EXHIBIT 10.1


EMPLOYMENT
AGREEMENT


THIS AGREEMENT,
made as of this 27th day of February, 2007, is between Orleans Homebuilders,
Inc., a Delaware corporation with offices at 3333 Street Road, One Greenwood
Square, Bensalem, Pennsylvania   19020
(hereinafter the “Company” or “Orleans”), and Garry Herdler, an individual (hereinafter
called “Employee”).


BACKGROUND


The Company
desires to employ Employee as Executive Vice President and Chief Financial
Officer, and Employee desires to be so employed on the terms and conditions
contained in this Agreement.


NOW THEREFORE, in
consideration of the promises and the mutual covenants and agreements contained
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:


SECTION
1.         CAPACITY AND DUTIES


1.1          Employment:  Acceptance of Employment.   The Company employs
Employee, and Employee accepts employment by the Company, upon the terms and
conditions hereinafter set forth.  The
effective date of such employment (the “Effective
Date”) is February 27, 2007. 
The term of Employee’s employment hereunder (the “Term”) shall commence on the Effective Date
and continue thereafter until this Agreement is terminated in accordance with
Section 3 below.  In the event that
Employee fails to commence providing services to the Company on the Effective
Date or within fourteen (14) days thereafter, this Agreement will automatically
terminate on this latter date and, upon such termination, neither party shall
have any liability or obligation to the other under this Agreement.


1.2          Capacity
and Duties.


(a)               Employee
shall be employed by the Company as Executive Vice President and Chief
Financial Officer, and, subject to the supervision and control of Orleans’
President , agrees to perform (and shall have the right and authority to
perform) such duties and responsibilities normally associated with the position
of Executive Vice President and Chief Financial Officer and as may be assigned
to Employee from time to time by Orleans’ President (the “President”).  Employee is required to work those business
hours customarily necessary to perform properly such duties and
responsibilities normally associated with the position of Executive Vice
President and Chief Financial Officer and as may be assigned to Employee from
time to time by the President .  The
Employee shall report exclusively to the President.


(b)              During
his employment hereunder, Employee shall devote his full working time, energy,
skill and reasonable best efforts to the performance of his duties hereunder
and shall not be employed by or participate or engage in or take part in any
manner in the













management or operation of any business enterprise or pursuit other
than the Company and its Affiliates.  For
purposes of this Agreement, “Affiliate”
means any person or entity controlling, controlled by or under common control
with the Company.  “Control”, as used herein, means the power
to direct management and policies of a person or entity, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.  Notwithstanding the
foregoing, it shall not be a violation of this Agreement for Employee to serve
on charitable, industry association, civil or corporate boards or committees or
perform other similar activities, provided Employee obtains prior written
approval to do so from the President (which approval shall not be unreasonably
withheld or delayed), nor shall it be a violation of this Agreement for
Employee to manage his personal investments, so long as such activities neither
materially interfere nor materially conflict with Employee’s work for the
Company.


(c)           The principal location for
performance of Employee’s services hereunder shall be at the offices of the
Company in Philadelphia, Pennsylvania, subject to reasonable travel requirements
during the course of such performance. Employee shall not be required, without
his consent, to regularly report to any office of the Company which is located:
(i) more than thirty-five (35) miles from the Company’s current office
location, or (ii) outside the State of Pennsylvania, provided Employee will be
expected to travel to the extent reasonably necessary to fulfill his
responsibilities.


SECTION
2.         COMPENSATION AND FRINGE BENEFITS


2.1          Compensation.


(a)               Base
Salary.  As compensation for Employee’s
services hereunder, the Company shall pay to Employee for Fiscal Years
(hereinafter defined) 2007, 2008 and 2009 an annual base salary of Four Hundred
Fifty Thousand Dollars ($450,000), which annual salary shall increase to Four
Hundred Seventy-Five Thousand Dollars ($475,000) for Fiscal Years 2010, 2011
and 2012 (the “Base Salary”).  For Fiscal Year 2013 and thereafter, if
applicable, the parties shall negotiate in good faith to determine Employee’s
base salary.  Employee’s base salary
shall be payable in accordance with the Company’s regular payroll practices in
effect from time to time during Employee’s employment, but not less frequently
than monthly.  The Company’s fiscal year
runs from July 1 through June 30 (“Fiscal
Year”) so that, for example, Fiscal Year 2008 runs from July 1, 2007
through June 30, 2008.  For Fiscal Year
2007, during which Employee will work less than a full year, Employee’s Base
Salary will be pro-rated.


(b)              Bonus.


(i)                   Signing
Bonus.  The Company shall pay
Employee a Signing Bonus in the amount of $900,000, payable as follows:
(a)  $250,000 payable ten (10) days after
the Effective Date or the business day immediately following such tenth day if
not a business day; (b) $250,000 payable on the first anniversary of the
Effective Date; (c) $250,000 payable on the second anniversary of the Effective
Date; and (d) $150,000 payable on the third anniversary of the Effective
Date.  Except as described in Section
2.7(a) and (c), in order to receive each of the four Signing Bonus payments,
Employee must be employed by the Company on the date the relevant Signing Bonus
payment is required to be made.













(ii)                  Semi-Annual
Bonus for Fiscal Years 2008 and 2009.


a.             The Company shall pay Employee a “Guaranteed Minimum Bonus” pursuant to the
following schedule for Fiscal Year 2007 through Fiscal Year 2009:


	
  Period

  	
   

  	
  Guaranteed Minimum Bonus

  	
   

  	
  Payment Dates

  
	
  Fiscal Year 2007
  (Effective Date through June 30, 2007)

  	
   

  	
  $150,000

  	
   

  	
  100% on July 1, 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Year 2008
  (July 1, 2007 through June 30, 2008)

  	
   

  	
  $300,000

  	
   

  	
  50% on December 31, 2007 and 50% on June 30, 2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Year 2009
  (July 1, 2008 through June 30, 2009)

  	
   

  	
  $300,000

  	
   

  	
  50% on December 31, 2008 and 50% on June 30, 2009

  



 


Except as described in
Section 2.7(a) and (c), Employee must be employed by the Company on each
Payment Date for the Employee to receive the Guaranteed Minimum Bonus payable
on that date.


b.             With respect to Fiscal Years 2008
and 2009, Employee shall also be paid an additional bonus (“Additional Bonus”), if any, at such time as
the cash bonuses for such fiscal year are paid to the Company’s other executive
officers (or if no cash bonuses are payable to the other executive officers, at
such time as the Company customarily pays such amounts), but in no event later
than 75 days following the end of the Fiscal Year to which such Additional
Bonus relates.  The Additional Bonus, if
any, for Fiscal Year 2008 and 2009 shall be equal to the positive difference,
if any, between (i) the sum of: (A) 0.75% of the first $100 million of Pre-Tax,
Pre-Bonus Consolidated Income for the Fiscal Year, and (B) 0.50% of any
Pre-Tax, Pre-Bonus Consolidated Income in excess of $100 million for the Fiscal
Year; and (ii) the Guaranteed Minimum Bonus for that Fiscal Year.  No Additional Bonus payments will be made
unless and until a plan document outlining the terms of the Additional Bonus
arrangement has been disclosed to and approved by the Company’s shareholders.


