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Kennedy-Wilson Holdings, Inc. – ‘10-Q’ for 6/30/14 – ‘EX-10.1’

On:  Friday, 8/8/14, at 5:05pm ET   ·   For:  6/30/14   ·   Accession #:  1408100-14-97   ·   File #:  1-33824

Previous ‘10-Q’:  ‘10-Q’ on 5/12/14 for 3/31/14   ·   Next:  ‘10-Q’ on 11/10/14 for 9/30/14   ·   Latest:  ‘10-Q’ on 5/9/24 for 3/31/24   ·   8 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/08/14  Kennedy-Wilson Holdings, Inc.     10-Q        6/30/14   99:23M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.22M 
 2: EX-10.1     Form of Director Restricted Stock Award Agreement   HTML     40K 
                Pursuant to Amended and Resta                                    
 3: EX-31.1     Certification Pursuant to Rule 13A-14(A) or Rule    HTML     35K 
                15D-14(A) of the Securities Ex                                   
 4: EX-31.2     Certification Pursuant to Rule 13A-14(A) or Rule    HTML     35K 
                15D-14(A) of the Securities Ex                                   
 5: EX-32.1     Certification Pursuant to 18 U.S.C. Section 1350,   HTML     30K 
                as Adopted Pursuant to Sectio                                    
 6: EX-32.2     Certification Pursuant to 18 U.S.C. Section 1350,   HTML     30K 
                as Adopted Pursuant to Sectio                                    
67: R1          Document and Entity Information                     HTML     47K 
54: R2          Consolidated Balance Sheets (Unaudited)             HTML     94K 
65: R3          Consolidated Balance Sheets (Parenthetical)         HTML     56K 
70: R4          Consolidated Statements of Operations (Unaudited)   HTML    126K 
89: R5          Consolidated Statements of Operations (Unaudited)   HTML     30K 
                Consolidated Statements of Operations                            
                (Parenthetical) (Unaudited)                                      
56: R6          Consolidated Statements of Comprehensive Income     HTML     59K 
                (Loss) (Unaudited)                                               
64: R7          Consolidated Statement of Equity (Unaudited)        HTML     98K 
48: R8          Consolidated Statements of Cash Flows (Unaudited)   HTML    164K 
38: R9          Consolidated Statements of Cash Flows (Unaudited)   HTML     43K 
                (Parenthetical)                                                  
90: R10         Basis of Presentation                               HTML     41K 
72: R11         Summary of Significant Accounting Policies and      HTML     43K 
                Adoption of New Accounting Pronouncements                        
71: R12         Loans                                               HTML     45K 
77: R13         Real Estate and In-Place Lease Value                HTML    154K 
78: R14         Unconsolidated Investments                          HTML    227K 
75: R15         Fair Value Measurements                             HTML    139K 
79: R16         Other Assets                                        HTML     44K 
66: R17         Investment Debt                                     HTML     67K 
68: R18         Senior Notes                                        HTML     57K 
74: R19         Line of Credit                                      HTML     37K 
99: R20         Junior Subordinated Debentures                      HTML     35K 
85: R21         Stockholders' Equity                                HTML     93K 
60: R22         Earnings Per Share                                  HTML     81K 
73: R23         Segment Information                                 HTML    230K 
62: R24         Income Taxes                                        HTML     36K 
29: R25         Guarantor and Non-Guarantor Financial Statements    HTML    808K 
86: R26         Subsequent Events                                   HTML     30K 
95: R27         Summary of Significant Accounting Policies and      HTML     68K 
                Adoption of New Accounting Pronouncements                        
                (Policies)                                                       
43: R28         Loans (Tables)                                      HTML     39K 
42: R29         Real Estate and In-Place Lease Value (Tables)       HTML    146K 
46: R30         Unconsolidated Investments (Tables)                 HTML    220K 
47: R31         Fair Value Measurements (Tables)                    HTML    135K 
49: R32         Other Assets (Tables)                               HTML     43K 
21: R33         Investment Debt (Tables)                            HTML     74K 
83: R34         Senior Notes (Tables)                               HTML     58K 
58: R35         Stockholders Equity (Tables)                        HTML     78K 
61: R36         Earnings Per Share Earnings Per Share (Tables)      HTML     77K 
33: R37         Segment Information (Tables)                        HTML    222K 
98: R38         Guarantor and Non-Guarantor Financial Statements    HTML    811K 
                (Tables)                                                         
13: R39         Basis of Presentation Basis of Presentation         HTML     42K 
                (Details)                                                        
51: R40         Summary of Significant Accounting Policies and      HTML     30K 
                Adoption of New Accounting Pronouncements                        
                (Details)                                                        
88: R41         Loans (Details)                                     HTML     37K 
31: R42         Loans (Narrative) (Details)                         HTML     48K 
41: R43         Real Estate and In-Place Lease Value (Narrative)    HTML     53K 
                (Details)                                                        
45: R44         Real Estate and In-Place Lease Value (Schedule of   HTML     43K 
                Investments in Consolidated Properties) (Details)                
