, negotiations and agreements in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.
(i)GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
(j)JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.
(k)Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
(l)Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
(m)Clawback Policy. By accepting the Award, the Participant knowingly, voluntarily and irrevocably consents to and agrees to be bound by and subject to the terms and conditions of the Clawback Policies, including that (i) the Participant will return any erroneously awarded compensation that is required to be repaid in accordance with the Clawback Policies, (ii) any Award that the Participant receives, has received or may become entitled to receive from the Company pursuant to the Plan is subject to the Clawback Policies, and the Clawback Policies may affect such Award, and (iii) the Participant has no right to indemnification, insurance payments or other reimbursement by or from the Company for any Award that is subject to recoupment and/or forfeiture under the Clawback Policies.
6

(n)Stock Ownership Requirements. By accepting the Award, the Participant knowingly, voluntarily and irrevocably consents to and agrees to be bound by and subject to the terms and conditions of any stock ownership guidelines or requirements adopted (or that may be adopted) by the Company, including, without limitation, the Company’s Stock Ownership Requirements For Executive Officers And Directors.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above.
 
Las Vegas Sands Corp.
 By:

  
Name:   
Title:     
   
[Name of Participant]
7

Annex A
Performance Period and Performance Measures
8
Exhibit 10.8

Approved April 20, 2026


Las Vegas Sands Corp.
AMENDED AND RESTATED 2004 EQUITY AWARD PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), is made, effective as of the [          ]  day of [                    ], 20[     ], (hereinafter the “Date of Grant”), between Las Vegas Sands Corp., a Nevada corporation (the “Company”), and [INSERT NAME] (the “Participant”).
R E C I T A L S:

WHEREAS, the Company has adopted the Las Vegas Sands Corp. Amended and Restated 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:
1.Grant of Option. 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 “Award”). 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 or service with the Company or an Affiliate and except as may otherwise be provided herein, the Option shall become vested and exercisable as follows: [________________].
(ii)The Option may be exercised only by written notice delivered in person or by mail in accordance with Section 4(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, or (ii) in the discretion of the Participant, by having the Company withhold from the number of Option Shares otherwise issuable pursuant to the exercise of the Option a number of Option Shares (and, if necessary, a fractional Option Share) with a Fair Market Value equal to the aggregate purchase price of the Option Shares, provided that any fractional Option Share resulting therefrom that would otherwise be delivered to the Participant shall be immediately settled in cash. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in the manner described in clause (ii) 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 or Services. Notwithstanding anything specifically provided in an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shall apply to the Award:
(i)Except as provided in this Section 3(d), unvested Options shall be forfeited without consideration by the Participant upon the Participant’s termination of employment or services with the Company for any reason prior to the applicable vesting date.

