EXHIBIT 10.1


 


ORLEANS HOMEBUILDERS, INC.

AMENDED AND RESTATED

STOCK AWARD PLAN


 


As Adopted by the Board of Directors


 


(Effective as of October 17, 2008)


 


1.                                      Purpose.  Orleans Homebuilders, Inc. a Delaware
corporation (the “Company”), hereby adopts the Orleans Homebuilders, Inc.
Amended and Restated Stock Award Plan (the “Plan”), for the purpose of
permitting the grant awards of the Company’s common stock to those individuals
eligible to participate in the Plan.  The
Plan is intended to recognize the contributions made to Company by employees
(including employees who are members of the Board of Directors) of Company or
any Affiliate, to provide such persons with additional incentive to devote
themselves to the future success of Company or an Affiliate, and to improve the
ability of Company or an Affiliate to attract, retain, and motivate individuals
upon whom Company’s sustained growth and financial success depend. Through the
Plan, Company will provide such persons with an opportunity to acquire or
increase their proprietary interest in Company, and to align their interest
with the interests of shareholders, through the transfer or issuance of the
Company’s Common Stock, subject to such terms and conditions as may be
established with respect to any such Award. 
The Plan is also intended to permit grants of Awards that will, when
granted in connection with the terms of the Company’s Incentive Compensation
Plan,  constitute “performance-based
compensation” as that term is used for purposes of Section 162(m) of
the Code, at the discretion of the Committee.


 


2.                                      Definitions.
Unless the context clearly indicates otherwise, the following terms shall have
the following meanings:


 


(a)                                 “Affiliate”
means a corporation which is a parent corporation or a subsidiary corporation
with respect to Company within the meaning of Section 424(e) or (f) of
the Code, of any successor provision.


 


(b)                                “Award”
shall mean a transfer of Common Stock made pursuant to the terms of the Plan
subject to such terms, benefits or restrictions as the Committee shall specify
in the Award Agreement.


 


(c)                                 “Award
Agreement” shall mean the agreement between Company and a Grantee with respect
to an Award made pursuant to the Plan.


 


(d)                                “Board”
means the Board of Directors of Company.


 


(e)                                 “Capitalization
Adjustment” means the adjustment to the number or class of shares and payment,
if any, required in connection with an Award, as permitted to be made pursuant
to the provisions of Section 9 of the Plan.


 

















 


(f)                                   “Change
of Control” shall be deemed to have occurred upon the earliest to occur of the
following dates:


 


(i)                                    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


 


(ii)                                 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


 


(iii)                              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 Class A
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 Class A
Common Stock of the Company immediately before the merger or consolidation; or


 


(iv)                             the
date any entity, person or group, within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Securities Exchange Act of 1934, as amended,
(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 or (B) any person who, on the date the Plan is
effective, shall have been the beneficial owner of or have voting control over
shares of Common Stock of the Company possessing more than twenty-five percent
(25%) of the aggregate voting power of the Company’s Common Stock) shall have
become the beneficial owner of, or shall have obtained voting control over,
more than twenty five percent (25%) of the outstanding shares of the Company’s Class A
Common Stock; or


 


(v)                                the
first day after the date this Plan is effective when directors are elected such
that a majority of the Board of Directors shall have been members of the Board
of Directors for less than two (2) years, unless the nomination for
election of each new director who was not a director at the beginning of such
two (2) year period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
period.


 


(g)                                “Code”
means the Internal Revenue Code of 1986, as amended, or any successor statute,
and the rules and regulations issued pursuant to that statute or any
successor statute.


 


(h)                                “Committee”
shall have the meaning set forth in Section 3 of the Plan.


 


(i)                                    “Common
Stock” shall mean the Company’s Common Stock, par value $.10 per Share.


 


(j)                                    “Company”
means Orleans Homebuilders, Inc., a Delaware corporation.


 


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(k)                                 “Employee”
means an employee of Company or an Affiliate.


 


(l)                                    “Grantee”
shall mean a person to whom an Award has been granted pursuant to the Plan.


 


(m)                              “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations issued pursuant to that statute or
any successor statute.


 


(n)                                “Non-Employee
Director” shall mean a member of the Board who is a “non-employee director” as
that term is defined in paragraph (b)(3) of Rule 16b-3 and an “outside
director” as that term is defined in Treasury Regulations Section 1.162-27
promulgated under the Code.


 


(o)                                “Non-Employee
Director Committee” means a committee designated by the Board to act as the
Committee with respect to the Plan that consists solely of two or more
Non-Employee Directors.


 


(p)                                “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act, or any successor
rule.


 


(q)                                “Section 16
Officers” means any person who is an “officer” within the meaning of Rule 16a-1(f) promulgated
under the Exchange Act or any successor rule, and who is subject to the
reporting requirements under Section 16 of the Exchange Act with respect
to Company’s Common Stock.