55: R45         Real Estate and In-Place Lease Value - Schedule of  HTML     73K 
                Acquisitions (Details)                                           
20: R46         Real Estate and In-Place Lease Value - Joint        HTML     58K 
                Venture Consolidations (Details)                                 
37: R47         Real Estate and In-Place Lease Value (Schedule of   HTML     42K 
                Pro Forma Information) (Details)                                 
15: R48         Unconsolidated Investments (Narrative) (Details)    HTML     82K 
87: R49         Unconsolidated Investments (Schedule of             HTML     35K 
                Unconsolidated Investments) (Details)                            
30: R50         Unconsolidated Investments (Schedule of Joint       HTML     63K 
                Ventures) (Details)                                              
84: R51         Unconsolidated Investments (Cash Distributions KW   HTML     39K 
                Residential, LLC) (Details)                                      
34: R52         Unconsolidated Investments (Schedule of New Joint   HTML     43K 
                Venture Investments) (Details)                                   
52: R53         Unconsolidated Investments (Cash Distributions by   HTML     61K 
                Investment Type and Location) (Details)                          
14: R54         Unconsolidated Investments (Schedule of             HTML     70K 
                Investments in Loan Pools) (Details)                             
18: R55         Unconsolidated Investments (Schedule of Interest    HTML     36K 
                Income and Foreign Currency Gain) (Details)                      
44: R56         Fair Value Measurements (Schedule of Fair Value     HTML     51K 
                Measurements) (Details)                                          
24: R57         Fair Value Measurements (Investments in Joint       HTML     41K 
                Ventures) (Details)                                              
92: R58         Fair Value Measurements (Schedule of Changes in     HTML     37K 
                Level 3 Investments) (Details)                                   
57: R59         Fair Value Measurements (Schedule of Significant    HTML     46K 
                Inputs) (Details)                                                
76: R60         Fair Value Measurements (Derivatives Financial      HTML     55K 
                Instruments) (Details)                                           
36: R61         Fair Value Measurements (Fair Value of Financial    HTML     33K 
                Instruments) (Details)                                           
39: R62         Other Assets (Details)                              HTML     69K 
82: R63         Investment Debt (Details)                           HTML     56K 
80: R64         Investment Debt (Schedule of Maturities) (Details)  HTML     49K 
59: R65         Senior Notes (Narrative) (Details)                  HTML     38K 
81: R66         Senior Notes (Schedule of Senior Notes) (Details)   HTML     48K 
35: R67         Line of Credit (Details)                            HTML     57K 
63: R68         Junior Subordinated Debentures (Details)            HTML     55K 
94: R69         Stockholders Equity (Common Stock) (Details)        HTML     33K 
17: R70         Stockholders Equity (Dividend Distributions)        HTML     65K 
                (Details)                                                        
28: R71         Stockholders Equity (Stock Compensation) (Details)  HTML     31K 
53: R72         Stockholders Equity (Accumulated Other              HTML     52K 
                Comprehensive Income) (Details)                                  
23: R73         Stockholders Equity (Derivative) (Details)          HTML     38K 
97: R74         Stockholders' Equity (Noncontrolling Interests)     HTML     44K 
                (Details)                                                        
32: R75         Earnings Per Share (Details)                        HTML     73K 
25: R76         Segment Information (Details)                       HTML    119K 
27: R77         Income Taxes (Details)                              HTML     46K 
19: R78         Guarantor and Non-Guarantor Financial Statements    HTML    135K 
                (Balance Sheets) (Details)                                       
22: R79         Guarantor and Non-Guarantor Financial Statements    HTML    176K 
                (Income Statements) (Details)                                    
69: R80         Guarantor and Non-Guarantor Financial Statements    HTML     84K 
                (Comprehensive Income) (Details)                                 
26: R81         Guarantor and Non-Guarantor Financial Statements    HTML    181K 
                (Cash Flows) (Details)                                           
93: R82         Guarantor and Non-Guarantor Financial Statements    HTML     29K 
                (Details)                                                        
50: R83         Subsequent Events (Details)                         HTML     30K 
96: XML         IDEA XML File -- Filing Summary                      XML    151K 
16: EXCEL       IDEA Workbook of Financial Reports                  XLSX    416K 
40: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   4.17M 
 7: EX-101.INS  XBRL Instance -- kw-20140630                         XML   6.18M 
 9: EX-101.CAL  XBRL Calculations -- kw-20140630_cal                 XML    289K 
10: EX-101.DEF  XBRL Definitions -- kw-20140630_def                  XML   1.11M 
11: EX-101.LAB  XBRL Labels -- kw-20140630_lab                       XML   2.03M 
12: EX-101.PRE  XBRL Presentations -- kw-20140630_pre                XML   1.43M 
 8: EX-101.SCH  XBRL Schema -- kw-20140630                           XSD    245K 
91: ZIP         XBRL Zipped Folder -- 0001408100-14-000097-xbrl      Zip    403K

