Exhibit 10.2


 


NON-COMPETITION
AND CONFIDENTIALITY AGREEMENT


 


This Non-Competition and
Confidentiality Agreement is made as of this 6th day of August, 2009 by and
between Thomas R. Vesey (“Employee”) and
Orleans Homebuilders, Inc. (together with its subsidiaries, the “Company”) and effective as of August 1, 2009.


 


WHEREAS, Employee and the
Company have entered into an Employment Agreement dated August 6, 2009,
effective as of August 1, 2009 (as such Agreement may be amended or
modified from time to time, the “Employment Agreement”);
and


 


WHEREAS, the Employment
Agreement provides additional benefits to Employee that he did not have prior
to entering into the Employment Agreement; and


 


WHEREAS, the terms of the
Employment Agreement are contingent upon Employee’s execution of this
Non-Competition and Confidentiality Agreement;


 


NOW, THEREFORE, for good and
valuable consideration, including Employee’s receipt of the benefits described
in the Employment Agreement, Employee hereby agrees as follows:


 


1.                                       If Employee
terminates his employment with the Company for other than Good Reason (defined
below) or the Company terminates Employee’s employment for Cause, then Employee
shall not:


 


(a)                                  For a period of three (3) months
following such termination, 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 any
state in the United States in which the Company is doing business at the time
of such termination, which is primarily engaged in the construction or
marketing of any homes (whether single family, multi-family, owner-occupied,
rental, or other) or the acquisition or development of any property for
residential purposes; provided, however, nothing contained in this Section 1(a) shall
prevent Employee from holding for investment no more than one percent (1%) 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;


 


(b)                                 For a period of one (1) year following such
termination, directly or indirectly, solicit, induce or encourage any person,
firm, corporation or other entity who or which is a Customer, distributor or
supplier of the Company to terminate or reduce its business or relationship
with the Company;


 


(c)                                  For a period of three (3) months following such
termination, directly or indirectly, solicit or assist any individual or entity
in the solicitation of business from, or performance of work for, any Customer
or Prospective Customer of the Company; and


 

















 


(d)                                 For a period of one (1) year following such termination,
directly or indirectly, solicit, employ or establish a business relationship
with, or encourage or assist any individual or entity to solicit, employ or
establish a business relationship with, any individual who was employed by or
worked as an independent contractor for the Company during the preceding six (6) month
period.


 


Notwithstanding anything to the contrary set
forth in Section 1, the restrictions set forth in Sections 1(a) through
1(d) shall apply during Employee’s term of employment with the Company.


 


2.                                       Defined terms.  For the
purposes of this Agreement:


 


(a)                                  “Cause” shall
have the meaning provided in the Employment Agreement;


 


(b)                                 “Customer” shall
mean those persons or entities for which the Company performed services or to
which it has sold or otherwise provided any product during the last year of
Employee’s employment with the Company;


 


(c)                                  “Good Reason”
shall have the meaning provided in the Employment Agreement.


 


(d)                                 “Prospective Customer”
shall mean all persons or entities with whom the Company has had substantive
discussions about becoming a customer of the Company in the last year of
Employee’s employment with the Company.


 


3.                                       Confidentiality.


 


(a)                                  Employee acknowledges that
in the course of performing his duties on behalf of the Company he may, from
time to time, be placed in a position of trust and confidence in which he
receives or contributes to the creation of confidential and/or proprietary
information relative to the Company’s operations.  This confidential and/or proprietary
information includes, but is not limited to: (i) business, manufacturing,
marketing, legal and accounting methods, policies, plans, procedures,
strategies and techniques; (ii) information regarding the Company’s
planned communities and development and acquisition activities; (iii) information
concerning the Company’s earnings, production volumes and methods for doing
business; (iv) technical information, such as patterns, designs, building
plans and product specifications; (v) trade secrets, including the
formulas, methods, processes, standards and devices associated with the Company’s
building, manufacturing and marketing activities; (vi) names, addresses
and telephone numbers of the Company’s employees, vendors, and suppliers; (vii) customer
lists and the names, addresses and telephone numbers of the Company’s customers
and prospective customers; (viii) pricing, credit and financial information;
and (ix) any and all other data or information relating to the operations
and business of the Company which is not known generally by and readily
accessible to the public. For purposes hereof, “confidential and/or proprietary
information” does not include, and there shall be no obligation hereunder with
respect to (i) information known by Employee prior to his employment by
the Company and (ii) information that is or becomes generally
available to the public other than as a result of a disclosure by Employee in
violation of the terms of this Agreement.


