Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT, made as of this 6th day of August, 2009, and effective as
of August 1, 2009 (the “Effective Date”),
is between Orleans Homebuilders, Inc., a Delaware corporation with offices
at 3333 Street Road, Bensalem, Pennsylvania 19020 (hereinafter the “Company”) and Thomas R. Vesey, an individual (hereinafter
the “Employee”).


 


BACKGROUND


 


Employee
has been employed by the Company on an “at-will” basis as Executive Vice
President — Southern Region, and Employee and the Company desire that Employee
continue working for the Company in this capacity or such other capacity as
assigned in accordance with this Agreement.


 


Employee
and the Company further desire to enter into this written Employment Agreement
(“Agreement”) and to be bound by the
terms and conditions herein.


 


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:


 


SECTION 1.  CAPACITY AND
DUTIES


 


1.1                               At-Will
Employment.  The Company has
employed and shall continue to employ Employee pursuant to this Agreement on an
“at-will” basis.  Employee’s employment
hereunder with the Company is for an unspecified duration and may be terminated
at any time by either Employee or the Company, for any or no reason, with or
without prior notice, except as described in Section 3.


 


1.2                               Capacity
and Duties.  Initially,
Employee shall be employed by the Company as Executive Vice President — Southern
Region, reporting to President and Chief Operating Officer or as otherwise
determined by the Chairman, President, Chief Operating Officer, Vice Chairman
or the Company’s Board of Directors (or committee thereof).  The Company may assign to Employee new or
different capacities, duties, responsibilities and/or titles from time to time,
as determined by the Company in its sole discretion.  Employee shall perform such duties and
responsibilities normally associated with the position of Executive Vice President
and/or as may be assigned to Employee from time to time pursuant to this
Agreement.  Employee is required to work
those hours necessary to perform properly such duties and responsibilities
normally associated with the position of Executive Vice President (or such
other title or office assigned to him in accordance with this Agreement) and as
may be assigned to Employee from time to time pursuant to this Agreement.  Notwithstanding the foregoing in this Section 1.2,
after a Closing Date of a Change of Control has occurred, Employee shall have
such title, duties and responsibilities and be subject to the supervision and
control of such persons as may be, after taking into account the fact that a
Change of Control has occurred and other relevant facts and circumstances,
determined by the Company in its sole discretion from time to time.


 

















 


SECTION 2.  COMPENSATION AND
FRINGE BENEFITS


 


2.1                               Compensation.


 


(a)                                  Base Salary.  As base compensation for Employee’s services
hereunder, the Company shall pay to Employee an initial salary at an annual
rate of $300,000 (the “Base Salary”).  Employee’s Base Salary will be payable in
accordance with the Company’s regular payroll practices in effect from time to
time during Employee’s employment; but not less than monthly.  Employee’s Base Salary shall be reviewed by
the Company annually.  Employee’s Base
Salary may be adjusted (i) upward at the Company’s discretion, or (ii) after
September 30, 2010, downward without Employee’s consent; provided,
further, however, that in the event of the occurrence of a Closing Date, such
Base Salary shall not be decreased (from the level in effect on the Closing
Date) by Company without the Employee’s prior consent for a period of one year
following such Closing Date.


 


(b)                                 Bonus.


 


(i)                                     Annual Bonus
Incentive.  Subject to Section 2.1(b)(ii),
Section 2.1(b)(iii) and Section 2.1(b)(iv), Employee shall be
eligible to participate in such annual bonus program for Employee’s position as
may be implemented from time to time by the Company in its sole
discretion.  Any annual incentive bonus
amounts will be paid in accordance with regular payroll practices annually for
such amounts, provided that Employee is employed by the Company on the
applicable bonus payment date.  (For
example, fiscal 2008 annual bonuses were paid in October 2008.)  Except as provided in Section 2.1(b)(iii),
Employee is not eligible for any guaranteed bonus under this Agreement or
otherwise and the terms of any bonus plan applicable to Employee may be
modified or eliminated by the Company in its sole discretion.