c.             The determination of the Company’s
Pre-Tax, Pre-Bonus Consolidated Income shall be made  by the Company in a manner consistent with
the manner in which such amount is calculated in connection with the
determination of the cash bonuses for other Company executive officers and the
audited financial statements of the Company for the periods in question.  The “Pre-Tax,
Pre-Bonus Consolidated Income” shall be equal to the Company’s net
income determined in accordance with US GAAP, plus amounts deducted when
determining the net income on account of (1) bonuses payable to all senior executives
pursuant to the Orleans Homebuilders, Inc. Incentive Compensation Plan (the “Incentive Compensation Plan”); (2)  all state, federal, city, municipal, capital
and other













similar taxes, in accordance with US GAAP;
and (3) write-downs (including write-downs of good will and other intangible
assets), charges (whether cash or otherwise), deposit forfeitures, or other
similar accruals/expenses related to the Company’s inventory of owned or
controlled lots, land, option contracts, homes, works in progress and/or other
similar items.


d.             Except as described in Section
2.7(a) and (c), Employee shall be eligible for the Additional Bonus only if
Employee is employed by the Company on the date the Additional Bonus payment is
required to be made.


(iii)                 Annual
Bonus for Fiscal Years 2010, 2011, 2012 and Thereafter.


a.             For Fiscal Years 2010,  2011 and 2012, Employee shall be paid an
Annual Bonus, if any, at such time as the cash bonuses for such fiscal year are
paid to the Company’s other executive officers (or if no cash bonuses are
payable to the other executive officers, at such time as the Company
customarily pays such amounts), but in no event later than 75 days following
the end of the Fiscal Year to which such Annual Bonus relates.  The Annual Bonus shall be paid pursuant to
and in accordance with all of the terms and conditions of the Incentive
Compensation Plan; provided, however, that the Incentive Compensation Plan and
its terms are not guaranteed and may be altered or eliminated in accordance
with the terms of the Plan.  The “Annual Bonus”, if any, for Fiscal Years
2010,  2011, 2012 and thereafter shall be
equal to the sum of: (A) 0.75% of the first $100 million of Net Pre-Tax Profits
for the Fiscal Year, and (B) 0.50% of any Net Pre-Tax Profits in excess of $100
million for the Fiscal Year.  “Net Pre-Tax Profits” shall have the
meaning assigned to it in the Incentive Compensation Plan.  For Fiscal Year 2013 and thereafter, if
applicable, Employee shall be paid an Annual Bonus in accordance with the
provisions of this Section 2.1(a)(iii)a., unless otherwise agreed by the
Company and Employee in writing.


b.             Except as described in Section
2.7(a) and (c), Employee shall be eligible for the Annual Bonus only if
Employee is employed by the Company on the date the Annual Bonus payment is
required to be made.


(iv)                Aggregate
Minimum Compensation.  For
clarification purposes only, the following chart represents Employee’s total
minimum compensation (i.e., the sum of Employee’s Base Salary, Signing Bonus
and Guaranteed Minimum Bonus) for each fiscal year through Fiscal Year 2010
assuming Employee remains continuously employed by the Company through the end
of Fiscal 2010:













 


	
  

  	
   

  	
  Fiscal Year 2007

  	
   

  	
  Fiscal Year 2008

  	
   

  	
  Fiscal Year 2009

  	
   

  	
  Fiscal Year 2010

  	
   

  
	
  Base
  Salary

  	
   

  	
  $

  	
  150,000

  	
   

  	
  $

  	
  450,000

  	
   

  	
  $

  	
  450,000

  	
   

  	
  $

  	
  475,000

  	
   

  
	
  Signing
  Bonus

  	
   

  	
  $

  	
  250,000

  	
   

  	
  $

  	
  250,000

  	
   

  	
  $

  	
  250,000

  	
   

  	
  $

  	
  150,000

  	
   

  
	
  Guaranteed
  Minimum Bonus

  	
   

  	
  $

  	
  150,000

  	
   

  	
  $

  	
  300,000

  	
   

  	
  $

  	
  300,000

  	
   

  	
  N/A

  	
   

  
	
  Aggregate Minimum Compensation

  	
   

  	
  $

  	
  550,000

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  $

  	
  625,000

  	
   

  



 


2.2          Stock Options.  Employee shall receive an option to acquire
240,000 shares of common stock of the Company, which shall vest and become
exercisable with respect to 48,000 shares on each of the first five anniversary
dates of the Effective Date, subject to acceleration as provided in Section
2.7(a)(i)(B) below and in accordance with the Orleans Homebuilders, Inc. Second
Amended and Restated 2004 Omnibus Stock Incentive Plan.  The strike price for these options shall be
the fair market value on the Effective Date. 
The grant of these options shall be in accordance with all of the terms
and conditions of the Orleans Homebuilders, Inc. Second  Amended and Restated 2004 Omnibus Stock
Incentive Plan.  This Plan and its terms
are not guaranteed and may be altered or eliminated in accordance with the
terms of the Plan.  In the event of any
conflict between the terms of the option grant document and the terms of this
Agreement, then the terms of this Agreement shall govern and control.  The Company’s Compensation Committee has
approved the stock option grant described in this Section 2.2.  The stock options are subject to the approval
by the Company’s stockholders of the Second Amended and Restated 2004 Omnibus
Stock Incentive Plan.  In the event that
such approval is not obtained in conjunction with the Company’s 2007 annual
shareholder meeting, customarily held in December, the options shall expire and
become null and void at 11:59 pm on December 31, 2007.


2.3          Fringe Benefits.


(a)               During the Term, Employee (and his eligible
dependents, where applicable) shall be eligible to participate in the Company’s
insurance and health benefit plans to the extent and upon the terms offered to
the Company’s other senior executive officers and subject to the plans’
respective eligibility requirements and the plans’ other terms, conditions,
restrictions and exclusions.  Nothing
herein shall preclude or otherwise restrict the Company’s right to modify or
terminate any insurance or other benefit plan, policy or program as to all of
such senior executive officers as it deems appropriate in its sole discretion.


