AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into and made
effective as of January 1, 2004 by and among TANGER PROPERTIES LIMITED
PARTNERSHIP (the "Partnership"), a North Carolina limited partnership, TANGER
FACTORY OUTLET CENTERS, INC. (the "Company"), a North Carolina corporation and
STANLEY K. TANGER (the "Executive").
RECITALS:
A. The Executive is the Chief Executive Officer of the Partnership, an
officer of the Company and Chairman of the Board of Directors of the Company
under the terms of an Amended and Restated Employment Agreement dated as of
January 1, 1998 between the Executive, the Partnership and the Company (the
"Existing Employment Contract"). The term of the Existing Employment Contract
has been extended by its terms to end on December 31, 2006.
B. The Company, the Partnership and the Executive intend to modify and
amend the Existing Employment Contract and to extend its term as provided
herein.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below the parties hereto agree as follows:
1. Certain Definitions.
(a) "Annual Base Salary" is defined in Section 7(a).
(b) "Annual Bonus" is defined in Section 7(d).
(c) "Benefits" is defined in Section 7(b)(iii).
(d) "Cause" For purposes of this Agreement, the Partnership or the Company
shall have "Cause" to terminate the Executive's employment hereunder
upon (i) the Executive causing material harm to the Company through a
material act of dishonesty in the performance of his duties hereunder,
(ii) his conviction of a felony involving moral turpitude, fraud or
embezzlement, or (iii) his willful failure to perform his material
duties under this Agreement (other than a failure due to disability)
after written notice specifying the failure and a reasonable
opportunity to cure (it being understood that if his failure to
perform is not of a type requiring a single action to cure fully, that
he may commence the cure promptly after such written notice and
thereafter diligently prosecute such cure to completion).
(e) "Change of Control" shall mean (A) the sale, lease, exchange or other
transfer (other than pursuant to internal reorganization) by the
Company or the Partnership of more than 50% of its assets to a single
purchaser or to a group of associated purchasers; (B) a merger,
consolidation or similar transaction in which the Company or the
Partnership does not survive as an independent, publicly owned
corporation or the Company ceases to be the sole general partner of
the Partnership; or (C) the acquisition of securities of the Company
or the Partnership in one or a related series of transactions (other
than pursuant to an internal reorganization) by a single purchaser or
a group of associated purchasers (other than the Executive or any of
his lineal descendants, lineal ancestors or siblings) which results in
their ownership of twenty-five (25%) percent or more of the number of
Common Shares of the Company (treating any Partnership Units or
Preferred Shares acquired by such purchaser or purchasers as if they
had been converted to Common Shares) that would be outstanding if all
of the Partnership Units and Preferred Shares were converted into
Common Shares; (D) a merger involving the Company if, immediately
following the merger, the holders of the Company's shares immediately
prior to the merger own less than fifty (50%) of the surviving
company's outstanding shares having unlimited voting rights or less
than fifty percent (50%) of the value of all of the surviving
company's outstanding shares; or (E) a majority of the members of the
Company's Board of Directors are replaced during any twelve month
period by directors whose appointment or election is not endorsed by a
majority of the members of the Board prior to the date of the
appointment or election.
(f) "Disability" shall mean the absence of the Executive from the
Executive's duties to the Partnership and/or the Company on a
full-time basis for a total of 16 consecutive weeks during any 12
month period as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician
selected by the Partnership or the Company and acceptable to the
Executive or the Executive's legal representative (such agreement as
to acceptability not to be withheld unreasonably).
(g) A "Contract Year" shall be a calendar year.
(h) "Good Reason" The Executive shall have Good Reason to terminate his
employment upon the occurrence of any of the following events:
(1) any material adverse change in his job titles, duties,
responsibilities, perquisites granted hereunder, or authority without
his consent;
(2) if, after a Change of Control, either (i) the principal duties of
the Executive are required to be performed at a location other than the
Greensboro, North Carolina metropolitan area without his consent or
(ii) the Executive no longer reports directly to the Board of
Directors;
(3) the relocation of the Company and/or the Partnership headquarters
outside of the Greensboro, North Carolina metropolitan area without his
consent;
(4) a material breach of this Employment Agreement by the Partnership
or Company, including without limitation, the failure to pay
compensation or benefits when due hereunder if such failure is not
cured within 30 days after delivery to the Company and the Partnership
of the Executive's written demand for payment thereof;
(5) if the Executive elects to terminate his employment by written
notice to the Company and the Partnership within the 180 day period
following a Change of Control; or
(6) if the Executive is removed, or is not re-elected as a Director of
the Company.
