ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On March 24, 2021, Las Vegas Sands Corp. ("LVSC") and its wholly owned
subsidiary, Las Vegas Sands, LLC (together with LVSC, the "Company"), entered
into new employment agreements (together, the "Employment Agreements") with each
of Robert G. Goldstein, the Company's Chairman and Chief Executive Officer,
Patrick Dumont, the Company's President and Chief Operating Officer, and Randy
Hyzak, the Company's Executive Vice President and Chief Financial Officer. In
addition, the Company entered into a first amendment to employment agreement
(the "First Amendment to Employment Agreement") with D. Zachary Hudson, the
Company's Executive Vice President, Global General Counsel and Secretary. The
Employment Agreements are each effective as of January 26, 2021, and the First
Amendment to Employment Agreement is effective March 1, 2021, and all of the
agreements provide for employment terms that expire on March 1, 2026.
Pursuant to his Employment Agreement, Mr. Goldstein will be eligible to receive:
(i) a base salary equal to $3,000,000, (ii) an annual cash bonus opportunity
equal to 200% of his base salary, subject to his achievement of performance
metrics to be set annually by the Compensation Committee of the Board of
Directors (the "Committee"), with payout at 85% of target if the performance
criteria are achieved at the threshold payout level and payout not to exceed
115% of target if the performance criteria are achieved at the maximum payout
level (together, the "85% Threshold and 115% Maximum"), (iii) an annual
restricted stock unit ("RSU") award opportunity equal to 325% of his base
salary, subject to his achievement of performance metrics to be set annually by
the Committee, subject to the 85% Threshold and 115% Maximum, vesting ratably
over three years subject to his continued employment through each vesting date,
(iv) a one-time grant of 150,000 RSUs, vesting ratably over three years subject
to his continued employment through each vesting date, (v) security services,
Company-owned aircraft usage for business and personal purposes, and, at his
election, first class travel on commercial airlines for all business trips and
first class hotel accommodations, subject in each case to income tax gross-up
payments for the foregoing benefits if they are determined to be taxable income
to him, (vi) subject to his execution of a release of claims, separation
benefits for a termination without cause or for good reason equal to: two times
the sum of his base salary plus his target bonus; any unpaid bonus for the prior
year; a pro-rata target bonus for the year of termination; and immediate vesting
of all previously granted equity awards, (vii) subject to his execution of a
release of claims, separation benefits for a termination without cause or for
good reason that occurs within twenty-four months of a change of control equal
to: three times the sum of his base salary plus his target bonus; any unpaid
cash bonus for the prior year; a pro-rata target bonus for the year of
termination; continued participation in the Company's health and welfare benefit
plans and employer contributions to certain retirement and deferred compensation
plans, if any, for two years; and immediate vesting of all previously granted
equity awards, (viii) subject to his (or his estate's) execution of a release of
claims, separation benefits for a termination due to death or disability equal
to: two times his base salary; any unpaid cash bonus for the prior year; and
immediate vesting of all previously granted equity awards, and (ix) immediate
vesting of all previously granted equity awards in the event that his employment
terminates for any reason after the expiration of the employment term. Mr.
Goldstein's Employment Agreement also includes one-year non-competition and
non-solicitation covenants and a perpetual confidentiality covenant.
Pursuant to his Employment Agreement, Mr. Dumont will be eligible to receive:
(i) a base salary equal to $2,500,000, (ii) an annual cash bonus opportunity
equal to 200% of his base salary, subject to his achievement of performance
metrics to be set annually by the Committee, subject to the 85% Threshold and
115% Maximum, (iii) an annual RSU award opportunity equal to 200% of his base
salary, subject to his achievement of performance metrics to be set annually by
the Committee, subject to the 85% Threshold and 115% Maximum, vesting ratably
over three years subject to his continued employment through each vesting date,
(iv) a one-time grant of RSUs equal to 200% of his base salary, vesting ratably
over three years subject to his continued employment through each vesting date,
(v) security services, Company-owned aircraft usage for business and personal
purposes, and, at his election, first class travel on commercial airlines for
all business trips and first class hotel accommodations, subject in each case to
income tax gross-up payments for the foregoing benefits if they are determined
to be taxable income to him, (vi) subject to his execution of a release of
claims, separation benefits for a termination without cause or for good reason
equal to: one times the sum of his base salary plus his target bonus; any unpaid
bonus for the prior year; a pro-rata target bonus for the year of termination;
and immediate vesting of all previously granted equity awards, (vii) subject to
his execution of a release of claims, separation benefits for a termination
without cause or for good reason that occurs within twenty-four months of a
change of control equal to: two times the sum of his base salary plus his target
bonus; any unpaid cash bonus for the prior year; a pro-rata target bonus for the
year of termination; continued participation in the Company's health and welfare
benefit plans and employer contributions to certain retirement and deferred
compensation plans, if any, for two years; and immediate vesting of all
previously granted equity awards, and (viii) subject to his (or his estate's)
execution of a release of claims, separation benefits for a termination due to
death or disability equal to: one times his base salary; any unpaid cash bonus
for the prior year; and immediate vesting of all previously granted equity
awards. Mr. Dumont's Employment Agreement also includes one-year non-competition
and non-solicitation covenants and a perpetual confidentiality covenant.
