Exhibit 10.8
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is executed and made effective as of
January 1, 2002 between TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina
Limited Partnership, whose address is P.O. Box 10889, Greensboro, N.C. 27404
(the "Company") and ROCHELLE SIMPSON, a resident of North Carolina, whose
address is 4800 Archwood Drive, Greensboro, North Carolina 27406 (the
"Simpson").
RECITALS
A. The Company and Simpson entered into an employment agreement dated February
28, 1994 and amended and restated as of January 1, 1996 and January 1,
1999.
B. The Parties intend to modify, amend and restate the employment contract as
provided herein.
Now therefore, in consideration of the promises contained herein and other
valuable consideration, the parties agree as follows:
1. EMPLOYMENT. Company agrees to employ Simpson during the term of this
Agreement. Simpson agrees to devote substantial time and attention and her
best efforts to the business affairs of the Company. During the term of her
employment hereunder, Simpson shall not perform services for others as a
consultant, employee or otherwise and shall not engage in the conduct of
any other trade or business.
Company is engaged in the development and operation of retail shopping
centers. Simpson will serve as a Executive Vice-President (Administration
and Finance) and Secretary of the Company, and will perform duties assigned
to her by the Company in all phases of the Company's business. Simpson will
have overall responsibility for the administration of the Company's day to
day operations and such other duties as the Chief Executive Officer shall
assign to her from time to time. Simpson will report directly to the Chief
Executive Officer of the Company.
2. TERM. The term of this Agreement as herein amended and restated shall begin
on January 1, 2002 and shall end December 31, 2004 (the "Contract Term")
unless sooner terminated as herein provided. The twelve calendar month
period beginning on January 1, 2002 and ending December 31, 2002 and each
calendar year thereafter through the end of the Contract Term is sometimes
herein referred to as a "Contract Year".
By mutual written agreement, the parties may extend the term of
employment for an additional period of three years (sometimes herein
referred to as the "Extended Term") upon such terms and conditions as the
parties may agree.
This Agreement shall survive any merger, acquisition or cessation of
business by the Company and shall remain binding upon any successor of the
Company or transferee of the Company's business.
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3. COMPENSATION. As compensation for Simpson's services performed pursuant to
this Agreement, Company will pay Simpson an "Annual Base Salary" of
$231,525.00 for the Contract Year beginning January 1, 2002 and an Annual
Base Salary for each Contract year thereafter in an amount set by the
Company's Executive Compensation Committee but not less than $231,525.00.
The Annual Base Salary shall be paid in equal installments in arrears in
accordance with Company's regular pay schedule. The Annual Base Salary
shall be paid in equal monthly or bi-weekly installments in arrears in
accordance with Company's regular pay schedule.
The Company will provide Simpson with any medical, disability or life
insurance benefits in accordance with any such plans provided by the
Company for other employees and for which Simpson is eligible.
Simpson will be reimbursed for any necessary and reasonable expense
incurred by Simpson in performing the services requested of her by the
Company during the term of employment. At least monthly, Simpson will
submit such records and paid bills supporting the amount of the expenses
incurred and to be reimbursed as the Company shall reasonably require.
Company will pay and/or withhold for FICA, income and other employee
taxes on compensation payable to Simpson hereunder as required by law.
4. VACATION. Simpson shall be entitled to four (4) weeks of vacation during
each Contract Year for the term of employment hereunder.
5. TERMINATION. Simpson's employment by the Company hereunder shall be
terminated upon the occurrence of any of the following events:
A. If the Company and Simpson mutually agree to terminate the employment;
B. Upon the disability of Simpson. "Disability" for these purposes shall
mean Simpson's inability through physical or mental illness or other
cause to perform any of the material duties assigned to her by the
Company for a period of one hundred and eighty (180) days or more
within any twelve consecutive calendar months. Simpson will be paid
during any sickness or disability period;
C. By either party in the event of a material breach by the other party
of any of that other party's obligations under this Agreement;
D. By Company, if Simpson is convicted of a felony or engages in conduct
or activity that has, or in the Company's reasonably held belief, will
have a material adverse effect upon Company's business or future
prospects;
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E. Upon Simpson's death.
Upon termination of Simpson's employment, Simpson shall be
entitled to receive only the compensation accrued but unpaid for the
period of employment prior to the date of such termination and shall
not be entitled to additional compensation except as follows:
(1) If Simpson's employment is terminated by reason of her death
or disability during the Contract Term, the Employer will
pay Simpson (or the personal representatives of her estate,
in the event of her death) as a death or disability benefit,
an amount equal to the Annul Base Salary payable hereunder
for the Contract Year within which such termination occurs.
