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¶ – Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/24/09 Kennedy-Wilson Holdings, Inc. S-4¶ 121:12M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 3.64M
Business-Combination Transaction
121: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 9K
8: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 50K
9: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 90K
10: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 70K
2: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 65K
3: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 38K
4: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 37K
5: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 34K
6: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 34K
7: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 35K
11: EX-4.7 Instrument Defining the Rights of Security Holders HTML 47K
12: EX-8.1 Opinion re: Tax Matters HTML 34K
13: EX-8.2 Opinion re: Tax Matters HTML 37K
93: EX-10.100 Material Contract HTML 142K
94: EX-10.101 Material Contract HTML 472K
95: EX-10.102 Material Contract HTML 101K
96: EX-10.103 Material Contract HTML 157K
97: EX-10.104 Material Contract HTML 148K
98: EX-10.105 Material Contract HTML 85K
99: EX-10.106 Material Contract HTML 140K
100: EX-10.107 Material Contract HTML 99K
101: EX-10.108 Material Contract HTML 105K
102: EX-10.109 Material Contract HTML 57K
103: EX-10.110 Material Contract HTML 84K
104: EX-10.111 Material Contract HTML 101K
105: EX-10.112 Material Contract HTML 141K
106: EX-10.113 Material Contract HTML 120K
107: EX-10.114 Material Contract HTML 92K
108: EX-10.115 Material Contract HTML 140K
109: EX-10.116 Material Contract HTML 103K
110: EX-10.117 Material Contract HTML 102K
14: EX-10.20 Material Contract HTML 73K
15: EX-10.21 Material Contract HTML 42K
16: EX-10.22 Material Contract HTML 62K
17: EX-10.23 Material Contract HTML 38K
18: EX-10.25 Material Contract HTML 52K
19: EX-10.26 Material Contract HTML 49K
20: EX-10.27 Material Contract HTML 54K
21: EX-10.28 Material Contract HTML 107K
22: EX-10.29 Material Contract HTML 79K
23: EX-10.30 Material Contract HTML 56K
24: EX-10.31 Material Contract HTML 33K
25: EX-10.32 Material Contract HTML 33K
26: EX-10.33 Material Contract HTML 35K
27: EX-10.34 Material Contract HTML 39K
28: EX-10.35 Material Contract HTML 32K
29: EX-10.36 Material Contract HTML 38K
30: EX-10.37 Material Contract HTML 35K
31: EX-10.38 Material Contract HTML 35K
32: EX-10.39 Material Contract HTML 54K
33: EX-10.40 Material Contract HTML 54K
34: EX-10.41 Material Contract HTML 52K
35: EX-10.42 Material Contract HTML 35K
36: EX-10.43 Material Contract HTML 38K
37: EX-10.44 Material Contract HTML 34K
38: EX-10.45 Material Contract HTML 53K
39: EX-10.46 Material Contract HTML 69K
40: EX-10.47 Material Contract HTML 83K
41: EX-10.48 Material Contract HTML 32K
42: EX-10.49 Material Contract HTML 63K
43: EX-10.50 Material Contract HTML 81K
44: EX-10.51 Material Contract HTML 75K
45: EX-10.52 Material Contract HTML 33K
46: EX-10.53 Material Contract HTML 34K
47: EX-10.54 Material Contract HTML 33K
48: EX-10.55 Material Contract HTML 34K
49: EX-10.56 Material Contract HTML 35K
50: EX-10.57 Material Contract HTML 33K
51: EX-10.58 Material Contract HTML 35K
52: EX-10.59 Material Contract HTML 35K
53: EX-10.60 Material Contract HTML 34K
54: EX-10.61 Material Contract HTML 34K
55: EX-10.62 Material Contract HTML 34K
56: EX-10.63 Material Contract HTML 34K
57: EX-10.64 Material Contract HTML 34K
58: EX-10.65 Material Contract HTML 34K
59: EX-10.66 Material Contract HTML 35K
60: EX-10.67 Material Contract HTML 34K
61: EX-10.68 Material Contract HTML 39K
62: EX-10.69 Material Contract HTML 76K
63: EX-10.70 Material Contract HTML 48K
64: EX-10.71 Material Contract HTML 34K
65: EX-10.72 Material Contract HTML 45K
