Exhibit 10.29
FIFTEENTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This Fifteenth Amendment to
Employment Agreement (the “Fifteenth Amendment”) is
made and entered into by and between KENNEDY-WILSON, INC., a
Delaware corporation (the “Company”), and William J.
McMorrow, an individual (“Employee”). This
amendment will become effective at the times set forth below, which
include the time at which KW Merger Sub Corp. (“Merger
Sub”), a subsidiary of Prospect Acquisition Corp.
(“PAX”), is merged into the Company (the
“Effective Time”).
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, October 1, 2000, April 22,
2002, October 1, 2003, April 21, 2004,
January 1, 2008, and February 1, 2009 (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 shall be modified
as set forth below and that, except as modified, the Agreement
shall remain in full force and effect.
WHEREAS, Company and Employee have
agreed that the modifications set forth below that are effective as
of the Effective Time shall be conditioned upon the consummation of
the merger of PAX into the Company.
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 the times set forth below.
1.
Section 2 (b) is deleted
immediately before the Effective Time.
2.
Section 9 is deleted as of the
Effective Time and a new Section 9 is substituted as of the
Effective Time, to read as follows:
9.
Termination
.
(a)
Either Company or Employee may terminate this Agreement at any time
during the Term, in the event of a material breach of this
Agreement by Employee or Company which is not corrected within
thirty (30) days after the written notice of the breach is
delivered to the other party. The written notice from Company
to Employee shall include a reasonably detailed description of
Employee’s acts or omissions, which constitute cause for
termination. The term “cause” shall mean:
(i) the breach of any material provision of this Agreement;
(ii) persistent misconduct, neglect or negligence in the
performance of Employee’s duties and obligations as set forth
in this Agreement; (iii) disloyal, dishonest or illegal
conduct or moral turpitude of