(b)              During the Term, Employee shall be eligible to
participate in all Company savings and retirement plans made available to the
Company’s other executive officers, including but not limited to any 401(k)
plans, supplemental executive retirement plans (SERP), incentive plans, savings
plans, stock purchase plans, stock incentive plans, retirement













plans and/or deferred compensation plans, subject to the plans’
respective eligibility requirements and other terms, conditions, restrictions
and exclusions.  To the extent
applicable, Employee shall be entitled to participate in such plans as a Tier 1
employee.  Nothing herein shall preclude
or otherwise restrict the Company’s right to modify or terminate any insurance
or other benefit plan, policy or program as to all such senior executive
officers (or Tier 1 employees, where applicable) as it deems appropriate in its
sole discretion.


(c)               Indemnification.


(i)                   The Company shall maintain a directors and
officers liability insurance policy during the Term to the extent such a policy
is available at commercially reasonable rates as determined by the Board of
Directors.  Employee shall be entitled to
coverage under such policy as an officer of the Company, subject to the policy’s
terms, conditions, restrictions and exclusions.


(ii)                  In addition to the Company’s obligation to maintain
said insurance, the Company shall, to the fullest extent permitted by and in
accordance with applicable law as it may be amended from time to time,
indemnify Employee in connection with any claim, action, suit, investigation or
proceeding arising out of or relating to performance by Employee of services
for, or any action of Employee as a director, officer, member, manager or
employee of, the Company, or of any other person or enterprise for whom
Employee is serving at the request of the Company as a director, officer,
member, manager or employee.  Expenses
reasonably incurred by Employee in defending such a claim, action, suit,
investigation or proceeding shall, to the extent permitted by applicable law,
be paid by the Company in advance of the final disposition thereof upon receipt
of a written undertaking by or on behalf of Employee to repay such amounts if it
shall ultimately be determined that Employee is not entitled to indemnification
by the Company as provided in this Section 2.3(c).  Notwithstanding anything in the foregoing to
the contrary, in no event will Employee be entitled to any indemnification (including
without limitation any advancement of fees or expenses) pursuant to this
Section 2.3(c) with respect to any action, suit or proceeding brought or made
by Employee against the Company or any of its affiliates or officers,
directors, employees or agents.  The
provisions of this Section 2.3(c) shall be in addition to any indemnification
rights Employee may have by law, contract, charter, by-law, policy of insurance
or otherwise.


2.4          Car
Allowance. 
During the Term, Employee shall receive a car allowance at the rate of
Seven Hundred Dollars ($700) per calendar month (hereinafter “Car Allowance”).  The Car Allowance shall be payable in
accordance with the Company’s regular payroll practices in effect from time to
time.


2.5          Vacation.  During the Term, Employee shall be entitled
to twenty (20) days of paid vacation during each full calendar year of  his employment in accordance with the terms
and provisions of the Company’s policies and practices in effect from time to
time.  This benefit shall be pro-rated during
Employee’s first partial year of employment with the Company.  Employee shall not take more than two (2)
consecutive weeks of vacation at one time without the Company’s approval.


2.6          Expense Reimbursement.


(a)               During the Term, the Company shall reimburse Employee
for all reasonable expenses incurred by him in connection with the performance
of his duties hereunder













in accordance with its regular
reimbursement policies applicable to senior executive officers as in effect
from time to time and upon receipt of itemized vouchers therefor and such other
supporting information as the Company may reasonably require.


(i)                   The Company shall pay to Employee a lump sum of
$225,000 to reimburse Employee for costs and expenses incurred in connection
with moving from his present primary condominium residence in New York City to
the Philadelphia area and in obtaining legal advice with regard to this
Agreement.  Such amount is payable six
weeks after the Effective Date.  Other
than as set forth in this Section 2.6(b), Employee shall be entitled to no
reimbursement for expenses incurred in connection with moving or obtaining
legal advice with regard to this Agreement.


2.7          Payments After Termination of
Employment.


(a)               Severance.


(i)                   Termination by the Company Without Cause, or by
the Employee For Good Reason. 
Subject to the terms and conditions set forth in Sections
2.7(a)(iv),  if, prior to June 30, 2012,
(x) Employee is terminated by the Company without Cause (as that term is defined
in Section 3.4), or (y) Employee terminates his employment with the Company for
Good Reason (as that term is defined in Section 3.7), then:


(A)          The Company shall pay to the Employee
in a lump sum, in cash, within 30 days after the Date of Termination the
aggregate of the following amounts: (1) any accrued but unpaid Guaranteed
Minimum Bonus and any accrued by unpaid Additional Bonus or Annual Bonus (“Accrued Bonus”) respecting any completed Fiscal Year ending
prior to the Date of Termination, (2) any portion of the Signing Bonus not yet
paid, and (3) the product of (x) the greater of (I) the Average Annual Bonus
(hereinafter defined) or (II) the Prior Year’s Bonus (hereinafter defined) and
(y) a fraction, the numerator of which is the number of days in the current
Fiscal Year through the Date of Termination, and the denominator of which is
365.


(I)            The term “Average
Annual Bonus” shall mean the arithmetic average of all of the
Employee’s bonuses set forth in Section 2.1(b), except for the Signing Bonus
described in Section 2.1(b)(i) above, during each of the last two full Fiscal
Years prior to the Date of Termination (including any amount of a bonus
deferred by Employee), or for such lesser period as the Employee has been
employed by the Company (annualized in the event that the Employee was not employed
by the Company for all of any such Fiscal Year, as though the Employee had been
paid all such bonuses).


(II)           The term “Prior Year’s
Bonus” shall mean the total of all of the Employee’s bonuses set
forth in Section 2.1(b), except for the Signing Bonus described in Section
2.1(b)(i) above, during the last full Fiscal Year prior to the Date of
Termination (annualized in the event that the Employee was not employed by the
Company for all of such Fiscal Year, as though the Employee had been paid all such
bonuses and including any amount of a bonus deferred by Employee).


















(B)        upon such termination by the Company
without Cause or by the Employee for Good Reason, all unvested stock options
granted to Employee shall immediately vest and become exercisable pursuant to
the terms, conditions and restrictions of the Second Amended and Restated 2004
Omnibus Stock Incentive Plan and shall no longer be  exercisable as of 5:00 p.m. (local time at
the Company’s executive offices) on the second anniversary of the date of such
termination, or such earlier date on which the term of the option would
otherwise expire in the ordinary course in accordance with the terms and
provisions of the option.