66: EX-10.73 Material Contract HTML 35K
67: EX-10.74 Material Contract HTML 35K
68: EX-10.75 Material Contract HTML 35K
69: EX-10.76 Material Contract HTML 36K
70: EX-10.77 Material Contract HTML 35K
71: EX-10.78 Material Contract HTML 37K
72: EX-10.79 Material Contract HTML 36K
73: EX-10.80 Material Contract HTML 36K
74: EX-10.81 Material Contract HTML 36K
75: EX-10.82 Material Contract HTML 37K
76: EX-10.83 Material Contract HTML 36K
77: EX-10.84 Material Contract HTML 77K
78: EX-10.85 Material Contract HTML 33K
79: EX-10.86 Material Contract HTML 33K
80: EX-10.87 Material Contract HTML 34K
81: EX-10.88 Material Contract HTML 34K
82: EX-10.89 Material Contract HTML 30K
83: EX-10.90 Material Contract HTML 226K
84: EX-10.91 Material Contract HTML 386K
85: EX-10.92 Material Contract HTML 488K
86: EX-10.93 Material Contract HTML 61K
87: EX-10.94 Material Contract HTML 122K
88: EX-10.95 Material Contract HTML 320K
89: EX-10.96 Material Contract HTML 54K
90: EX-10.97 Material Contract HTML 50K
91: EX-10.98 Material Contract HTML 246K
92: EX-10.99 Material Contract HTML 55K
111: EX-21.1 Subsidiaries HTML 62K
112: EX-23.1 Consent of Experts or Counsel HTML 28K
113: EX-23.2 Consent of Experts or Counsel HTML 28K
114: EX-99.3 Miscellaneous Exhibit HTML 27K
115: EX-99.4 Miscellaneous Exhibit HTML 27K
116: EX-99.5 Miscellaneous Exhibit HTML 27K
117: EX-99.6 Miscellaneous Exhibit HTML 27K
118: EX-99.7 Miscellaneous Exhibit HTML 27K
119: EX-99.8 Miscellaneous Exhibit HTML 27K
120: EX-99.9 Miscellaneous Exhibit HTML 27K
Exhibit 10.41
TENTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This Tenth Amendment to Employment Agreement (the “Tenth Amendment”) is made and entered into as of April 22, 2002, by and between KENNEDY-WILSON, INC., a Delaware corporation (the “Company”), and WILLIAM J. McMORROW, an individual (“Employee”).
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, and October 1, 2000 (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 should be modified as set forth below.
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 April 22, 2002 as follows:
1. Effective as of April 22, 2002 (but not for any calendar year or partial fiscal year prior thereto), Section 4 (ii) of the Employment Agreement is deleted in it entirety, and the following is inserted in lieu thereof:
4 (ii) Discretionary Bonus. In addition to the base salary provided for above, at the discretion of the Company, Employee may receive with respect to each fiscal year (or portion thereof) during the term of this Agreement, a discretionary bonus in an amount determined in the sole and absolute discretion of the Compensation and Stock Option Committees of the Board of Directors.”
2. A new Section 4 (iv) is added as follows:
4 (iv) A one-time grant of Restricted Stock of one million (1,000,000) shares of Kennedy-Wilson, Inc. common stock shall be granted to Employee effective 4-22-02. The one million shares of restricted stock will vest equally over the remaining eight-year term of the Agreement according to the following schedule:
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Year Ending |
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Number of Shares Vested |
|
|
|
12-31-02 |
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89,923 |
|
|
|
12-31-03 |
|
130,011 |
|
|
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12-31-04 |
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130,011 |
|
|
|
12-31-05 |
|
130,011 |
|
|
|
12-31-06 |
|
130,011 |
|
|
|
12-31-07 |
|
130,011 |
|
|
|
12-31-08 |
|
130,011 |
|
|
|
12-31-09 |
|
130,011 |
|
|
All Restricted Stock granted as detailed in 4 (iv) may be deferred in the Company’s Deferred Compensation Plan at the election of the Employee but shall not be subject to the Company match as otherwise defined in the Deferred Compensation Plan.
