**Exhibit 10.8**

 

**ORLEANS HOMEBUILDERS, INC.**

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**CASH BONUS PLAN FOR GARRY P. HERDLER**

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**(Effective December 5, 2008)**

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The Orleans Homebuilders, Inc. (the “**Company**”) Cash Bonus Plan for Garry P. Herdler (the “**Plan**”), is designed to provide Garry P. Herdler with a performance-basedcash bonus as an incentive contingent on the achievement of corporateobjectives.

 

# ARTICLE I- DEFINITIONS

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## 1.1           “Board” shall mean the Board ofDirectors of the Company.

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## 1.2           “Committee” shall mean theCompensation Committee of the Board, or such other committee as may bedesignated by the Board to act as the administrative committee with respect tothe Plan.

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## 1.3           “Participant” shall mean Garry P.Herdler.

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1.4           “PerformanceTargets” shall mean those performance targets which are approved by theCommittee, consisting of such corporate financial and other objectives relatingto any one or more of the following:   (i) acapital restructuring, (ii) refinancing outstanding debt, (iii) salesor issuance of debt, equity or equity-linked securities, (iv) the receiptof outside investment(s) by the Company or a joint venture in which theCompany is a participant, and (v) modification and/or extension of theCompany’s existing revolving credit facility. A copy of the Performance Targets, in the form approved by theCommittee, shall be provided to Participant as soon as practicable after suchapproval by the Committee.

 

# ARTICLE II- ELIGIBILITY AND PARTICIPATION

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## 2.1           Participation in the Plan shall beopen only to the Participant.

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# ARTICLE III- PERFORMANCE GOALS and BONUSAWARD

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## 3.1           An additional performance bonus of$375,000 will be earned by Employee immediately (and payable by the Company asprovided in Article IV) if and when the Company achieves any one of thePerformance Targets.

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## 3.2           A second additional performance bonusof $375,000 will be earned by Employee immediately (and payable by the Companyas provided in Article IV) if and when the Company achieves a secondPerformance Target.

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## 3.3           The maximum amount of cash that maybe awarded under this Plan is $750,000, regardless of whether the Companyachieves more than two of the Performance Targets.

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# ARTICLE IV- PAYMENT OF AWARDS

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## 4.1           At Participant’s sole option, anyamounts payable pursuant to Article III shall be payable 100% in cash, or50% in cash and 50% in fully vested Company common stock (rounded to thenearest whole share with any difference payable in cash), based upon avaluation of $2.75 per share (regardless of future changes in the value ofCompany common stock) such that up to 136,363 share of fully vested commonstock will be issued to Participant if all awards are earned under this Planand Participant elects to have all such awards payable in Company common stock.

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## 4.2           The Participant shall be eligible toreceive a bonus award pursuant to this Plan only if he is employed by theCompany on the date the bonus payment is earned.

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## 4.3           For clarification, the Participantpayment option described in Section 4.1 shall be determined on acumulative basis so that, should Participant choose to be paid 100% cash forthe first bonus award, Participant could elect to be paid up to 100% in commonstock with respect to the second bonus which may be awarded under this Plan.

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## 4.4           Participant shall make any electionto receive any award hereunder in cash or common stock by providing the Companywith written notice of Participant’s election no later than two business daysafter the date on which the award is earned. In the event such notice is not provided within the time periodspecified, the applicable award shall be paid in cash.  Any amount of bonus earned shall be paid bythe Company within five business days of the date on which it is earned.

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# ARTICLE V- OTHER TERMS AND CONDITIONS

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## 5.1           No person shall have any legal claimto be granted an award under the Plan. Except as may be otherwise required bylaw, bonus awards under the Plan shall not be subject in any manner toanticipation, alienation, sale, transfer, assignment, pledge, encumbrance,charge, garnishment, execution, or levy of any kind, either voluntary orinvoluntary. Bonuses awarded under the Plan shall be payable from the generalassets of the Company and no Participant shall have any claim with respect toany specific assets of the Company.

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## 5.2           Neither the Plan nor any action takenunder the Plan shall be construed as giving any employee the right to beretained in the employ of the Company or any subsidiary or to maintain anyParticipant’s compensation at any level.

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## 5.3           The Company or any of itssubsidiaries will deduct from any award any applicable withholding taxes,whether the bonus is paid in cash or stock; provided, that in the event ofpayment in stock, the Participant may provide the Company with sufficient cashfor the applicable withholding obligation and in such event the Company willnot decrease the amount of stock to be issued to Participant for anywithholding obligation.

 

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## 5.4           Unless extended by the Company in itssole discretion, this Plan shall automatically terminate on June 30, 2010and after such termination the Company shall have no obligation to make anypayments pursuant to this Plan except those earned prior to the terminationdate.  With respect to Participant, thisPlan shall be in addition to and not a replacement of the Orleans Homebuilders, Inc.Incentive Compensation Plan.

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# ARTICLE VI- ADMINISTRATION

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## 6.1           The Committee shall have full powerand authority to administer and interpret the provisions of the Plan and toadopt such rules, regulations, agreements, guidelines and instruments for theadministration of the Plan and for the conduct of its business as the Committeedeems necessary or advisable.

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## 6.2           The Committee shall have full powerto delegate to any officer or employee of the Company the authority to administerand interpret the procedural aspects of the Plan, subject to the Plan’s terms,including adopting and enforcing rules to decide procedural andadministrative issues.

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## 6.3           No member of the Committee shall beliable for any action taken or omitted to be taken or for any determinationmade by him or her in good faith with respect to the Plan, and the Companyshall indemnify and hold harmless each member of the Committee against any costor expense (including counsel fees) or liability (including any sum paid insettlement of a claim with the approval of the Committee) arising out of anyact or omission in connection with the administration or interpretation of thePlan, unless arising out of such person’s own fraud or bad faith.

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## 6.4           The place of administration of thePlan shall be in the Commonwealth of Pennsylvania, and the validity,construction, interpretation, administration and effect of the Plan and of its rules andregulations, and rights relating to the Plan, shall be determined solely inaccordance with the laws of the Commonwealth of Pennsylvania.

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## 6.5           For clarification purposes, anybonuses awarded pursuant to this Plan (including any award that is paid incommon stock) shall be considered “Recognized Bonus” for purposes of theCompany’s Supplemental Executive Retirement Plan, but shall not be consideredwhen determining Employee’s Average Annual Bonus or Prior Year’s Bonus underParticipant’s Employment Agreement with the Company dated February 27,2007, as it may be amended from time to time.

 

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