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LAS VEGAS SANDS CORP.
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(Exact name of registrant as specified in its charter)
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NEVADA
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(State or other jurisdiction of incorporation)
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001-32373
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27-0099920
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(Commission File Number)
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(IRS Employer Identification No.)
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3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA
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89109
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(Address of principal executive offices)
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(Zip Code)
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(702) 414-1000
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(Registrant’s Telephone Number, Including Area Code)
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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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.
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ITEM 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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ITEM 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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First Amendment to Letter Agreement, dated October 9, 2018 between Lawrence A. Jacobs and Las Vegas Sands Corp. and Las Vegas Sands, LLC.
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LAS VEGAS SANDS CORP.
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By:
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/S/
P
ATRICK
D
UMONT
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Patrick Dumont
Executive Vice President and Chief Financial Officer
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(a)
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The term of your employment under this Agreement shall commence as of September 6, 2016 and shall terminate upon two (2) weeks’ notice to you from the Company unless terminated sooner as provided under the terms of the Agreement. You may also terminate your employment and this Agreement by providing two (2) weeks’ notice to the Company.
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(b)
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Upon notice of termination by either you or the Company in accordance with subparagraph (a) above, you shall be entitled to receive:
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(i.)
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Full payment of the amount of your Bonus Incentive for 2018, i.e., $890,000, (subject to withholdings) on or before December 31, 2018; and
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(ii.)
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should the termination of your employment pursuant to subparagraph (a) above occur after December 31, 2018, you shall be entitled to receive a pro rata payment of your Bonus Incentive for 2019 payable upon termination of your employment in accordance with the Company’s normal payroll cycle; and
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(iii.)
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subject to approval by the Compensation Committee of the Company’s Board of Directors, accelerated vesting of the second tranche of options awarded and scheduled to vest on September 6, 2019 as set forth in Section 6 of the Agreement; provided, however, that if your employment terminates prior to or on March 31, 2019, you will not be entitled to this benefit; and
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(iv.)
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reimbursement for expenses incurred, but not paid prior to notice of termination, subject to receipt of supporting information by the Company consistent with Company policy; and
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(v.)
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a relocation to the city of your choice in the continental United States pursuant to the Company’s relocation policy; provided, however, that if you give such notice prior to or on March 31, 2019, you will not be entitled to this benefit; and
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(vi.)
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such other compensation and benefits as may be required by applicable law.”
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LAWRENCE A. JACOBS
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LAS VEGAS SANDS CORP.
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/s/ Lawrence A. Jacobs
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By:
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/s/ Sheldon G. Adelson
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Name:
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Sheldon G. Adelson
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Title:
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Chairman & CEO
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LAS VEGAS SANDS, LLC
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By:
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/s/ Sheldon G. Adelson
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Name:
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Sheldon G. Adelson
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Title:
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Chairman & CEO
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