Prepared and filed by St Ives Financial


  
    EXHIBIT
      10.1

    


    04/07/2006

    EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT, made as of this 7 day of April, 2006, 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 Joel A. Armstrong, an individual (hereinafter called
“Employee”).

    


    BACKGROUND

    


    The
      Company desires to employ Employee as Executive Vice President, 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:

    


    PARAGRAPH
      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 May 1, 2006. The term of Employee’s
      employment hereunder shall commence on the Effective Date and end on the third
      anniversary of the Effective Date, unless sooner terminated pursuant to the
      provisions of this Agreement.

    


    1.2 
      Capacity
      and Duties.

    


    (a) Employee
      shall be employed by the Company as Executive Vice President, and, subject
      to
      the supervision and control of Orleans” President or his designee, agrees to
      perform such duties and responsibilities normally associated with the position
      of Executive Vice President and as may be assigned to Employee from time to
      time
      by Orleans’ President or by his designee. Employee is required to work those
      hours necessary to perform properly such duties and responsibilities normally
      associated with the position of Executive Vice President and as may be assigned
      to Employee from time to time by Orleans’ President or by his
      designee.

    


    (b) During
      his employment hereunder, Employee shall devote his full working time, energy,
      skill and 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.

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    PARAGRAPH
      2. COMPENSATION AND FRINGE BENEFITS

    


    2.1
      Compensation

    


    (a) Base
      Salary. As
      compensation for Employee’s services hereunder, the Company shall pay to
      Employee a salary at an annual rate of Six Hundred Thousand Dollars ($600,000)
      (the “Base Salary”), payable in accordance with the Company’s regular payroll
      practices in effect from time to time during the tenure of Employee’s
      employment; and

    


    (b) Bonus.
      A bonus
      payable semi-annually in the amount of Five Hundred Thousand Dollars ($500,000)
      per annum.

    


    2.2
      Fringe
      Benefits. Employee
      shall be eligible to participate in the Company’s insurance and health benefit
      plans, subject to their respective eligibility requirements and 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 it deems appropriate in its sole
      discretion. Employee shall also be entitled to those benefits set forth on
      Schedule 2.1 to this Agreement.

    


    2.3
      Vacation.
      Employee shall be entitled to 4 weeks of vacation during each calendar year
      of
      his employment.

    


    2.4
      Expense
      Reimbursement. During
      his employment, 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 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. In addition, Company shall
      reimburse Employee for his reasonable moving expenses from his present residence
      in Florida to Arizona.

    


    2.5
      Payments
      After Termination of Employment.  

    


    (a) Subject
      to the terms and conditions set forth in Paragraph 2.5(b), if, on or before
      the
      third anniversary of the Effective Date, Employee is terminated by the Company
      without Cause (as that term is defined below), the Company shall continue to
      pay
      Employee his Base Salary and any bonus to which he is entitled for the lesser
      of
      (i) 12 months; or (ii) the remaining term of this Agreement. These payments
      shall be made according to Employee’s normal payment schedule.

    


    (b) Employee
      shall have no right to any payments under Paragraph 2.5(a) if Employee is
      terminated by the Company for Cause, or (ii) terminates his
      employment.

     

    (c) 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, Employee (or his estate) will receive pay for any days actually worked
        by
        Employee prior to the termination of his employment, 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 Paragraph 2.4, and any pay for accrued but unused
        paid
        time off benefits, to the extent Employee may be eligible for same under
        the
        Company’s policies.


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    (d) 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, the Employee (or his estate) shall not be eligible for any Company-paid
      benefits subsequent to the termination of his employment.

    


    PARAGRAPH
      3. TERMINATION OF EMPLOYMENT

    


    3.1 Paragraph
      4 Obligations. The
      termination of Employee’s employment either by Employee or by the Company,
      whether with or without Cause, shall not release Employee from Employee’s
      obligations and restrictions under Paragraph 4 of this Agreement. In addition,
      nothing in this Agreement shall restrict the right of the Company to terminate
      Employee’s employment, with or without Cause, pursuant to Paragraph
      3.4.

    


    3.2 Death
      of Employee. Employee’s
      employment hereunder shall immediately terminate upon his death, upon which
      the
      Company shall have no further obligations hereunder other than payment of
      amounts (including salary, bonus, if any, and expense reimbursement), accrued
      as
      of the date of Employee’s death in accordance with GAAP, as conclusively
      determined in the absence of bad faith or manifest error by the
      Company.