(C)           (1) 
if such termination by the Company without Cause or by the Employee for
Good Reason occurs during Fiscal Year 2007, 2008 or 2009, the Company shall pay
Employee the greater of (x) $750,000.00, or (y) the sum of Employee’s annual
Base Salary (at the rate in effect on the Date of Termination) and the greater
of (I) the Average Annual Bonus or (II) the Prior Year’s Bonus;


(2) if such
termination by the Company without Cause or by the Employee for Good Reason
occurs during Fiscal Year 2010, the Company shall pay Employee the greater of
(x) $525,000.00, or (y) the sum of Employee’s annual Base Salary (at the rate
in effect on the Date of Termination) and the greater of (I) the Average Annual
Bonus or (II) the Prior Year’s Bonus;


(3)           if such termination by the Company
without Cause or by the Employee for Good Reason occurs during Fiscal Year
2011, the Company shall pay Employee the greater of (x) $375,000.00, or (y) the
sum of Employee’s annual Base Salary (at the rate in effect on the Date of
Termination) and the greater of (I) the Average Annual Bonus or (II) the Prior
Year’s Bonus; and


(4)           if such termination by the Company
without Cause or by Employee for Good Reason occurs during Fiscal Year 2012,
the Company shall pay Employee the greater of (x) $375,000.00, or (y) fifty
percent (50%) of the sum of Employee’s annual Base Salary (at the rate in
effect on the Date of Termination) and the greater of (I) the Average Annual
Bonus or (II) the Prior Year’s Bonus.


(D)          if the Company maintains any employee
welfare benefit plan or program for which Employee would remain or otherwise
become eligible following the termination of Employee’s employment, the Company
shall maintain Employee’s enrollment in each such employee welfare benefit plan
or program at the Company’s sole expense for the eighteen (18) month period
immediately following the Employee’s termination, subject to the plan or
program’s terms, conditions, restrictions and exclusions.  With regard to any Company sponsored health
insurance, the Company will pay the full cost of continuation coverage for
Employee and Employee’s family (if Employee’s family is covered at the time of
Employee’s termination) for eighteen (18) months following termination provided
that Employee is eligible for and elects to receive such continuation coverage
under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), subject to
COBRA’s terms, conditions and restrictions; provided, however, that if the
Employee becomes reemployed with another employer and is eligible for medical
or other welfare benefits under another employer provided plan, the medical 













and other welfare
benefits described herein shall cease. 
Employee is required to provide the Company with timely notice of
Employee’s eligibility for such other benefits.


(E)           In no event shall the Employee be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Employee under any of the provisions
of this Agreement and such amounts shall not be reduced whether or not the
Employee obtains other employment, except as described in Section 2.7(a)(i)(D).


(ii)                  Termination
Following Change of Control.  If
Employee is terminated by the Company for any reason other than Disability or
death within 120 days prior to or, within one (1) year following a Change of
Control (as that term is defined in Section 3.6), or if Employee terminates his
employment with the Company for Good Reason within one (1) year following a
Change of Control, the Company shall pay Employee (to the extent such amounts
have not been previously paid pursuant to an earlier termination under Section
2.7(a)(i)) two (2) times the sum of Employee’s annual Base Salary (at the rate
in effect on the Date of Termination) and the greater of (I) the Average Annual
Bonus or (II) the Prior Year’s Bonus.  In
addition, if Employee is terminated without Cause or terminates his employment
for Good Reason during such one-year period, Employee shall be entitled to the
payments and benefits described in Section 2.7(a)(i)(A), (B), (D) and (E) (to
the extent such amounts have not been previously paid pursuant to an earlier
termination under Section 2.7(a)(i)) . 
The foregoing shall be in lieu of amounts that would otherwise be
payable to Employee under Section 2.7(a)(i)(C) above.  Anything in the Agreement to the contrary
notwithstanding, a termination by the Employee for any reason during the thirty
(30) day period immediately preceding the one (1) year anniversary of a Change
of Control shall be deemed to be a termination for Good Reason for all purposes
of this Agreement.


(iii)                 Subject
to the provisions of Sections 6.10, 6.11 and 6.12, any payments required to be
made pursuant to Sections 2.7(a)(i) or (ii) shall be made in equal installments
over a twelve (12) month period (except as otherwise specifically provided in
such Sections) in accordance with the Company’s payroll practices then in
effect.


(iv)                Employee
shall receive  the payments set
forth in this Section 2.7(a) if and only if (A) 
Employee duly executes, returns to the Company (and does not revoke if a
revocation period is included in the sole discretion of the Company) a termination
agreement (“Termination Agreement”)
substantially in the form attached hereto as Schedule of Termination Agreement,
as said form may be modified due solely to developments in the law including
legal claims that come into existence after the date hereof; and (B) Employee
complies with his obligations under this Agreement and the Termination
Agreement.


(v)                 Notwithstanding
anything in this Agreement to the contrary: 
(x) Employee shall have no right to any payments under Section 2.7(a)(i)
if Employee is terminated by the Company for Cause, if employee terminates his
own employment for other than Good Reason, or if Employee’s employment is
terminated due to his death or Disability; and (y)  Employee shall have no right to any payments under Section
2.7(a)(ii) if Employee 













terminates his own employment other than for Good Reason, or if
Employee’s employment is terminated due to his death or Disability.


(b)              All
Terminations.  Regardless of the
reason for the termination of Employee’s employment, whether by Employee or the
Company, whether for Cause or not, whether or not due to Employee’s death or
Disability, the Company will pay to Employee (or his estate and to the extent
not previously paid):  (i)
Employee’s Annual Base Salary through the Date of Termination, (ii) expense
reimbursement for all reasonable expenses incurred by him in connection with
the performance of his duties prior to the termination of his employment in
accordance with the terms and conditions of Section 2.6(a), (iii) any accrued
vacation pay, and (iv) any other amounts or benefits required to be paid
or provided to Employee under this Agreement or under any plan, program, policy
or practice or contract or agreement of the Company.


(c)               Termination
Due to Death or Disability and other Terminations.  If Employee is terminated due to death or
Disability (as that term is defined in Section 3.3) at any time or by the
Company for any reason other than Cause after June 30, 2012, or Employee
terminates his employment for Good Reason after June 30, 2012, the Company
shall also pay to the Employee, in a lump sum, in cash, within 30 days
after such Date of Termination (in addition to the amounts specified in
Section 2.7(b) above): (i) any unpaid 
portion of the Signing Bonus; (ii) a pro-rated (i.e., the number of days
in the current fiscal year through the Date of Termination divided by 365)
portion of the greater of (A) the Average Annual Bonus or (B) the Prior Year’s
Bonus; and (iii)  any Accrued Bonus
respecting any completed Fiscal Year ending prior to the Date of
Termination.  If Employee terminates his
employment without Good Reason (as that term is defined in Section 3.7), the
Company shall also pay to the
Employee, in a lump sum, in cash, within 30 days after such Date of Termination
(in addition to the amounts specified in Section 2.7(b) above), any
Accrued Bonus respecting any completed Fiscal Year ending prior to the Date of
Termination.


