Exhibit 10.51
EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“Agreement”) is made and entered into as of the 1st day
of April, 1996, by and between Kennedy-Wilson, Inc., a Delaware
corporation with its principal office located in Santa Monica,
California (the “Company”), and Freeman A. Lyle, Jr.,
an individual (“Employee”).
A.
KWI is a licensed California real
estate broker in the business of marketing real property by auction
and other means and desires to retain the services of Employee in
conducting this business, subject to the terms and conditions of
this Agreement.
B.
Employee desires to be employed by
KWI pursuant to the terms and conditions of this
Agreement.
AGREEMENT
1.
Services Provided to the
Company . During the term
of this Agreement, Employee shall devote his full business time and
best efforts in the employment of the Company and its subsidiaries
and shall have such powers and duties as may from time to time be
prescribed by the Board of Directors or the Chief Executive Officer
of the Company, which duties may, in the Company’s reasonable
discretion, be changed in any~ legal manner from time to time;
provided, however, that any reassignment of Employee’s duties
shall not require him to move from the Greater Los Angeles area
arid shall not involve duties which are not appropriate for his
level of expertise, ability Ôr compensation level. Such
duties shall in all events be duties of an officer of the Company.
The initial duties of Employee shall include, without limitation,
serving as Executive Vice President and Chief Financial Officer of
the Company with responsibility for overseeing the financial
affairs of the Company. Employee shall provide the Company with the
benefit of his best judgment and efforts in performing his duties
hereunder.
2.
Term . Employee shall be employed by the Company
pursuant to this Agreement for a term beginning on the date of this
Agreement and continuing through to, and terminating at 11:59 PM on
March 31, 1997 (unless earlier terminated pursuant to Section 11
hereof).
3.
Commitment to the
Company . During the term
of Employee’s employment under this Agreement, Employee shall
not be involved, individually or as an employee, principal,
officer, general partner, director or shareholder, in any real
estate development activities without first obtaining the consent
and approval of a majority of the Company’s Board of
Directors, the consideration of such consent shall not be
unreasonably delayed and such consent shall be given or withheld on
a consistent basis with the grant or refusal of the Board to grant
consent to real estate development activities by other officers of
the Company who are party to employment agreements with the
Company. The limitation contained in this Section shall not apply,
however, to the ownership of no more than 1 % of the capital stock
of any publicly held corporation or to participation in real estate
development activities as a limited partner. For purposes of this
Section, Employee shall be deemed the owner of any interests held
by Employee, Employee’s spouse, or any other un emancipated
minor member of Employee’s family.
4.
Compensation td
Employee . During the
term of this Agreement, the Company shall pay to Employee
compensation (“the Compensation”) consisting
of:
(i)
a salary equal to $125,600 per
annum, payable on such basis as is the normal payment pattern of
the Company, not to be less frequently than monthly;
(ii)
a discretionary bonus to be
determined by the Company in its sole and absolute discretion which
if awarded may be up to 40% of base salary ($50,000) based on
Company’s determination in its sole and absolute discretion
of its achievement of profit goals. In determining whether any
bonus shall be paid and the amount thereof, Company may examine a
number of factors including, without limitation, employee
achievement of the following:
a)
To what extent did Employee provide
Company Management with proactive and timely advise to enhance and
further Company’s business transactions and
successes.
b.
To what extent did Employee provide
accurate, timely and appropriate financial reports to Management,
Board of Directors and Public.
c.
To what extent did Employee provide
financial statements with analysis and action plan to CEO by the
15th of the following month.
d.
To what extent did Employee manage
accounting for capital expenditures and K-W owned
properties.
e.
To what extent did Employee manage
bank relationships.
f.
To what extent did Employee provide
financial analysis, direction and control to guide the Company in
meeting profit goals.
Employee acknowledges that Company
has not provided Employee with any projections or estimates of Net
Profit or Net Revenue that might be received by Employee under the
terms of this Agreement as an inducement to Employee to accept
employment with Company.
5.
Expenses . Employee shall be entitled to reimbursement
from the Company for any out-of-pocket expenses, including travel
expenses(which shall not include the expense incurred for
Employee’s daily commute to and from work), incurred by
Employee in the ordinary course of providing his services hereunder
and shall not exceed $300.00 per month. Such reimbursement shall be
made by the Company after receipt of a statement therefore from
Employee setting forth in reasonable detail the expenses for which
reimbursement is requested, accompanied by customary documentation
evidencing such expenses. In those instances, where out of town
travel and per diem or where rare and unusual circumstances arise
and may be required, expenses may exceed the $300 limit provided
they are pre-approved by William J. McMorrow.
6.
Deductions
. It is understood that at
compensation paid to Employee under this Agreement is subject to
the customary tax, social security and other similar withholding
requirements.
7.
Benefits . For such time as Employee is employed by KWI,
he shall be entitled to the same medical, dental and insurance,
401k plan, and other benefits as are generally available to other
employees of KWI from time to time during the course of this
Agreement.
8.
Noncompetition
Covenant . For so long as
Employee is employed under this Agreement and for a period of three
years thereafter, Employee will not, directly or
indirectly:
(a)
(i) in any manner induce, attempt to
induce, or assist others to induce or attempt to induce any
employee, partner, joint venturer, independent contractor, agent or
customer of the Company to terminate its, his or her association
with the Company, or (ii) do anything to interfere with the
relationship between the Company and such person or entity or other
persons or entities dealing with the Company; or
(b)
Employee further acknowledges that
all trade secrets, know-how, technology data, formulae, plans,
specifications and other information used by the Company or under
development in connection with its business are the property of the
Company, and that Employee does not have the right to disclose,
make available or use any of the foregoing for the benefit of
himself or any other person or entity.
(c)
Nothing in this Section 8 shall
restrict Employee from owning not more than 1 % of the outstanding
shares of any class of securities registered pursuant to the
Securities Exchange Act of 1934, as amended, or any limited partner
interest in a limited partnership or similar passive investment
interest so long as the nature of such investment prevents,
pursuant to applicable law, Employee’s control of the
management of the issuer of such investment interest.
(d)
The parties hereto intend that the
covenants and agreements contained in this Section 8 shall be
deemed to be a series of separate covenants and agreements, one for
each and every country, county, state, city and other jurisdiction
in the world with respect to which the Company’s business has
been or is hereafter carried on. If any of the foregoing is
determined by any court of competent jurisdiction to be invalid or
unenforceable by reason of such agreement extending for too great a
period of time or over too great a geographical area, or by reasons
of its being too extensive in any other respect, such agreement
shall be interpreted to extend only over the maximum period of time
and geographical area and to the maximum extent enforceable, all as
determined by such court in such action. Any determination that any
provision hereof is invalid or unenforceable, in whole or in part,
shall have no effect on the validity or enforceability of any
remaining provision thereof.
Notwithstanding the foregoing,
nothing herein shall prevent Employee, following the termination of
his employment or the end of the term of this Agreement, from being
associated with any person or entity engaged in any real estate
activities or matters other than real estate
auction activities or matters
o
