Fifth Amendment to Employment Agreement between Kennedy-Wilson, Inc. and Richard Mandel

Summary

This amendment updates the employment agreement between Kennedy-Wilson, Inc. and Richard Mandel. It extends Mandel's employment term to December 31, 2003, sets a $150,000 cap on his 2000 annual bonus, and grants him a one-time signing bonus of $335,000, payable in two installments in 2001. The amendment also allows for an advance payment on any 2001 bonus earned through June 30, 2001. All other terms of the original agreement remain unchanged.

EX-10.9.5 4 dex1095.txt FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT EXHIBIT 10.9.5 FIFTH AMENDMENT TO ------------------ EMPLOYMENT AGREEMENT -------------------- This Fifth Amendment to Employment Agreement (the "Fifth Amendment") is made and entered into as of October 1, 2000, by and between KENNEDY-WILSON, INC., a Delaware corporation with its principal office located in Beverly Hills, California (the "Company"), and Richard Mandel, an individual ("Employee"). RECITALS -------- WHEREAS, Company and Employee have entered into that certain Employment Agreement dated as of January 1, 1997, and amended May 19, 1997, January 1, 1998, January 1, 1999, and January 1, 2000 (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 to change the term, add a signing bonus and cap the year 2000 bonus. 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 October 1, 2000 as follows: 1. The Term of the Agreement is extended until December 31, 2003. Therefore, Section 3 of the Agreement is amended such that the termination date of "December 31, 2001" is deleted and the termination date of "December 31, 2003" is inserted in lieu thereof. 2. Section 5 (d) is amended such that the Employee's annual incentive award for the year 2000 is capped at $150,000. 3. Section 5(f) is added: 5(f) A one-time signing bonus of $335,000 shall be granted to Employee, $167,500 payable 3-15-01, and $167,500 payable 6-30-01. The $335,000 may be deferred in the Company's Deferred Compensation Plan at the election of the Employee and shall be subject to the Company match as otherwise defined in the Deferred Compensation Plan. 4. Section 5 (g) is added: 5 (g) For bonus earned in the year 2001, the Company will make an advanced payment on any bonus earned through 6-30-01 based on the actual revenues received and annualized projected costs. 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. KENNEDY-WILSON, Inc. a Delaware corporation /s/ James C. Ozello /s/ Kent Y. Mouton - ----------------------------------- ---------------------------- James C. Ozello, Acting Secretary Kent Y. Mouton Compensation/Stock Option Committee Chairman, Compensation/Stock Option Committee EMPLOYEE /s/ William J. McMorrow /s/ Richard Mandel - ----------------------------------- ---------------------------- William J. McMorrow, Chairman Richard Mandel /s/ Freeman Lyle - ---------------------------- Freeman Lyle Executive Vice President and Chief Financial Office