    


    3.3 Employee’s
      Inability to Perform.
      If
      Employee is unable to perform the essential functions of his job, for any
      reason, for a total of thirteen (13) weeks or more in any rolling six (6) month
      period, then the Company shall have the right to terminate Employee’s employment
      upon 30 days prior written notice to Employee at any time during the
      continuation of such inability, in which event the Company shall have no further
      obligations hereunder other than payment of amounts (including salary, bonus,
      if
      any, and expense reimbursement), accrued as of the date of Employee’s
      termination of employment in accordance with GAAP, as conclusively determined
      in
      the absence of bad faith or manifest error by the Company. If Employee is able
      to return to work with the Company and perform the essential functions of his
      job within thirty (30) days of receipt of the written notice from the Company
      described herein, then Employee’s employment will not be
      terminated.

    


    3.4 Termination
      for Cause. Company
      may terminate Employee’s employment at any time without prior notice for
“Cause”, which for purposes of this Agreement, shall mean any of the following:
      willful misconduct, fraud, misappropriation, embezzlement, dishonesty, willful
      misrepresentation, being charged by governmental authorities with or convicted
      of a felony, material failure of Employee to perform his known duties and
      responsibilities to the Company which persists for more than fourteen days
      after
      written notice, gross negligence or self dealing which persists for more than
      fourteen days after written notice from the Company, or which recurs, willful
      material violation in any material respect by Employee of any policy, rule,
      or
      reasonable direction or regulation of the Company, or material violation by
      Employee of any provision of this Agreement.

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    3.5 Termination
      Without Cause by Company.
      The
      Company can terminate this Agreement and the employment relationship between
      the
      parties at any time and for any or no reason by providing Employee with fourteen
      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 this Agreement and Employee’s employment immediately
      without any prior notice in the event there is “Cause” as defined in Paragraph
      3.4, in the event of Employee’s inability to perform as discussed in Paragraph
      3.3, or in the event of Employee’s death as discussed in Paragraph 3.2. Upon
      termination of employment pursuant to this Paragraph 3.5, and subject to the
      terms and conditions set forth in Paragraph 2.5, Employee shall be entitled
      to
      the payments under Paragraph 2.5.

    


    PARAGRAPH
      4. RESTRICTIVE COVENANTS

    


    4.1 Confidentiality.
      Employee
      shall not use for his personal benefit, or disclose, communicate or divulge
      to,
      or use for the direct or indirect benefit of any person, firm, association
      or
      company other than the Company and Orleans, any Confidential Information. For
      purposes of the preceding sentence, “Confidential Information” means any
      information regarding Company’s business methods, business policies, procedures,
      techniques, research or development projects or results; historical or projected
      financial information, budgets, trade secrets or other knowledge or processes
      of
      or developed by Company; any names and addresses of customers or clients or
      any
      data on or relating to past, present or prospective Company customers or
      clients; or any other confidential information relating to or dealing with
      the
      business, operations or activities of Company, excepting in each case
      information otherwise lawfully known generally by, or readily accessible to,
      the
      trade or the general public, or as required to be disclosed by law or final,
      unappealable order of a court of competent jurisdiction or governmental
      authority. At no time shall Employee, directly or indirectly, remove or cause
      to
      be removed from the premises of Company, or any Company Subsidiary any
      memorandum, note, list, record, file, document or other paper, equipment or
      any
      like item relating to its business (including copies, extracts and summaries
      thereof) except in furtherance of the performance of Employee’s duties under the
      Agreement. The restrictions and obligations contained herein shall be in
      addition to (and not a limitation of) any legally applicable protections of
      Company’s interest in confidential information, trade secrets and the
      like.

    


    4.2 Noncompetition
      and Non-Solicitation. During
      the duration of Employee’s receipt of payments after termination of employment
      pursuant to Paragraph 2.5(a) above, (“Restricted Period”), (i) Employee shall
      not 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 the State of Arizona, Florida or
      Illinois (the “Restricted Area”), which is engaged in the construction or
      marketing of any homes or the acquisition or development of any property for
      residential purposes; provided, however, nothing contained in this Paragraph
      4.2
      shall prevent Employee from holding for investment no more than two percent
      (2%)
      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)
      Employee shall not directly or indirectly induce or attempt to influence any
      employee, customer, client, independent contractor or supplier of Company to
      terminate employment or any other relationship with Company; and (iii) Employee
      shall not directly or indirectly induce or attempt to induce any person who
      is
      or was within the preceding year an employee of Company to establish an
      employment relationship with ay other person or entity.