(i) "Contract Term" is defined in Section 2(b).
2. Employment.
(a) The Partnership and the Company shall continue to employ
the Executive and the Executive shall remain in the employ of the Partnership
and the Company during the Contract Term (as defined in this Section 2) in the
positions set forth in Section 3 and upon the other terms and conditions herein
provided, unless the Executive's employment is terminated earlier as provided in
Section 8 hereof.
(b) The initial Contract Term of this Amended and Restated
Employment Agreement shall begin as of January 1, 2004 (the "Commencement Date")
and shall end on December 31, 2006 (the "Initial Contract Term"). On January 1,
2005 and on the first day of January of each calendar year thereafter (an
"Extension Date"), the Contract Term shall be automatically extended by one year
unless (i) the Executive's employment has been earlier terminated as provided in
Section 8 or (ii) either the Partnership or the Company gives written notice to
the Executive one hundred eighty (180) days prior to the Extension Date that the
Contract Term shall not be automatically extended. For purposes of illustration,
if the Executive's employment has not been terminated as provided in Section 8
and if neither the Company nor the Partnership has given written notice to the
Executive at least 180 days prior to January 1, 2005 that the Contract Term will
not be extended, on January 1, 2005, the Contract Term will be extended to and
including December 31, 2007.
If the Contract Term is extended as provided herein, the Executive's employment
may be terminated (other than upon expiration) only as provided in Section 8.
References herein to the "Contract Term"shall refer to the Initial Contract Term
as extended pursuant to this Section 2.
3. Position and Duties. During the Executive's employment hereunder, he shall
serve as:
(a) an executive employee of the Partnership and shall have such
duties, functions, responsibilities and authority as are consistent
with the Executive's position,
(b) the Chief Executive Officer and Chairman of the Board of Directors
of the Company and shall have such duties, functions, responsibilities
and authority as are consistent with the Executive's position as the
senior executive officer in charge of the general management, business
and affairs of the Company (and the Partnership, through the Company's
capacity as general partner of the Partnership), and
(c) if elected or appointed thereto, as a Director and Chairman of the
Board of directors of the Company.
The Executive's position, duties and responsibilities may not be
changed and the Executive's Annual Base Salary may not be reduced during his
employment hereunder.
4. Competition.
(a) The Executive shall be permanently prohibited from engaging in
Competition (as defined in subsection 4(b) below) with the
Partnership or the Company.
(b) The term "Competition" for purposes of this Agreement shall mean
the engagement outside the Partnership and the Company
(1) in any material commercial real estate activities, with the
exception of
(i) the development or ownership of properties (or
replacement properties) which were owned collectively
or individually by the Executive, by members of his
family or by any entity in which any of them owned an
interest or which was for the benefit of any of them
prior to June 30, 1993 (including the three factory
outlet centers in which the Executive is a 50% partner,
the shopping center on West Market Street in
Greensboro, North Carolina (such four properties
defined herein as the "Excluded Properties") and the
interests of the Tanger Family Limited Partnership),
(ii) the direct or indirect passive investment in commercial
real estate, and
(iii)service on the board of directors of any publicly
traded company, whether or not such company engages in
Competition as defined in this subsection 4(b);
provided however that,
(2) "Competition" shall include management, development or
construction of any factory outlet centers or competing
retail commercial property or any other active or passive
investment in property connected with a factory outlet
center or a competing retail commercial property, with the
exception of
(i) the activities permitted in subparagraph 4(b)(i)(A)
with respect to the Excluded Properties,
(ii) the ownership of up to 1 % of any class of securities
of any publicly traded company, and
(iii) the employment under this Agreement.
(c) The Executive covenants that a breach of subsection 4 (a) above
would immediately and irreparably harm the Partnership and the
Company and that a remedy at law would be inadequate to
compensate the Partnership and the Company for their losses by
reason of such breach and therefore that the Partnership and/or
the Company shall, in addition to any other rights and remedies
available under this Agreement, at law or otherwise, be entitled
to an injunction to be issued by any court of competent
jurisdiction enjoining and restraining the Executive from
committing any violation of subsection 4(a) above, and the
Executive hereby consents to the issuance of such injunction.
