EXHIBIT 10.7


 


Form of
Employee Non-Qualified Option


 


ORLEANS HOMEBUILDERS, INC.


 


NON-QUALIFIED STOCK OPTION


 


THIS NON-QUALIFIED STOCK OPTION (the “Option”) is
granted as of the           
day of                         ,
                
by Orleans Homebuilders, Inc., a Delaware corporation (the “Company”), to                                             
(the “Optionee”) pursuant to the Orleans Homebuilders, Inc. 2004 Omnibus
Stock Incentive Plan, as amended and restated (the “Plan”).  All capitalized terms used herein shall have
the same meaning as set forth in the Plan except as otherwise specifically
provided or as may be required by context. 
This Option is subject in all regards to the terms, conditions and
limitations set forth in the Plan.


 


W I T N E S S E T H:


 


1.             Grant.  The
Company hereby grants to the Optionee an Option to purchase on the terms and
conditions hereinafter set forth all or any part of an aggregate of                   
Shares (the “Option Shares”) at the purchase price of $                    
per Share (the “Option Price”).  This
Option is intended to be a non-qualified stock option within the meaning of the
Internal Revenue Code of 1986, as amended (the “Code”).


 


2.             Term.


 


(a)           General
Rule.  This Option shall become vested
and exercisable pursuant to the schedule set forth below, and shall terminate
in all events at 5:00 p.m. local Philadelphia, Pennsylvania time ten years
from the date hereof, unless sooner terminated under applicable provisions of
the Plan.


 


	
  Vesting Date

  	
   

  	
  Number of Shares Vested and Exercisable

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Any installment may be exercised in whole or in
part, except that this Option may in no event be exercised with respect to
fractional shares.


 


(b)           Termination
of Employment.  Subject to any
acceleration provided for in Exhibit A attached hereto, in the event this
Option continues to be exercisable for any period after the Optionee’s
termination of employment pursuant to applicable provisions of the Plan, this
Option shall be exercisable during such period only with respect to the number
of Shares as to which the Option was exercisable immediately prior to the date
the Optionee’s termination of employment or service occurred even though the
Option would have become vested and exercisable with respect to additional Shares
had the Optionee remained employed by the Company during such period.


 

















 


3.             Transfers.  This
Option is not transferable by the Optionee otherwise than by will or pursuant
to the laws of descent and distribution in the event of the Optionee’s death (in
which event the Option may be exercised by the heirs or legal representatives
of the Optionee).  The Option may be
exercised during the lifetime of the Optionee only by the Optionee.  Any attempt at assignment, transfer, pledge
or disposition of the Option contrary to the provisions hereof or the levy of
any execution, attachment or similar process upon the Option other than as
expressly permitted in this Section 3 shall be null and void and without
effect.  Any exercise of the Option by a
person other than the Optionee shall be accompanied by appropriate proofs of
the right of such person to exercise the Option.


 


4.             Exercise.  This
Option shall be deemed to have been exercised on receipt by the Company from
the Optionee of written notice of exercise and receipt of payment in full of
the Option Price for the Shares to be purchased (either in cash or by such
other means as is acceptable to the Committee). 
Each notice of exercise shall specify the number of Shares to be
purchased and, unless the Shares are covered by a then current registration
statement or a Notification under Regulation A under the Securities Act, shall
contain the Optionee’s acknowledgment that (i) such Shares are being
purchased for investment and not for distribution or resale (other than a
distribution or resale which, in the opinion of counsel satisfactory to the
Company, may be made without violating the registration provisions of the
Securities Act), (ii) the Grantee has been advised and understands that (A) the
Shares have not been registered under the Securities Act and are “restricted
securities” within the meaning of Rule 144 under the Securities Act and
are subject to restrictions on transfer, and (B) the Company is under no
obligation to register the Shares under the Securities Act or to take any
action which would make available to the Grantee any exemption from such
registration, (iii) such Shares may not be transferred without compliance
with all applicable federal and state securities laws, and (iv) an
appropriate legend referring to the foregoing restrictions on transfer and any
other restrictions imposed under the Grant Documents may be endorsed on the
certificates.  Under the terms of the
Plan, and notwithstanding the foregoing, the Company is permitted to delay
issuance of Shares pending registration under federal or state securities laws,
the receipt of an opinion of counsel satisfactory to the Company that an
appropriate exemption from such registration is available, the listing or
inclusion of the Shares on any securities exchange or an automated quotation
system, or the consent or approval of any governmental regulatory body whose
consent or approval is necessary in connection with the issuance of such
Shares.


