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) July 10, 2009

LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
001-32373	27-0099920
(Commission File Number)	(I.R.S. Employer Identification No.)

3355 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NEVADA	89109
(Address of principal executive offices)	(Zip Code)

(702) 414-1000

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(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))

ITEM 5.02

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On July 10, 2009, Las Vegas Sands Corp. (“LVSC”) and its wholly-owned subsidiary, Las Vegas Sands, LLC (together with LVSC, the “Company), entered into an employment agreement (the “Employment Agreement”) with Robert G. Goldstein, pursuant to which Mr. Goldstein will serve as the Company’s Executive Vice President and as the President of the Company’s wholly-owned subsidiary, Venetian Casino Resort, LLC. Mr. Goldstein has served as LVSC’s Senior Vice President since August 2004. He has been the Senior Vice President of Las Vegas Sands, LLC (or its predecessor, Las Vegas Sands, Inc.) since December 1995.

On July 10, 2009 (the “Effective Date” of the Employment Agreement), the prior employment agreement between the Company and Mr. Goldstein, dated as of November 18, 2004 and amended as of December 31, 2008, was terminated.

Pursuant to the Employment Agreement, Mr. Goldstein will have such powers, duties and responsibilities as are generally associated with his office and will report directly to the Company’s Chief Operating Officer, subject to change at the Company’s sole discretion. The Employment Agreement expires on December 31, 2011 (the “Initial Term”), and may only be extended upon the mutual written agreement of both the Company and Mr. Goldstein.

Under the Employment Agreement, Mr. Goldstein will receive an annual base salary of $1,500,000. He will also be eligible to receive a discretionary bonus of a maximum of $250,000 in each of the 2010 and 2011 calendar years. Pursuant to the Employment Agreement, on July 10, 2009, Mr. Goldstein was granted options to purchase 500,000 shares of LVSC common stock under the Company’s 2004 Equity Award Plan. Options to purchase 250,000 shares will vest on each of January 1, 2010 and January 1, 2011. The options will expire on July 9, 2019.

In addition, if Mr. Goldstein remains continuously employed with the Company through December 31, 2011, then upon termination of his employment with the Company at or following that date, Mr. Goldstein shall be entitled to receive accelerated vesting of all awards of stock options and restricted stock that were outstanding as of the Effective Date.

Mr. Goldstein will be entitled to receive perquisites and employee benefits generally made available to the Company’s other similarly situated senior executives. Mr. Goldstein also will be entitled to travel first class on commercial airlines on all Company business trips. Further, at the Company’s sole cost and expense, Mr. Goldstein’s wife may accompany him on at least two trips to Asia each year. In addition, Mr. Goldstein will be entitled to receive other employee benefits generally made available to the Company’s employees.

In the event that Mr. Goldstein’s employment is terminated by the Company for “Cause” (as defined in the Employment Agreement), Mr. Goldstein will be entitled to receive: (i) base salary through the date of termination of employment; (ii) reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and (iii) such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.

In the event that Mr. Goldstein’s employment is terminated by the Company without Cause (and other than due to death or Disability (as defined in the Employment Agreement), Mr. Goldstein will be entitled to receive: (i) continuation of his base salary for 12 months following termination of employment (or, if shorter, the remainder of the Initial Term); (ii) reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and (iii) such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.

In the event that Mr. Goldstein terminates his employment with the Company due to a Change in Control (as defined in the Employment Agreement), then he will be entitled to receive (i) all accrued and unpaid base salary and bonus(es) through the date of termination; (ii) a lump sum payment of two (2) times the sum of (x) the base salary and (y) the Guaranteed Bonus payable in the year of termination; (iii) accelerated vesting of all equity awards (including awards of stock options and shares of restricted stock outstanding as of the Effective Date and the awards of stock options under the Employment Agreement) so that all such awards are fully vested as of the date of termination; and (iv) continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination.

In the event that Mr. Goldstein voluntarily terminates his employment with the Company due to Sheldon G. Adelson not serving as Chief Executive Officer of the Company and Chairman of the Board, he shall be entitled to receive: (i) base salary through the date of termination of employment; (ii) reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and (iii) such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.

In the event Mr. Goldstein’s employment with the Company is terminated due to his death or Disability, Mr. Goldstein or his estate, as the case may be, shall be entitled to receive: (i) continuation of his base salary for 12 months following termination of employment (or, if shorter, the remainder of the Initial Term), less any short term disability insurance proceeds he receives during such period in the event termination of his employment is due to his Disability; (ii) accelerated vesting of all equity awards (including awards of stock options and shares of restricted stock outstanding as of the Effective Date and the awards of stock options under the Employment Agreement) such that the portion of each such award that would have vested during the twelve (12) month period following the date of termination had Mr. Goldstein remained employed during such period shall be immediately vested as of the date of termination; (iii) reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and (iv) such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs.