All Restricted Stock as detailed in 4 (iv) above shall vest immediately upon any change in control of the Company. “Change in control” shall mean the first to occur of any of the following events:
(a) Any “person” (as that term is used in Section 13 and 14 (d) (2) of the Securities Exchange Act of 1934 (“Exchange Act”)) becomes the beneficial owner (as that term is used in Section 13 (d) of the Exchange Act), directly or indirectly, of 50% or more of the Company’s capital stock entitled to vote in the election of directors;
(b) During any period of not more than two consecutive years, not including any period prior to the adoption of this Amendment, individuals who at the beginning of such period constitute the board of directors of the Company, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c), (d) or (e) of this section) whose election by the board of directors or nomination for election by the Company’s stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;
(c) The shareholders of the Company approve any consolidation or merger of the Company, other than a consolidation or merger of the Company in which the holders of the common stock of the Company immediately prior to the consolidation or merger hold more than 50% of the common stock of the surviving corporation immediately after the consolidation or merger;
(d) The shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or
(e) The shareholders of the Company approve the sale or transfer of all or substantially all of the assets of the Company to parties that are not within a “controlled group of corporations” (as defined in Code Section 1563) in which the Company is a member.
If any vesting of Restricted Stock in accordance with this Agreement results in the imposition of federal and/or state income taxes against Employee, then Company shall upon Employee’s request loan Employee funds sufficient to discharge the federal and or state income tax liability when due which arises solely from the vesting of the applicable portion of the Restricted Stock. Employee shall be solely responsible for the payment of any federal and state income taxes which are assessed as a result of Employee’s sale of any Restricted Stock. Any loan made by Company to Employee under the provisions of this paragraph shall bear interest at a variable rate equal to the prime rate of interest as published in the Wall Street Journal from time to time during the term of the loan and the principal balance of such loan together with accrued interest thereon shall be due and payable in full on the fifth (5th) anniversary date of the making of the loan by Company to Employee. Any such loan may be prepaid at any time by Employee without penalty.
3. Section 9(d) is amended such that the following is added:
“In the event of the Employee’s death or disability (to the extent he cannot provide services to Company as chief executive officer on a continuing basis), the Restricted Stock grant as detailed in 4 (iii) and 4 (v) will immediately vest and be awarded to Employee’s estate. If Employee’s employment is terminated for any reason, all unvested Restricted Stock granted to Employee and as detailed in 4 (iv) above and Restricted Stock previously granted as detailed in 4 (iii) of the Ninth Amendment to Employee’s Employment Agreement dated October 1, 2000 shall vest immediately upon such termination.”
Subject to the foregoing, the Employment Agreement remains in full force and effect, and Company and Employee hereby ratify and affirm the Employment Agreement in each and every respect.
IN WITNESS WHEREOF, the undersigned have executed this Tenth Amendment as of the date first above written.
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COMPANY |
|
|
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KENNEDY-WILSON, Inc. a Delaware corporation |
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/s/ Kent Y. Mouton |
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/s/ James C. Ozello, Acting Secretary |
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Chairman, Compensation |
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Compensation Committee |
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Committee |
|
|
|
|
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EMPLOYEE |
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/s/ Freeman Lyle |
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/s/ William J. McMorrow, Chairman |
|
Senior Managing Director, and Chief Financial Officer |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/24/09 | None on these Dates | ||
| 4/22/02 | ||||
| 10/1/00 | ||||
| 1/3/00 | ||||
| 8/9/99 | ||||
| 8/20/98 | ||||
| 5/19/97 | ||||
| 1/1/96 | ||||
| 3/31/95 | ||||
| 1/1/94 | ||||
| 1/1/93 | ||||
| 8/14/92 | ||||
| List all Filings | ||||
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 |