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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