 


(ii)                                  Fiscal Year
2009 Bonus.  The
Compensation Committee may award you a discretionary bonus amount, if it so
chooses, in its sole discretion, provided you are employed by the Company on
the payment date.


 


(iii)                               Fiscal Year
2010 Bonus.  Subject to
the following provisions of Section 2.1(b)(iii), provided that Employee is
employed by the Company on the earlier of October 15, 2010 and the date on
which Fiscal Year 2010 incentive bonuses are paid to all employees (i.e., the “normal
bonus payment date”; anticipated to be in October 2010), Employee shall be
paid a Fiscal Year 2010 Annual Bonus Incentive of at least $50,000.00, less
applicable payroll withholding amounts, with such amount being paid in
accordance with regular payroll practices for such amounts irrespective of
whether Employee is employed by the Company when such bonuses are paid.  The Company shall pay to Employee Employee’s
Fiscal Year 2010 Annual Bonus Incentive on the earlier of the normal bonus
payment date or December 31, 2010 or within sixty (60) days after
termination in accordance with Section 2.1(b)(iv).


 


(iv)                              Termination
After Bonus is Earned, but Remains Unpaid.  Notwithstanding the foregoing, if Employee’s
employment with the Company hereunder terminates for any reason or no reason,
then any unpaid amount of any earned but unpaid Fiscal Year 2010 Annual Bonus
Incentive shall be added to any severance amount payable to Employee 


 


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pursuant
to Section 2.3(b).  If no severance
is payable pursuant to Section 2.3(b), any earned but unpaid Fiscal Year
2010 Annual Bonus Incentive shall be paid within sixty (60) days after
termination.


 


2.2                               Fringe
Benefits.


 


(a)                                  Employee (and
his eligible dependents, where applicable) shall be eligible (i) to
participate in the Company’s insurance and health benefit plans to the extent
and upon the terms offered to full-time Company employees, including but not
limited to, any supplemental executive retirement plans (SERP) that may be
offered, subject to the plans’ respective eligibility requirements and other
terms, conditions, restrictions and exclusions, and (ii) to participate in
the Company’ equity incentive plans on terms substantially similar to the terms
offered to other similarly situated Company officers, to the extent
participation is offered to such other officers.  To the extent applicable, Employee shall be
entitled to participate in any SERP as a Tier 1 employee.  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.


 


(b)                                 Vacation.  Employee shall be entitled to three (3) weeks
of paid vacation during each full calendar year of his employment in accordance
with the terms and provisions of the Company’s policies and practices in effect
from time to time.


 


(c)                                  Expense
Reimbursement.  The Company
shall reimburse Employee for all reasonable expenses incurred by him in
connection with the performance of his duties hereunder in accordance with the
Company’s 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.  The reimbursement of any such eligible
expense shall be made on or before March 15th of the
calendar year next following the calendar year in which the expense was
incurred.


 


(d)                                 Additional
Benefits.  Employee
shall be eligible to participate in such other fringe benefits upon the terms
offered to the Company’s other full time employees and subject to the terms,
conditions, restrictions and exclusions of any such fringe benefit plans or
programs.


 


2.3                               Payments
After Termination of Employment.


 


(a)                                  Termination for
Any Reason.  Regardless
of the reason for the termination of Employee’s employment, whether by Employee
or the Company, whether or not due to Employee’s death or Disability and
whether or not for Cause, Employee (or his estate) will receive unpaid Base
Salary 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 and payment for accrued but unused vacation pay to the extent
Employee may be eligible for such payment under the Company’s policies.