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(ii)Upon termination of Participant’s employment for Cause, all Options, whether vested or unvested, shall be forfeited without consideration.
(iii)Upon termination of the Participant’s employment by the Company without Cause or by the Participant for Good Reason (in each case, prior to a Change in Control or more than 24 months following a Change in Control), (A) the pro-rata portion of the Participant’s unvested Options that would have vested through the date of termination (calculated on a straight line basis based on the number of days from the later to occur of the Date of Grant or the most recent vesting date as described in Section 3(c) through the date of termination) shall vest immediately and the remainder of the Participant’s unvested Options shall be forfeited and (B) the vested portion of the Option shall remain exercisable by the Participant through the earlier of (1) the expiration of the Option Period or (2) 90 days following the date of termination.
(iv)Upon termination of the Participant’s employment by the Company without Cause or by the Participant for Good Reason, in each case within 24 months following a Change in Control, (A) 100% of the Participant’s unvested Options shall vest immediately and (B) the vested portion of the Option shall remain exercisable by the Participant through the earlier of (1) the expiration of the Option Period or (2) 90 days following the date of termination.
(v)Upon the termination of the Participant’s employment or services due to death or Disability, (A) 100% of the Participant’s unvested Options shall vest immediately and (B) the vested portion of the Option shall remain exercisable by the Participant through the earlier of (1) the expiration of the Option Period or (2) one year following the date of termination.
(vi)Upon the Participant’s Retirement, (A) 100% of the Participant’s unvested Options shall remain outstanding and continue to vest in accordance Section 3(c) and (B) the vested portion of the Option shall remain exercisable by the Participant through the earlier of (1) the expiration of the Option Period or (2) five years following the date of Retirement.
(vii)For purposes of this Agreement, “Cause” and “Good Reason” shall each have the meaning assigned to such term in the employment agreement between the Participant and the Company and “Retirement” shall mean the Participant’s termination of employment upon obtaining age 55 with at least 10 years of service with the Company.
(e)Status as Employee or Consultant. For the sake of clarity, if (A) the Participant’s relationship with the Company or any Affiliate changes from employee to consultant or independent contractor, or from consultant or independent contractor to employee, or (B) the Participant transfers from employment or service with the Company, to employment or service with any Affiliate of the Company, or vice-versa, or from employment or service with any Affiliate of the Company to employment or service with any other Affiliate of the Company, or vice-versa, the Participant shall not be deemed to have terminated employment or service for purposes of this Agreement.
(f)Compliance with Legal Requirements. The granting and exercising of the Option, and any other obligations of the Company under this Agreement shall be subject to all applicable

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federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Option Shares as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Option Shares in compliance with applicable laws, rules and regulations.
(g)Transferability. The Option shall not be transferable by the Participant other than by will or the laws of descent and distribution.
(h)Rights as Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to this Option unless, until and to the extent that (i) this Option shall have been exercised pursuant to its terms, (ii) the Company shall have issued and delivered to the Participant the Option Shares, and (iii) the Participant’s name shall have been entered as a stockholder of record with respect to such Option Shares on the books of the Company.
(i)Tax Withholding. Prior to the delivery of the Option Shares, the Participant must pay in the form of a certified check to the Company any such additional amount as the Company determines that it is required (without regard to Section 83(c)(3) of the Code) to withhold under applicable federal, state or local tax laws in respect of the exercise or the transfer of Option Shares. Notwithstanding the foregoing, the Participant shall be permitted, at the Participant’s election, to satisfy such withholding obligation by having the Company withhold from the number of Option Shares otherwise issuable pursuant to the exercise of the Option a number of Option Shares (and, if necessary a fractional Option Share) with a Fair Market Value equal to such withholding obligation, provided that any fractional Option Share resulting therefrom that would otherwise be delivered to the Participant shall be immediately settled in cash.
4.Miscellaneous.
(a)Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:
if to the Company:

    Las Vegas Sands Corp.
    5420 S Durango Dr
    Las Vegas, Nevada 89113
    Attn: Office of the General Counsel
if to the Participant, at the Participant’s last known address on file with the Company.
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.

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(b)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
(c)No Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.
(d)Bound by Plan. By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
(e)Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
(f)Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
(g)Entire Agreement; Effect of Employment Agreement, etc.; Amendment. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, negotiations and agreements in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto. 
(h)GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
(i)JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING

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UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.
(j)Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part, of this Agreement.
(k)Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
(l)Clawback Policy. By accepting the Award, the Participant knowingly, voluntarily and irrevocably consents to and agrees to be bound by and subject to the terms and conditions of the Clawback Policies, including that (i) the Participant will return any erroneously awarded compensation that is required to be repaid in accordance with the Clawback Policies, (ii) any Award that the Participant receives, has received or may become entitled to receive from the Company pursuant to the Plan is subject to the Clawback Policies, and the Clawback Policies may affect such Award, and (iii) the Participant has no right to indemnification, insurance payments or other reimbursement by or from the Company for any Award that is subject to recoupment and/or forfeiture under the Clawback Policies.
(m)Stock Ownership Requirements. By accepting the Award, the Participant knowingly, voluntarily and irrevocably consents to and agrees to be bound by and subject to the terms and conditions of any stock ownership guidelines or requirements adopted (or that may be adopted) by the Company, including, without limitation, the Company’s Stock Ownership Requirements For Executive Officers And Directors.
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above.
 