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    4.3 Injunctive
      and Other Relief.

    


    (a) Employee
      acknowledges that the restrictions contained in this Paragraph 4, in view of
      the
      nature of the business in which the Company is engaged, are reasonable and
      necessary in order to protect the legitimate interests of the Company, that
      their enforcement will not impose a hardship on Employee or significantly impair
      his ability to earn a livelihood, and that any violation thereof would result
      in
      irreparable injuries to the Company. Employee therefore acknowledges that,
      in
      the event of Employee’s violation of, or threatened violation of, any of these
      restrictions, the Company shall be entitled to obtain from any court of
      competent jurisdiction preliminary and permanent injunctive relief as well
      as
      damages, including, subject to Paragraph 4.3(b) hereof, the Company’s legal and
      other costs of enforcing Employee’s compliance with these restrictions, and an
      equitable accounting of all earnings, profits and other benefits arising from
      such violation, which rights shall be cumulative and in addition to any other
      rights or remedies to which the Company may be entitled.

    


    (b) In
      the
      event that the Company or the Employee incur counsel fees or other costs and
      expenses in connection with the enforcement of any and all of its rights under
      this Agreement, including any arbitration proceeding pursuant to Paragraph
      5
      hereof, the substantially prevailing party shall be entitled to receive
      reasonable attorneys’ fees and costs an expenses in connection with the
      enforcement of such prevailing party’s rights.

    


    (c) If
      the
      Restricted Period or the Restricted Area specified in Paragraph 4.2 above should
      be adjudged unreasonable in any proceeding, then the period of time shall be
      reduced by such amount or the area shall be reduced by the elimination of such
      portion or both such reductions shall be made so that such restrictions may
      be
      enforced for such time and in such area as is adjudged to be reasonable. If
      Employee violates any of the restrictions contained in Paragraph 4.2, the
      Restricted Period shall be extended by a period equal to the length of time
      from
      the commencement of any such violation until such time as such violation shall
      be cured by Such Employee to the satisfaction of Company. The Company shall
      have
      the right and remedy to require Employee to account for and pay over to the
      Company all compensation, profits, monies, accruals, increments or other
      benefits derived or received by Employee as the result of any transactions
      constituting a breach of this Paragraph 4, and Employee shall account for and
      pay over such amounts to the Company upon the Company’s request therefor. The
      Employee hereby expressly consents to the jurisdiction of any court within
      the
      Restricted Area to enforce the provisions of this Paragraph 4, and agrees to
      accept service of process by mail relating to any such proceeding. The Company
      may supply a copy of Paragraph 4 of this Agreement to any future or prospective
      employer of Employee or to any person to whom Employee has supplied information
      if the Company determines that there is a reasonable likelihood that Employee
      has violated or will violate this Paragraph 4.

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    PARAGRAPH
      5. ARBITRATION

    


    5.1 All
      disputes, claims, or controversies (“claims”) arising out of or in connection
      with Employee’s employment and/or termination of employment, except as set forth
      in Paragraph 5.10 below, shall exclusively be submitted to final and binding
      arbitration, before a single arbitrator, in accordance with the then current
      American Arbitration Association (“AAA”) National Rules for the Resolution of
      Employment Disputes (“AAA Rules”).

    


    5.2 Employee’s
      duty to arbitrate covers, but is not limited to: any claims relating to or
      arising out of Employee’s employment with and/or termination of employment by
      the Company and/or any of its related and/or affiliated companies; any claims
      for unpaid or withheld wages, severance, benefits, bonuses, and/or other
      compensation of any kind; any claims arising under the Employee Retirement
      Income Security Act; any claims for attorneys’ fees, costs or expenses; any
      claims of discrimination and/or harassment based on age, sex, race, religion,
      color, creed, disability, handicap, citizenship, national origin, ancestry,
      sexual orientation, or any other factor protected by Federal, State or Local
      law; any claims for retaliation and/or any whistleblower claims; any claims
      for
      emotional distress or pain and suffering; and/or any other statutory or common
      law claims, now existing or hereinafter recognized, known or unknown, including,
      but not limited to, breach of contract, libel, slander, fraud, wrongful
      discharge, promissory estoppel, equitable estoppel and
      misrepresentation.