(d)              Benefits.  Regardless of the reason for the termination
of Employee’s employment, whether by Employee or the Company, whether for Cause
or not, whether or not due to Employee’s death or Disability, the Employee (or
his estate) shall not be eligible for any Company-paid benefits subsequent to
the termination of his employment, except to the extent eligible pursuant to
the applicable benefit plans or as required by law or as otherwise expressly
provided herein.


(e)               Accrued
Bonus.  Notwithstanding anything in
Section 2 of this Agreement to the contrary, the Company may delay payment of
the portion of the Accrued Bonus payable pursuant to Section 2.7 attributable
to an Additional Bonus or Annual Bonus until such time as such amount would
otherwise be payable to Employee had Employee not been terminated.


SECTION
3.         TERMINATION OF EMPLOYMENT


3.1          Section
4 Obligations.   The termination of Employee’s employment
either by Employee or by the Company, whether with or without Cause, and
whether or not due to Employee’s death or Disability, shall not release
Employee from Employee’s obligations and restrictions under Section 4 of this
Agreement.













3.2          Death
of Employee.   Employee’s employment hereunder shall
immediately terminate upon his death.


3.3          Employee’s
Disability. 
If Employee is unable to perform the essential functions of his job,
after reasonable accommodation, for any reason, for a total of thirteen (13)
weeks or more in any rolling six (6) month period (“Disability”), then the Company shall have the right to
terminate Employee’s employment on account of Employee’s disability.


3.4          Termination
for Cause.


(a)               The
Company may terminate Employee’s employment at any time  for “Cause”,
which for purposes of this Agreement, shall mean any of the following:  (i) self dealing, willful misconduct, fraud,
misappropriation, embezzlement, dishonesty, or misrepresentation (other than a
good faith dispute over an expense account charge that is of an immaterial and
insignificant amount), (ii) being charged by governmental authorities with or
convicted of a felony, (iii) material failure of Employee to perform his known
duties and responsibilities to the Company which persists for more than
fourteen (14) days after written notice or which recurs (i.e., the same or
substantially similar matter which has been cured after written notice from the
Company occurs again within the succeeding twelve month period), (iv) gross negligence
which persists for more than fourteen (14) days after written notice from the
Company or which recurs, (v) violation in any material respect by Employee of
any policy, rule, or reasonable direction or regulation of the Company which
persists for more than fourteen (14) days after written notice or which recurs,
or (vi) violation by Employee of any material provision of this Agreement which
persists for more than fourteen (14) days after written notice or which recurs.


(b)              For
purposes hereof, no act or failure to act, on the part of the Employee, shall
be considered “willful” unless it
is done, or omitted to be done, by the Employee in bad faith or without
reasonable belief that the Employee’s action or omission was in the best
interests of the Company. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board or upon the
instructions of the President of the Company or based upon the advice of
counsel for the Company shall be conclusively presumed to be done, or omitted
to be done, by the Employee in good faith and in the best interests of the
Company.


3.5          Termination
Without Cause by the Company.   The Company may terminate Employee’s
employment at any time and for any or no reason (i.e., without Cause) by
providing Employee with fourteen (14) days written notice, which notice the
Company can waive, in whole or in part, in its sole discretion, by paying
Employee for such time; provided however, the Company can terminate Employee’s
employment immediately in the event there is “Cause” as defined in Section 3.4,
in the event of Employee’s Disability as discussed in Section 3.3, or in the
event of Employee’s death as defined in Section 3.2.


3.6          Change
of Control. A “Change
of Control” shall be deemed to have occurred upon the earliest to
occur of the following dates:













(a)               the
date the stockholders of the Company (or the Board of Directors, if stockholder
action is not required) approve a plan or other arrangement pursuant to which
the Company will be dissolved or liquidated; or


(b)              the
date the stockholders of the Company (or the Board of Directors, if stockholder
action is not required) approve a definitive agreement to sell or otherwise
dispose of substantially all of the assets of the Company; or


(c)               the
date the stockholders of the Company (or the Board of Directors, if stockholder
action is not required) and the stockholders of the other constituent
corporation (or its board of directors if stockholder action is not required)
have approved a definitive agreement to merge or consolidate the Company with
or into such other corporation, other than, in either case, a merger or
consolidation of the Company in which holders of shares of the Company’s Common
Stock immediately prior to the merger or consolidation will have at least a
majority of the voting power of the surviving corporation’s voting securities
immediately after the merger or consolidation, which voting securities are to
be held in the same proportion as such holders’ ownership of Common Stock of
the Company immediately before the merger or consolidation; or


(d)              the
date any entity, person or group, within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act (other than (A) the Company or any of its
subsidiaries or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries, (B) Jeffrey P. Orleans or
family members of Jeffrey P. Orleans (all such persons being referred to as “Orleans
Family Members”), (C) any entity a majority of the equity in which is owned by
Orleans Family Members), or (D) any trust as to which a majority of the
beneficiaries are Orleans Family Members), shall have become the beneficial
owner of, or shall have obtained voting control over, more than fifty percent
(50%) of the outstanding shares of the Company’s Common Stock.


3.7          Termination
by Employee For Good Reason.   Employee may terminate Employee’s employment
at any time for “Good Reason”,
which for purposes of this Agreement, shall mean: (a) the assignment to the Employee of any duties inconsistent in any
material respect with the Employee’s position (including status, offices,
titles and reporting requirements), authority, duties or responsibilities as
contemplated by Section 1 of this Agreement, or any other action by the Company
which results in a diminution in such position, authority, duties or
responsibilities, excluding for this purpose any act which is remedied by the
Company within 14 days after the Company’s receipt of notice thereof given by
the Employee, or which recurs (i.e., the same or substantially similar
matter which has been cured after written notice from  Employee occurs again within the succeeding
twelve month period); (b) any failure
by the Company to comply with any of the provisions of this Agreement in any
material respect and which failure is not remedied by the Company within 14
days after the Company’s receipt of notice thereof given by the Employee or
which recurs; (c) the Company’s requiring the Employee to be based at any
office or location other than as provided in Section 1.2(c) hereof, which is
not remedied by the Company within 14 days after the Company’s receipt of
notice thereof given by the Employee, or which recurs; (d) the material breach
by the Company of any of its other material obligations under this Agreement,
which breach is not cured by the Company within 14 days after the Company’s
receipt of notice thereof given by the
Employee or 













which
recurs; or (e) the failure if the Company’s shareholders to approve the
Additional Bonus Plan as described in Section 2.1(b)(ii)b and/or the Company’s
Second Amended and Restated 2004 Omnibus Stock Incentive Plan as described in
Section 2.4, in conjunction with the Company’s 2007 annual shareholder meeting.


3.8          Termination
By Employee for Other Than Good Reason.


(a)               Employee
can terminate Employee’s employment at any time and for other than Good Reason
by providing the Company with fourteen (14) days written notice, which notice
period the Company can waive, in whole or in part, in its sole discretion, by
paying Employee for such time.


