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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): MARCH 28, 2006
LAS VEGAS SANDS CORP.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
001-32373 27-0099920
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(Commission File Number) (IRS Employer Identification No.)
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
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(Address of principal executive offices) (Zip Code)
(702) 414-1000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Certain executives and designated officers of Las Vegas Sands Corp. (the
"Company") are eligible to participate in the Company's Executive Cash
Incentive Plan (the "Plan"). Under the Plan, the Performance Sub-Committee
(the "Committee") of the Compensation Committee of the Company's Board of
Directors (the "Board") annually establishes objective performance criteria
tied to the financial goals of the Company for use in determining whether
participants will receive bonuses under the Plan. The Committee approves
specific bonus payment amounts following the end of each year. The amounts of
the bonus payments are based on target bonus amounts set forth in the
employment agreements of eligible Plan participants and depend on whether the
corporate performance criteria set by the Committee are satisfied.
The Committee was created during the second quarter of 2005 and consists
exclusively of members qualifying as "outside directors" under Section 162(m)
of the Internal Revenue Code. Messrs. Leven (Chairman) and Purcell currently
serve on the Committee.
On March 28, 2006, the Committee established the quarterly performance
criteria required to be met for Messrs. Adelson, Weidner, Stone, Goldstein,
Henry and Serwin to earn the base bonus set forth under their respective
employment agreements. The criteria selected was based on consolidated
adjusted property EBITDAR targets for the Company, including The Venetian
resort-hotel-casino property in Las Vegas, the Sands Macao casino in Macao,
SAR, China and the Company's other properties (collectively, the
"Properties"), calculated in the same manner as the budget for 2006 submitted
by management of the Company to the Committee. The Committee also established
the annual performance criteria required to be met for Messrs. Adelson,
Weidner, Stone, Goldstein, Henry and Serwin to earn an annual supplemental
bonus and annual restricted stock grants under their respective employment
agreements. The criteria selected were also based on consolidated adjusted
property EBITDAR target for the Properties, calculated in the same manner as
the budget for 2006 submitted by management of the Company to the Committee.
If the 2006 quarterly base bonus performance criteria set by the Committee are
met, the executives will earn quarterly base bonuses equal to one quarter of
the individual target base bonus set forth in their employment agreements. If
the 2006 quarterly base bonus performance criteria are not met, Plan
participants may earn the missed quarterly payments in later quarters based on
the achievement of year-to-date targets set by the Committee. The executives
may earn an annual supplemental bonus at levels set forth in their respective
employment agreements, depending on whether the annual performance criteria
set by the Committee are met, exceeded, or not met. If 80% of these
performance criteria are not met, then no annual supplemental bonus will be
paid and if 110% of these performance criteria are met a maximum of 160% of
the annual supplemental bonus target will be paid. If these performance
criteria are met, then restricted stock with values set forth in their
respective employment agreements will be granted to the executives.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April 3, 2006
LAS VEGAS SANDS CORP.
By: /s/ Bradley K. Serwin
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Name: Bradley K. Serwin
Title: General Counsel and Secretary