Exhibit 10.41
TENTH AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This Tenth Amendment to Employment
Agreement (the “Tenth Amendment”) is made and entered
into as of April 22, 2002, 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, and October 1, 2000 (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 April 22, 2002 as follows:
1.
Effective as of April 22, 2002
(but not for any calendar year or partial fiscal year prior
thereto), Section 4 (ii) of the Employment Agreement is
deleted in it entirety, and the following is inserted in lieu
thereof:
4 (ii) Discretionary
Bonus . In addition to the base salary provided for above, at
the discretion of the Company, Employee may receive with respect to
each fiscal year (or portion thereof) during the term of this
Agreement, a discretionary bonus in an amount determined in the
sole and absolute discretion of the Compensation and Stock Option
Committees of the Board of Directors.”
2.
A new Section 4 (iv) is
added as follows:
4 (iv) A one-time grant of
Restricted Stock of one million (1,000,000) shares of
Kennedy-Wilson, Inc. common stock shall be granted to Employee
effective 4-22-02. The one million shares of restricted stock will
vest equally over the remaining eight-year term of the Agreement
according to the following schedule:
