HTML


      
         
            
               


                  

                  

                  Exhibit 10.6

                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  Effective as of December 29, 2008

                  This Agreement is entered into and made effective as of December 29, 2008 (the "Effective Date") between Tanger Properties Limited Partnership (the "Company") and CARRIE A. WARREN (the "Executive"). The Company and the Executive are sometimes
                     referred to individually as a "Party" and collectively as the
                     "Parties".
                  

                  RECITALS

                  A. The Company and the Executive have agreed upon the terms and
                     conditions of the Executive's employment by the Company. Company and
                     Executive entered into an Employment Agreement dated June 1, 2001 which was amended and restated June 1, 2004, and January 1, 2008 (the "Prior Agreement").
                  

                  B. The Parties intend to set forth herein the entire agreement
                     between them with respect to Executive's employment by the Company.
                     The Parties intend to modify, amend and restate their Prior Agreement
                     upon the terms and conditions set forth herein.
                  

                  Now therefore in consideration of the foregoing recitals and the
                     promises contained herein the Parties agree as follows:
                  

                  1. EMPLOYMENT AND DUTIES.
                  

                  1.1 Employment. During the Contract Term (as defined herein), the Company will
                     employ the Executive and the Executive shall serve the Company as a
                     full-time employee upon and subject to the terms and conditions of
                     this Agreement. The Executive's employment hereunder may be
                     terminated before the end of the Contract Term only as provided in
                     Section 5 of this Agreement.
                  

                  1.2 Position and Responsibilities. Executive has been elected and is currently serving as Senior Vice
                     President-Marketing. During the Executive's employment hereunder, her
                     primary duties, functions, responsibilities and authority will
                     include overseeing the Company's marketing activities and budgetary
                     matters. Further, Executive shall perform such other duties as are
                     assigned to her by the Chief Executive Officer, Chief Operating
                     Officer and/or the Board of Directors.
                  

                  1.3 Time and Effort. During the Contract Term, Executive shall be employed on a
                     full-time basis and shall devote her best efforts and substantially
                     all of her attention, business time and effort (excluding sick leave,
                     vacation provided for herein and reasonable time devoted to civic and
                     charitable activities) to the business and affairs of the Company.
                  

                  2. PERIOD OF EMPLOYMENT.
                  

                  2.1 Initial Contract term. The period of employment pursuant to the Prior Agreement began on January 1, 2008 (the "Commencement Date") and shall extend through December 31, 2010 (the "Initial Contract Term"), unless earlier terminated as provided
                     in Section 5 or extended as provided in this Section 2. The calendar
                     year beginning January 1, 2008 and each calendar year thereafter during the Contract Term is
                     sometimes herein referred to as a "Contract Year".
                  

                  2.2 Extended Contract Term. The Contract Term shall be automatically extended at the end of the
                     Initial or an Extended Term for one additional Contract Year
                     (sometimes herein referred to as an "Extended Term") unless either
                     the Executive or the Company shall give written notice to the other
                     of them that the Contract Term shall not be so extended at least one
                     hundred eighty (180) days prior to the end of the Initial or an
                     Extended Term. An Extended Term shall be upon the same terms and
                     conditions as were applicable to the Initial Term except that the
                     Annual Base Salary shall be the Executive's Annual Base Salary for
                     the Contract Year immediately preceding the Extended Term. References
                     herein to the "Contract Term" of this Agreement shall refer to the
                     Initial Term as extended pursuant to this Section.
                  

                  3. COMPENSATION.
                  

                  3.1 Base Salary. As compensation for Executive's services performed pursuant to this
                     Agreement, Employer will pay Executive an "Annual Base Salary" of
                     $255,300 for the Contract Year beginning January 1, 2008 and, with respect to each Contract Year thereafter an amount agreed
                     upon by Executive and the Company but not less than $255,300. The
                     Annual Base Salary shall be paid in equal installments in arrears in
                     accordance with Employer's regular pay schedule.
                  

                  3.2 Bonus or Incentive Compensation. As additional compensation for services rendered, the Executive
                     shall receive such bonus or bonuses as the Company's Board of
                     Directors may from time to time approve including without limitation
                     awards under the Company's Incentive Award Plan. Such bonuses may be
                     payable in cash (a "Cash Bonus") and/or in the form of equity based
                     compensation as
                  

               

            

         

         
            
1
            

         

         

      

      
         
            
               
                  allowed under the Company's Incentive Award Plan, provided, however,
                     that any Cash Bonus shall be payable on or prior to the fifteenth
                     (15th) day of the third (3rd) calendar month following the end of the
                     calendar year with respect to which such Cash Bonus relates.
                  

                  4. EMPLOYEE BENEFITS.
                  

                  4.1 Executive Benefit Plans. Executive shall participate in the employee benefit plans
                     (including group medical and dental plans, a group term life
                     insurance plan, a disability plan and a 401(k) Savings plan)
                     generally applicable to employees of the Company, as those plans may
                     be in effect from time to time.
                  

                  4.2 Expenses. Subject to Section 10.2(e), the Company shall promptly reimburse
                     the Executive for all reasonable travel and other business expenses
                     incurred by the Executive in the performance of her duties to the
                     Company hereunder. Executive shall observe and comply with the
                     Company's policies with respect to such reimbursements as in effect
                     from time to time. At least monthly, Executive will submit such
                     records and paid bills supporting the amount of the expenses incurred
                     and to be reimbursed as the Company shall reasonably request or as
                     shall be required by applicable laws.
                  

                  4.3 Vacation. Executive shall have the number of days of paid vacation during
                     each calendar year that are provided to employees of the Company with
                     the same number of years of service as Executive has pursuant to the
                     Company's vacation policy described in the Company's employee
                     handbook in effect on the first day of that calendar year.
                  

                  5. TERMINATION OF EMPLOYMENT.
                  

                  5.1 Termination Circumstances. Executive's employment hereunder may be terminated prior to the end
                     of the Contract Term by the Company or the Executive, as applicable,
                     without any breach of this Agreement only under the following
                     circumstances:
                  

                  (a) Death. Executive's employment hereunder shall terminate upon her death.

                  (b) Disability. The Company may terminate Executive's employment upon
                     her Disability.
                  

                  (c) Cause. The Company may terminate the Executive's employment
                     hereunder for Cause.
                  

                  (d) Good Reason. Executive may terminate her employment for Good Reason.

                  (e) Without Cause. The Company may terminate Executive's employment
                     hereunder other than for Cause for any or no reason upon 30
                     days notice.
                  

                  (f) Resignation without Good Reason. The Executive may resign her
                     employment without Good Reason upon 90 days written notice to
                     the Company.
                  

                  Except as may otherwise be expressly provided in Section 7.1(a) or in
                     any written agreement between the Company and Executive with respect
                     to the issuance of awards under the Company's Incentive Award Plan,
                     upon termination of Executive's employment, Executive 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. Such
                     accrued compensation shall be paid in accordance with the Company's
                     ordinary payment practices and, in any event, on or prior to the
                     fifteenth (15th) day of the third (3rd) calendar month following the end of the calendar year in which the
                     date of termination occurs.
                  

                  5.2 Notice of Termination. Any termination of the Executive's employment hereunder by the
                     Company or by the Executive (other than by reason of the Executive's
                     death) shall be communicated by a notice of termination to the other
                     party hereto. For purposes of this Agreement, a "notice of
                     termination" shall mean a written notice which (i) indicates the
                     specific termination provision in the Agreement relied upon, (ii)
                     sets forth in reasonable detail any facts and circumstances claimed
                     to provide a basis for termination of the Executive's employment
                     under the provision indicated and (iii) specifies the effective date
                     of the termination.
                  

                  6. AGREEMENT NOT TO COMPETE.
                  

                  6.1 Covenant Against Competition. Executive agrees that during the term of Executive's employment
                     hereunder and (i) if Executive's employment is terminated by the
                     Company for Cause or by Executive without Good Reason, for one
                     hundred eighty (180) days after the date of such termination or (ii)
                     if Executive receives the Severance Payment described in Section
                     7.1(a) if this Agreement because of a termination of her employment
                     by the Company without Cause or by Executive for Good Reason, from
                     the date of such termination through the first anniversary of such
                     termination date, Executive shall not, directly or indirectly, as an
                     employee, employer, shareholder, proprietor, partner, principal,
                     agent, consultant, advisor, director, officer, or in any other
                     capacity,
                  

               

            

         

         
            
2
            

         

         

      

      
         
            
               
                  (1) engage in activities involving the development or operation of a
                     manufacturers outlet shopping center which is located within a radius
                     of fifty (50) miles of a retail shopping facility which, within the
                     365 day period ending on the date of the termination of Executive's
                     employment hereunder, was owned (with an effective ownership interest
                     of 50% or more), directly or indirectly, by the Company or was
                     operated by the Company;
                  

                  (2) engage in activities involving the development or operation of a
                     manufacturers outlet shopping center which is located within a radius
                     of fifty (50) miles of any site which, within the 365 day period
                     ending on the date of the termination of Executive's employment
                     hereunder, the Company or its affiliate negotiated to acquire and/or
                     lease for the development or operation of a retail shopping facility;
                  

                  (3) engage in activities involving the development or operation of
                     any other type of retail shopping facility which is located within a
                     radius of five (5) miles of, and competes directly for tenants with,
                     a retail shopping facility which, within the 365 day period ending on
                     the date of the termination of Executive's employment hereunder,
                     was (i) under development by the Company or its affiliate; (ii) owned
                     (with an effective ownership interest of 50% or more), directly or
                     indirectly, by the Company; or (iii) operated by the Company.
                  

                  6.2 Disclosure of Information. Executive acknowledges that in and as a result of her employment
                     hereunder, she may 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. Executive 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.
                  

                  6.3 Reasonableness of Restrictions.
                  

                  (a) Executive has carefully read and considered the foregoing
                     provision of this Section, and, having done so, agrees that the
                     restrictions set forth in this Section, 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 Section shall be held invalid or unenforceable by
                     a court of competent jurisdiction, 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 Section 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. Executive promises in this Section not to compete with the Company
                     and not to disclose information obtained during her employment by the
                     Company are made in consideration of the Company's agreement to pay
                     the compensation provided for herein for the period of employment
                     provided herein. Such promises by Executive constitute the material
                     inducement to Company to employ Executive for the term and to pay the
                     compensation provided for in this Agreement and to make and to
                     continue to make confidential information developed by Company
                     available to Executive.
                  

                  6.5 Company's Remedies. Executive covenants and agrees that if she shall violate any of her
                     covenants or agreements contained in this Section, 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
                     Executive:
                  

                  (a) The Company shall be relieved of any further obligation to
                     Executive under the terms of this agreement;
                  

                  (b) The Company shall be entitled to an accounting and repayment of
                     all profits, compensation, commissions, remunerations or other
                     benefits that Executive, directly or indirectly, has realized and/or
                     may realize as a result of, growing out of or in connection with, any
                     such violation; and
                  

                  (c) Company shall be entitled to a permanent injunction to prevent or
                     restrain the breach or violation of the agreements contained herein
                     by Executive or by Executive's partners, agents, representatives,
                     servants, employees and/or any and all persons directly acting for or
                     with Executive.
                  

                  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 principles of
                     law or equity.
                  

               

            

         

         
            
3
            

         

         

      

      
         
            
               
                  7. SEVERANCE BENEFITS.
                  

                  7.1 Description of Benefits.
                  

                  (a) Termination without Cause or for Good Reason: If Executive's employment shall be terminated (i) by the Company
                     other than for Cause or (ii) by the Executive for Good Reason,
                     subject to the limitation in Section 7.2 hereof, the Company shall
                     pay Executive an amount equal to one hundred percent (100%) of the
                     sum of (x) her Annual Base Salary and (y) her "Average Annual Cash
                     Bonus." Subject to Section 10.2, such amount shall be paid in equal
                     consecutive installments in accordance with the Company's regular pay
                     schedule over a twelve (12) month period beginning on the effective
                     date of the termination of Executive's employment. For these
                     purposes, Executive's "Average Annual Cash Bonus" shall be the
                     average of the Cash Bonuses earned by Executive for each of the three
                     consecutive Contract Years (or if Executive has not been employed for
                     three full Contract Years, such fewer number of full Contract Years
                     she has been employed by the Company) immediately preceding the
                     Contract Year in which Executive's termination of employment occurs.
                  

                  (b) Termination by Death or Disability. Subject to Section 10.2, upon the termination of the Executive's
                     employment by reason of her death or Disability, the Company shall
                     pay to the Executive or to the personal representatives of her
                     estate (i) within thirty (30) days after the termination, a lump-sum
                     amount equal to fifty percent (50%) of the Executive's Annual Base
                     Salary for the Contract Year in which the termination occurs and (ii)
                     on or before the day on which the Executive's Cash Bonus for the
                     Contract Year in which the termination occurs would have been payable
                     if the termination had not occurred, an amount equal to the Cash
                     Bonus the Executive would have received for that Contract Year if the
                     termination had not occurred multiplied by a fraction the numerator
                     of which is the number of days in that Contract Year before the date
                     of termination and the denominator of which is 365. This subsection
                     9(b) shall not limit the entitlement of the Executive, her estate or
                     beneficiaries to any disability or other benefits then available to
                     the Executive under any life, disability insurance or other benefit
                     plan or policy which is maintained by the Company for the Executive's
                     benefit.
                  

                  (c) Termination for Cause or Without Good Reason. If the Executive's employment is terminated by the Company for
                     Cause or by the Executive without Good Reason, the Executive shall be
                     entitled to all Annual Base Salary and all Benefits accrued through
                     the date of termination, payable in accordance with the Company's
                     ordinary payment practices and, in any event, on or prior to the
                     fifteenth (15th) day of the third (3rd) calendar month following the
                     end of the calendar year in which the date of termination occurs.
                  

                  (d) Survival. Neither the termination of the Executive's employment hereunder nor
                     the expiration of the Contract Term shall impair the rights or
                     obligations of any party hereto which shall have accrued hereunder
                     prior to such termination or expiration.
                  

                  (e) Mitigation of Damages. In the event of any termination of the Executive's employment by
                     the Company, the Executive shall not be required to seek other
                     employment to mitigate damages, and any income earned by the
                     Executive from other employment or self- employment shall not be
                     offset against any obligations of the Company to the Executive under
                     this Agreement.
                  

                  7.2 Limitation on Severance Benefits.
                  

                  (a) Notwithstanding any other provision of this Agreement, and except
                     as provided in paragraph 7.2(b) below, payments and benefits to which
                     Executive would otherwise be entitled under the provisions of this
                     Agreement will be reduced (or the Executive shall make reimbursement
                     of amounts previously paid) to the extent necessary to prevent the
                     Executive from having any liability for the federal excise tax levied
                     on certain "excess parachute payments" under section 4999 of the
                     Internal Revenue Code as it exists as of the date of this Agreement.
                  

                  (b) The Company may determine the amount (if any) of reduction for
                     each payment or benefit that the Executive would otherwise be
                     entitled to receive. The extent to which the payments or benefits to
                     the Executive are to be reduced pursuant to paragraph 7.2(a) will be
                     determined by the accounting firm servicing the Company on the date
                     that the Executive's employment is terminated. The Company shall pay
                     the cost of such determination.
                  

                  (c) If the final determination of any reduction in any benefit or
                     payment pursuant to this Section has not been made at the time that
                     the Executive is entitled to receive such benefit or payment, the
                     Company shall pay or provide an estimated amount based on a
                     recommendation by the accounting firm making the determination under
                     subparagraph 10(b). When the final determination is made, the Company
                     shall pay the Executive any additional amounts that may be due or the
                     Executive shall reimburse the Company for any estimated amounts paid
                     to the Executive that were in excess of the amount payable hereunder.
                  

               

            

         

         
            
4
            

         

         

      

      
         
            
               
                  8. DEFINITIONS.
                  

                  "Annual Base Salary" is defined in Section 3.
                  

                  "Average Annual Cash Bonus" is defined in Section 7.1.
                  

                  "Cash Bonus" is defined in Section 3.
                  

                  "Cause" For purposes of this Agreement, the Company shall have "Cause" to
                     terminate the Executive's employment hereunder upon (i) the Company's
                     determination that she has embezzled money or property, (ii) the
                     Executive's willful refusal to perform reasonable duties incident to
                     her employment after ten (10) days' written notice to Executive from
                     the Chief Executive Officer, Chief Operating Officer or Board of
                     Directors of the company of the specific duties to be performed, or
                     (iii) commission of a felony which, in the judgment of the Board of
                     Directors of the Company, adversely affects the business or
                     reputation of the Company.
                  

