Exhibit 10.45
FOURTEENTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This Fourteenth Amendment to
Employment Agreement (the “Fourteenth Amendment”) is
made and entered into as of February 1, 2009, by and between
KENNEDY-WILSON, INC., a Delaware corporation (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, August 9, 1999,
January 3, 2000, October 1, 2000, April 22, 2002,
October 1, 2003, April 21, 2004, and January 1, 2008
(collectively, the “Agreement”) 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 as set forth below.
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 February 1, 2009:
1.
Section 2 (a) is amended
such that the Term of the Agreement is extended until
December 31, 2019. Therefore, the termination date of
“December 31, 2014” is deleted and the termination
date of “December 31, 2019” is inserted in lieu
thereof.
2.
Section 2(b) is deleted in
its entirety and the following is substituted in its
place:
(b)
Change in Control
. In the event of a “Change in
Control” as defined below the Company shall make a one-time
payment to Employee upon such Change in Control equal to two
(2) times the Employee’s “annual
compensation”. The annual compensation would be the
arithmetic average of all compensation paid to Employee in each of
the most recent three (3) year periods and would include
salary and bonus as reported in the Proxy Statement or the
Company’s books, as applicable.
“Change in Control”
shall mean the first to occur of any of the following
events:
(i)
Any “person” (as that
term is used in Section 13 and 14 (d) (2) of the
Securities Exchange Act of 1934 (“Exchange Act”)
becomes the beneficial owner (as that term is used in
Section 13 (d) of the Exchange Act), directly or
indirectly, of 50% or more of the Company’s capital stock
entitled to vote in the election of Directors;