 


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(b)                                 With regard to the
confidential and/or proprietary information as described in Section 3(a),
Employee agrees that during his employment he will safeguard the privacy of the
confidential and/or proprietary information and will use and/or disclose this
confidential and/or proprietary information only as necessary to further the
Company’s business interests. After Employee’s employment has ended, regardless
of the reason and whether initiated by the Company or by Employee, Employee
will not use and/or disclose the Company’s confidential and/or proprietary
information at any time, at any place, for any reason except as required by
law.  In the event Employee is required
to disclose any confidential and/or proprietary information by order of any
court of competent jurisdiction or other governmental authority or is otherwise
legally required to do so, Employee shall timely inform the Company’s General
Counsel of all such legal or governmental proceedings so that the Company may
attempt by appropriate legal means to limit such disclosure.


 


(c)                                  Upon Employee’s separation
from the Company, regardless of the reason and whether initiated by the Company
or by Employee, Employee will return to the Company, retaining no copies, any
and all files, records, correspondence (other than personal correspondence),
documents, drawings and specifications, which relate to or reflect the Company’s
business operations, customers, prospective customers, employees, suppliers,
vendors, etc., regardless of where such items were kept or prepared.


 


4.                                       Injunctive and
Other Relief.


 


(a)                                  Employee acknowledges and agrees that the provisions of Section 1 and Section 3
are reasonable with respect to their duration, scope and geographical
area.  In particular, Employee
acknowledges that the geographic scope of the Company’s business makes
reasonable the geographic restrictions of this Agreement.  If, at the time of enforcement of any of the
provisions of Sections 1 and/or Section 3, a court holds that the
restrictions therein exceed those allowed by applicable law, then such court
will be requested by the Company, Employee and all other relevant parties to
enforce the provisions in Section 1 and Section 3 to the broadest
extent possible under applicable law and Section 1 and Section 3
shall be deemed to have been so modified.


 


(b)                                 Employee agrees that if Employee breaches or threatens
to breach any of the provisions of Section 1
and/or Section 3, the Company will have available, in addition to any other right or
remedy available, the right to seek injunctive and equitable relief of any type
from a court of competent jurisdiction, including but not limited to, the right
to seek an order restraining such breach or threatened breach and to specific
performance of any such provision of this Agreement.  Employee further agrees that no bond or other
security shall be required in obtaining such equitable relief and Employee
hereby consents to the issuance of such injunction and to the ordering of
specific performance.


 


5.                                       Miscellaneous.


 


(a)                                  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 


 


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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(a),
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 terms and provisions of
this Agreement shall survive the termination of Employee’s employment.


 


(b)                                 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.


 


If
to Company:


 


Orleans
Homebuilders Inc.


3333
Street Road


Suite 101


Bensalem,
PA 19020


Attn:                    Benjamin D. Goldman, Vice
Chairman


Tel:  (215) 245-7500


Fax:
(215) 633-2351


 


If
to Employee:


 


At
Employee’s current home address as reflected in the Company’s records.


 


(c)                                  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 and executed by
the Employee and the Company’s Vice-Chairman or Chairman.  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.


 


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(d)                                 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.


 


(e)                                  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 to 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.


 


(f)                                    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.


 


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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