Exhibit 10.36


 


FIFTH AMENDMENT TO


 


EMPLOYMENT AGREEMENT


 


This Fifth Amendment to Employment Agreement (the “Fifth Amendment”) is
made and entered into as of May 19, 1997, by and between KENNEDY-WILSON,
INC., A Delaware corporation, with its principal office located in Santa
Monica, California (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 and January 1, 1996,
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 to change the Term of Employment, Bonus
and Severance Agreement.


 


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 May 19, 1997 as follows:


 


1. Section 2 of the Employment Agreement is
deleted in its entirety and the following is inserted in lieu thereof:


 


2.                                        Term (a): Employee
shall be employed by the Company pursuant to his Employment Agreement for a
term beginning in August 14, 1992, and continuing through to and
terminating at the close of business on December 31, 1999, (unless earlier
terminated pursuant to Section 9 hereof).


 


(b): In the event the Employment Agreement is terminated due to change
in control, or non renewal of the Agreement, except if change in control or non
renewal is for cause (which shall mean only Employee’s violation of criminal
law, material wrong act or omission, malfeasance or gross negligence which
causes material damage to the business or reputation of the Companies),
disability or death, the Employee shall in consideration of his execution of
the General Release attached as Exhibit “A”, hereof, be entitled to
payment from the Company equal to two (2) times the Employee’s annual
compensation. The annual compensation would be the arithmetic average of the
most recent three (3) year period and would include salary and bonus as
reported in the Proxy Statement, (the “Severance Payment”). Such Severance
Payment shall be paid to Employee ten (10) days following his execution
and delivery to Company of such General Release, provided Employee has not
revoked such General Release in the meanwhile.


 

















 


2.                                          Section 4(ii) of
the Employment Agreement is deleted in its entirety and the following is inserted
in lieu thereof:


 


4(ii).
An annual bonus payable in an amount as follows:


 


1998 Bonus     20% on profits of 3MM to 17.5MM (pretax,
pre bonus)


1997 Bonus    20% on profits of 3MM to 12.5MtvI (pre tax,
pre bonus)


1999 Bonus   
20% on profits of 3MM to 22.5MM (pre tax, pre bonus)


 


3.                                          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 Fifth Amendment as of the date
first above written.


 


 


	
  COMPANY

  	
   

  	
  ATTEST:

  
	
  KENNEDY-WILSON, Inc. a Delaware
  corporation

  	
   

  	
  /s/
  Kent Y. Mouton

  
	
  /s/
  James C. Ozello, Acting Secretary

  	
   

  	
  Chairman,
  Compensation

  
	
  Compensation
  Committee

  	
   

  	
  Committee

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE

  	
   

  	
  /s/ Freeman Lyle

  
	
  /s/ William J. McMorrow,
  Chairman

  	
   

  	
  Senior Managing Director,
  and Chief Financial Officer

  



 

















 


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.


 


 


	
  DATED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILLIAM J. McMORROW

  



 


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