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