AMENDMENT TO MARCH 24, 2005 RESTRICTED SHARE AGREEMENT
EXHIBIT
10.18A
AMENDMENT
TO MARCH 24, 2005 RESTRICTED SHARE AGREEMENT
THIS AMENDMENT TO MARCH 24, 2005
RESTRICTED SHARE AGREEMENT (the “Amendment”) is entered into and made effective
as of February 20, 2007 between TANGER FACTORY OUTLET CENTERS,
INC., a corporation organized under the laws of the State of North
Carolina (the “Company”), TANGER PROPERTIES LIMITED
PARTNERSHIP, a Limited Partnership organized under the laws of the State
of North Carolina (the “Employer”) and «Restricted_Share_Holder_Name»,
(the “Restricted Shareholder”).
WHEREAS, the Company and the Restricted
Shareholder entered into Restricted Share Agreement dated March 24, 2005 ( the
“Original Restricted Share Agreement”)
WHEREAS, the Share and Unit Option
Committee of the Company’s Board of Directors has authority for administrative
matters with respect to the Company’s Incentive Award Plan (the
“Plan”);
WHEREAS, the Committee has authorized
the amendment to the Original Restricted Share Agreement to make it clear that
Restricted Shares will vest upon a Restricted Shareholder’s Termination of
Employment by reason of the Restricted Shareholder’s death.
NOW THEREFORE, in consideration of the
foregoing recitals, the mutual covenants contained herein and other good and
valuable consideration, the Company and the Restricted Shareholder agree as
follows:
1. Section
2.1 of the Original Restricted Share Agreement shall be amended to read as
follows:
“Section 2.1 – Forfeiture of Restricted
Shares
Immediately upon the Restricted
Shareholder’s Termination of Employment, the Restricted Shareholder shall
forfeit any and all Restricted Shares then subject to Restrictions and the
Restricted Shareholder’s rights in any Restricted Shares then subject to
Restrictions shall lapse; provided, however, no such
forfeiture shall exist in the event of Restricted Shareholder’s Termination of
Employment:
(a) by
Employer other than for Cause;
(b)
by the Restricted Shareholder for Good Reason; or
(c) because
of Restricted Shareholder’s death or Disability;
For purposes of this Agreement, the
term “Restrictions” shall mean the exposure to forfeiture set forth in this
Section 2.1 and the restrictions on sale or other transfer set forth in Sections
2.4 and 2.5 and the terms “Cause, “Good Reason” and “Disability” shall have the
same meanings as those terms may have in any
employment
contract between Restricted Shareholder and Employer or, if there is no such
employment contract or the terms are not expressly defined in an employment
contract, such terms shall have the following meanings:
(1) A
Restricted Shareholder’s employment shall be deemed terminated for “Cause” if
terminated because the Restricted Shareholder (i) causes material
harm to Employer through a material act of dishonesty in the performance of
his/her duties, (ii) is convicted of a felony involving moral turpitude, fraud
or embezzlement, or (iii) willfully fails to perform the material duties of
his/her employment (other than failure due to Disability).
(2) A
Restricted Shareholder shall be deemed to have “Good Reason” to terminate
his/her employment in the event of Employer’s material breach of the terms of
the Restricted Shareholder’s employment
(3) A
Restricted Shareholder’s “Disability” shall mean his/her inability through
physical or mental illness or other cause to perform any of the material duties
assigned to him/her by Employer for a period of ninety (90) days or more within
any twelve consecutive calendar months.”
2. Sub-paragraph
(c) of Section 2.3 of each Original Restricted Share Agreement shall be amended
to read as follows:
“(c) Restrictions
shall lapse with respect to any remaining Restricted Shares upon Restricted
Shareholder’s Termination of Employment (i) by Employer other than for Cause,
(ii) by Restricted Shareholder for Good Reason, or (iii) because of Restricted
Shareholder’s death or Disability.”
3. The
Original Restricted Share Agreement as hereby amended shall continue and remain
in full force and effect in accordance with its terms.
[SIGNATURES TO APPEAR ON FOLLOWING
PAGES]
IN WITNESS WHEREOF, this Amendment to
March 24, 2005 Restricted Share Agreement has been executed and delivered by the
parties hereto.
TANGER FACTORY OUTLET CENTERS,
INC.,
a
corporation organized under the laws of North Carolina
By:_____________________________________
Print
Name:______________________________
Print
Title:_______________________________
TANGER PROPERTIES LIMITED
PARTNERSHIP, a
North Carolina Limited
Partnership
By: TANGER GP TRUST, its
sole General Partner
By:____________________________________
Print
Name:_____________________________
Print
Title:______________________________
RESTRICTED
SHAREHOLDER
______________________________________
«Restricted_Share_Holder_Name»
Address:
_________________________________
_________________________________
Taxpayer
Identification Number: _______________
