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