AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is executed and made effective as of
January 1, 1999 between TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina
Limited Partnership, whose address is P.O. Box 29168, Greensboro, N.C. 27408
(the "Company") and ROCHELLE SIMPSON, a resident of North Carolina, whose
address is 4800 Archwood Drive, Greensboro, North Carolina 27406 (the
"Simpson").
RECITALS
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A. The Company and Simpson entered into an employment agreement dated
February 28, 1994 and amended and restated as of January 1, 1996.
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 Senior Vice-President 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, 1999 and shall end December 31, 2001 (the "Contract Term") unless
sooner terminated as herein provided. The twelve calendar month period beginning
on January 1, 1999 and ending December 31, 1999 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.
3. COMPENSATION. For each Contract Year beginning on or after January 1, 1999,
Company will pay Simpson for services performed pursuant to this Agreement an
"Annual Base Salary" as follows:
CONTRACT YEAR ANNUAL BASE SALARY
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1999 $200,000.00
2000 $210,000.00
2001 $220,000.00
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.
If 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
Company 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 Company elects
not to continue Simpson's employment, the Company 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.
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
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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;
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
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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.
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.
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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.
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 29168
Greensboro, N.C. 27402
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 FACTORY OUTLET CENTERS, INC.,
it's sole general partner
By: _________________________________
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STANLEY K. TANGER
Chairman of the Board
Chief Executive Officer
_______________________________ (SEAL)
ROCHELLE SIMPSON
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