Exhibit 10.30
EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“Agreement”) is made and entered into as of the 14 day of
August, 1992, by and between Kennedy-Wilson, a Delaware corporation
with its principal office located in Santa Monica, California (the
“Company”), and William J. McMorrow, an individual
(“Employee”).
AGREEMENT
1.
Services Provided to the
Company . During the term
of this Agreement, Employee shall devote 100% of his working hours
to advance the business and welfare 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 of the Company,
which duties may, in the Company’s sole discretion, be
changed in any legal manner from time to time. The initial duties
of Employee shall include, without limitation, serving the Company
as Chief Executive Officer and Chairman of the Board 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 the close
of business on the third anniversary of the date hereof (unless
earlier terminated pursuant to Section.9 hereof).
3.
Commitment to the
Company . During the ten
of this Agreement, Employee shall not be involved, individually or
as an employee, principal, officer, general partner, director or
shareholder of any company, in any real estate development
activities without first obtaining the consent and approval of a
majority of the Company’s Board of Directors. The limitation
contained in this Section shall not apply, however, to the
ownership of less 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 to
Employee . During the
term of this Agreement, the Company shall pay to Employee
compensation (the “Compensation”) consisting
of:
(i)
a salary equal to $450,000 per
annum, payable on such basis as is the normal payment pattern of
the Company, not to be less frequently than monthly; and
(ii)
an annual bonus in an amount equal
to up to 100% of the Employee’s annual salary, the exact
amount of which shall be determined by the Compensation Committee
(the “Committee”) of the Board of Directors of the
Company. In making such determination, the Committee shall
consider, among other things, the annual financial results of the
Company, including return on equity.
5.
Expenses . Employee shall be entitled to reimbursement
from the Company for any out-of-pocket expenses, including travel
expenses, incurred by Employee in the ordinary course of providing
his services hereunder. Such reimbursement shall be made by the
Company within 30 days 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.
6.
Insurance Coverage and
Benefits . During the
term of this Agreement, the Company will provide Employee, at the
Company’s expense, coverage under the major medical,
hospitalization and other insurance programs maintained by the
Company for its officers generally. In addition, Employee will
receive during the term of this Agreement all other
company-provided benefits to which Employee was entitled in the
ordinary course immediately prior to the date hereof as an employee
of Kennedy-Wilson, Inc., a California corporation and all other
company provided benefits which are, from time to time, made
available by the Company to its officers.
7.
Noncompetition
Covenant . During the
term of 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)
in any capacity (whether as an
individual, promoter, proprietor, general partner, joint venturer,
employee, agent, consultant, director, officer, manager,
shareholder or otherwise) work for, act as a consultant or adviser
to, own any interest in, or otherwise be connected in any manner
with the ownership, management, operation or control of
(collectively “Associated With”), any person or entity
which at any time during the term of this Agreement or for a period
of three years thereafter engages in the businesses engaged in by
the Company including without limitation the real estate auction
marketing business without the consent of the Board of Directors of
the Company. Employee acknowledges that the Company’s
existing services are marketed internationally and that its
business plans include marketing throughout the entire world either
directly or through others. Accordingly the restrictions in this
Section 7 shall extend to operations in any part of the world.
Employee further acknowledges that all patents, trade secrets, know
how, technology data, formulae, plans, specifications and other
information used by the Company or under development in
connection
