01—Abstract
Summary
Summary of the 8-K filed January 25, 2024. Cited figures are marked; the original filing is the authoritative source.
Las Vegas Sands Corp. (LVSC) and its wholly-owned subsidiary, Las Vegas Sands, LLC, entered into a first amendment to the employment agreement with Randy A.
Hyzak, Executive Vice President and Chief Financial Officer. The Amendment, dated January 25, 2024 and effective as of January 1, 2024, extends the employment term to December 31, 2029. This filing is limited to executive compensation and employment terms under Item 5.02 and does not report financial results or other company-level financial figures.
Under the Amendment, beginning in 2024, Mr. Hyzak will be eligible for a target annual cash bonus equal to 150%a of his base salary and a target annual restricted stock unit award equal to 175% of his base salary. If his employment is terminated without cause or for good reason, and subject to a release of claims, he will be eligible for cash severance paid over twelve months equal to the sum of his base salary and target annual cash bonus, along with other separation payments and benefits. The Amendment adds a perpetual non-disparagement covenant.
Existing covenants continue to apply, including one-year non-competition and non-solicitation covenants and perpetual confidentiality and intellectual property covenants. The full text of the Amendment is to be filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
02—Key points
Key Highlights
- Randy A. Hyzak, EVP and CFO, signed a first amendment to his employment agreement dated January 25, 2024, effective January 1, 2024.
- The employment term now expires December 31, 2029.
- Target annual cash bonus opportunity set at 150% of base salary, beginning in 2024.
- Target annual restricted stock unit award opportunity set at 175% of base salary, beginning in 2024.
- Severance upon termination without cause or for good reason (subject to release of claims): cash paid over twelve months equal to base salary plus target annual cash bonus, plus other separation benefits.
- Amendment adds a perpetual non-disparagement covenant; existing one-year non-compete and non-solicit and perpetual confidentiality and IP covenants remain in effect.
- Full text of the Amendment will be filed with the Form 10-K for fiscal year 2023.
03—Questions
Frequently Asked Questions
What changed in the CFO's employment agreement?
The Amendment extends Mr. Hyzak's employment term to December 31, 2029, sets his target annual cash bonus at 150% of base salary and target annual RSU award at 175% of base salary beginning in 2024, revises severance terms, and adds a perpetual non-disparagement covenant.
How much severance would the CFO receive after a termination without cause or for good reason?
Subject to executing a release of claims, Mr. Hyzak would receive cash severance paid over twelve months equal to the sum of his base salary and target annual cash bonus, along with other separation payments and benefits. The filing does not state a dollar amount.
Do the existing restrictive covenants still apply?
Yes. The filing states that his existing one-year non-competition and non-solicitation covenants and perpetual confidentiality and intellectual property covenants will continue to apply.
Where can investors read the full terms of the Amendment?
The filing states that a copy of the Amendment will be filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
04—Continue