 


(r)                                   “Securities
Act” means the Securities Act of 1933, as amended, or any successor statute,
and the rules and regulations issued pursuant to that statute or any
successor statute.


 


(s)                                 “Shares”
means the shares of Common Stock of Company which are granted as Awards under
the Plan.


 


3.                                      Administration
of the Plan. The Board may administer the Plan and/or it may, in its
discretion, designate a committee or committees composed of two or more of
directors to operate and administer the Plan with respect to all or a
designated portion of the participants. To the extent that the Committee is
empowered to grant Awards to Section 16 Officers or persons whose
compensation might have limits on deductibility under Code Section 162(m),
the Board may, at its discretion, appoint a separate committee to administer
the Plan with respect to those persons, each member of such committee being a
Non-Employee Directors. Any such committee designated by the Board, and the
Board itself in its administrative capacity with respect to the Plan, is
referred to as the “Committee.”


 


(a)                                 Meetings.
The Committee shall hold meetings at such times and places as it may determine,
shall keep minutes of its meetings. The Committee may take action only upon the
agreement of a majority of the whole Committee. Any action which the Committee
shall take through a written instrument signed by all its members shall be as
effective as though it had been taken at a meeting duly called and held.


 


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(b)                                Exculpation.  No member of the Board of Directors shall be
personally liable for monetary damages for any action taken or any failure to
take any action in connection with the administration of the Plan, provided
that this Subsection 3(b) shall not apply to (i) any breach of such
member’s duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or involving intentional misconduct or a knowing
violation of law, (iii) acts or omissions that would result in liability
under Section 174 of the General Corporation Law of the State of Delaware,
as amended, and (iv) any transaction from which the member derived an
improper personal benefit.


 


(c)                                 Indemnification.
Service on the Committee shall constitute service as a member of the Board.
Each member of the Committee shall be entitled, without further act on the
member’s part, to indemnity from Company and limitation of liability to the
fullest extent provided by applicable law and by Company’s Articles of
Incorporation and/or Bylaw in connection with or arising out of any action,
suit or proceeding with respect to the administration of the Plan or the
granting Awards thereunder in which the member may be involved by reason of the
member being or having been a member of the Committee, whether or not the
member continues to be such member of the Committee at the time of the action,
suit or proceeding.


 


(d)                                Interpretation.
The Committee shall have the power and authority to (i) interpret the
Plan, (ii) adopt, amend and revoke rules and regulations for its
administration that are not inconsistent with the express terms of the Plan,
and (iii) waive requirements relating to formalities or other matters that
do not either modify the substance of the rights intended to be granted by
Awards or constitute a material amendment for any purpose under the Code. Any
such actions by the Committee shall be final, binding and conclusive on all
parties in interest.


 


4.                                      Eligibility.
All Employees shall be eligible to receive Awards hereunder. The Committee, in
its sole discretion, shall determine whether an individual qualifies as an
Employee.


 


5.                                      Shares
Subject to Plan. The aggregate maximum number of Shares for which Awards
may be granted pursuant to the Plan is One Million (1,000,000).  The number of shares which may be issued
under the Plan shall be subject to a permitted Capitalization Adjustment. The
Shares shall be issued from authorized and unissued Common Stock or Common
Stock held in or hereafter acquired for the treasury of Company.  If Shares subject to an Award have been
conveyed back to Company pursuant to the terms of an Award Agreement, the
Shares that were conveyed back to Company shall again be available for issuance
pursuant to the terms of one or Awards, granted pursuant to the Plan.


 


6.                                      Term
of the Plan. The Plan is effective as of October 17, 2008, the date as
of which it was adopted by the Board, subject to the approval of the Plan by
the Company’s stockholders in a manner required by state law. Unless and until
the Plan is so approved by the Company’s stockholders, no Awards may be granted
pursuant to the amended and restated Plan. 
The Plan shall terminate on the tenth anniversary of the date of its
adoption, unless earlier terminated at the discretion of the Board.


 


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7.                                      Change
of Control.  In the event of a Change
of Control, the Committee may take whatever action it deems necessary or
desirable with respect to Awards which have not yet fully vested, including,
without limitation, accelerating the vesting date applicable to such Awards.


 


8.                                      Terms
and Conditions of Awards. Awards granted pursuant to the Plan shall be
evidenced by written Award Agreements in such form as the Committee shall from
time to time approve, which Award Agreements shall comply with and be subject
to the following terms and conditions and such other terms and conditions which
the Committee shall from time to time require which are not inconsistent with
the terms of the Plan.


 


(a)                                 Number
of Shares. Each Award Agreement shall state the number of Shares or other
units or rights to which it pertains.