(b)              If
Employee terminates his employment with the Company for other than Good Reason,
Employee shall not:


(i)                   For
a period of six (6) months following such termination, directly or indirectly,
engage in (as a principal, shareholder, partner, director, officer, agent,
employee, consultant or otherwise) or be financially interested in any business
operating within any state in the United States in which the Company is doing
business at the time of such termination, which is primarily engaged in the
construction or marketing of any homes (whether single family, multi-family,
owner-occupied, rental or other) or the acquisition or development of any
property for residential purposes; provided, however, nothing contained in this
Section 3.8 shall prevent Employee from holding for investment no more than one
percent (1%) of any class of equity securities of a company whose securities
are publicly traded on a national securities exchange or in a national market
system;


(ii)                  For a period of one (1) year following such
termination, directly or indirectly, solicit, induce or encourage any person,
firm, corporation or other entity who or which is a Customer, distributor or
supplier of the Company to terminate or reduce its business or relationship
with the Company;


(iii)                 For a period of one (1) year following such
termination, directly or indirectly, solicit or assist any individual or entity
in the solicitation of business from, or performance of work for, any Customer
or Prospective Customer of the Company; and


(iv)                For a period of one (1) year following such
termination, directly or indirectly, solicit, employ or establish a business
relationship with, or encourage or assist any individual or entity to solicit,
employ or establish a business relationship with, any individual who was
employed by or worked as an independent contractor for the Company during the
preceding six (6) month period.


(c)               For
the purposes of this Section 3.8 only, the terms: (A) “Customer” shall mean those persons or
entities for which the Company performed services or to which it has sold or
otherwise provided any product during the last year of Employee’s employment
with the Company; and (B) “Prospective
Customer” shall mean all persons or entities with whom the Company
has had substantive discussions about becoming a customer of the Company in the
last year of Employee’s employment with the Company.


















3.9          Notice
of Termination.  Any
termination by the Company or by the Employee shall be communicated by Notice
of Termination to the other party hereto given in accordance with Section 6.5
of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written
notice which (i) indicates the specific termination provision in this Agreement
relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Employee’s employment under the
provision so indicated, and (ii) if the Date of Termination (as defined
below) is other than the date of receipt of such notice, specifies the
termination date.


3.10        Date
of Termination. “Date
of Termination” means (i) if the Employee’s employment is terminated
by the Company other than for death or Disability, or by the Employee for any
reason, the date of receipt of the Notice of Termination or any later date
specified therein, which date shall take into consideration any applicable cure
periods, and (ii) if the Employee’s employment is terminated by reason of death
or Disability, the Date of Termination shall be the date of death of the
Employee or the determination of Disability, as the case may be.  This Agreement shall terminate on the Date of
Termination, except that Sections 2.3(c)(ii), 3.8, 4, 5 and 6 shall survive the
termination of this Agreement, and any obligations of the Company to make
payments to Employee that accrued on or prior to the Date of Termination (including
without limitation obligations to make payments pursuant to Section 2.7) shall
survive termination of this Agreement. 
Notwithstanding the foregoing, the termination of this Agreement shall
not affect the Company’s  obligation to
make payments due to a Change of Control that occurs within 90 days after
Employee’s termination pursuant to Section 2.7(a)(ii).


SECTION
4.         CONFIDENTIALITY


4.1          Confidentiality.


(a)               Employee
acknowledges that in the course of performing his duties on behalf of the
Company he may, from time to time, be placed in a position of trust and
confidence in which he receives or contributes to the creation of confidential
and/or proprietary information relative to the Company’s operations.  This confidential and/or proprietary information
includes, but is not limited to: (i) business, manufacturing, marketing, legal
and accounting methods, policies, plans, procedures, strategies and techniques;
(ii) information regarding the Company’s planned communities and development
and acquisition activities; (iii) information concerning the Company’s
earnings, production volumes and methods for doing business; (iv) technical
information, such as patterns, designs, building plans and product
specifications; (v) trade secrets, including the formulas, methods, processes,
standards and devices associated with the Company’s building, manufacturing and
marketing activities; (vi) names, addresses and telephone numbers of the
Company’s employees, vendors, and suppliers; (vii) customer lists and the
names, addresses and telephone numbers of the Company’s customers and
prospective customers; (viii) pricing, credit and financial information; and
(ix) any and all other data or information relating to the operations and
business of the Company which is not known generally by and readily accessible
to the public. For purposes hereof, “confidential and/or proprietary
information” does not include, and there shall be no obligation hereunder with
respect to (i) information known by Employee prior to his employment by the
Company and (ii) information that is or becomes generally available to the
public other than as a result of a disclosure by Employee in violation of the
terms of this Agreement.













 


(b)              With
regard to the confidential and/or proprietary information as described in
Section 4.1(a), Employee agrees that during his employment he will safeguard
the privacy of the confidential and/or proprietary information and will use
and/or disclose this confidential and/or proprietary information only as
necessary to further the Company’s business interests. After Employee’s
employment has ended, regardless of the reason and whether initiated by the
Company or by Employee, Employee will not use and/or disclose the Company’s
confidential and/or proprietary information at any time, at any place, for any
reason except as required by law.  In the
event Employee is required to disclose any confidential and/or proprietary
information by order of any
court of competent jurisdiction or other governmental authority or is otherwise
legally required to do so, Employee shall timely inform the Company’s General
Counsel of all such legal or governmental proceedings so that the Company may
attempt by appropriate legal means to limit such disclosure.


(c)               Upon
Employee’s separation from the Company, regardless of the reason and whether
initiated by the Company or by Employee, Employee will return to the Company,
retaining no copies, any and all files, records, correspondence (other than
personal correspondence), documents, drawings and specifications, which relate
to or reflect the Company’s business operations, customers, prospective
customers, employees, suppliers, vendors, etc., regardless of where such items
were kept or prepared.


SECTION
5.         Injunctive and Other Relief.


5.1          Employee acknowledges and agrees that the provisions
of Sections 3.7 and 4 are reasonable with respect to their duration, scope and
geographical area.  In particular,
Employee acknowledges that the geographic scope of the Company’s business makes
reasonable the geographic restrictions of this Agreement.  If, at the time of enforcement of any of the
provisions of Sections 3.7 and/or 4, a court holds that the restrictions
therein exceed those allowed by applicable law, then such court will be
requested by the Company, Employee and all other relevant parties to enforce
the provisions in Sections 3.7 and 4 to the broadest extent possible under
applicable law and Sections 3.7 and 4 shall be deemed to have been so modified.


