EXHIBIT 10.6


 


Second
Amendment to Employment Contract


 


This SECOND AMENDMENT TO EMPLOYMENT CONTRACT
is made this 5th day of December, 2008, and amends the Employment Contract (as
previously amended by the First Amendment to Employment Contract and referred
to herein as the “Employment Agreement”), dated as of the 26th day
of June, 1987, between Orleans Homebuilders, Inc., a Delaware corporation,
formerly known as FPA Corporation (the “Company”) and Jeffrey P. Orleans (the “Employee”)
in order to make certain modifications related to the federal income tax
treatment of certain arrangements that may be considered to constitute a form
of nonqualified deferred compensation.


 


WHEREAS, certain provisions of the Employment
Agreement may be treated as providing for payments that are in the nature of “nonqualified
deferred compensation,” as that phrase is used for purposes of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”); and


 


WHEREAS, the modification of such
arrangements in order to comply with applicable provisions of the Code is
permitted during a transitional period that ends as of December 31, 2008;
and


 


NOW, THEREFORE, in consideration of the
mutual covenants and obligations contained herein, and intending to be legally
bound herby, the Employee and the Company agree as follows:


 


1.             Section 11.11 of the
Employment Agreement is hereby amended by the addition of a new paragraph at
the end thereof, to read:


 


For purposes of clarifying the intended manner in which this Section 11.11
is to be implemented so as to bring the terms of this Agreement into compliance
with applicable requirements of Section 409A of the Internal Revenue Code,
and so as to avoid any possible ambiguity regarding time and manner of payments
of nonqualified deferred compensation to the Employee, all payments of
compensation that are to be made by the Company to the Employee in connection
with the Employee’s termination of employment with the Company shall be paid in
a single, lump-sum payment to be paid over as soon as practicable following the
six month anniversary of the date of the Employee’s termination of employment;
provided, however, that the preceding sentence shall only be applicable to
payments that are determined to constitute payments of nonqualified deferred
compensation subject to the requirements of Section 409A of the Internal
Revenue Code, and not exempt from such requirements by reason of applicable
provisions of the relevant Treasury Regulations (including, but not limited to,
the exemption from Section 409A of the Internal Revenue Code for
separation pay and/or the exemption for “short-term deferrals”).  All other payments shall be paid at such time(s) as
provided by the other applicable provisions of the Severance Agreement.  It is generally anticipated that all payments
of 


 

















 


compensation in connection with and following Employee’s termination of
employment will be considered to be vested benefits in the nature of deferred
compensation and shall be paid, as described above, at a fixed time and in a fixed
manner consistent with the requirements of Section 409A of the Internal
Revenue Code, including the requirement that payments of nonqualified deferred
compensation not be paid until six months following a separation from service
of a key employee of a public company. 
Where the six month waiting period, however, is not required under
Internal Revenue Code Section 409A(a)(2)(B), payment shall be made during
the time frame specified in Section 8 of the Employment Agreement.  To the extent any amount is payable to the
Employee in connection with and following his termination of employment, and
such amount is determined to be a payment of nonqualified deferred compensation
subject to Section 409A of the Internal Revenue Code for which a time and
manner of payment is not otherwise specified, such amount shall be paid as soon
practicable following the six month anniversary of the Employee’s termination
of employment.


 


2.             Except as set forth herein, the
terms, conditions and provisions of the Employment Agreement remain unchanged
and such terms, conditions and provisions are hereby confirmed.


 


3.             This
Second Amendment to Employment Contract may be executed in more than one
counterpart, each of which shall be an original and all of which together shall
constitute one instrument.


 


IN WITNESS WHEREOF, the Company and the
Employee have caused this Second Amendment to Employment Contract to be
executed as of the date first set forth above.


 


 


	
   

  	
  ORLEANS HOMEBUILDERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ MICHAEL T. VESEY

  
	
   

  	
   

  	
  Name: Michael T. Vesey

  
	
   

  	
   

  	
  Title:   President & COO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JEFFREY P. ORLEANS

  
	
   

  	
   

  
	
   

  	
   /s/ JEFFREY P. ORLEANS

  



 


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