Exhibit 10.2


 


NON-COMPETITION AND CONFIDENTIALITY AGREEMENT


 


This
Non-Competition and Confidentiality Agreement is made as of this 10th day of
March, 2009 by and between Michael T. Vesey (“Employee”)
and Orleans Homebuilders, Inc. (together with its subsidiaries, the “Company”) and effective as of January 1, 2009.


 


WHEREAS,
Employee and the Company have entered into an Employment Agreement dated
effective as of January 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), Employee shall not:


 


(a)                                  For
a period of twelve (12) 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 one (1) year 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.


 

















 


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


 


(a)                                  “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;


 


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


 


(c)                                  “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.


 


(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 


 


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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 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.


 


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(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:    Jeffrey P. Orleans, Chairman and Chief
  Executive Officer

  
	
  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.


 


(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.  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.


 


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(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:

  	
  Jeffrey P. Orleans

  	
   

  	
  Michael T. Vesey

  
	
   

  	
  Jeffrey P. Orleans

  	
   

  	
  Michael T. Vesey

  
	
   

  	
  Chairman and Chief Executive Officer

  	
   

  	
   

  



 


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