Exhibit 10.5A
AMENDMENT TO XXXXXXX X. XXXXXX
JANUARY 1, 1998 EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into and made effective
as of January 1, 2001 by and among Tanger Properties Limited Partnership a North
Carolina limited partnership (the "Partnership"), Tanger Factory Outlet Centers,
Inc. (the "Company"), a North Carolina corporation and Xxxxxxx X. Xxxxxx (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").
B. The Company, the Partnership and the Executive intend to modify and amend
the Existing Employment Contract as provided herein.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below the parties hereto agree that the
Existing Employment Contract shall be modified and amended as follows:
1. The definitions of "Funds from Operations" or "FFO" in Paragraph 1(h) and
"Target FFO Per Share" or "Target" in Paragraph 1(k) are amended to read as
follows:
"(h) "Funds From Operations" or "FFO" with respect to a Contract Year shall
mean the Company's consolidated Funds From Operations (calculated for these
purposes as provided below) before the minority interest of the limited
partners of the Partnership and after deduction of any Annual Bonus paid to
the Executive pursuant to this Agreement or to Xxxxxx X. Xxxxxx under
similar provisions of his employment agreement for such Contract Year and
deducted in the calculation of net income. Provided however, for purposes
of this Agreement, funds from operations (i) for the Contract Year for
which the Annual Bonus is being determined and (ii) for each Contract Year
used to determine the "Target" for the Contract Year for which the Annual
Bonus is being determined shall be calculated using the National
Association of Real Estate Investment Trusts (NAREIT) definition of "funds
from operations" in effect for the Contract Year for which the Annual Bonus
is being calculated including the application of generally accepted
accounting principles (GAAP) used in the preparation of the Company's
financial statements for that Contract Year. For example, in the
calculation of the Annual Bonus for the Contract Year ending December 31,
2001, FFO for 2001 shall be determined using the NAREIT definition of FFO
for 2001 and, in the calculation of the "Target" FFO for 2001, the FFO for
each of Contract Years 1995 through 2000 shall also be calculated using the
NAREIT definition for 2001 (even though that 0000 XXXXXX definition of FFO
may differ from the FFO definition actually used by the Company for any of
years 1995 through 2000)."
"(k) The "Target FFO Per Share" or "Target" for any Contract Year shall be
the average FFO Per Share for the previous five (5) Contract Years
determined for each such Contract Year using the NAREIT definition of
"funds from operations" in effect for the Contract Year for which the
Annual Bonus is being determined as provided in paragraph 1(h) above;
provided however the Target FFO Per Share shall not be less than $1.5520."
2. In first paragraph of Section 7(d), $100,000.00 shall be changed to
$125,000.00 and the parenthetical phrase "(which shall not exceed 1.0)"
shall be deleted.
IN WITNESS WHEREOF, the parties have executed this Amendment to Employment
of Xxxxxxx X. Xxxxxx effective as of January 1, 2001 in duplicate originals.
TANGER PROPERTIES LIMITED PARTNERSHIP,
a North Carolina Limited Partnership,(Company)
By: Tanger GP Trust, its sole General Partner
By: ___________________________________
XXXXXXXX X. XXXXXXX, Vice President
________________________________ (SEAL)
XXXXXXX X. XXXXXX, Executive
