Exhibit 10.93
KENNEDY—WILSON,
INC .
1992 NON-EMPLOYEE DIRECTOR STOCK
OPTION PLAN
Section 1. P
urpose of Plan .
The purpose of this 1992
Non-Employee Director Stock Option Plan (the “Plan”) of
Kennedy-Wilson, Inc., a Delaware corporation (the
“Company”), is to provide present and prospective
directors of the Company who are not employed by the Company with
the opportunity to obtain equity ownership interests in the Company
through the exercise of stock options.
Section 2. Persons
Eligible Under Plan .
Participation in this Plan is
limited to non— employee directors. A non—employee
director (referred to herein as a “Director”) is a
director of the Company who, at the time stock options are granted
to him or her under the Plan, is not an employee of the Company or
of any subsidiary of the Company.
Section 3.
Administration .
This Plan shall be administered by
the Board of Directors (the “Board”) of the Company.
The grant of options (the “Options”) to purchase shares
of Common Stock, par value $.01 per share, of the Company (the
“Common Shares”) under this Plan and the amount, price
and nature of the awards shall be automatic as described in section
4. However, subject to the provisions of this Plan, the Board, in
its sole and absolute discretion, is authorized to do all things
necessary or desirable in connection with the administration of
this Plan, including, without limitation, the following:
(i)
subject to section 8, adopt, amend and rescind rules and
regulations relating to this Plan;
(ii)
determine whether, and the extent to which, adjustments are
required pursuant to Section 7 hereof; and
(iii) I interpret and construe
this Plan and the terms and conditions of any Option granted
hereunder.
Section 4. Terms and
Conditions of Options .
(a)
Amount, Exercise Price and Exercisability of Initial Grants
. Each Director shall automatically be granted on the date of the
adoption of the Plan by the Company’s stockholders or on the
date of such Directors’ election to the Board of Directors,
whichever occurs later (the “Date of Initial Grant”) an
Option to purchase 25,000 Common Shares (subject to adjustment as
provided in Section 7). The exercise price for each Option
granted pursuant to this Section 4(a) shall be
(i) if the Option is granted on the date of adoption of the
Plan, the value of the Common Shares calculated using the initial
public offering price of the Common Shares, or (ii) if granted
upon such Director’s election to the Board of Directors, the
Fair Market Value
(as defined in section
4(b) below) of the Common Shares at the close of business on
the date preceding the Date of Initial Grant (the “Exercise
Price”).
(b)
Amount. Exercise Price and Exercisability of Automatic Annual
Grants . Each Director shall automatically be granted, on the
date of such Director’s re—election to the Board of
Directors (the “Date of Grant”) at the Company’s
annual meeting of stockholders (the “Annual Meeting”)
an Option to purchase 1,000 Common shares (subject to adjustment as
provided in Section 7). The exercise price for each Option
granted pursuant to this Section 4(b) shall be
the Fair Market Value (as defined below) of the Common Shares at
the close of business on the date preceding the Date of Grant (the
“Exercise Price”). The “Fair Market Value”
of a Common Share on any day shall be equal to the last sale price
per Common Share on such day or, in case no such sale takes place
on such day, the average of the closing bid and asked prices in
either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to
trading on the NASDAQ National Market System (“NMS”),
or, if the Common Shares are not listed or admitted to trading on
the NNS, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal
national securities exchange on which the Common Shares are listed
or admitted to trading or, if the Common Shares are not listed or
admitted to trading on any national securities exchange or the NMS,
the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over—the—counter
market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotations System or such other system
then in use or, if on any such date the Common Shares are not
quoted by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a
market in the Common Shares who is selected in good faith by the
Board of Directors of the Company.
(c)
Vesting . An Option granted under Section 4(a) of
this Plan shall vest and become exercisable on the first
anniversary of the Date of Initial Grant, but only if the recipient
of such Option (the “Optionee”) continues to serve as a
Director for at least one year from the Date of Initial Grant. An
Option granted under section 4(b) of this Plan shall vest and
become exercisable on the date of the Annual Meeting following the
Date of -Grant of such Option, but only if the Optionee continues
to serve as a Director until at least the date of the Annual
Meeting following the Date of Grant of such Option.
(d)
Manner of Exercise . Any vested and exercisable Option may
be exercised by the holder thereof by giving written notice, signed
by such holder, to the Company stating the number of Common shares
with respect to which the Option is being exercised, accompanied by
payment in full of the aggregate Exercise Price in cash or by check
payable to the Company. No Option may be exercised with respect to
any fractional share; cash shall be paid in lieu of fractional
shares. As promptly as practicable following the receipt of a
notice hereunder, the Company shall issue a stock certificate
registered in the name of the Director exercising such Option,
representing the number of Common Shares issued to such Director
upon exercise of the Option.
(e)
Termination or Expiration . Each Option shall expire on the
earlier of the tenth anniversary of the Date of Grant or ninety
(90) days after the date the Optionee ceases to be a Director of
the Company, whichever comes first.
(f)
Transferability . Neither the Option nor any interest
therein may be sold, assigned, conveyed, gifted, pledged,
hypothecated or otherwise transferred in any manner other than by
will or the laws of descent and distribution. During the
recipient’s lifetime, an Option may only be exercised by the
Optionee or the optionee’s guardian or legal
representative.
(g)
Payment of Withholding Taxes . If the Company is obligated
by law to withhold an amount on account of any Federal, state or
local tax imposed as a result of the exercise of the Option (such
amount shall be referred to herein as the “Withholding
Liability”), the Optionee shall, on the first date upon which
the Company becomes obligated to pay the Withholding Liability to
the appropriate taxing authority pay the Withholding Liability to
the Company in full in cash or by check.
(h)
Stock Exchange Requirements; Applicable Laws .
Notwithstanding anything to the contrary in this Plan, no Common
Shares purchased upon exercise of the Option, and no certificate
representing all or any part of such shares, shall be issued or
delivered if (a) such shares have not been admitted to listing
upon official notice of issuance on the NMS or on each stock
exchange upon which shares of that class are then listed or
(b) in the opinion of counsel to the Company, such issuance or
delivery would~ cause the Company to be in violation of or to incur
liability under any Federal, state or other securities law, or any
requirement of any listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or
regulatory body having jurisdiction over
