Exhibit 10.33


 


THIRD AMENDMENT TO EMPLOYMENT AGREEMENT.


 


This Third Amendment to Employment Agreement
(the “Third Amendment”) is made and entered into as of March 31, 1995, 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 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 (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 and severance provisions.


 


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 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 the
fifth anniversary of the date thereof
(unless earlier terminated pursuant to Section 9 hereof).


 


(b)                             In the event
that the Employment Agreement is not renewed prior to the close of business on
the fifth anniversary of the date thereof, Employee shall, in consideration of
his execution of the General Release attached as Exhibit “A” hereof, be
entitled to a payment from the Company equal to the compensation to Employee
paid during the preceding twelve (12) months in accordance with Section 4(i) of
the Employment Agreement, but in no event less than $400,000 (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 that Employee has not revoked such General Release in the meanwhile.


 

















 


2.                                           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 Third Amendment as of the date first above written.


 


 


	
  KENNEDY-WILSON,
  INC.

  	
   

  
	
  a Delaware corporation

  	
   

  
	
  /S/ RANDALL DOTEMOTO

  	
   

  
	
  Chief Operating Officer,

  	
   

  
	
  Chief Financial Officer and Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EMPLOYEE

  	
   

  
	
   

  	
   

  
	
  /S/ WILLIAM J. McMORROW

  	
   

  



 

















 


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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