Exhibit 10.7
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 X.X. Xxx 00000, Xxxxxxxxxx, X.X.
00000 (the "Company") and XXXXXXX XXXXX XXXXXX, XX., a resident of North
Carolina, whose address is 0000 Xxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxx Xxxxxxxx
00000 (the "Xxxxxx").
RECITALS
A. Company and Xxxxxx entered into an Employment Agreement dated March 7, 1990
which was amended and restated as of October 11, 1993, January 1, 1996 and
January 1, 1999.
B. The parties intend to modify, amend and restate their Agreement upon the
terms and conditions set forth 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 Xxxxxx during the term of this
Agreement. Xxxxxx agrees to devote substantial time and attention and his
best efforts to the business affairs of the Company. During the term of his
employment hereunder, Xxxxxx 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. Xxxxxx will serve as a Executive Vice President of the Company,
Leasing, Marketing, Operations, Real Estate and will perform duties
assigned to him by the Company in all phases of the Company's business.
Xxxxxx'x major responsibilities will include site selection for new
shopping centers to be developed and leasing space in new and existing
shopping centers as manufacturer's outlets. Xxxxxx will be directly
involved in the management of existing and new centers. Other
responsibilities will include assisting in the promotion, advertising and
marketing of all Company's shopping centers and the development of a good
communications program between Company and its tenants. Xxxxxx will be
required to engage in extensive travel and Xxxxxx will work out of
Company's Greensboro, North Carolina office.
2. TERM. The term of this Agreement as herein amended and restated shall begin
on January 1, 2002 and shall end on 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 during the Contract Term is sometimes herein
referred to as a "Contract Year".
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By mutual written agreement, the parties may extend the term of
employment for an additional period of three years (an "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. As compensation for Executive's services performed pursuant
to this Agreement, Company will pay Executive an "Annual Base Salary" of
$242,550.00 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 $242,550.00.
The Annual Base Salary shall be paid in equal installments in arrears in
accordance with Company's regular pay schedule.
The Company will provide Xxxxxx with any medical, disability or life
insurance benefits in accordance with any such plans provided by the
Company for other employees and for which Xxxxxx is eligible.
Xxxxxx will be reimbursed for any necessary and reasonable expense
incurred by Xxxxxx in performing the services requested of him by the
Company during the term of employment. At least monthly, Xxxxxx 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 Xxxxxx hereunder as required by law.
4. VACATION. Xxxxxx shall be entitled to four (4) weeks of vacation during
each Contract Year for the term of employment hereunder.
5. TERMINATION. Xxxxxx'x employment by the Company hereunder shall be
terminated upon the occurrence of any of the following events:
A. If the Company and Xxxxxx mutually agree to terminate the employment;
B. Upon the disability of Xxxxxx. "Disability" for these purposes shall
mean Xxxxxx'x inability through physical or mental illness or other
cause to perform any of the material duties assigned to him by the
Company for a period of one hundred and eighty (180) days or more
within any twelve consecutive calendar months. Xxxxxx 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;
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D. By Company, if Xxxxxx 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 Xxxxxx'x death.
Upon termination of Xxxxxx'x employment, Xxxxxx 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 Xxxxxx'x employment is terminated by reason of his death or
disability during the Contract Term, the Company will pay Xxxxxx
(or the personal representatives of his estate, in the event of
his 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 Xxxxxx'x employment is terminated;
(2) If Company materially breaches this Agreement and this Agreement
is terminated or rescinded by Xxxxxx, in addition to the
compensation due Xxxxxx under Section 3 hereinabove, Company
shall pay Xxxxxx as additional compensation an amount equal to
the Annual Base Salary payable hereunder in the Contract Year
within which Xxxxxx'x 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
Xxxxxx shall terminate or rescind this Agreement in writing;
(3) If Xxxxxx'x employment is not terminated prior to the end of the
Contract Term and if Xxxxxx offers to extend the term of his
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
Xxxxxx'x employment, the Company shall pay Xxxxxx as a xxxxxxxxx
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 him for the
last Contract Year of the Contract Term.
6. COVENANT AGAINST COMPETITION AND NON-DISCLOSURE.
A. Covenant Against Competition. Xxxxxx covenants and agrees that during
Xxxxxx'x employment and for a period of one year after he ceases to be
employed by Company, Xxxxxx 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
Xxxxxx'x employment hereunder or in any state in which the Company
owns or operates a retail shopping facility or within the 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 Xxxxxx'x
employment.
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B. Disclosure of Information. Xxxxxx acknowledges that in and as a result
of his employment hereunder, he 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. Xxxxxx covenants and
agrees that he shall not, at any time during or following the term of
his employment, directly or indirectly, divulge or disclose for any
purpose whatsoever any such confidential information that has been
obtained by, or disclosed to, him as a result of his employment by
Company.
C. Reasonableness of Restrictions.
1. Xxxxxx 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
Xxxxxx in this Item are made in consideration of the Company's
agreement to employ Xxxxxx upon the terms and conditions set forth
herein. Such covenants against competition and of non-disclosure by
Xxxxxx in this Item constitute the material inducement to Company to
enter into this Agreement, to make confidential information developed
by Company available to Xxxxxx and to pay the salary and bonuses
provided for Xxxxxx herein.
E. Company's Remedies. Xxxxxx covenants and agrees that if he shall
violate any of his covenants or agreements contained in this Item,
then 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 Xxxxxx:
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1. Company shall be relieved of any further obligation to Xxxxxx
under the terms of this agreement; and
2. Company shall be entitled to an accounting and repayment of all
profits, compensation, commissions, remunerations or other
benefits that Xxxxxx, 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 Xxxxxxx X. Xxxxxx
X.X. Xxx 00000
Xxxxxxxxxx, X.X. 00000
Xxxxxx: Xxxxxxx Xxxxx Xxxxxx, Xx.
0000 Xxxx Xxxxx Xxxxx
Xxx Xxxxx, Xxxxx Xxxxxxxx 00000
IN WITNESS WHEREOF, the parties have executed or caused this Agreement to
be executed as of the day and year first above written.
TANGER PROPERTIES LIMITED PARTNERSHIP, a
North Carolina Limited Partnership
By: TANGER GP TRUST, its sole General Partner
By: ____________________________________
Xxxxxxx X. Xxxxxx, Chief Executive Officer
and Chairman of the Board
____________________________________
XXXXXXX XXXXX XXXXXX, XX.
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