 


5.             Medium of Payment. 
Payment of the Option Price may be made (i) in cash, (ii) by
certified or cashier’s check payable to the order of the Company, or (iii) by
such other mode of payment as the Committee may, from time to time, approve,
including payment through a broker in accordance with procedures permitted by rules or
regulations of the Federal Reserve Board or payment in shares of the Company’s
Common Stock held by the Grantee for more than six months by means of delivery
to the Company of certificates registered in the name of the Optionee
representing shares owned by the Optionee, subject in each case to such
conditions, limitations and prohibitions as the Committee may impose from time
to time.


 


6.             Plan Provisions; Administration.  This Option has been granted pursuant to and
is subject to the terms and provisions of the Plan.  All questions of interpretation and
application of the Plan and this Option shall be determined by the
Committee.  The Committee’s determination
shall be final, binding and conclusive.


 


7.             Notices.  Any
notice to be given to the Company shall be in writing and shall be addressed to
the Treasurer of the Company at its principal executive office, and any notice
to be given to the Optionee shall be addressed to the Optionee at the address
then appearing on the personnel records of the Company or the Affiliate of the
Company by which he or she is employed, or at such other address as either
party hereafter may designate in writing to the other.  Except as otherwise set forth herein, any
such notice shall be deemed to have been duly given, made and received only
when personally delivered, or on 


 


2

















 


the day delivery is guaranteed when transmitted, addressed as
aforesaid, to a third party company or governmental entity provided delivery
services in the ordinary course of business, or two days following the day when
deposited in the United States mails, by registered or certified mail, postage
prepaid, return receipt requested, addressed as aforesaid.  Notwithstanding the foregoing, any notice of
exercise pursuant to Section 4 shall be deemed to have been duly given,
made or received only upon actual receipt by, or upon tender of delivery to,
the addressee of such notice.


 


8.             No Commitment to Retain. 
Nothing herein contained shall affect the right of the Company or any
Affiliate to terminate the Optionee’s employment, services, responsibilities,
duties, or authority to represent the Company or any Affiliate at any time for
any reason whatsoever.


 


9.             Amendment.  The
Committee shall have the right to amend this Option, subject to the Optionee’s
consent if such amendment is not favorable to the Optionee, except that the
consent of the Optionee shall not be required for any amendment made pursuant
to Subsection 9(e)(i)(C) or Section 10 of the Plan.


 


10.           Withholding of Taxes. 
Whenever the Company proposes or is required to deliver or transfer
Option Shares in connection with the exercise of this Option, the Company shall
have the right to (a) require the recipient to remit to the Company an
amount sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery or transfer of any certificate or
certificates for such Option Shares or (b) take whatever action it deems
necessary to protect its interests with respect to tax liabilities.


 


11.           Notification of Company Upon Early Disposition of Option
Shares.  If, following the exercise of
this Option in whole or in part, the Optionee disposes of any Option Shares
within two years from the date of grant of this Option or within one year after
the transfer of the Option Shares to the Optionee, the Optionee shall give
notice in writing to the Committee of such disposition and shall provide the
Committee with such other information as the Committee may reasonably request.


 


IN WITNESS WHEREOF, the Company has granted this
Option as of the day and year first above written.


 


	
   

  	
   

  	
  ORLEANS HOMEBUILDERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACKNOWLEDGED:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Optionee

  



 


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