 


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(b)                                 Termination by
the Company Without Cause, Termination by Employee for Good Reason or Voluntary
Termination After a Closing Date.  Subject to Section 2.3(c), to the extent
that:


 


(i) the Company terminates Employee’s
employment without Cause;


 


(ii) Employee terminates Employee’s employment
for Good Reason; or


 


(iii) there occurs a Closing Date and Employee
terminates his employment with the Company for any reason during the 30-day
period immediately preceding the one-year anniversary of the Closing Date,


 


the
Company shall pay the Employee the sum of the following:  (i) $300,000 as severance, and (ii) in
accordance with the provisions of Section 2.1(b)(iv), the balance of any
earned by unpaid Annual Bonus Incentive for Fiscal Year 2010, within sixty (60)
days after such termination.


 


(c)                                  Termination
Agreement.  Employee
shall receive the benefits set forth in Section 2.3(b) above if and
only if (i) Employee duly executes and returns to the Company a
termination agreement (“Termination Agreement”)
substantially in the form attached hereto as “Exhibit A,” as said form may
be modified by the Company in its reasonable discretion solely to address
developments in the law including legal claims that came into existence after
the date hereof within 21 days after such Termination Agreement is provided to
Employee and Employee does not revoke it within any revocation period provided
for in the Termination Agreement; and (ii) Employee complies in all
material respects with his obligations under this Agreement and the Termination
Agreement.  The Termination Agreement
shall be provided by the Company to Employee within seven (7) days after a
termination of Employment pursuant to which Employee may be entitled to receive
the benefits set forth in Section 2.3(b).


 


SECTION 3.  TERMINATION OF EMPLOYMENT


 


3.1                               Termination
by Company; Death of Employee.  Company may terminate Employee’s employment
for any or no reason (i.e. without Cause) by providing Employee fourteen (14)
days prior 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 may terminate Employee’s employment immediately in the
event there is Cause, or in the event of the Employee’s Disability.  As used in this Agreement, “Disability” means Employee’s inability, for a total of
thirteen (13) weeks or more in any rolling six (6) month period to perform
the essential duties of Employee’s position, with any reasonable accommodation
required by law, due to a mental or physical impairment which substantially
limits one or more major life activities. 
The determination as to whether Employee has a Disability shall be made
by the Company or a physician selected by the Company, and Employee agrees to
submit to reasonable medical examinations upon the request and at the expense
of the Company.  Employee’s employment
hereunder shall immediately terminate upon his death.  Any termination by the Company due to a
Disability shall not constitute a termination without Cause.


 


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3.2.                            Termination
by Employee.  Employee may
terminate Employee’s employment at any time and for other than Good Reason by
providing the Company (a) with forty-five (45) days prior written notice,
if the termination date is prior to December 31, 2010, which notice period
the Company may waive, in whole or in part, in its sole discretion; and (b) thirty
(30) days prior written notice if the termination date is after December 31,
2010.


 


3.3                               Termination
for Cause.  The Company
may terminate Employee’s employment at any time for “Cause,”
which for purposes of this Agreement shall mean any of the following: (i) self
dealing, willful misconduct, fraud, misappropriation, embezzlement, dishonesty,
or misrepresentation (other than a good faith dispute over an expense account
charge that is of an immaterial and insignificant amount), (ii) being
charged by governmental authorities with or convicted of a felony, (iii) failure
of Employee to perform his known duties and responsibilities to the Company
which persists for more than fourteen (14) days after written notice or which
recurs (i.e., the same or substantially similar matter which has been cured
after written notice from the Company occurs again within the succeeding twelve
(12) month period), (iv) gross negligence which persists for more than
fourteen (14) days after written notice from the Company or which recurs; (v) any
violation of the Company’s Code of Business Conduct & Ethics (as it
may be amended, restated, or replaced from time to time) which causes, or is
likely to cause, injury to the Company or which recurs, (vi) any violation
by Employee of any policy, rule, or reasonable direction or regulation of the
Company which persists for more than fourteen (14) days after written notice or
which recurs, (vii) any violation by Employee of the provisions of the
Non-Competition and Confidentiality Agreement described in Section 4.1
below, or (viii) any violation by Employee of any provision of this
Agreement.