Such amount shall be paid in 12 equal monthly installments,
with the first installment payable on the last day of the
first calendar month following the calendar month in which
Simpson's employment is terminated;
(2) If Employer materially breaches this Agreement and this
Agreement is terminated or rescinded by Simpson, in addition
to the compensation due Simpson under Section 3 hereinabove,
Employer shall pay Simpson as additional compensation an
amount equal to the Annual Base Salary payable hereunder in
the Contract Year within which Simpson's employment is
terminated. Such amount shall be paid in twelve (12) equal
monthly installments on the first of each month beginning
the first day of the first month after Simpson shall
terminate or rescind this Agreement in writing;
(3) If the Simpson's employment is not terminated prior to the
end of the Contract Term and if Simpson offers to extend the
term of her employment by the Employer beyond the Contract
Term for one year or more upon substantially the same terms
as the last Contract Year of the Contract Term but the
Employer elects not to continue Simpson's employment, the
Employer shall pay Simpson as a severance benefit an amount
equal to the greater of (i) $125,000.00 or (ii) one half
(1/2) of the Annual Base Salary payable to her for the last
Contract Year of the Contract Term.
6. COVENANT AGAINST COMPETITION AND NON-DISCLOSURE.
A. Covenant Against Competition. Simpson covenants and agrees that during
Simpson's employment and for a period of one year after she ceases to
be employed by Company, Simpson shall not, directly or indirectly, as
an employee, employer, shareholder, proprietor, partner, principal,
agent, consultant, advisor, director, officer, or in any other
capacity, engage in the development or operation of a retail shopping
facility within a radius of one hundred (100) miles of any retail
shopping facility owned or operated by the Company at any time during
Simpson's employment hereunder or in any state in which the Company
owns or operates a retail shopping facility or within a radius of one
hundred (100) miles of any site for which Company has made an offer to
purchase for the development of a retail shopping facility by the
Company prior to the date of the termination of Simpson's employment.
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B. Disclosure of Information. Simpson acknowledges that in and as a
result of her employment hereunder, she will be making use of,
acquiring and/or adding to confidential information of a special and
unique nature and value relating to such matters as financial
information, terms of leases, terms of financing, financial condition
of tenants and potential tenants, sales and rental income of shopping
centers and other specifics about Company's development, financing,
construction and operation of retail shopping facilities. Simpson
covenants and agrees that she shall not, at any time during or
following the term of her employment, directly or indirectly, divulge
or disclose for any purpose whatsoever any such confidential
information that has been obtained by, or disclosed to, her as a
result of her employment by Company.
C. Reasonableness of Restrictions.
1. Simpson has carefully read and considered the foregoing provision
of this Item, and, having done so, agrees that the restrictions
set forth in these paragraphs, including but not limited to the
time period of restriction set forth in the covenant against
competition are fair and reasonable and are reasonably required
for the protection of the interests of Company and its officers,
directors and other employees.
2. In the event that, notwithstanding the foregoing, any of the
provisions of this Item shall be held invalid or unenforceable,
the remaining provisions thereof shall nevertheless continue to
be valid and enforceable as though the invalid or unenforceable
parts had not been included herein. In the event that any
provision of this Item relating to the time period and/or the
areas of restriction shall be declared by a court of competent
jurisdiction to exceed the maximum time period or areas such
court deems reasonable and enforceable, the time period and/or
areas of restriction deemed reasonable and enforceable by the
court shall become and thereafter be the maximum time period
and/or areas.
D. Consideration. The covenants against competition and non-disclosure by
Simpson in this Item are made in consideration of the Company's
agreement to employ Simpson upon the terms and conditions set forth
herein. Such covenants against competition and of non-disclosure by
Simpson in this Item constitute the material inducement to Company to
enter into this Agreement, to make confidential information developed
by Company available to Simpson and to pay the salary and bonuses
provided for Simpson herein.
E. Company's Remedies. Simpson covenants and agrees that if she shall
violate any of her covenants or agreements contained in this Item 6,
then the Company shall, in addition to any other rights and remedies
available to it at law or in equity, have the following rights and
remedies against Simpson:
1. The Company shall be relieved of any further obligation to
Simpson under the terms of this agreement; and
2. The Company shall be entitled to an accounting and repayment of
all profits, compensation, commissions, remunerations or other
benefits that Simpson, directly or indirectly, has realized
and/or may realize as a result of, growing out of or in
connection with, any such violation.
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The foregoing rights and remedies of the Company shall be cumulative and
the election by the Company to exercise any one or more of them shall not
preclude the Company's exercise of any other rights described above or otherwise
available under applicable principals of law or equity.
7. NOTICES.
Any notice required or permitted to be given pursuant to this Agreement
shall be hand delivered or sent by certified mail, return receipt requested, to
the address of the party to whom it is directed as set forth below:
Company: Tanger Properties Limited Partnership
c/o Stanley K. Tanger
P.O. Box 10889
Greensboro, N.C. 27404
Simpson: Rochelle Simpson
4800 Archwood Drive
Greensboro, N.C. 27406
IN WITNESS WHEREOF, the parties have executed or caused this Agreement to
be executed as of the day and year first above written.
Company:
TANGER PROPERTIES LIMITED PARTNERSHIP, a
North Carolina Limited Partnership
By: TANGER GP TRUST, its sole General Partner
By: ____________________________________
Stanley K. Tanger, Chief Executive Officer
and Chairman of the Board
_______________________________ (SEAL)
ROCHELLE SIMPSON
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