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Pursuant to his Employment Agreement, Mr. Hyzak will be eligible to receive: (i)
a base salary equal to $1,200,000, (ii) an annual cash bonus opportunity equal
to 125% of his base salary, subject to his achievement of performance metrics to
be set annually by the Committee, subject to the 85% Threshold and 115% Maximum,
(iii) an annual RSU award opportunity equal to 125% of his base salary, subject
to his achievement of performance metrics to be set annually by the Committee,
subject to the 85% Threshold and 115% Maximum, vesting ratably over three years
subject to his continued employment through each vesting date, (iv) a one-time
grant of RSUs equal to 125% of his base salary, vesting ratably over three years
subject to his continued employment through each vesting date, (v) subject to
his execution of a release of claims, separation benefits for a termination
without cause or for good reason equal to: one times his base salary; any unpaid
bonus for the prior year; a pro-rata target bonus for the year of termination;
and immediate vesting of all previously granted equity awards, (vi) subject to
his execution of a release of claims, separation benefits for a termination
without cause or for good reason that occurs within twenty-four months of a
change of control equal to: one times the sum of his base salary plus his target
bonus; any unpaid cash bonus for the prior year; a pro-rata target bonus for the
year of termination; continued participation in the Company's health and welfare
benefit plans and employer contributions to certain retirement and deferred
compensation plans, if any, for two years; and immediate vesting of all
previously granted equity awards, and (vii) subject to his (or his estate's)
execution of a release of claims, separation benefits for a termination due to
death or disability equal to: one times his base salary; any unpaid cash bonus
for the prior year; and immediate vesting of all previously granted equity
awards. Mr. Hyzak's Employment Agreement also includes one-year non-competition
and non-solicitation covenants and a perpetual confidentiality covenant.
Pursuant to his First Amendment to Employment Agreement, Mr. Hudson will be
eligible to receive: (i) a base salary equal to $1,100,000, (ii) an annual cash
bonus opportunity equal to 125% of his base salary, subject to his achievement
of performance metrics to be set annually by the Committee, subject to the 85%
Threshold and 115% Maximum, (iii) an annual RSU award opportunity equal to 125%
of his base salary, subject to his achievement of performance metrics to be set
annually by the Committee, subject to the 85% Threshold and 115% Maximum,
vesting ratably over three years subject to his continued employment through
each vesting date and (iv) a one-time grant of RSUs equal to 125% of his base
salary, vesting ratably over three years subject to his continued employment
through each vesting date. Pursuant to his existing employment agreement, Mr.
Hudson will be eligible to receive, subject to his execution of a release of
claims, separation benefits for a termination without cause or for good reason
equal to: one times his base salary and relocation per the Company's relocation
policy to a city of his choice in the continental United States. Mr. Hudson's
existing employment agreement also includes one-year non-competition and
non-solicitation covenants and perpetual confidentiality, intellectual property
and non-disparagement covenants.
The foregoing summaries are qualified in their entirety by reference to the
complete texts of the Employment Agreements and the First Amendment to
Employment Agreement, copies of which are attached as Exhibits 10.1 through 10.4
to this Current Report on Form 8-K and are incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1+ Terms of Continued Employment, dated March 24 , 2021, among Las
Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein
10.2+ Terms of Continued Employment, dated March 24 , 2021, among Las
Vegas Sands Corp., Las Vegas Sands, LLC and Patrick Dumont
10.3+ Terms of Continued Employment, dated March 24 , 2021, among Las
Vegas Sands Corp., Las Vegas Sands, LLC and Randy A. Hyzak
10.4+ First Amendment to Employment Agreement, dated March 24 , 2021,
among Las Vegas Sands Corp., Las Vegas Sands, LLC and D. Zachary Hudson
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within
the Inline XBRL document
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+ Denotes a management contract or compensatory plan or arrangement.
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