 


3.4                               Termination
for Good Reason.  Employee may
terminate Employee’s employment at any time for Good Reason, which for purposes
of this Agreement shall mean: (i) material reduction of Employee’s Base
Salary in violation of Section 2.1; (ii) the Company’s requiring the
Employee to be based at any office or location other than in Charlotte, North
Carolina or within 35 miles of the Charlotte metropolitan area, or
Philadelphia, Pennsylvania or within 45 miles of the Philadelphia metropolitan
area; or (iii) any material breach of this Agreement by the Company;
provided, however, that Good Reason shall not exist under (i) through (iii) above
unless and until Employee provides the Company with written notice of the
condition that Employee believes to constitute Good Reason within thirty (30)
days after the initial occurrence of such condition and the Company fails to
cure the condition within thirty (30) days after receiving such written notice
or such condition recurs.


 


3.5                               Change
of Control and Closing Date.  A “Change of Control”
shall be deemed to have occurred upon the earliest to occur of the following
dates:


 


(a)                                  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


 


(b)                                 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


 


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(c)                                  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 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 Common Stock of the Company
immediately before the merger or consolidation; or


 


(d)                                 the date any
entity, person or group, within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act (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, (B) Jeffrey P. Orleans or family
members of Jeffrey P. Orleans (all such persons being referred to as “Orleans Family Members”), (C) any entity a majority of
the equity in which is owned by Orleans Family Members), or (D) any trust
as to which a majority of the beneficiaries are Orleans Family Members), shall
have become the beneficial owner of, or shall have obtained voting control
over, more than fifty percent (50%) of the outstanding shares of the Company’s
common stock.


 


The
“Closing Date” means the date, if any,
on which a transaction that is treated as a Change of Control is consummated.


 


3.6                               Non-Competition
and Confidentiality Agreement.  Termination of Employee’s employment either
by Employee or the Company, whether with or without Cause, and whether or not
due to Employee’s Disability, shall not release Employee from Employee’s
obligations and restrictions under the Non-Competition and Confidentiality
Agreement referred to in Section 4.1 except to the extent specifically
provided in that agreement.


 


SECTION 4.  NON-COMPETITION AND
CONFIDENTIALITY


 


4.1                               Non-Competition
and Confidentiality Agreement.  The terms of this Agreement are contingent
upon Employee’s execution of a Non-Competition and Confidentiality Agreement in
the form attached hereto as “Exhibit B” to this Agreement.  Employee’s failure to execute the
Non-Competition and Confidentiality Agreement on or before this Agreement’s Effective
Date will invalidate this Agreement.


 


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SECTION 5.  MISCELLANEOUS


 


5.1                               Severability;
Survival.  Nothing in
this Agreement is intended to violate any law or shall be interpreted to
violate any law.  In the event that any
provision contained in this Agreement shall be determined by any court of
competent jurisdiction to be overbroad and/or unenforceable, then the court
making such determination shall have the authority to narrow the provision as
necessary to make it enforceable and the provision shall then be enforceable in
its narrowed form.  Moreover, each
provision of this Agreement is independent of and severable from each other.  In the event that any provision in this
Agreement is determined to be legally invalid or unenforceable by a court and
is not modified by a court to be enforceable, the affected provision shall be
stricken from the Agreement, and the remaining provisions of this Agreement
shall remain in full, force and effect. 
For purposes of this Section 5.1, a “provision” of this Agreement
shall mean any section or subsection of this Agreement or any sentence or
clause within any section or subsection of this Agreement.  The Non-Competition and Confidentiality
Agreement, the provisions of Section 2.2(f) and Section 5 of
this Agreement and any obligation of the Company to make payments or provide
benefits that accrued on or prior to the date of termination (or in connection
with such termination) shall survive the termination of Employee’s employment
and the termination of this Agreement.


 


5.2                               Notices.  All notices hereunder shall
be in writing and shall be sufficiently given if 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.


 


(a)                                  If to Company:


 


Orleans
Homebuilders Inc.