5.2          Employee agrees that if Employee breaches or threatens
to breach any of the provisions of Sections 3.7 and/or 4, the Company will have
available, in addition to any other right or remedy available, the right to
seek injunctive and equitable relief of any type from a court of competent
jurisdiction, including but not limited to, the right to seek an order
restraining such breach or threatened breach and to specific performance of any
such provision of this Agreement. 
Employee further agrees that no bond or other security shall be required
in obtaining such equitable relief and Employee hereby consents to the issuance
of such injunction and to the ordering of specific performance.


SECTION
6.         MISCELLANEOUS


6.1          Prior
Employment.  Employee
represents and agrees that, on the date hereof, he is not a party to, and will
not as of the Effective Date be a party to, or subject to, any other
employment, non-competition, joint venture, partnership or other agreement or
restriction that would be violated by his employment with the Company or his or
the Company’s rights and obligations hereunder; and that his employment and the
performance of his duties hereunder will













 


not breach the provisions of any contract, agreement,
or understanding to which he is party or bound or any duty owed by him to any
other person.  Employee agrees that he
will not hereafter become a party to or be bound by any such conflicting
agreement.


6.2          Right
to Work. 
Within the first seventy-two (72) hours of the Effective Date, Employee
must provide to the Company proof of Employee’s eligibility to work in the
United States, as required under the Immigration Reform & Control Act.  If Employee fails to provide this information
in a timely manner, the Company may provide Employee written notice that it is
terminating this Agreement and, upon such termination, neither party shall have
any liability or obligation to the other under this Agreement.


6.3          Payment
Dates and Payments.  The
Company shall be deemed to have complied with the payment dates referenced in
this Agreement if the Company pays Employee on the payroll pay date that
corresponds to the pay period during which the relevant payment date
falls.  All payments hereunder shall be
subject to applicable withholdings and taxes.


6.4          Severability;
Survival.  Nothing
in this Agreement is intended to violate any law or shall be interpreted to
violate any law.  In the event that any
provision contained in this Agreement shall be determined by any court of
competent jurisdiction to be overbroad and/or unenforceable,  then the court making such determination shall
have the authority to narrow the provision as necessary to make it enforceable
and the provision shall then be enforceable in its narrowed form.  Moreover, each provision of this Agreement is
independent of and severable from each other. 
In the event that any provision in this Agreement is determined to be
legally invalid or unenforceable by a court and is not modified by a court to
be enforceable, the affected provision shall be stricken from the Agreement,
and the remaining provisions of this Agreement shall remain in full, force and
effect..  For purposes of this Section
6.4, a “provision” of this Agreement shall mean any section or subsection of
this Agreement or any sentence or clause within any section or subsection of
this Agreement.  The provisions of
Sections 2.3(c)(ii), 3.8, 4, 5 and 6 of this Agreement shall survive the
termination of Employee’s employment and the termination of this Agreement and
any obligations of the Company to make payments to Employee that accrued on or
prior to the Date of Termination (including without limitation obligations to
make payments pursuant to Section 2.7) shall survive termination of Employee’s
employment and the termination of this Agreement.


6.5          Notices.  All notices hereunder shall be in writing and
shall be sufficiently given if hand-delivered, sent by documented overnight
delivery service or registered or certified mail, postage prepaid, return
receipt request or by fax  (confirmed by
U.S. mail), receipt acknowledged, addressed as set forth below or to such other
person and/or at such other address as may be furnished in writing by any party
hereto to the other.  Any such notice
shall be deemed to have been given as of the date received, in the case of
personal delivery, or on the date shown on the receipt of confirmation
therefor, in all other cases.













 


(a)               If to Company:


Orleans
Homebuilders Inc.

One Greenwood Square

3333 Street Road

Suite 101

Bensalem, PA   19020

Tel:  (215) 245-7500

Fax: (215) 633-2351


Attn:       Benjamin D. Goldman, Vice Chairman


(b)              If
to Employee:


At Employee’s
current home address as reflected in the Company’s records.


6.6          Entire
Agreement and Modification.  This
Agreement constitutes the entire agreement between the parties hereto with
respect to the matters contemplated herein and supersedes all prior agreements
and understandings with respect thereto. 
No amendment, modification, or waiver of this Agreement shall be
effective unless in writing.  Neither the
failure nor any delay on the part of any party to exercise any right, remedy,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege preclude
any other of further exercise of the same or any other right, remedy, power, or
privilege with respect to any occurrence or be construed as a waiver of any
right, remedy, power, or privilege with respect to any other occurrence.


6.7          Governing
Law.   The parties agree that this Agreement is made
pursuant to, and shall be construed an enforced in accordance with, the
internal laws of the Commonwealth of Pennsylvania, without giving effect to
otherwise applicable principles of conflicts of law.


6.8          Assignment and Succession.   The Company
may assign this Agreement in connection with any sale or merger (whether a sale
or merger of stock or assets or otherwise) of the Company or the business of
the Company.  Employee expressly consents
to the assignment of the Agreement to any new owner of the Company’s business
or purchaser of the Company.  Employee’s
rights and obligations hereunder are personal and may not be assigned by
Employee. This Agreement shall inure to the benefit of and be enforceable by
Employee’s heirs, beneficiaries and/or legal representatives.


6.9          Headings;
Counterparts.   The headings of paragraphs in this Agreement
are for convenience only and shall not affect its interpretation.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which,
when taken together, shall be deemed to constitute but one and the same
Agreement.


6.10        Special
Tax Provision; Section 280G.


(a)               Anything
in this Agreement to the contrary notwithstanding and except as set forth
below, in the event it shall be determined that any payment or distribution by
the













 


Company to or for the benefit of the Employee (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional
payments required under Section this Section 6.10) (a “Payment”)
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code or any Interest or Penalties (as hereinafter defined) are incurred
by the Employee with respect to such excise tax (such excise tax, together with
any such Interest or Penalties, are hereinafter collectively referred to as the
“Excise Tax”), then the Employee shall
be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by the Employee of
all taxes (including any Interest or Penalties imposed with respect to such
taxes), including, without limitation, any income taxes (and any Interest or
Penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments. 
Notwithstanding the foregoing provisions of this Section 6.10(a), if it
shall be determined that the Employee is entitled to a Gross-Up Payment, but
that the Payments do not exceed 110% of the greatest amount (the “Reduced Amount”) that could be paid to the Employee such
that the receipt of Payments would not give rise to any Excise Tax, then no
Gross-Up Payment shall be made to the Employee and the Payments, in the
aggregate, shall be reduced to the Reduced Amount.  For purposes of this Agreement, the term “Interest or Penalties” refers only to amounts of interest or
penalties imposed under applicable provisions of the Internal Revenue Code with
respect to excise taxes imposed on the Employee pursuant to Section 4999 of the
Code, and only to the extent such amounts of interest or penalties are
attributable to errors in calculation of amounts considered to be, or
potentially considered to be “excess parachute payments” (as that term is used
for purposes of Section 280G of the Internal Revenue Code) or are attributable
to the Company’s determination to contest claims or assessments of such excise
taxes by the Internal Revenue Service.