 


(b)                                Purchase
Price. Each Award Agreement shall specify the purchase price, if any, which
applies to the Award. If the Board specifies a purchase price, the Grantee
shall be required to make payment on or before the payment date specified in
the Award Agreement. A Grantee shall make payment (i) in cash, (ii) by
certified check payable to the order of Company, or (iii) by such other
mode of payment as the Committee may approve.


 


(c)                                 Grant.
In the case of an Award which provides for a grant of Shares without any
payment by the Grantee, the grant shall take place on the date specified in the
Award Agreement. In the case of an Award which provides for a payment, the
grant shall take place on the date the initial payment is delivered to Company,
unless the Committee or the Award Agreement otherwise specifies. Stock
certificates evidencing Shares granted pursuant to an Award shall be issued in
the sole name of the Grantee.


 


(d)                                Conditions.
The Committee may specify in an Award Agreement any conditions under which the
Grantee of that Award shall be required to convey to Company the Shares covered
by the Award. Upon the occurrence of any such specified condition, the Grantee
shall forthwith surrender and deliver to Company the certificates evidencing
such Shares as well as completely executed instruments of conveyance. The
Committee, in its discretion, may provide that certificates for Shares
transferred pursuant to an Award be held in escrow by Company or its designee
until such time as each and every condition has lapsed and that the Grantee be
required, as a condition of the Award, to deliver to such escrow agent or
Company officer stock transfer powers covering the Award Shares duly endorsed
by the Grantee. Unless otherwise provided in the Award Agreement or determined
by the Committee, dividends and other distributions made on Shares held in
escrow shall be deposited in escrow, to be distributed to the party becoming
entitled to the Shares on which the distribution was made. Stock certificates
evidencing Shares subject to conditions shall bear a legend to the effect that
the Shares evidenced thereby are subject to repurchase by, or conveyance to,
Company in accordance with the terms applicable to such Shares under an Award
made pursuant to the Plan, and that the Shares may not be sold or otherwise
transferred.


 


(e)                                 Lapse
of Conditions. Upon termination or lapse of all forfeiture conditions,
Company shall cause certificates without the legend referring to Company’s
repurchase or acquisition right (but with any other legends that may be
appropriate) evidencing 


 


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the Shares covered by the Award to be issued to the Grantee upon the
Grantee’s surrender to Company of the legended certificates held by the
Grantee.


 


(f)                                   Rights
as Shareholder. Upon payment of the purchase price, if any, for Shares
covered by an Award and compliance with the acknowledgment requirement of
subsection 13(c), the Grantee shall have all of the rights of a shareholder
with respect to the Shares covered thereby, including the right to vote the
Shares and (subject to the provisions of Subsection 13(d)) receive all
dividends and other distributions paid or made with respect thereto, except to
the extent otherwise provided by the Committee or in the Award Agreement.


 


9.                                      Adjustments
on Changes in Capitalization.


 


(a)                                 In
the event that the outstanding Shares are changed by reason of a
reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, combination or exchange of shares and the like (not including
the issuance of Common Stock on the conversion of other securities of Company
which are convertible into Common Stock) or dividends payable in Shares, an
equitable adjustment may be made by the Committee as it deems appropriate in
the aggregate number of shares available under the Plan.


 


(b)                                The
Committee shall have authority to determine the adjustments to be made under
this Section, and any such determination by the Committee shall be final,
binding and conclusive.


 


10.                                Amendment
of the Plan. The Board may amend the Plan from time to time in such manner
as it may deem advisable. Nevertheless, the Board may not change the class of
persons eligible to receive Awards, or increase the maximum number of Shares
which may be granted as Awards under the Plan without obtaining approval of the
Company’s stockholders in the manner required by state law. No amendment to the
Plan shall adversely affect any outstanding Award, however, without the consent
of the Grantee or Grantee, as the case may be.


 


11.                                No
Commitment to Retain. The grant of an Award pursuant to the Plan shall not
be construed to imply or to constitute evidence of any agreement, express or
implied, on the part of Company or any Affiliate to retain the Grantee or
Grantee as an employee, director, consultant or advisor of Company or any
Affiliate, or in any other capacity.


 


12.                                Withholding
of Taxes. In connection with any event relating to an Award, Company shall
have the right to (a) require the recipient to remit or otherwise make
available to Company an amount sufficient to satisfy any federal, state and/or
local withholding tax requirements prior to the delivery or transfer of any
certificates for such Shares, or (b) take whatever other action it deems
necessary to protect its interests with respect to tax liabilities, including,
without limitation, withholding any Shares, funds or other property otherwise
due to the Grantee or Grantee. The Company’s obligations under the Plan shall
be conditioned on the Grantee’s or Grantee’s compliance, to Company’s
satisfaction, with any withholding requirement.


 


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