Exhibit 10.26
KENNEDY-WILSON HOLDINGS,
INC.
2009 EQUITY PARTICIPATION
PLAN
EMPLOYEE PERFORMANCE UNIT AWARD
AGREEMENT
THIS AGREEMENT made as of
, 200 , by and between Kennedy-Wilson
Holdings, Inc., a Delaware corporation (the “
Company ”), and
(the “ Awardee ”).
WITNESSETH:
WHEREAS, the Company has adopted the
Kennedy-Wilson Holdings, Inc. 2009 Equity Participation Plan
(the “ Plan ”) for the benefit of its employees,
nonemployee directors and consultants and the employees,
nonemployee directors and consultants of its affiliates,
and
WHEREAS, the Committee has
authorized a Performance Unit Award to be made to the Awardee (the
“ Award ”) under the Plan, on the terms and
conditions set forth in the Plan and as hereinafter
provided,
NOW, THEREFORE, in consideration of
the premises contained herein, the Company and the Awardee hereby
agree as follows:
1.
Definitions
.
To the extent not defined herein,
terms used in this Agreement which are defined in the Plan shall
have the same meanings as set forth in the Plan.
2.
Award of Performance
Units .
The Committee hereby awards to the
Awardee [insert # of units] Performance Units. All such
Performance Units shall be subject to the forfeiture provisions
contained in Sections 4 and 5, such forfeiture provisions to become
effective immediately upon execution of this Agreement by the
parties hereto.
3.
Value of Performance
Units .
Subject to the forfeiture provisions
contained in Sections 4 and 5, each Performance Unit granted
hereunder shall entitle the Awardee, pursuant to Section 7, to
receive a cash payment from the Company equal to One Dollar
($1.00).
4.
Vesting .
The Performance Units shall vest
pursuant to the terms of the Plan as follows:
(a)
upon
the occurrence of both (i) the Awardee being an Employee of
the Company or an Affiliate as of
, 20 , and (ii) the
Company’s