Las Vegas Sands Corp.
 By:

  
Name:   
Title:     
   
[Name of Participant]


6
Exhibit 10.9

Approved April 20, 2026

Las Vegas Sands Corp.
AMENDED AND RESTATED 2004 EQUITY AWARD PLAN
DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), is made, effective as of the [          ]  day of [                    ], 20[     ], (hereinafter the “Date of Grant”), between Las Vegas Sands Corp., a Nevada corporation (the “Company”), and [INSERT NAME] (the “Participant”).
R E C I T A L S:

WHEREAS, the Company has adopted the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (the “Plan”), pursuant to which each Non-Employee Director is granted an option to purchase shares of the Company’s Common Stock.
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:
1.Grant of Option.
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 Board 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 service as a Non-Employee Director of the Company or as an Eligible Person and except as may otherwise be provided herein, the Option shall become vested and exercisable as to twenty percent (20%) on the first through fifth anniversaries of the Date of Grant.
(ii)The Option may be exercised only by written notice delivered in person or by mail in accordance with Section 4(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, or (ii) in the discretion of the Participant, by having the Company withhold from the number of Option Shares otherwise issuable pursuant to the exercise of the Option a number of Option Shares (and, if necessary, a fractional Option Share) with a Fair Market Value equal to the aggregate purchase price of the Option Shares, provided that any fractional Option Share resulting therefrom that would otherwise be delivered to the Participant shall be immediately settled in cash. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in the manner described in clause (ii) of the preceding sentence if the Board 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 Cessation of Service Relationship on the Option. If the Participant’s service as a Non-Employee Director of the Company ceases due to the death of the Participant, the Option shall become vested and exercisable on the date of such cessation as to 100% of the Option Shares. If the Participant’s service as a Non-Employee Director of the Company ends for any other reason, the unvested portion of the Option shall terminate on the date of such cessation. The Option, to the extent vested, shall remain exercisable by the Participant through the earlier of (A) the expiration of the Option Period, (B) one year following the date of cessation of service on account of the Participant’s death, or (C) three months after the date of cessation of service for any other reason.
(e)Compliance with Legal Requirements. The granting and exercising of the Option, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Board, in its sole discretion, may postpone the issuance or delivery of Option Shares as the Board may consider appropriate and may require the
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Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Option Shares in compliance with applicable laws, rules and regulations.
(f)Transferability. The Option shall not be transferable by the Participant other than by will or the laws of descent and distribution.
(g)Rights as Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to this Option unless, until and to the extent that (i) this Option shall have been exercised pursuant to its terms, (ii) the Company shall have issued and delivered to the Participant the Option Shares, and (iii) the Participant’s name shall have been entered as a stockholder of record with respect to such Option Shares on the books of the Company.
(h)Tax Withholding. Prior to the delivery of the Option Shares, the Participant must pay in the form of a certified check to the Company any such additional amount as the Company determines that it is required (without regard to Section 83(c)(3) of the Code) to withhold under applicable federal, state or local tax laws in respect of the exercise or the transfer of Option Shares. Notwithstanding the foregoing, the Participant shall be permitted, at the Participant’s election, to satisfy such withholding obligation by having the Company withhold from the number of Option Shares otherwise issuable pursuant to the exercise of the Option a number of Option Shares (and, if necessary, a fractional Option Share) with a Fair Market Value equal to such withholding obligation, provided that any fractional Option Share resulting therefrom that would otherwise be delivered to the Participant shall be immediately settled in cash.
4.Miscellaneous.
(a)Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:
if to the Company:

Las Vegas Sands Corp.
5420 S Durango Dr
Las Vegas, Nevada 89113
Attn: Office of the General Counsel
if to the Participant, at the Participant’s last known address on file with the Company.
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
(b)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this
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Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
(c)No Rights to Employment or Service Relationship. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.
(d)Bound by Plan. By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
(e)Beneficiary. The Participant may file with the Board a written designation of a beneficiary on such form as may be prescribed by the Board and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
(f)Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
(g)Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, negotiations and agreements in respect thereto.  No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto. 
(h)Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada without regard to principles of conflicts of law thereof, or principals of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Nevada.
(i)Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
(j)Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
(k)Stock Ownership Requirements. By accepting the Award, the Participant knowingly, voluntarily and irrevocably consents to and agrees to be bound by and subject to the terms and conditions of any stock ownership guidelines or requirements adopted (or that may be adopted) by the Company, including, without limitation, the Company’s Stock Ownership Requirements For Executive Officers And Directors.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above.

 
Las Vegas Sands Corp.
 By:

  
Name:   
Title:     
   
[Name of Participant]
5
Exhibit 10.10

Approved April 20, 2026


Las Vegas Sands Corp.
AMENDED AND RESTATED 2004 EQUITY AWARD PLAN
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of the [___] day of [______], 20[__], (hereinafter the “Award Date”), between Las Vegas Sands Corp., a Nevada corporation (the “Company”), and [INSERT NAME] (the “Participant”).

R E C I T A L S:

WHEREAS, the Company has adopted the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (the “Plan”), pursuant to which awards of restricted shares of the Company’s Common Stock may be granted; and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to grant the restricted stock award provided for herein (the “Restricted Stock Award”) to the Participant in recognition of the Participant’s services to the Company, such grant to be subject to the terms set forth 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:

1.Grant of Restricted Stock Award. The Company hereby grants on the Date of Grant to the Participant a Restricted Stock Award consisting of [__________] shares of Common Stock (hereinafter called the “Restricted Shares”), on the term and conditions set forth in this Agreement and as otherwise provided in the Plan. The Restricted Shares shall vest in accordance with Section 3(a) hereof.

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 Board 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)Vesting. Except as otherwise provided in the Plan and this Agreement and contingent upon the Participant’s continued services to the Company, one hundred percent (100%) of the Restricted Shares shall vest (and the restrictions on such Shares shall lapse) on the earlier to occur of (x) the one year anniversary of the Date of Grant and (y) the date of the



Company’s annual meeting of stockholders occurring in the calendar year following the calendar year in which the Date of Grant occurs (the “Vesting Date”). Restricted Shares may not be sold until they “vest”.

(b)Taxes. The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Restricted Stock Award, an amount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Shares. Such payment may be made in the form of cash. The Participant also may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (i) the delivery of Mature Shares owned by the Participant having a Fair Market Value equal to such withholding liability or (ii) the delivery of newly vested Restricted Shares owned by the Participant having a Fair Market Value equal to such withholding liability, provided that any fractional shares of Common Stock resulting from clauses (i) and (ii) shall be immediately settled in cash.

(c)Certificates. As a condition to the receipt of this Restricted Stock Award in certificated form, the Participant shall deliver to the Company an escrow agreement and stock powers, duly endorsed in blank, relating to the Restricted Shares. Certificates evidencing the Restricted Shares shall be issued by the Company and shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, and shall be deposited, together with the stock powers, with an escrow agent designated by the Board (who may be the Company’s transfer agent), and shall remain in the physical custody of such escrow agent at all times prior to, in the case of any particular Restricted Shares, the Vesting Date. Notwithstanding the foregoing, this Restricted Stock Award may be issued in uncertificated form pursuant to the customary arrangements for issuing a Restricted Stock Award in such form.

(d)Effect of Termination of Employment or Services. Except as otherwise specifically provided in an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company), the following provisions shall apply:

(i)Except as provided in subsection (ii) of this Section 3(d), unvested Restricted Shares shall be forfeited without consideration by the Participant upon the Participant’s termination of employment or services with the Company for any reason prior to the Vesting Date.

