EXHIBIT 10.8
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement is made as of December 31,
2005 by and between Orleans Homebuilders, Inc. ("Orleans"), a Delaware
corporation and Xxxxxx Xxxxxxxxxxx ("Employee").
BACKGROUND
WHEREAS, Orleans and Employee entered into an Employment Agreement as
of July 28, 2003 (the "Original Employment Agreement"); and
WHEREAS, Orleans and Employee desire to amend the original Employment
Agreement to add a new Section 6.8 setting forth special rules relating to ss.
409A of the Internal Revenue Code.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby and in consideration of the covenants contained herein and other good and
valuable consideration, agree as follows:
A new Section 6.8 is hereby added to the end of Section 6 of the
Original Employment Agreement to read in its entirety as follows:
6.8 Special Rules Related to Section 409A of the Internal Revenue Code.
Notwithstanding any provisions of this Agreement to the contrary, in the event
any payment otherwise required to be made under the Agreement, whether upon
termination of employment, or for any other reason, would constitute a payment
of nonqualified deferred compensation, such payment shall be made in a time and
manner such that no amount will be required to be included in Employee's income
by reason of a failure to comply with the requirements of Sections 409A(a)(2),
(3) and (4) of the Internal Revenue Code of 1986, as amended (the "Code") (such
payment, therefore, being included in Employee's income at the time of actual
receipt pursuant to other applicable provisions of the Code). This Section 6.8
shall apply to such payments and to such extent as necessary so as to avoid
imposition of tax or additions to tax pursuant to Code Section 409A(a)(1). If,
for example, it is determined that payments otherwise required to be made
pursuant to Section 2.8 upon termination of employment would violate Code
Section 409A(a)(2)(B) (requiring that deferred compensation benefits payable to
a key employee of a public company upon separation from service be delayed until
a date that is at least six months after the date of separation), then no
payment otherwise required to be made under Section 2.8 will be payable until
six months and one day after Employee's termination of employment with the
Employer.
Except as set forth herein, the terms and conditions, provisions of the
Original Employment Agreement remain unchanged and such terms, conditions and
provisions are hereby confirmed.
This First Amendment may be executed in more than one counterpart, each
of which shall be an original and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, Orleans and the Employee have caused this First
Amendment to Employment Agreement to be duly executed as of the date first set
forth above.
ORLEANS HOME BUILDERS, INC.
Xxxxxx X. Xxxxxxxxxx
------------------------------------
By: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
Xxxxxx Xxxxxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxxxxx,
President, Masterpiece Homes, Inc.