                  "Change of Control" shall mean (A) the sale, lease, exchange or other transfer (other
                     than pursuant to internal reorganization) by the Company or Tanger
                     Factory Outlet Centers, Inc. ("TFOC") of more than 50% of its assets
                     to a single purchaser or to a group of associated purchasers; (B) a
                     merger, consolidation or similar transaction in which TFOC or the
                     Company does not survive as an independent, publicly owned
                     corporation or TFOC or an entity wholly owned by TFOC ceases to be
                     the sole general partner of the Company; or (C) the acquisition of
                     securities of TFOC or the Company in one or a related series of
                     transactions (other than pursuant to an internal reorganization) by a
                     single purchaser or a group of associated purchasers (other than
                     Executive or any of her lineal descendants, lineal ancestors or
                     siblings) which results in their ownership of twenty-five (25%)
                     percent or more of the number of Common Shares of TFOC (treating any
                     Partnership Units or Preferred Shares acquired by such purchaser or
                     purchasers as if they had been converted to Common Shares) that would
                     be outstanding if all of the Partnership Units and Preferred Shares
                     were converted into Common Shares; (D) a merger involving TFOC if,
                     immediately following the merger, the holders of TFOC's shares
                     immediately prior to the merger own less than fifty (50%) of the
                     surviving company's outstanding shares having unlimited voting rights
                     or less than fifty percent (50%) of the value of all of the surviving
                     company's outstanding shares; or (E) a majority of the members of the
                     Company's Board of Directors are replaced during any twelve month
                     period by directors whose appointment or election is not endorsed by
                     a majority of the members of the Board prior to the date of the
                     appointment or election.
                  

                  "Contract Term" is defined in Section 2.
                  

                  "Contract Year" is defined in Section 2.
                  

                  "Disability" shall mean Executive's 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 ninety (90) days or more within any
                     twelve consecutive calendar months.
                  

                  "Good Reason" The Executive shall have "Good Reason" to terminate her employment
                     hereunder if (i) the Company fails to make payment of amounts due to
                     Executive hereunder within thirty (30) days after Executive has made
                     written demand therefor upon Company; (ii) Company commits a material
                     breach of its obligations under this Agreement and fails to cure such
                     breach after a thirty (30) day written notice thereof; (iii) if,
                     after a Change of Control, the principal duties of Executive are
                     required to be performed at a location other than the Greensboro,
                     North Carolina metropolitan area without her consent; or (iv) if
                     Executive elects to terminate her employment by written notice to the
                     Company within the 180 day period following a Change of Control.
                  

                  "Section 409A" shall mean, collectively, Section 409A of the Internal Revenue Code
                     of 1986, as amended, and the Department of Treasury Regulations and
                     other interpretive guidance promulgated thereunder, including without
                     limitation any such regulations or other guidance that may be issued
                     after the date of this amendment and restatement.
                  

                  9. MISCELLANEOUS.
                  

                  9.1 Binding on Successors. This Agreement shall be binding upon and inure to the benefit of
                     the Partnership, the Company, the Executive and their respective
                     successors, assigns, change the address to which any Notice to that
                     Party hereunder is to be delivered or (ii) designate additional or
                     substituted parties to whom Notices hereunder to such Party should be
                     sent with any such change or designation to be effective five (5)
                     Business Days after delivery of notice thereof to the other Party in
                     the manner herein provided. As used herein the term "Business Day"
                     shall mean every day, other than Saturdays, Sundays and any other day
                     on which banks in the State in which the Center is located are not
                     generally open for the conduct of banking business during normal
                     business hours.
                  

                  9.2 Entire Agreement. The terms of this Agreement are intended by the parties to be the
                     final expression of their agreement with respect to the employment of
                     the Executive by the Partnership and the Company and may not be
                     contradicted by evidence of any prior or contemporaneous agreement.
                     The parties further intend that this Agreement shall constitute the
                     complete and exclusive statement of its terms and that no extrinsic
                     evidence whatsoever may be introduced in any judicial,
                     administrative, or other legal proceeding to vary the terms of this
                     Agreement.
                  

