Exhibit 10.34


 


FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT


 


This
Fourth Amendment to Employment Agreement (the “Fourth Amendment”) is made and
entered into as of January 1, 1996, by and between KENNEDY-WILSON, INC., a
Delaware Corporation, with its principal office located in Santa Monica, California (the “Company”) and WILUAM 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 by that certain Amendment to
Employment Agreement dated as of January 1, 1993 and that certain Second
Amendment to Employment Agreement dated January 1, 1994 and that certain
Third Amendment to Employment Agreement dated March 31, 1995,
(collectively, the “Employment Agreement”),
providing for the employment of Employee by Company pursuant to the
terms of such Employment Agreement; and


 


WHEREAS, Company and Employee have agreed that the terms
of the Employment Agreement should be modified with respect to the term of the
Employment Agreement, salary and bonus provision.


 


AMENDMENT TO AGREEMENT


 


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby amend the Employment Agreement as follows:


 


1.                                      Section 2 (a) 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 this Employment Agreement for a
term beginning on August 14, 1992 and continuing through to, and
terminating at the close of business on December 31, 1997, (unless earlier terminated pursuant to Section 9 hereof).


 


2.                                      Section 4(i) of
the Employment Agreement shall be amended such that the annual salary amount of
“$400,000” is deleted and the annual salary amount of “$300,000” plus an annual
salary advance amount of “$100,000” payable against bonus earned is inserted in
lieu thereof.


 


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


 


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


 

















 


	
  PROFIT (MM)

  	
   

  	
  BONUS

  	
   

  
	
  0
  to 1

  	
   

  	
  0

  	
   

  
	
  1
  to 3

  	
   

  	
  10%(MAX.
  $100K)

  	
   

  
	
  3 to 7.5

  	
   

  	
  20%

  	
   

  



 


Bonus Cap—$7.5MM Profit


 


4.(iii)                       The Company
shall pay to Employee a bonus at the six (6) month interval based upon 1st
and 2nd quarter profits, consistent with the bonus schedule in 4(H). At year
end, additional bonus shall be paid on year end profits or any excess bonus
payout at the six month interval shall be refunded by Employee and/or the excess
bonus payout will be offset by Employee’s 1997 salary.


 


4. 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 Fourth Amendment
as of the date first above written.


 


 


	
  COMPANY

  	
   

  
	
  KENNEDY-WILSON, Inc. a Delaware
  corporation

  	
   

  
	
  /s/
  James C. Ozello, Acting Secretary

  	
   

  
	
  Compensation
  Committee

  	
   

  
	
   

  	
   

  
	
  EMPLOYEE

  	
   

  
	
  /s/ William J. McMorrow,
  Chairman

  	
   

  



 

















 


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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