Mr. Leven’s new employment agreement is effective as of January 1, 2011 and expires on November 12, 2012. The prior employment agreement between the Company and Mr. Leven, dated as of March 11, 2009, will be terminated as of January 1, 2011.
Under his new employment agreement, Mr. Leven will receive an annual base salary of $3,000,000. He also will be eligible to receive an annual bonus, with a target bonus of 100% of his base salary, subject to the achievement of performance criteria established by the Compensation Committee of LVSC’s Board of Directors. The actual amount of the bonus shall be determined by the Compensation Committee in its sole discretion in accordance with the Company’s Management Incentive Plan in effect at the time of such determination, after consultation with the Company’s Chief Executive Officer. On January 1, 2011, Mr. Leven will be granted 350,000 shares of restricted stock under LVSC’s 2004 Equity Award Plan. The shares of restricted stock shall vest in their entirety (and the restrictions on the restricted shares shall lapse) on November 12, 2012, subject to Mr. Leven’s continued employment on that date, except as otherwise provided below.
Mr. Leven will be entitled to receive perquisites and employee benefits generally made available to the Company’s other similarly situated senior executives. In addition, during the term of the agreement, the Company shall (a) make available to Mr. Leven a jet aircraft in connection with both business and personal use, including personal use by Mr. Leven’s spouse, and (b) pay the initiation fee for a membership in a country club of his choice. Mr. Leven also will be entitled to receive other employee benefits generally made available to the Company’s employees.
In the event that Mr. Leven’s employment is terminated by the Company (other than for Cause as defined in the agreement) or by reason of his death or disability or if Mr. Leven terminates his employment for Good Reason (as defined in the agreement), he will be entitled to receive: (a) his accrued and unpaid base salary and bonus(es) through the date of termination; (b) a lump sum cash payment of 50% of the base salary he would have received had he remained employed through the remainder of the term; and (c) continued participation in the health and welfare benefit plans of the Company during the remainder of the term (or, if earlier, until he receives health and welfare coverage with a subsequent employer).
In addition, if (a) Mr. Leven’s employment is terminated prior to the expiration of the term because the Company discharges him (other than for Cause), (b) he terminates his employment for Good Reason, (c) his employment is terminated due to his death or disability, or (d) there is a change of control of the Company (as defined in the agreement), then the shares of restricted stock shall immediately become fully vested (and the restrictions on the restricted shares shall lapse).
Mr. Leven’s employment agreement may not be amended, changed or modified except by a written document signed by each of the parties.
On November 15, 2010, LVSC issued a press release announcing Mr. Leven’s new employment agreement. The press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item.