tfoc10k12312008ex10-18.htm


    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.

    


    


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    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:  _______________