AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is executed and made effective as
of January 1, 1996 between TANGER PROPERTIES LIMITED PARTNERSHIP, a North
Carolina Limited Partnership, whose address is X.X. Xxx 00000, Xxxxxxxxxx, X.X.
00000 (the "Company") and XXXXXXXX XXXXXXX, a resident of North Carolina, whose
address is 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the
"Xxxxxxx").
RECITALS
A. The Company and Xxxxxxx entered into an employment agreement dated February
28, 1994.
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 Xxxxxxx during the term of this
Agreement. Xxxxxxx 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, Xxxxxxx 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. Xxxxxxx 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. Xxxxxxx 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. Xxxxxxx will report directly to
the Chief Executive Officer of the Company.
2. TERM. The term of this Agreement began on July 1, 1994 and shall end December
31, 1998 (the "Initial Term") unless sooner terminated as herein provided. The
twelve calendar month period beginning on January 1, 1996 and ending December
31, 1996 and each calendar year thereafter through 1998 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 (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. For each Contract Year beginning on or after January 1, 1996,
Company will pay Xxxxxxx for services performed pursuant to this Agreement an
annual Base
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Salary as follows:
Contract Year Annual Base Salary
1996 $165,000.00
1997 $175,000.00
1998 $185,000.00
The Base Annual 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 Xxxxxxx with any medical, disability or life
insurance benefits in accordance with any such plans provided by the Company for
other employees and for which Xxxxxxx is eligible.
Xxxxxxx will be reimbursed for any necessary and reasonable expense
incurred by Xxxxxxx in performing the services requested of her by the Company
during the term of employment. At least monthly, Xxxxxxx 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 Xxxxxxx hereunder as required by law.
4. VACATION. Xxxxxxx shall be entitled to four (4) weeks of vacation during each
Contract Year for the term of employment hereunder.
5. TERMINATION. Xxxxxxx'x employment by the Company hereunder shall be
terminated upon the occurrence of any of the following events:
A. If the Company and Xxxxxxx mutually agree to terminate the employment;
B. Upon the disability of Xxxxxxx. "Disability" for these purposes shall
mean Xxxxxxx'x 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 any twelve consecutive
calendar months. Xxxxxxx 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 Xxxxxxx 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;
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E. Upon Xxxxxxx'x death.
Upon termination of Xxxxxxx'x employment Xxxxxxx shall be entitled to
receive only the compensation accrued but unpaid for the period of employment
prior to the date of such termination of employment and shall not be entitled to
additional compensation except that (i) if the employment is terminated by
reason of Xxxxxxx'x death or disability during the Initial Term or the Extended
Term (if any) or (ii) if the term is not extended for an additional three year
period as provided in the second paragraph of Section 2, the Company will pay
Xxxxxxx (or her husband, Xxxxxxx X. Xxxxxxx, in the event of her death) as
severance pay, the sum of One Hundred and Twenty-Five Thousand Dollars
($125,000.00) in 12 equal monthly installments of Ten Thousand Four Hundred
Sixteen Dollars and Sixty-Seven Cents ($10,416.67) each beginning with the first
calendar month after the month in which the employment is terminated.
Provided further, if Company materially breaches this Agreement and
this Agreement is terminated or rescinded by employee, in addition to the
compensation due employee under paragraph three (3) hereinabove, Company shall
pay employee as additional compensation the sum of One Hundred Twenty-Five
Thousand Dollars ($125,000.00) in twelve (12) equal monthly installments of
$10,416.67 each on the first of each month beginning the first day of the first
month after employee shall terminate or rescind this Agreement in writing.
6. COVENANT AGAINST COMPETITION AND NON-DISCLOSURE.
A. Covenant Against Competition. Xxxxxxx covenants and agrees that during
Xxxxxxx'x employment and for a period of one year after she ceases to be
employed by Company, Xxxxxxx 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 Xxxxxxx'x 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 Xxxxxxx'x employment.
B. Disclosure of Information. Xxxxxxx 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. Xxxxxxx 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.
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1. Xxxxxxx 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 Xxxxxxx in this Item are made in consideration of the Company's agreement to
employ Xxxxxxx upon the terms and conditions set forth herein. Such covenants
against competition and of non-disclosure by Xxxxxxx in this Item constitute the
material inducement to Company to enter into this Agreement, to make
confidential information developed by Company available to Xxxxxxx and to pay
the salary and bonuses provided for Xxxxxxx herein.
E. Company's Remedies. Xxxxxxx 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 Xxxxxxx:
1. The Company shall be relieved of any further obligation to
Xxxxxxx 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 Xxxxxxx, 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
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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
Xxxxxxx: Xxxxxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, 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 FACTORY OUTLET CENTERS, INC.,
it's sole general partner
(CORPORATE
SEAL)
By: /s/ Xxxxxxx X. Xxxxxx
_________________________________
XXXXXXX X. XXXXXX, Chief Executive Officer
ATTEST:
Xxxxxxxx X. Xxxxxxx
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Secretary
/s/ Xxxxxxxx X. Xxxxxxx
_______________________________ (SEAL)
XXXXXXXX XXXXXXX
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