(b)              All
determinations required to be made under this Section 6.10, including whether
and when a Gross-Up Payment is required and the amount of such Gross-Up Payment
and the assumptions to be utilized in arriving at such determination, shall be
made by such certified public accounting firm as may be designated by the
Company (the “Accounting Firm”)
which shall provide detailed supporting calculations both to the Company and
the Employee within 15 business days of the receipt of notice from the Employee
that there has been a Payment requiring a Gross-Up Payment, or such earlier
time as is requested by the Company.  In
the event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control or the Accounting
Firm refuses to make the required determinations, the Company shall appoint
another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder).  All fees and
expenses of the Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment, as determined pursuant
to this Section 6.10, shall be paid by the Company to the Employee within five
days of the receipt of the Accounting Firm’s determination.  Any determination by the Accounting Firm
shall be binding upon the Company and the Employee, absent manifest error.  As a result of the uncertainty in the
application of Section 4999 of the Internal Revenue Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made (“Underpayment”), consistent
with the calculations required to be made hereunder. In the event that the
Company exhausts its remedies pursuant to Section 6.10(c) below and the
Employee thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company to or
for the benefit of the Employee.


(c)               The
Employee shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company
of the Gross-Up Payment. Such notification shall be given as soon as practicable
but no later than ten













 


business days after the Employee is informed in
writing of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. The Employee shall
not pay such claim prior to the expiration of the 30-day period following the
date on which it gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is
due). If the Company notifies the Employee in writing prior to the expiration
of such period that it desires to contest such claim, the Employee shall:


(i)                   give
the Company any information reasonably requested by the Company relating to
such claim,


(ii)                        take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company,


(iii)                 cooperate
with the Company in good faith in order effectively to contest such claim, and


(iv)                permit
the Company to participate in any proceedings relating to such claim;


provided, however, that the Company shall bear and pay
directly all costs and expenses (including additional Interest or Penalties)
incurred in connection with such contest and shall indemnify and hold the
Employee harmless, on an after-tax basis, for any Excise Tax or additional
income tax (including Interest or Penalties with respect thereto) imposed as a
result of such representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 6.10, the Company shall
control all proceedings taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim and
may, at its sole option, either direct the Employee to pay the tax claimed and
sue for a refund or contest the claim in any permissible manner, and the
Employee agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if
the Company directs the Employee to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to the Employee, on an
interest-free basis and shall indemnify and hold the Employee harmless, on an
after-tax basis, from any Excise Tax or income tax (including Interest or
Penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment
of taxes for the taxable year of the Employee with respect to which such
contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company’s control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Employee shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.


(d)              If,
after the receipt by the Employee of an amount advanced by the Company pursuant
to Section 6.10(c) above, the Employee becomes entitled to receive any refund
with respect to such claim, the Employee shall (subject to the Company’s
complying with the requirements of Section 6.10(c)) promptly pay to the Company
the amount of such refund













 


(together with any interest paid or credited thereon
after taxes applicable thereto). If, after the receipt by the Employee of an
amount advanced by the Company pursuant to Section 6.10(c), a determination is
made that the Employee shall not be entitled to any refund with respect to such
claim and the Company does not notify the Employee in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.


6.11        Special
Provisions if Covered Employee Status Remains Effective After Termination of
Employment. 
Notwithstanding anything to the contrary contained herein, in the event
Employee is treated as a “covered employee” (as that term is used for purposes
of Section 162(m) of the Internal Revenue Code) after his termination of
employment with the Company, then severance and other payments otherwise
payable hereunder for any taxable year of the Company shall be limited to the
extent that such payments would not be deductible by the Company by reason of
Section 162(m) of the Internal Revenue Code, and, to the extent so limited,
shall be paid in succeeding taxable years (up to the maximum permitted to be
deducted under Section 162(m) of the Internal Revenue Code) until all amounts
required to be paid under this Agreement have been paid; except that no amounts
shall be deferred longer than the end of the third taxable year following the
taxable year in which Employee’s termination occurred so that the Company shall
pay out any unpaid balance in the third taxable year following Employee’s
termination even if the third taxable year’s payment exceeds the maximum amount
permitted to be deducted under Section 162(m) of the Internal Revenue
Code.  In the event payments are deferred
on this basis, payments shall continue over a period of equal monthly
installments (except that any additional payments required to be made in the
third taxable year following Employee’s termination shall be added to and paid
out along with the twelfth (12th)
and final equal monthly installment for such third taxable year) and are
intended to constitute a fixed time and manner of payment consistent with the
requirements of Section 409A of the Internal Revenue Code.  Payments made on a deferred basis by reason
of this Section 6.11 shall be increased, in the aggregate, so that later
payment of amounts due include amounts that represent (simple) interest or
earnings, determined by reference to the prime rate as published from time to
time in the “Money Rates” section of the Wall Street Journal.


6.12        Special
Rules Regarding Section 409A of the Internal Revenue Code.  Notwithstanding anything herein to the
contrary, in the event any payments or benefits required to be provided
hereunder are deemed to constitute payments of “nonqualified deferred
compensation” that is subject to the requirements of Section 409A of the
Internal Revenue Code, then the time and manner in which such payment or
benefit is provided shall be adjusted, to the extent reasonably possible, so
that payment or distribution is made at a time and in a manner that is
consistent with the requirements of such Section 409A (and applicable proposed
or final Treasury regulations or other guidance issued or to be issued by the
Internal Revenue Service).  This Section
6.12 may, for example, require that certain payments to Employee following his
termination of employment be deferred until the date that is six (6) months
after the date of his separation from service with the Company if, at the time
of such termination of employment Employee was a “specified employee” (as that
term is used for purposes of Section 409A(2)(B)(i).  In the event of any deferral required by this
Section 6.12, any payments to be made in installments over time shall begin on
such deferred date and shall be made in the same number of installments and
over the same number of months as if no deferral had taken place, all subject
to the Company’s payroll practices then in effect.  For example, if there is a six month













 


deferral and payments are to be made over a 12 month
period, the first payment will be made during the sixth month and the final
payment during the 18th month.


IN WITNESS
WHEREOF, and intending to be legally bound, the parties have executed this
Agreement as of the date first above written.


	
  ORLEANS HOMEBUILDERS, INC.

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  BENJAMIN D. GOLDMAN

  	
   

  	
   

  	
  GARRY HERDLER

  	
   

  
	
   

  	
   

  	
  Benjamin D. Goldman

  	
   

  	
  Garry Herdler

  
	
   

  	
   

  	
  Vice Chairman