Exhibit 10.27
KENNEDY-WILSON HOLDINGS,
INC.
2009 EQUITY PARTICIPATION
PLAN
EMPLOYEE RESTRICTED STOCK AWARD
AGREEMENT
THIS AGREEMENT made as of
_______________, 200_, by and between Kennedy-Wilson
Holdings, Inc., a Delaware corporation (the “
Company ”), and ____________________ (the “
Awardee ”).
WITNESSETH:
WHEREAS, the Company has adopted the
Kennedy-Wilson Holdings, Inc. 2009 Equity Participation Plan
(the “ Plan ”) for the benefit of its employees,
nonemployee directors and consultants and the employees,
nonemployee directors and consultants of its affiliates,
and
WHEREAS, the Committee has
authorized the award to the Awardee of shares of Restricted Stock
(“ Restricted Shares ”) under the Plan, on the
terms and conditions set forth in the Plan and as hereinafter
provided,
NOW, THEREFORE, in consideration of
the premises contained herein, the Company and the Awardee hereby
agree as follows:
1.
Definitions
.
To the extent not defined herein,
terms used in this Agreement which are defined in the Plan shall
have the same meanings as set forth in the Plan.
2.
Award of Restricted
Shares .
The Committee hereby awards to the
Awardee [insert # of shares] Restricted Shares. All such
Restricted Shares shall be subject to the restrictions and
forfeiture provisions contained in Sections 4, 5 and 6, such
restrictions and forfeiture provisions to become effective
immediately upon execution of this Agreement by the parties
hereto.
3.
Stock Issuance
.
The Awardee hereby acknowledges that
the Restricted Shares are issued in book entry form on the books
and records as kept by the Company’s transfer agent, shall be
registered in the name of the Awardee and a stock certificate
evidencing the Restricted Shares shall not be delivered to the
Awardee until the Awardee satisfies the vesting requirements
contained in Section 4. In the event that a stock
certificate is delivered to the Awardee before the vesting
requirements are satisfied, the Awardee hereby acknowledges that
such stock certificate shall bear the following legend:
“The transferability of this
certificate and the shares of stock represented hereby are subject
to the terms and conditions (including forfeiture) of an Agreement
entered into between the registered owner and Kennedy-Wilson
Holdings, Inc., effective as of
_______________, 200__. Copies of such
Agreement are on file in the offices of the Secretary,
Kennedy-Wilson Holdings, Inc., 9601 Wilshire Blvd.,
Suite 220, Beverly Hills, CA 90210.”
4.
Vesting .
Subject to Section 9, the
Restricted Shares shall vest, no longer be subject to Restrictions
and become transferable pursuant to the terms of the Plan as
follows:
(a)
One-fifth (1/5) upon the occurrence
of both (i) the Awardee being an Employee of the Company or an
Affiliate as of the first anniversary of the date of the award of
the Restricted Shares pursuant to this Agreement (the “
Award Date ”), and (ii) the Company’s
assets under management equaling or exceeding Three Billion Dollars
($3,000,000,000.00) (the “ Performance Requirement
”) as of September 30, 2010;
(b)
One-fifth (1/5) upon the occurrence
of both (i) the Awardee being an Employee of the Company or an
Affiliate as of the second anniversary of the Award Date, and
(ii) the Company’s satisfying the Performance
Requirement as of September 30, 2011;
(c)
One-fifth (1/5) upon the occurrence
of both (i) the Awardee being an Employee of the Company or an
Affiliate as of the third anniversary of the Award Date, and
(ii) the Company’s satisfying the Performance
Requirement as of September 30, 2012;
(d)
One-fifth (1/5) upon the occurrence
of both (i) the Awardee being an Employee of the Company or an
Affiliate as of the fourth anniversary of the Award Date, and
(ii)&nbs