5. Registration Rights. The Executive shall have registration rights pursuant to
the Registration Rights Agreement attached hereto as Exhibit A.
6. Place of Performance. During his employment hereunder, the Executive shall be
based at the Partnership's principal executive offices and the Company's
principal executive offices located in Greensboro, North Carolina.
7. Compensation and Related Matters. During the Executive's employment
hereunder, the Executive shall be paid the compensation and shall be provided
with the benefits described below:
(a) Annual Base Salary. The Executive's annual base compensation ("Annual
Base Salary") payable with respect to the Contract Year ending December 31, 2004
shall be $470,000. The amount of Annual Base Salary payable to the Executive
with respect to each Contract Year thereafter shall be an amount negotiated
between and agreed upon by the Executive and the Board of Directors of the
Company (in its capacity as general partner and in its own behalf) but in no
event less than the Executive's Annual Base Salary for the prior Contract Year.
(b) Benefits. The Executive shall be entitled to
(1) receive stock options (incentive or nonqualified) under the
Company's Stock Option Plan and the Partnership's Unit Option Plan;
(2) participate in the Partnership's 401(k) Savings Plan, and
(3) participate in or receive benefits under any employee benefit plan
or other arrangement made available by the Partnership or the Company
to any of its employees (collectively "Benefits"),on terms at least as
favorable as those on which any other employee of the Partnership or
the Company shall participate; provided, however, that the Executive
shall be entitled to four weeks of paid vacation during each Contract
Year, exclusive of Partnership holidays.
Without the Executive's prior written consent, the Company and/or
the Partnership will not terminate or reduce any benefits paid to the
Executive under this Section 7(b) unless the Executive is furnished
with a benefit that is substantially equivalent.
(c) Automobile. In addition to the other compensation and benefits
described in this Section 7, the Executive shall be entitled to receive a
monthly automobile allowance of $800, payable at the same times Base Salary is
payable hereunder. The Executive may apply such allowance in any manner, and
shall be entitled to retain any portion of such allowance not applied towards
his automobile expense. The Executive shall be responsible for all automobile
costs and expenses in excess of the allowance provided hereunder.
(d) Annual Bonus. As additional compensation for services rendered, the
Executive shall receive such bonus or bonuses as the Company's Compensation
Committee may from time to time approve including without limitations awards
under the Company's Incentive Award Plan.
(e) Expenses. The Partnership and the Company shall promptly reimburse the
Executive for all reasonable travel and other business expenses incurred by the
Executive in the performance of his duties to the Partnership and the Company,
respectively, hereunder.
(f) Payment of Compensation. For each Contract Year or portion thereof
covered by this Agreement, the Company shall be liable for the percentage
described below (the "Company Percentage") of the cost of the Executive's Annual
Base Salary, and for any awards granted by the Company to the Executive pursuant
to the Incentive Award Plan of the Company and the Partnership (the "Incentive
Award Plan"), and the Partnership shall be liable for the remainder of the cost
of the Executive's total compensation (including any awards granted by the
Partnership pursuant to the Incentive Award Plan).
The Company Percentage for each Contract Year shall be determined by the Board
of Directors of the Company (in its capacity as sole owner of the general
partner and in its own behalf), excluding the Executive, as the reasonable
allocation of the benefits for the Executive's services.
8. Termination. The Executive's employment hereunder may be terminated prior to
the end of the Contract Term by the Partnership, the Company or the Executive,
as applicable, without any breach of this Agreement only under the following
circumstances:
(a) Death. The Executive's employment hereunder shall terminate upon his
death.
(b) Disability. If the Disability of the Executive has occurred during the
Contract Term, the Partnership or the Company, respectively, may give the
Executive written notice in accordance with Section 15(c) of its intention to
terminate the Executive's employment. In such event, the Executive's employment
with the Partnership and the Company shall terminate effective on the 30th day
after receipt of such notice by the Executive, provided that within the 30 days
after such receipt, the Executive shall not have returned to full-time
performance of his duties.
(c) Cause. The Partnership or the Company may terminate the Executive's
employment hereunder for Cause.
(d) Good Reason. The Executive may terminate his employment for Good
Reason.
(e) Without Cause. The Partnership or the Company may terminate the
Executive's employment hereunder without Cause upon 30 days notice.
(f) Resignation without Good Reason. The Executive may resign his
employment without Good Reason upon 90 days written notice to the Partnership
and the Company.
