Exhibit 10.1
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT, made as
of this 6th day of August, 2009, and effective as of August 1,
2009 (the “ Effective Date ”), is between
Orleans Homebuilders, Inc., a Delaware corporation with
offices at 3333 Street Road, Bensalem, Pennsylvania 19020
(hereinafter the “ Company ”) and Thomas R.
Vesey, an individual (hereinafter the “ Employee
”).
BACKGROUND
Employee has been employed by the
Company on an “at-will” basis as Executive Vice
President — Southern Region, and Employee and the Company
desire that Employee continue working for the Company in this
capacity or such other capacity as assigned in accordance with this
Agreement.
Employee and the Company further
desire to enter into this written Employment Agreement (“
Agreement ”) and to be bound by the terms and
conditions herein.
NOW THEREFORE, in consideration of
the promises and the mutual covenants and agreements contained
herein, and intending to be legally bound hereby, the parties
hereto agree as follows:
SECTION 1. CAPACITY AND
DUTIES
1.1
At-Will
Employment. The Company has employed and shall continue to
employ Employee pursuant to this Agreement on an
“at-will” basis. Employee’s employment
hereunder with the Company is for an unspecified duration and may
be terminated at any time by either Employee or the Company, for
any or no reason, with or without prior notice, except as described
in Section 3.
1.2
Capacity and
Duties.
Initially, Employee shall be employed by the Company as Executive
Vice President — Southern Region, reporting to President and
Chief Operating Officer or as otherwise determined by the Chairman,
President, Chief Operating Officer, Vice Chairman or the
Company’s Board of Directors (or committee thereof).
The Company may assign to Employee new or different capacities,
duties, responsibilities and/or titles from time to time, as
determined by the Company in its sole discretion. Employee
shall perform such duties and responsibilities normally associated
with the position of Executive Vice President and/or as may be
assigned to Employee from time to time pursuant to this
Agreement. Employee is required to work those hours necessary
to perform properly such duties and responsibilities normally
associated with the position of Executive Vice President (or such
other title or office assigned to him in accordance with this
Agreement) and as may be assigned to Employee from time to time
pursuant to this Agreement. Notwithstanding the foregoing in
this Section 1.2, after a Closing Date of a Change of Control
has occurred, Employee shall have such title, duties and
responsibilities and be subject to the supervision and control of
such persons as may be, after taking into account the fact that a
Change of Control has occurred and other relevant facts and
circumstances, determined by the Company in its sole discretion
from time to time.
SECTION 2. COMPENSATION AND FRINGE
BENEFITS
2.1
Compensation.
(a)
Base Salary.
As base compensation for
Employee’s services hereunder, the Company shall pay to
Employee an initial salary at an annual rate of $300,000 (the
“ Base Salary ”). Employee’s Base
Salary will be payable in accordance with the Company’s
regular payroll practices in effect from time to time during
Employee’s employment; but not less than monthly.
Employee’s Base Salary shall be reviewed by the Company
annually. Employee’s Base Salary may be adjusted
(i) upward at the Company’s discretion, or
(ii) after September 30, 2010, downward without
Employee’s consent; provided, further, however, that in the
event of the occurrence of a Closing Date, such Base Salary shall
not be decreased (from the level in effect on the Closing Date) by
Company without the Employee’s prior consent for a period of
one year following such Closing Date.
(b)
Bonus.
(i)
Annual Bonus Incentive
. Subject to
Section 2.1(b)(ii), Section 2.1(b)(iii) and
Section 2.1(b)(iv), Employee shall be eligible to participate
in such annual bonus program for Employee’s position as may
be implemented from time to time by the Company in its sole
discretion. Any annual incentive bonus amounts will be paid
in accordance with regular payroll practices annually for such
amounts, provided that Employee is employed by the Company on the
applicable bonus payment date. (For example, fiscal 2008
annual bonuses were paid in October 2008.) Except as
provided in Section 2.1(b)(iii), Employee is not eligible for
any guaranteed bonus under this Agreement or otherwise and the
terms of any bonus plan applicable to Employee may be modified or
eliminated by the Company in its sole discretion.
(ii)
Fiscal Year 2009
Bonus. The
Compensation Committee may award you a discretionary bonus amount,
if it so chooses, in its sole discretion, provided you are employed
by the Company on the payment date.
