GENERAL RELEASE

I, WILLIAM A. McMORROW (“Releasing Party”), in consideration for payment of the sum of                       dollars ($                    ), less applicable payroll deductions:

1.                                       Release and discharge forever KENNEDY-WILSON, INC., a Delaware corporation, and its present and former directors, officers, employees, agents, attorneys, divisions, subsidiaries, parent corporation, affiliates, successors, insurance carriers and assigns and each of them (hereinafter “Released Parties”), from all liabilities, claims, causes of action, charges, complaints, obligations, costs, losses, damages, injuries, attorneys’ fees, and other legal responsibilities, of any form whatsoever (hereinafter “Claims”), whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which I or my successors in interest now on or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this instrument, and without limiting the generality of the foregoing, from (a) all Claims based upon, relating to, or arising out of my employment and the termination of that relationship; and (b) all Claims for age discrimination under the Federal Age Discrimination and Employment Act, as amended, 29 U.S.C. §621, et seq.

2.                                       Acknowledge that I have been made aware of Section 1542 of the California Civil Code, which provides as follows:

Section 1542. [Certain claims not affected by general release.] A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known to him must have materially affected his settlement with the debtor.

and hereby waive and release any rights which I may have under Section 1542 of the Civil Code to the full extent that all such rights may lawfully be waived.

3.                                       Covenant that I have made no assignment and will make no assignment or the claims released herein and agree that I will not institute legal proceedings based upon, arising out of, or relating to any Claims released herein. I further agree to indemnify and hold harmless Released Parties, and each of them, against any loss or liability, whatsoever, including reasonable attorneys’ tees, caused by any action or proceeding, before any court or governmental agency, commission, division or department, whether state, federal or local, which is brought by me or my successors in interest if such action or proceeding arises out at, is based upon, or is related to any Claims released herein.

4.                                       Understand that the aforesaid payment is not to be construed as an admission on the part of said Released Parties of any wrongdoing or liability whatsoever.

5.                                       I understand and agree that this General Release is binding upon my heirs, personal representatives, spouse, executors, administrators and assigns.

6.                                       Acknowledge that I an advised in writing to consult With an attorney prior to executing this General Release and that I have been given a period of twenty one (21) calendar days to consider this General Release before executing it.  I further understand that Tor a period of seven (7) calendar days following the execution of this General Release, I may revoke it by delivering written notice of such revocation to KENNEDY-WILSON, INC. at its principal place of business, and that neither this general Release nor the obligation to make the payment referenced above shall become effective or enforceable until such revocation period has expired.

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