(g) Notice of Termination. Any termination of the Executive's employment
hereunder by the Partnership, the Company or the Executive (other than by reason
of the Executive's death) shall be communicated by a notice of termination to
the other parties hereto. For purposes of this Agreement, a "notice of
termination" shall mean a written notice which (i) indicates the specific
termination provision in the Agreement relied upon, (ii) sets forth in
reasonable detail any facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision indicated and
(iii) specifies the effective date of the termination.
9. Severance Benefits.
(a) Termination without Cause or for Good Reason: If the Executive's
employment shall be terminated (i) by the Company or the Partnership other than
for Cause (as defined above) or (ii) by the Executive for Good Reason (as
defined above), the Partnership and the Company shall pay a lump sum cash
payment (the "Severance Payment") to the Executive within thirty (30) days after
such termination of the Executive's employment in an amount equal to 300% of the
sum of (A) his Annual Base Salary, (B) his Deemed Annual Bonus for the Contract
Year in which the termination occurs and (C) his annual automobile allowance
under Section 7(c) hereof. In addition, the Partnership and the Company shall
continue to provide all Benefits to the Executive under this Agreement for each
Contract Year through the end of the Contract Term. For these purposes, the
Executive's Deemed Annual Bonus for any Contract Year shall be the greater of
(i)the Executive's Average Annual Bonus for that Contract Year and (ii)
Executive's Annual Bonus for the prior Contract Year. The Executive's Average
Annual Bonus for a Contract Year shall be an amount equal to the sum of all
Annual Bonuses earned by the Executive for the Contract Years immediately
preceding the Contract Year for which the calculation is being made (not
exceeding three (3) Contract Years) divided by the number of such Annual
Bonuses. In calculating the Executive's Annual Bonus or Average Annual Bonus for
a Contract Year, the amount of any share-based award under the Incentive Award
Plan that the Executive is required to recognize as income for federal income
tax purposes in a Contract Year shall be included as part of the Executive's
Annual Bonus for that Contract Year.
(b) Termination by Death or Disability. Upon the termination of the
Executive's employment by reason of his death or Disability, the Company shall
pay to the Executive or to the personal representatives of his estate (i) within
thirty (30) days after the termination, a lump-sum amount equal to the amount of
Annual Base Salary that would have been due through the end of the Contract Term
assuming no early termination had occurred and assuming no increases or
decreases in Annual Base Salary and (ii) on or before the day on which the
Executive's Annual Bonus for the Contract Year in which the termination occurs
would have been payable if the termination had not occurred, an amount equal to
the Annual Bonus the Executive would have received for that Contract Year if the
termination had not occurred multiplied by a fraction the numerator of which is
the number of days in that Contract Year before the date of termination and the
denominator of which is 365. This subsection 9(b) shall not limit the
entitlement of the Executive, his estate or beneficiaries to any disability or
other benefits then available to the Executive under any life, disability
insurance or other benefit plan or policy which is maintained by the Partnership
or the Company for the Executive's benefit.
(c) Termination for Cause or Without Good Reason. If the Executive's
employment is terminated by the Company for Cause or by the Executive without
Good Reason, the Executive shall be entitled to all Annual Base Salary and all
Benefits accrued through the date of termination and to any accrued but unpaid
Annual Bonus for a Contract Year prior to the Contract Year in which the
Executive's employment was terminated.
(d) Assignment of Life Insurance. Upon any termination of the Executive's
employment hereunder, the Partnership and the Company shall, at Executive's
option (exercisable at any time during the period commencing upon the
termination of his employment and ending 90 days thereafter), transfer the life
insurance policy described in such Section 11(b) to Executive, for no
consideration. In addition, notwithstanding any provision of the Partnership's
Executive Deferred Compensation Plan to the contrary, all amounts in the
Executive's account under such Plan(if there is such a Plan) shall be
immediately payable to him.
(e) Survival. Neither the termination of the Executive's employment
hereunder nor the expiration of the Contract Term shall impair the rights or
obligations of any party hereto which shall have accrued hereunder prior to such
termination or expiration.
(f) Mitigation of Damages. In the event of any termination of the
Executive's employment by the Partnership or the Company, the Executive shall
not be required to seek other employment to mitigate damages, and any income
earned by the Executive from other employment or self-employment shall not be
offset against any obligations of the Partnership or the Company to the
Executive under this Agreement.