(iii)
Fiscal Year 2010
Bonus. Subject to
the following provisions of Section 2.1(b)(iii), provided that
Employee is employed by the Company on the earlier of
October 15, 2010 and the date on which Fiscal Year 2010
incentive bonuses are paid to all employees (i.e., the
“normal bonus payment date”; anticipated to be in
October 2010), Employee shall be paid a Fiscal Year 2010
Annual Bonus Incentive of at least $50,000.00, less applicable
payroll withholding amounts, with such amount being paid in
accordance with regular payroll practices for such amounts
irrespective of whether Employee is employed by the Company when
such bonuses are paid. The Company shall pay to Employee
Employee’s Fiscal Year 2010 Annual Bonus Incentive on the
earlier of the normal bonus payment date or December 31, 2010
or within sixty (60) days after termination in accordance with
Section 2.1(b)(iv).
(iv)
Termination After Bonus is
Earned, but Remains Unpaid . Notwithstanding the foregoing, if
Employee’s employment with the Company hereunder terminates
for any reason or no reason, then any unpaid amount of any earned
but unpaid Fiscal Year 2010 Annual Bonus Incentive shall be added
to any severance amount payable to Employee
2
pursuant to Section 2.3(b). If no
severance is payable pursuant to Section 2.3(b), any earned
but unpaid Fiscal Year 2010 Annual Bonus Incentive shall be paid
within sixty (60) days after termination.
2.2
Fringe
Benefits.
(a)
Employee (and his eligible
dependents, where applicable) shall be eligible (i) to
participate in the Company’s insurance and health benefit
plans to the extent and upon the terms offered to full-time Company
employees, including but not limited to, any supplemental executive
retirement plans (SERP) that may be offered, subject to the
plans’ respective eligibility requirements and other terms,
conditions, restrictions and exclusions, and (ii) to
participate in the Company’ equity incentive plans on terms
substantially similar to the terms offered to other similarly
situated Company officers, to the extent participation is offered
to such other officers. To the extent applicable, Employee
shall be entitled to participate in any SERP as a Tier 1
employee. Nothing herein shall preclude or otherwise restrict
the Company’s right to modify or terminate any insurance or
other benefit plan, policy or program as it deems appropriate in
its sole discretion.
(b)
Vacation. Employee shall be entitled to three
(3) weeks of paid vacation during each full calendar year of
his employment in accordance with the terms and provisions of the
Company’s policies and practices in effect from time to
time.
(c)
Expense Reimbursement.
The Company shall reimburse
Employee for all reasonable expenses incurred by him in connection
with the performance of his duties hereunder in accordance with the
Company’s regular reimbursement policies as in effect from
time to time and upon receipt of itemized vouchers therefor and
such other supporting information as the Company may reasonably
require. The reimbursement of any such eligible expense shall
be made on or before March 15 th of
the calendar year next following the calendar year in which the
expense was incurred.
(d)
Additional Benefits.
Employee shall be eligible to
participate in such other fringe benefits upon the terms offered to
the Company’s other full time employees and subject to the
terms, conditions, restrictions and exclusions of any such fringe
benefit plans or programs.
2.3
Payments After Termination of
Employment.
(a)
Termination for Any
Reason. Regardless
of the reason for the termination of Employee’s employment,
whether by Employee or the Company, whether or not due to
Employee’s death or Disability and whether or not for Cause,
Employee (or his estate) will receive unpaid Base Salary for any
days actually worked by Employee prior to the termination of his
employment, expense reimbursement for all reasonable expenses
incurred by him in connection with the performance of his duties
prior to the termination of his employment and payment for accrued
but unused vacation pay to the extent Employee may be eligible for
such payment under the Company’s policies.
3
(b)
Termination by the Company
Without Cause, Termination by Employee for Good Reason or Voluntary
Termination After a Closing Date. Subject to Section 2.3(c), to the
extent that:
(i) the Company terminates
Employee’s employment without Cause;
(ii) Employee terminates
Employee’s employment for Good Reason; or
(iii) there occurs a Closing
Date and Employee terminates his employment with the Company for
any reason during the 30-day period immediately preceding the
one-year anniversary of the Closing Date,
the Company shall pay the Employee
the sum of the following: (i) $300,000 as severance, and
(ii) in accordance with the provisions of
Section 2.1(b)(iv), the balance of any earned by unpaid Annual
Bonus Incentive for Fiscal Year 2010, within sixty (60) days after
such termination.
(c)
Termination Agreement.
Employee shall receive the
benefits set forth in Section 2.3(b) above if and only if
(i) Employee duly executes and returns to the Company a
termination agreement (“ Termination Agreement
”) substantially in the form attached hereto as
“Exhibit A,” as said form may be modified by the
Company in its reasonable discretion solely to address developments
in the law including legal claims that came into existence after
the date hereof within 21 days after such Termination Agreement is
provided to Employee and Employee does not revoke it within any
revocation period provided for in t
