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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


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