10. Limitation on Severance Benefits.
(a) Notwithstanding any other provision of this Agreement, and except as
provided in paragraph 10(b) below, payments and benefits to which Executive
would otherwise be entitled under the provisions of this Agreement will be
reduced (or the Executive shall make reimbursement of amounts previously paid)
to the extent necessary to prevent the Executive from having any liability for
the federal excise tax levied on certain "excess parachute payments" under
section 4999 of the Internal Revenue Code as it exists as of the date of this
Agreement.
(b) The Executive may determine the amount (if any) of reduction for each
payment or benefit that he would otherwise be entitled to receive. The extent to
which the payments or benefits to the Executive are to be reduced pursuant to
paragraph 10(a) will be determined by the accounting firm servicing the Company
on the date that the Executive's employment is terminated. The Company shall pay
the cost of such determination.
(c) If the final determination of any reduction in any benefit or payment
pursuant to this Section has not been made at the time that the Executive is
entitled to receive such benefit or payment, the Company shall pay or provide an
estimated amount based on a recommendation by the accounting firm making the
determination under subparagraph 10(b). When the final determination is made,
the Company shall pay the Executive any additional amounts that may be due or
the Executive shall reimburse the Company for any estimated amounts paid to the
Executive that were in excess of the amount payable hereunder.
11. Insurance.
(a) Officers and Directors Fiduciary Liability Insurance: During the
Executive's employment hereunder, the Company shall maintain, at its expense,
officers and directors fiduciary liability insurance that would cover the
Executive in an amount of no less than $3 million per year.
(b) Term Life Insurance or Other Employee Benefit: During the Executive's
employment hereunder, the Company shall maintain in force a term life insurance
policy on the Executive or shall provide Executive with another employee benefit
selected by the Executive at an annual cost to the Company of no more than
$17,150. if the Executive's employment is terminated prior to the expiration of
the Contract Term (other than by reason of the Executive's death, a termination
by the Company for Cause or a termination by the Executive without Good Reason),
the Company shall pay, prior to the expiration of the ninety (90) period
described in the preceding sentence, either to the Executive or, on behalf of
the Executive, to the issuer(s) of such life insurance policy(ies) (if any), an
amount sufficient to pay the premiums to maintain such policy(ies) in force for
the remainder of the Contract Term but in no event more than $17,150 each
Contract Year.
The Company shall be liable for the Company Percentage (as described in
Section7(f)) of the annual premium for any such term life insurance policy and
the Partnership shall be liable for the remainder of such premium. The
beneficiary of any such insurance shall be designated, from time to time, by the
Executive in his sole and absolute discretion.
12. Disputes and Indemnification.
(a) Any dispute or controversy arising under, out of, in connection with or
in relation to this Agreement shall, at the election and upon written demand of
any party to this Agreement, be finally determined and settled by arbitration in
the City of Greensboro, North Carolina in accordance with the rules and
procedures of the American Arbitration Association, and judgment upon the award
may be entered in any court having jurisdiction thereof.
(b) The Partnership and/or the Company shall promptly pay pursuant to
Section 7(e) as incurred, to the full extent permitted by law, all legal fees
and expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Partnership, the Company, the
Executive or others of the validity or enforceability of, or liability under,
any provision of this Agreement.
(c) The Company and the Partnership agree that if the Executive is made a
party, or is threatened to be made a party, to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that he is or was a director, officer or employee of the
Company or the Partnership or is or was serving at the request of the Company or
the Partnership as a director, officer, member, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether or not the basis of such
Proceeding is the Executive's alleged action in an official capacity while
serving as a director, officer, member, employee or agent, the Executiveshall be
indemnified and held harmless by the Company and the Partnership to the fullest
extent legally permitted, against all cost, expense, liability and loss
(including, without limitation, attorney's fees, judgements, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Executive in connection therewith, and such
indemnification shall continue as to the Executive even if he has ceased to be a
director, officer, member, employee or agent of the Company or the Partnership
or other entity and shall inure to thebenefit of Executive's heirs, executors
and administrators. The Company and/or the Partnership shall advance to the
Executive all reasonable costs and expenses incurred by him in connection witha
Proceeding within 20 days after receipt by them of a written request for such
advance. Such request shall include an undertaking by the Executive to repay the
amount of such advance, withoutinterest, if it shall ultimately be determined
that he is not entitled to be indemnified against such costs and expenses.