‘EX-10.1’   —   Form of Director Restricted Stock Award Agreement Pursuant to Amended and Resta

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  KW-06.30.14-EX10.1  


Exhibit 10.1
KENNEDY-WILSON HOLDINGS, INC.
AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT (this “Agreement”), is made effective as of [_________], 2014 (the “Effective Date”), 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. Amended and Restated 2009 Equity Participation Plan (as amended, 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 [_____] 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 [_________], 2014. Copies of such Agreement are on file in the offices of the Secretary, Kennedy-Wilson Holdings, Inc., 9701 Wilshire Blvd., Suite 700, Beverly Hills, CA 90212.”
4.    Vesting.
Subject to Section 5, twenty percent (20%) of the Restricted Shares shall vest, no longer be subject to Restrictions and become transferable on each of April 15, 2015, April 15, 2016, April 15, 2017, April 15, 2018 and April 15, 2019.
5.    Termination of Directorship; Change of Control.
Notwithstanding the foregoing, if, prior to the Awardee’s fully satisfying the vesting requirements set forth in Section 4:
(a)    Either (i) a Change of Control occurs and the Awardee continues to serve as a Director until at least immediately prior to the Change of Control, or (ii) the Awardee ceases to be a Director by reason of the Awardee’s death or Total and Permanent Disability, in any such event, all of the Restricted Shares shall automatically become fully vested, no longer subject to Restrictions and freely transferable, as of the date of such Change of Control or cessation of service as a Director, respectively; or
(b)    The Awardee ceases to be a Director for any reason other than as set forth in clause (ii) of Section 5(a), all of the Restricted Shares shall thereupon be cancelled and forfeited as of the date of such cessation.
6.    Restriction on Transferability.
Except as otherwise provided in the Plan and subject to Section 5, the Restricted Shares shall not be transferable unless and until (and solely to the extent) the Awardee satisfies the vesting requirements contained in Section 4.
7.    Voting and Dividend Rights.
The Awardee shall have the voting and dividend rights of a stockholder of Common Stock with respect to the Restricted Shares.
8.    Regulation by the Committee.
This Agreement and the Restricted Shares shall be subject to the administrative procedures and rules as the Committee shall adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement, shall be conclusive and binding upon the Awardee.



9.    Withholding.
The Company or an Affiliate shall be entitled to deduct and withhold the minimum amount necessary in connection with the Awardee’s Restricted Shares to satisfy its withholding obligations under any and all federal, state and/or local tax rules or regulations.
10.    Amendment.
The Committee may amend this Agreement at any time and from time to time; provided, however, that no amendment of this Agreement that would impair the Awardee’s rights or entitlements with respect to the Restricted Shares shall be effective without the prior written consent of the Awardee.
11.    Plan Terms.
The terms of the Plan are hereby incorporated herein by reference.
12.    Effective Date of Award.
The award of each Restricted Share under this Agreement shall be effective as of the Effective Date.
13.    Awardee Acknowledgment.
By executing this Agreement, the Awardee hereby acknowledges that he or she has received and read the Plan and this Agreement and that he or she agrees to be bound by all of the terms of both the Plan and this Agreement.

[Signature page follows]






IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first above written.

AWARDEE:
 
KENNEDY-WILSON HOLDINGS, INC.
 
 
 
________________________________
[__________]
 
By:                  
 
 
Its:               
 


{00005498;1}
 
 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
4/15/19
4/15/18
4/15/174
4/15/164
4/15/154
Filed on:8/8/144,  424B3,  8-K
For Period end:6/30/14
 List all Filings 

8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/23  Kennedy-Wilson Holdings, Inc.     10-K/A     12/31/22   17:1.2M
 2/23/23  Kennedy-Wilson Holdings, Inc.     424B3                  1:4.9M
 2/22/23  Kennedy-Wilson Holdings, Inc.     10-K       12/31/22  119:23M
 3/31/22  Kennedy-Wilson Holdings, Inc.     10-K/A     12/31/21   16:660K
 2/28/22  Kennedy-Wilson Holdings, Inc.     424B3                  1:4.4M
 2/25/22  Kennedy-Wilson Holdings, Inc.     10-K       12/31/21  118:23M
 3/01/21  Kennedy-Wilson Holdings, Inc.     424B3                  1:5.1M
 2/26/21  Kennedy-Wilson Holdings, Inc.     10-K       12/31/20  123:27M
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