Exhibit 10.39
EIGHTH AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This Eighth Amendment to Employment
Agreement (the “Eighth Amendment’) is made and entered
into as of January 3, 2000, by and between KENNEDY-WILSON,
INC., a Delaware corporation, with its principal office located in
Beverly Hills, California (the “Company”), and WILLIAM
J. McMORROW, an individual (“Employee”).
RECITALS
WHEREAS , Company and Employee have entered into that
certain Employment Agreement dated as of August 14, 1992, as
amended January 1, 1993, January 1, 1994, March 31,
1995, January 1, 1996, May 19, 1997,
August 20, 1998 and August 9, 1999 providing for the
employment of Employee by Company pursuant to the terms of such
Agreement; and
WHEREAS , Company and Employee have agreed that the
terms of the Employment Agreement should be modified to change the
Term, Salary and Bonus Plan.
AMENDMENT TO
AGREEMENT
NOW, THEREFORE, for good and
valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereby amend the Agreement,
effective as of January 1, 2000 as follows:
1.
The Term of the Agreement is
extended until December 31, 2002. Therefore,
Section 2(a) of the Employment Agreement is amended such
that the termination date of “December 31, 2000”
is deleted and the termination date of “December 31,
2002” is inserted in lieu thereof
2.
Section 4 (i) of the
Employment Agreement shall be amended such that the annual salary
of “$300,000. plus an annual salary advance amount of
$100,000. payable against bonus earned “ is deleted and the
annual salary of “$400,000” is inserted in lieu
thereof.
3.
Section 4(h) of the
Employment Agreement is deleted in it entirety and the following is
inserted in lieu thereof:
4 (ii) An annual bonus of 10%
of profits.
Bonus calculations are to be
based on Company profit; pre-tax, pre-bonus paid to all other
employees, pre-reserves and pre-Company contributions to the
Deferred Compensation Plan.
4. (iii) A one-time grant of
Restricted Stock of seven hundred thousand (700,000)
shares