13. Binding on Successors. This Agreement shall be binding upon and inure to the
benefit of the Partnership, the Company, the Executive and their respective
successors, assigns, personal and legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees, as applicable.
14. Governing Law. This Agreement is being made and executed in and is intended
to be perfol sued in the State of North Carolina, and shall be governed,
construed, interpreted and enforced in accordance with the substantive laws of
the State of North Carolina without any reference to principles of conflicts or
choice of law under which the law of any other jurisdiction would apply.
15. Validity. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
16. Notices. Any notice, request, claim, demand, document and other
communication hereunder to any party shall be effective upon receipt (or refusal
of receipt) and shall be in writing and delivered personally or sent by telex,
telecopy, or certified or registered mail, postage prepaid, as follows:
If to the Partnership, to:
Ms. Rochelle Simpson
Tanger Properties Limited Partnership
P.O. Box 10889
3200 Northline Avenue, Suite 360
Greensboro, NC 27404
If to the Company, to:
Ms. Rochelle Simpson
Tanger Factory Outlets Centers, Inc.
P.O. Box 10889
3200 Northline Avenue, Suite 360
Greensboro, NC 27404
If to the Executive, to:
Mr. Stanley K. Tanger
P.O. Box 10889
3200 Northline Avenue, Suite 360
Greensboro, NC 27404
or at any other address as any party shall have specified by notice in writing
to the other parties.
17. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original, but all of which together will
constitute one and the same Agreement.
18. Entire Agreement. The terms of this Agreement are intended by the parties to
be the final expression of their agreement with respect to the employment of the
Executive by the Partnership and the Company and may not be contradicted by
evidence of any prior or contemporaneous agreement. The parties further intend
that this Agreement shall constitute the complete and exclusive statement of its
terns and that no extrinsic evidence whatsoever may be introduced in any
judicial, administrative, or other legal proceeding to vary the terms of this
Agreement.
19. Amendments: Waivers. This Agreement may not be modified, amended, or
terminated except by an instrument in writing, signed by the Executive, a member
of the Partnership and a disinterested director of the Company. By an instrument
in writing similarly executed, the Executive or the Company and the Partnership
may waive compliance by the other party or parties with any provision of this
Agreement that such other party was or is obligated to comply with or perform,
provided, however, that such waiver shall not operate as a waiver of , or
estoppel with respect to, any other or subsequent failure. No failure to
exercise and no delay in exercising any right, remedy, or power hereunder
preclude any other or further exercise of any other right, remedy, or power
provided herein or by law or in equity.
20. No Effect on Other Contractual Rights. Notwithstanding Section 8, the
provisions of this Agreement, and any other payment provided for hereunder,
shall not reduce any amounts otherwise payable to the Executive under any other
agreement between the Executive and the Partnership and the Company, or in any
way diminish the Executive's rights under any employee benefit plan, program or
arrangement of the Partnership or the Company to which he may be entitled as an
employee of the Partnership or the Company.
21. No Inconsistent Actions. The parties hereto shall not voluntarily undertake
or fail to undertake any action or course of action inconsistent with the
provisions or essential intent of this Agreement. Furthermore, it is the intent
of the parties hereto to act in a fair and reasonable manner with respect to the
interpretation and application of the provisions of this Agreement.
22. Legal Fees. The Company and/or the Partnership agree to pay all legal fees
and expenses incurred by the Executive in negotiating this Agreement promptly
upon receipt of appropriate statements therefor.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
EXECUTIVE
------------------------------------------------
Stanley K. Tanger
TANGER FACTORY OUTLET CENTERS, INC.,
a North Carolina Corporation
By:
----------------------------------------------
ROCHELLE SIMPSON, Executive Vice President
TANGER PROPERTIES LIMITED PARTNERSHIP
a North Carolina Limited Partnership
By: TANGER GP TRUST, its sole General Partner
By:
----------------------------------------------
ROCHELLE SIMPSON, Executive Vice President
The Partnership and the Company hereby jointly and severally guarantee to the
Executive the prompt payment in full of the compensation owed hereunder by the
other.
TANGER PROPERTIES LIMITED PARTNERSHIP
a North Carolina Limited Partnership
By: TANGER GP TRUST, its sole General Partner
By:
----------------------------------------------
ROCHELLE SIMPSON, Executive Vice President
TANGER FACTORY OUTLET CENTERS, INC.
a North Carolina corporation
By:
----------------------------------------------
ROCHELLE SIMPSON, Executive Vice President