(ii)Upon the termination of Participant’s employment or services due to death, any unvested Restricted Shares shall vest on the date of such termination.

(iii)Status as Director, Employee or Consultant. For the sake of clarity, if (A) the Participant’s relationship with the Company or any Affiliate changes from director to employee, consultant or independent contractor, or (B) the Participant transfers from employment or service with the Company, to employment or service with any Affiliate of the Company, or vice-versa, the Participant shall not be deemed to have terminated employment or service for purposes of this Agreement.

(e)Rights as a Stockholder; Dividends. The Participant shall be the record owner of the Restricted Shares unless and until such shares are forfeited pursuant to Section 3(d) hereof or sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to the Restricted Shares; provided that any cash or in-kind dividends paid with respect to unvested

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Restricted Shares shall be withheld by the Company and shall be paid to the Participant, without interest, only when, and if, such Restricted Shares shall become vested. As soon as practicable following the vesting of any Restricted Shares, certificates for such vested Restricted Shares and any cash dividends or in-kind dividends credited to the Participant’s account with respect to such Restricted Shares shall be delivered to the Participant or the Participant’s beneficiary along with the stock powers relating thereto.

(f)Restrictive Legend. All certificates representing Restricted Shares issued in certificated form shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan and a Restricted Stock Award Agreement, dated as of [_________], 20[__], between Las Vegas Sands Corp. and [___________]. Copies of such Plan and Agreement are on file at the offices of Las Vegas Sands Corp.

(g)Transferability. The Restricted Shares may not at any time prior to vesting be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(h)Compliance with Legal Requirements. The granting and delivery of the Restricted Shares, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Board, in its sole discretion, may postpone the issuance or delivery of the Restricted Shares as the Board may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Restricted Shares in compliance with applicable laws, rules and regulations.

4.Miscellaneous.

(a)Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:

if to the Company:
    Las Vegas Sands Corp.
5420 S Durango Dr
Las Vegas, Nevada 89113
Attn: Office of the General Counsel

    if to the Participant, at the Participant’s last known address on file with the Company.


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    All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.

(b)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(c)No Rights to Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time for any reason whatsoever.

(d)Bound by Plan. By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

(e)Beneficiary. The Participant may file with the Board a written designation of a beneficiary on such form as may be prescribed by the Board and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

(f)Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.

(g)Entire Agreement; Effect of Employment Agreement, etc.; Amendment. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, negotiations and agreements in respect thereto; provided, however, that if a provision of an effective employment, services, change in control or other written agreement (including any offer letter, term sheet or similar written agreement) between the Participant and the Company (or any Affiliate of the Company) is in conflict with a provision of this Agreement, the provision that is more favorable to the Participant shall control. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

(h)GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT

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ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.

(i)JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.

(j)Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(k)Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(l)Stock Ownership Requirements. By accepting the Award, the Participant knowingly, voluntarily and irrevocably consents to and agrees to be bound by and subject to the terms and conditions of any stock ownership guidelines or requirements adopted (or that may be adopted) by the Company, including, without limitation, the Company’s Stock Ownership Requirements For Executive Officers And Directors.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first written above.
 
Las Vegas Sands Corp.
 By:

  
Name:   
Title:     
   
[Name of Participant]

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EXHIBIT 31.1
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Patrick Dumont, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:April 24, 2026By:
/S/ PATRICK DUMONT
Patrick Dumont
Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 31.2
LAS VEGAS SANDS CORP.
CERTIFICATION
I, Randy Hyzak, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Las Vegas Sands Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:April 24, 2026By:
/S/ RANDY HYZAK
Randy Hyzak
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

EXHIBIT 32.1
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date:April 24, 2026By:
/S/ PATRICK DUMONT
Patrick Dumont
Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 32.2
LAS VEGAS SANDS CORP.
CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as filed by Las Vegas Sands Corp. with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Las Vegas Sands Corp.
 
Date:April 24, 2026By:
/S/ RANDY HYZAK
Randy Hyzak
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)