    


    5.3 In
      agreeing to submit to arbitration all claims arising out of or in connection
      with Employee’s employment and/or termination of employment, except as set forth
      in Paragraph 5.10 below, Employee and Company are voluntarily and knowingly
      waiving their right to trial by jury.

    


    5.4 To
      start
      the arbitration process, Employee or Company must submit a written request
      to
      AAA within one (1) year of the date on which the event giving rise to a cause
      of
      action occurs. The arbitration is to take place in or near the city in which
      Employee is or was last employed by the Company. Any failure to request
      arbitration within this time frame shall constitute a waiver of all rights
      by
      Employee or Company to raise any claims in any forum arising out of any Claim
      that was subject to arbitration.

    



5.5
  The
  arbitrator shall be selected in accordance with the AAA Rules, and shall be
  a former judge.

    



5.6
  The
  AAA, in cooperation with the arbitrator and the parties, shall set the date,
  time and place of the hearing.

    


    5.7 The
      arbitrator shall have all of the power of a court of law and equity, including
      the power to order discovery, in the arbitrator’s discretion, as is available
      under the then current Federal Rules of Civil Procedure, and to grant legal
      and
      equitable remedies.

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    5.8 The
      decision of the arbitrator shall be in writing and set forth the findings and
      conclusion upon which the decision is based. The decision of the arbitrator
      shall be final and binding and may be enforced under the terms of the Federal
      Arbitration Act (9 U.S.C. Paragraph 1 et seq.). Judgment upon the award may
      be
      entered, confirmed and enforced in any federal or state court of competent
      jurisdiction.

    


    5.9 The
      Company shall bear the full cost of the arbitrator’s fee. The Company and
      Employee shall bear their respective filing fees and attorneys’ fees. However,
      the arbitrator may award Employee reimbursement for his filing fees and
      attorneys’ fees in accordance with applicable law.

    


    5.10 It
      is
      expressly agreed that at the sole election of the Company, the Company may
      bring
      in any court of competent jurisdiction, any claims for special, temporary or
      permanent injunctive relief against Employee for misappropriation of
      confidential information, tortuous interference with contractual relations,
      or
      violation of any covenant against competition or non-solicitation agreement
      as
      stated more fully in Paragraph 4 above. Any damages with respect to such claims
      may be pursued in any court of competent jurisdiction in conjunction with a
      cause of action set forth in Paragraph 4 and/or in this Paragraph 5.10 including
      any counter-claims by Employee. This Agreement does not preclude Employee from
      filing claims with any federal, state, or local administrative
      agency.

    


    5.11 If
      any
      provision of this Arbitration Agreement is construed by a court of competent
      jurisdiction or arbitrator to be invalid or unenforceable, the remainder of
      this
      Agreement shall not be affected and the remaining provisions shall be given
      full
      force and effect without regard to the unenforceable provisions.

    


    PARAGRAPH
      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, any other employment,
      non-competition, joint venture, partnership or other agreement or restriction
      that could interfere with 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 any duty owed
      by
      him to any other person. Employee warrants and covenants that he will not
      hereafter become a party to or be bound by any such conflicting
      agreement.

    



6.2 Severability.
  The invalidity or unenforceability of any particular provision or part of any
  provision of this Agreement shall not affect the other provisions or parts hereof.
  If any provision hereof is determined to be invalid or unenforceable by a court
  of competent jurisdiction by reason of the duration or scope of the covenants
  contained therein, such duration or scope, or both, shall be considered to be
  reduced to a duration or scope to the extent necessary to cure such invalidity.

    



6.3 Notices.
  All notices hereunder shall be in writing and shall be sufficiently given in
  hand-delivered, sent by documented overnight delivery service or registered
  or certified mail, postage prepaid, return receipt request or by telegram, fax
  or telecopy (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.
  

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    (a) If
      to
      Company:

    


    c/o
      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.

    


    6.4 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.

    


    6.5 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 (and United States federal law, to the extent applicable), without
      giving effect to otherwise applicable principles of conflicts of
      law.

    



6.6 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.


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    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	 	JOEL A. ARMSTRONG
	 	
        

      	 	
        

      
	 	Benjamin D. Goldman	 	Joel A. Armstrong
	 	Vice Chairman	 	 


    

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    SCHEDULE
      2.1 TO EMPLOYMENT CONTRACT


    


    Automobile

    


    $500
      per
      month plus reasonable expenses for insurance, gas and maintenance

    


    


    Cellular
      Phone

    


    Company
      issued for business use

    


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