Exhibit 10.10
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT 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 XXXXX X. XXXXXXXXXXX, Xx, a resident of North
Carolina, whose address is 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000
("Xxxxxxxxxxx").
RECITALS
A. Company and Xxxxxxxxxxx entered into an employment agreement dated as of
January 1, 1996 which was amended and restated as of January 1, 1999 and
August 16, 1999.
B. The Parties intend to extend the term of Xxxxxxxxxxx'x employment and to
modify, amend and restate the Employment Agreement 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 Xxxxxxxxxxx during the term of this
Agreement. Xxxxxxxxxxx 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, Xxxxxxxxxxx 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.
The Company is engaged in the development and operation of retail
shopping centers. Xxxxxxxxxxx will serve as Senior Vice-president, Chief
Financial Officer of the Company and will perform such duties as are
assigned to him by the Company from time to time in all phases of the
Company's business. Xxxxxxxxxxx will report to a designated senior
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 2004 is sometimes herein referred to as a
"Contract Year".
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.
1
3. COMPENSATION.
3.1 Annual Base Salary. As compensation for Executive's services performed
pursuant to this Agreement, Employer will pay Executive 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 Employer'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. Company will pay and/or withhold for FICA, income and
other employee taxes on compensation payable to Xxxxxxxxxxx hereunder
as required by law.
3.2 Employee Benefits. Xxxxxxxxxxx shall participate in all employee
benefit plans (including plans providing medical, life and disability
insurance) which the Company makes available to its employees
generally and for which Xxxxxxxxxxx is eligible, as such Plans may be
in effect from time to time.
3.3 Expense Reimbursement. Xxxxxxxxxxx will be reimbursed for any
necessary and reasonable expense incurred by Xxxxxxxxxxx in performing
the services requested of him by the Company during the term of
employment. At least monthly, Xxxxxxxxxxx will submit such records and
paid bills supporting the amount of the expenses incurred and to be
reimbursed as the Company shall reasonably require.
3.4 Severance Pay If Term Not Extended. If Xxxxxxxxxxx'x employment is not
terminated prior to the end of the Contract Term and if Xxxxxxxxxxx
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 Xxxxxxxxxxx'x employment, the Company shall pay
Xxxxxxxxxxx as a severance benefit an amount equal to one half (1/2)
of the Annual Base Salary payable to him for the last Contract Year of
the Contract Term.
4. VACATION. Xxxxxxxxxxx shall be entitled to vacation during each Contract
Year for the term of employment hereunder in accordance with Company
policy.
5. TERMINATION. Xxxxxxxxxxx'x employment by the Company hereunder shall be
terminated upon the occurrence of any of the following events:
(a) If the Company and Xxxxxxxxxxx mutually agree to terminate the
employment;
(b) By the Company, in its discretion, in the event of Xxxxxxxxxxx'x
disability. "Disability" for these purposes shall mean Xxxxxxxxxxx'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. Xxxxxxxxxxx will continue to receive
compensation hereunder during such period of disability up to 180 days
during any twelve consecutive calendar months.
(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 Xxxxxxxxxxx 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;
2
(e) Upon Xxxxxxxxxxx'x death;
(f) By the Company for no reason and/or without good cause by payment of
the severance benefit described below.
Upon termination of Xxxxxxxxxxx'x employment Xxxxxxxxxxx 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:
(i) if Xxxxxxxxxxx'x employment is terminated by reason of his death or
disability during the Contract Term, the Company will pay Xxxxxxxxxxx
(or the personal representatives of his estate, in the event of his
death) as a death or disability benefit, an amount equal to the Annual
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
Xxxxxxxxxxx'x employment is terminated;
(ii) if Company terminates Xxxxxxxxxxx'x employment for no reason and/or
without good cause pursuant to subparagraph 5(f) or if Xxxxxxxxxxx
terminates his employment pursuant to subparagraph 5(c) because of the
Company's material breach of this Agreement, Company shall pay
Xxxxxxxxxxx as severance pay an amount equal to the Annual Base Salary
payable hereunder in the Contract Year within which Xxxxxxxxxxx'x
employment is terminated. Such payment will be made within thirty (30)
days after the date of the termination of Xxxxxxxxxxx'x employment.
6. COVENANT AGAINST COMPETITION AND NON-DISCLOSURE.
6.1 Covenant Against Competition. Xxxxxxxxxxx covenants and agrees that
during Xxxxxxxxxxx'x employment and for a period of six (6) months
after he ceases to be employed by Company, Xxxxxxxxxxx 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 Xxxxxxxxxxx'x employment hereunder 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 Xxxxxxxxxxx'x employment.
3
6.2 Disclosure of Information. Xxxxxxxxxxx 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. Xxxxxxxxxxx
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.
6.3 Reasonableness of Restrictions.
(a) Xxxxxxxxxxx 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.
(b) 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.
6.4 Consideration. The covenants against competition and non-disclosure by
Xxxxxxxxxxx in this Item are made in consideration of the Company's
agreement to employ Xxxxxxxxxxx upon the terms and conditions set
forth herein, expressly including, without limitation, the Company's
agreement to pay the severance amount under the circumstances
described in Section . Such covenants against competition and of
non-disclosure by Xxxxxxxxxxx in this Item constitute the material
inducement to Company to enter into this Agreement, to make
confidential information developed by Company available to Xxxxxxxxxxx
and to pay the salary and bonuses provided for Xxxxxxxxxxx herein.
6.5 Company's Remedies. Xxxxxxxxxxx covenants and agrees that if he shall
violate any of his 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 Xxxxxxxxxxx:
(a) The Company shall be relieved of any further obligation to
Xxxxxxxxxxx under the terms of this agreement; and
(b) The Company shall be entitled to an accounting and repayment of
all profits, compensation, commissions, remunerations or other
benefits that Xxxxxxxxxxx, 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.
4
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
Xxxxxxxxxxx: Xxxxx X. Xxxxxxxxxxx, Xx.
000 Xxxxxxxxxx Xxxxx 00
Xxxxxxxxxxx, X.X. 00000
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: ____________________________________
Xxxxxxx X. Xxxxxx, Chief Executive Officer
and Chairman of the Board
------------------------------------- (SEAL)
XXXXX X. XXXXXXXXXXX, XX.
5