Mr. Goldstein’s Employment Agreement may not be amended, changed or modified except by a written document signed by each of the parties.

During 2008, a subsidiary of the Company performed work at home owned by Mr. Goldstein. The Company’s cost and overhead for the job was $364,000. Mr. Goldstein believes and the Company agrees that some of the work was not performed in an appropriate manner. The Company and Mr. Goldstein are working together to determine the amount that may be due.

On July 14, 2009, LVSC issued a press release announcing Mr. Goldstein’s appointment as the Company’s Executive Vice President and as the President of the Venetian Casino Resort, LLC. The press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 5.02.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.

EXHIBIT

NUMBER

DESCRIPTION

99.1

Press release, dated July 14, 2009.

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: July 14, 2009

		LAS VEGAS SANDS CORP.
		By:	/s/ J. Alberto Gonzalez-Pita
			Name: J. Alberto Gonzalez-Pita Title: Senior Vice President and General Counsel

EXHIBIT 99.1

Press Release

For Immediate Release

Las Vegas Sands, Senior Executive

Agree on Contract Extension

Las Vegas, NV (July 14, 2009) – Las Vegas Sands Corp. (NYSE: LVS) and long-time executive Robert Goldstein, who has served as senior vice president since 1995 and also serves as president of The Venetian and Palazzo resorts in Las Vegas, have reached an agreement that extends Mr. Goldstein’s employment contract for two and a half years and promotes him to the title of Executive Vice President.

“Rob has played an important role in the success our organization has had to this point and we are pleased he will be with us as we work to successfully execute on our development plan and take the company to the next level,” said Las Vegas Sands Corp. Chairman and Chief Executive Officer Sheldon G. Adelson.

“As a member of the Board of Directors and now as chief operating officer, I am very happy that Rob will be walking these halls for some time to come,” said Michael Leven. “The company has a strong management team made up of executives from a variety of different industries and Rob’s extensive experience, specifically in the gaming industry, is clearly an important part of our leadership mix.”

“These are unique times and I am looking forward to working in unison with the rest of our management team to address the important issues before us,” said Mr. Goldstein. “I have tremendous pride in this company and the many successes our team members have had since the first day I began working here in 1995.”

“We have instituted aggressive efforts in Las Vegas that have helped us right size our business and our team here is very committed to running our properties as efficiently as possible, while still providing top-tier customer service,” said Goldstein. “Las Vegas is a dynamic and resilient tourist destination and we are fortunate enough to operate two of the city’s premier properties. The Venetian and Palazzo are exceptional resorts by anyone’s definition and as this town inevitability navigates its way through a challenging economic environment, any increase in consumer spending combined with our operating efficiencies will certainly lead to higher profitability from our operations here.”

Under Mr. Goldstein’s day-to-day leadership, The Venetian in Las Vegas, which opened in 1999, has become one of the world’s most profitable resorts. When it opened in late 2007, Goldstein also became president of The Palazzo resort. Before joining LVS, Mr. Goldstein spent 15 years developing casino-hotels in both the United States and the Caribbean.

Mr. Goldstein is a 1977 graduate of the University of Pittsburgh and a 1980 graduate of the Temple University School of Law.

###

Forward-Looking Statements

This press release contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the company’s control, which may cause material differences in actual results, performance or other expectations. These factors include, but are not limited to, general economic conditions, competition, new ventures, substantial leverage and debt service, government regulation, legalization of gaming, interest rates, future terrorist acts, insurance, gaming junket operators, risks relating to our Macao gaming concession, infrastructure in Macao and other factors detailed in the reports filed by Las Vegas Sands Corp. with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Las Vegas Sands Corp. assumes no obligation to update such information.

ABOUT LAS VEGAS SANDS CORP.

Las Vegas Sands Corp. (NYSE: LVS) is the leading international developer of multi-use integrated resorts.

The Las Vegas, Nevada-based company owns and operates The Venetian Resort-Hotel-Casino, The Palazzo Resort-Hotel-Casino, and the Sands Expo and Convention Center in Las Vegas and the Sands Casino Resort Bethlehem(TM) in Eastern Pennsylvania. The company also owns and operates The Venetian Macao Resort-Hotel and the Sands Macao in the People's Republic of China (PRC) Special Administrative Region of Macao. In addition, LVS owns the Four Seasons Hotel Macao and is also developing the Marina Bay Sands(TM) integrated resort in Singapore.

LVS is also creating the Cotai Strip(R), a master-planned development of resort-casino properties in Macao. At completion, the Cotai Strip will feature approximately 21,000 rooms from world-renowned hotel brands such as St. Regis, Sheraton, Shangri-La, Traders, Hilton, Conrad, Fairmont, Raffles, Holiday Inn, and InterContinental.

Contacts:

Investment Community:	Daniel Briggs (702) 414-1221
Media:	Ron Reese (702) 414-3607