ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT is made on January 2, 2002 by Xxxxxxx X. Xxxxxxx
("Xxxxxxx") with respect to that certain 1997 Fixed Stock Option Plan, as
amended and restated ("the Plan") of Las Vegas Sands, Inc. ("the Company").
WHEREAS the Plan, in Section 9(b) thereof, permits Xxxxxxx, being the sole
stockholder of the Company, to assume some or all of the obligations of the
Company under the Plan and to become the Administrator of the Plan and the
issuer of the Options, and to have all rights, powers and responsibilities
granted to the Company or to the Board under the Plan (all such capitalized
terms being understood as defined in the Plan); and
WHEREAS, Xxxxxxx now wishes to make such assumption, including all referenced
rights and obligations,
NOW, THEREFORE, this instrument attests as follows:
Xxxxxxx hereby assumes all of the rights, powers, obligations, responsibilities
and liabilities of the Company assigned to or otherwise set forth in the Plan
and undertakes to perform the same from and after the date hereof, including all
rights and obligations of the Company under Stock Option Agreements executed and
to be executed by the Company, and, pursuant to the provisions of the Plan,
Xxxxxxx shall administer the Plan, grant Options, issue Shares, redeem Shares
and do any and all other acts or things authorized or reserved to the Company or
to the Board thereunder; provided, however, that nothing contained herein shall
constitute a waiver or release of any right of indemnification to which Xxxxxxx
may be entitled under the Company's Certificate of Incorporation or By Laws,
either in connection with his administration of the Plan or otherwise; and
provided further that Xxxxxxx shall not assume and the Company shall retain any
and all obligations and liabilities with respect to any income withholdings
obligations arising under the Plan.
EXECUTED as a sealed instrument at Las Vegas, Nevada.
/s/Xxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxx
Acknowledged and Confirmed:
Las Vegas Sands, Inc.
By:
------------------------------------