               

            

         

         
            
5
            

         

         

      

      
         
            
               
                  10. SECTION 409A.
                  

                  10.1 The parties acknowledge and agree that, to the extent
                     applicable, this Agreement shall be interpreted in accordance with,
                     and the parties agree to use their best efforts to achieve timely
                     compliance with Section 409A of the Internal Revenue Code of 1986, as
                     amended and the Department of Treasury Regulations and other
                     interpretive guidance promulgated thereunder (collectively, "Section
                     409A"), including without limitation any such regulations or other
                     guidance that may be issued after the Effective Date. Notwithstanding
                     any provision of this Agreement to the contrary, in the event that
                     the Company determines that any compensation or benefits payable or
                     provided under this Agreement may be subject to Section 409A, the
                     Company may adopt (without any obligation to do so or to indemnify
                     the Executive for failure to do so) such limited amendments to this
                     Agreement and appropriate policies and procedures, including
                     amendments and policies with retroactive effect, that the Company
                     reasonably determines are necessary or appropriate to (i) exempt the
                     compensation and benefits payable under this Agreement from Section
                     409A and/or preserve the intended tax treatment of the compensation
                     and benefits provided with respect to this Agreement or (ii) comply
                     with the requirements of Section 409A. No provision of this Agreement
                     shall be interpreted or construed to transfer any liability for
                     failure to comply with the requirements of Section 409A from the
                     Executive or any other individual to the Company or any of its
                     affiliates, employees or agents.
                  

                  10.2 Separation from Service under 409A. Notwithstanding any provision to the contrary in this Agreement:
                  

                  (a) No amount shall be payable pursuant to Sections 7.1(a) or (b)
                     unless the termination of the Executive's employment constitutes a
                     "separation from service" within the meaning of Section 1.409A-1(h)
                     of the Department of Treasury Regulations; and
                  

                  (b) If the Executive is deemed at the time of his separation from
                     service to be a "specified employee" for purposes of Section
                     409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of
                     any portion of the termination benefits to which the Executive is
                     entitled under this Agreement (after taking into account all
                     exclusions applicable to such termination benefits under Section
                     409A), including, without limitation, any portion of the additional
                     compensation awarded pursuant to Sections 7.1(a) or (b), is required
                     in order to avoid a prohibited distribution under Section
                     409A(a)(2)(B)(i) of the Code, such portion of the Executive's
                     termination benefits shall not be provided to the Executive prior to
                     the earlier of (A) the expiration of the six-month period measured
                     from the date of the Executive's "separation from service" with the
                     Company (as such term is defined in the Department of Treasury
                     Regulations issued under Section 409A of the Code) or (B) the date of
                     the Executive's death. Upon the earlier of such dates, all payments
                     deferred pursuant to this Section 10.2(b) shall be paid in a lump sum
                     to the Executive, and any remaining payments due under the Agreement
                     shall be paid as otherwise provided herein; and
                  

                  (c) The determination of whether the Executive is a "specified
                     employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as of
                     the time of his separation from service shall be made by the Company
                     in accordance with the terms of Section 409A of the Code and
                     applicable guidance thereunder (including without limitation Section
                     1.409A-1(i) of the Department of Treasury Regulations and any
                     successor provision thereto); and
                  

                  (d) For purposes of Section 409A of the Code, the Executive's right
                     to receive installment payments pursuant to Section 7.1(a) shall be
                     treated as a right to receive a series of separate and distinct
                     payments; and
                  

                  (e) The reimbursement of any expense under Section 4.2 or Section 7.1
                     shall be made no later than December 31 of the year following the
                     year in which the expense was incurred. The amount of expenses
                     reimbursed in one year shall not affect the amount eligible for
                     reimbursement in any subsequent year.
                  

               

            

         

         
            
6
            

         

         

      

      
         
            
               
                  IN WITNESS WHEREOF, the parties have executed this Agreement in
                     duplicate originals as of the day and year first above written.
                  

                  TANGER PROPERTIES LIMITED PARTNERSHIP (Company)
                  

                  By: /s/ Frank C. Marchisello Jr.

                  Print name: Frank C. Marchisello, Jr.

                  Print Title: Vice President of Tanger GP Trust,
its sole General Partner

                  /s/ Carrie A. Warren        (SEAL)
Executive
                  

                  Print Name: CARRIE A. WARREN

               

            

         

         
            
7