EXHIBIT 10.3


 


FORM OF


 


ORLEANS
HOMEBUILDERS, INC. 


RESTRICTED
STOCK AWARD AGREEMENT


 


THIS AWARD
(the “Award”) is hereby granted as of                                 
(the “Grant Date”) by Orleans Homebuilders, Inc., a Delaware corporation
(the “Company”), to                                   
(the “Grantee”) in recognition of the Grantee’s contributions to the Company
during his employment to-date and in connection with the terms of the Grantee’s
employment or service with the Company. By signing this Award Agreement, the
Grantee acknowledges that the Grantee’s rights under this Award Agreement are
subject to and limited by the terms of the Company’s Stock Award Plan (as
adopted by the Company’s Board of Directors, effective as of October 1,
2003, and referred to herein as the “Plan”) and herein. Capitalized terms used
herein shall have the same meanings given to such terms in the Plan, except to
the extent otherwise clearly required by their context.


 


W I T N E S S E T H:


 


1.                           Award. The Company hereby
grants to the Grantee,                                       
shares of Common Stock, for no purchase price, as a restricted stock award (the
“Award Shares”), subject to the terms and conditions set forth in the Plan and
in this Award Agreement. All questions of interpretation and application of
this Award and Award Agreement shall be determined by the Committee. The
Committee’s determinations shall be final, binding and conclusive. The Award
shall be effective upon the execution by each of the Company and the Grantee of
this Award Agreement.


 


2.                           Vesting. The unvested Award
Shares granted pursuant to this Award are subject to certain forfeiture
conditions, as set forth in Appendix A attached hereto. The terms of such
forfeiture conditions and the manner in which such conditions lapse are all as
set forth in Appendix A. Until such time as these forfeiture conditions lapse,
Grantee shall have no right to sell or otherwise dispose of the unvested Award
Shares to which such forfeiture conditions still apply.


 


3.                           Share Certificates. A share certificate
representing the Award Shares subject to this Award shall be registered in the
Grantee’s name. The Grantee shall, contingent upon compliance with the terms of
this Award, have all of the rights of a shareholder with respect to the Award
Shares covered hereby; subject, however, to any terms, conditions or
limitations as may be imposed under the terms of this Agreement or pursuant to
the Plan. The Grantee shall have the right to vote the Award Shares and to
receive all dividends and other distributions paid or made with respect
thereto, whether or not such Award Shares have vested at any such time. The
share certificate for the Award Shares may be legended to the effect that the
Award Shares evidenced by such certificate are subject to forfeiture and
conveyance to the Company in accordance with the terms applicable to such
Shares under this Award Agreement and as otherwise provided for under the Plan,
and that the Award Shares may not be sold or otherwise transferred. A certificate



 





















 


or certificates without such a legend shall, at
the request of the Grantee, be provided from time to time with respect to those
Award Shares as to which the forfeiture conditions have lapsed.


 


4.                           Transfer of Shares. The unvested Award
Shares shall not be transferable and shall be subject to the conditions of
forfeiture referenced above until such time as those forfeiture conditions
lapse, at which time the Award Shares shall be free of all restrictions except
such restrictions as may be imposed by law or as may be otherwise established
by agreement between the Grantee and the Company. Grantee has been advised and
understands that (a) the Company is under no obligation to register the
resale of the Award Shares under the Act or to take any action which would make
available to the Grantee any exemption from such resale registration, (b) the
Award Shares may not be transferred without (i) compliance with all
applicable federal and state securities laws (including, without limitation,
registration under federal or state securities laws or the receipt of an
opinion of counsel satisfactory to the Company that an appropriate exemption
from registration is available) and (ii) the consent or approval of any
governmental regulatory body whose consent or approval is necessary in
connection with the transfer of the Award Shares, and an appropriate legend
referring to the foregoing restrictions on transfer may be endorsed on the
certificates.


 


5.                           Amendment. Subject to the
provisions of the Plan, the Committee shall have the right to amend this Award
Agreement, subject to the Grantee’s consent if such amendment adversely affects
the Grantee.


 


6.                           No Commitment to Retain. Nothing herein contained shall affect the right
of the Company or any Affiliate to terminate the Grantee’s employment,
services, responsibilities, duties, or authority to represent the Company or
any Affiliate at any time for any reason whatsoever. Notwithstanding this
provision, nothing herein contained shall alter any written employment
agreement between the Company and Grantee, as it is now exists, or as it may be
amended from time to time.


 


IN WITNESS WHEREOF, the Company
and the Grantee have entered into this Award Agreement on the day and year
first above written.


 


	
   

  	
  ORLEANS
  HOMEBUILDERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  ACKNOWLEDGED:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
						



 


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