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.


 


5.3                               Entire
Agreement and Modification. 
 This Agreement along with the
Non-Competition and Confidentiality Agreement referred to in Section 4.1
constitutes the entire agreement between the parties hereto with respect to the
matters contemplated herein and


 


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supersedes
all prior agreements and understandings with respect thereto.  No amendment, modification, or waiver of this
Agreement shall be effective unless in writing and executed by both parties.  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.


 


5.4                               Governing
Law.  The parties agree that this
Agreement is made pursuant to, and shall be construed and 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.


 


5.5                               Headings;
Counterparts.  The headings of
sections 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.


 


5.6                               Assignment
and Succession.   The Company
may assign this Agreement in connection with any sale or merger (whether a sale
or merger of stock or assets or otherwise) of the Company or the business of
the Company or any affiliate of the Company. 
Employee expressly consents to the assignment of the Agreement to any
new owner of the Company’s business or purchaser of the Company.  Employee’s rights and obligations hereunder
are personal and may not be assigned by Employee. This Agreement shall inure to
the benefit of and be enforceable by Employee’s heirs, beneficiaries and/or
legal representatives.


 


5.7                               Special
Rules Regarding Section 409A of the Internal Revenue Code.  Notwithstanding anything herein to the
contrary, in the event any payments or benefits required to be provided
hereunder are deemed to constitute payments of “nonqualified deferred
compensation” that is subject to the requirements of Section 409A of the
Internal Revenue Code, then the time and manner in which such payment or
benefit is provided shall be adjusted, to the extent reasonably possible, so
that payment or distribution is made at a time and in a manner that is
consistent with the requirements of such Section 409A (and applicable
proposed or final Treasury regulations or other guidance issued or to be issued
by the Internal Revenue Service).  This Section 5.7
may, for example, require that certain payments to Employee following his
termination of employment be delayed until the date that is six (6) months
after the date of his separation from service with the Company if, at the time
of such termination of employment Employee was a “specified employee” (as that
term is used for purposes of Section 409A(2)(B)(i).  All other payments and taxable benefits shall
be made available or distributed to Employee at such time(s) as provided
by the applicable provisions of this Agreement. 
In the event any payments are delayed as required by this Section 5.7,
those payments shall be made in a single lump sum with interest, at the lesser
of 5% or prime rate as published from time to time in the Money Rates section
of the Wall Street Journal. In addition, to the extent any payments made by
reason of Employee’s termination of employment are considered payable under a
nonqualified deferred compensation plan that is subject to Internal Revenue
Code Section 409A, 


 


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any
reference to “termination of employment” shall be interpreted to mean a “separation
from service” as defined in Treasury Regulations applicable under Internal
Revenue Code Section 409A.  To the
extent any reimbursements or in-kind benefits due to Employee under this
Agreement constitutes “deferred compensation” under Internal Revenue Code Section 409A,
any such reimbursements or in-kind benefits shall be paid to Employee in a
manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv).  Each payment made under this Agreement shall
be designated as a “separate payment” within the meaning of Internal Revenue
Code Section 409A.  The Company
shall consult with Employee in good faith regarding the implementation of the
provisions of this Section 5.7.


 


5.8                               Payment
Dates and Payments.  The
Company shall be deemed to have complied with the payment dates referenced in
this Agreement if the Company pays Employee on the payroll pay date that
corresponds to the pay period during which the relevant payment date
falls.  All payments hereunder shall be
subject to applicable withholdings and taxes.


 


[SIGNATURES ON FOLLOWING PAGE]


 


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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:

  	
  Garry
  P. Herdler

  	
   

  	
  Thomas
  R. Vesey

  
	
   

  	
  Garry
  P. Herdler

  	
   

  	
  Thomas
  R. Vesey

  
	
   

  	
  Executive
  Vice President and

  	
   

  	
   

  
	
   

  	
  Chief
  Financial Officer

  	
   

  	
   

  






 


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