tfoc10k12312008ex10-17.htm


    EXHIBIT
10.17

    RESTRICTED
SHARE AGREEMENT

    


    THIS RESTRICTED SHARE AGREEMENT (this
“Agreement”) is made effective as of «Issue_Date», 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 has established
the Amended and Restated Incentive Award Plan of Tanger Factory Outlet Centers,
Inc. and Tanger Properties Limited Partnership (the “Plan”);

    


    WHEREAS, the Company wishes to carry
out the Plan (the terms of which are hereby incorporated by reference and made a
part of this Agreement);

    


    WHEREAS, the Plan provides for the
issuance of the Company’s common shares, no par value (the “Common Shares”),
subject to certain restrictions thereon (“Restricted Shares”);

    


    WHEREAS, the Committee, appointed to
administer the Plan, has determined that it would be to the advantage and in the
best interest of the Company and its shareholders to issue the Restricted Shares
provided for herein to the Restricted Shareholder as an inducement to enter into
or remain in the service of the Employer, the Company or any Subsidiary, and as
an incentive for increased efforts during such service, and has advised the
Company thereof and instructed the undersigned officer to issue said Restricted
Shares; and

    


    WHEREAS, all capitalized terms used
herein without definition shall have the meanings ascribed to such terms in the
Plan.

    


    NOW, THEREFORE, in consideration of the
mutual covenants herein contained and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto do hereby agree as
follows:

    ARTICLE
I.

    AWARD OF RESTRICTED
SHARES

    


    Section 1.1 - Award of Restricted
Shares

    


    For good and valuable consideration, on
the date hereof the Company hereby issues to the Restricted Shareholder
«Number_of_Shares» Common Shares upon the terms and conditions set forth in this
Agreement at a purchase price of $0.00 per share.  Notwithstanding
anything to the contrary anywhere else in this Agreement, the Restricted Shares
are subject to the terms, definitions and provisions of the Plan, which is
incorporated herein by reference.

    


    Section
1.2 – Consideration to Company

    


    In consideration for the issuance of
Restricted Shares by the Company, the Restricted Shareholder agrees to render
faithful and efficient services to the Employer, the Company or any Subsidiary
(as applicable), with such duties and responsibilities as shall from time to
time be prescribed.  Nothing in this Agreement or in the Plan shall
confer upon the Restricted Shareholder any right to continue in the service of
the Employer, the Company or any Subsidiary or shall interfere with or restrict
in any way the rights of the Employer, the Company or any Subsidiary, which are
hereby expressly reserved, to discharge the Restricted Shareholder at any time
for any reason whatsoever, with or without cause.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
II.

    RESTRICTIONS

    


    “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.”

    


    Section
2.2 - Legend

    


    Certificates representing Restricted
Shares issued pursuant to this Agreement shall, until all Restrictions lapse and
new certificates are issued pursuant to Section 2.3(b) hereof, bear the
following legend:

    


    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE,
REACQUISITION AND CERTAIN RESTRICTIONS ON TRANSFERABILITY UNDER THE TERMS OF
THAT CERTAIN RESTRICTED SHARE AGREEMENT BY AND BETWEEN TANGER FACTORY OUTLET
CENTERS, INC., TANGER PROPERTIES LIMITED PARTNERSHIP AND THE REGISTERED OWNER OF
SUCH SECURITIES, AND SUCH SECURITIES MAY NOT BE, 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    DIRECTLY
OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS
OF SUCH AGREEMENT.”

    


    Section
2.3 -  Lapse of Restrictions

    


    (a)           Subject
to Sections 2.1 and 3.4 hereof, the Restrictions shall lapse in accordance
with the following schedule:

    


    
      	
              Date

            	
              Portion
      of Restricted Shares No Longer Subject to Restrictions

            
	
              February
      28, 20__

            	
              20%

            
	
              February
      28, 20__

            	
              20%

            
	
              February
      28, 20__

            	
              20%

            
	
              February
      28, 20__

            	
              20%

            
	
              February
      28, 20__

            	
              20%

            


    

    


    (b)           Restriction
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.

    


    (c)           Upon
the lapse of the Restrictions, the Company shall cause new certificates to be
issued with respect to such shares and delivered to the Restricted Shareholder
or his or her legal representative, free from the legend provided for in
Section 2.2 hereof and any of the other
Restrictions.  Notwithstanding the foregoing, no such new certificate
shall be delivered to the Restricted Shareholder or his or her legal
representative unless and until the Restricted Shareholder or his or her legal
representative shall have paid to the Company or the Employer, as applicable, in
cash, the full amount of all federal and state withholding or other employment
taxes applicable to the taxable income of the Restricted Shareholder resulting
from the grant of Restricted Shares or the lapse of the
Restrictions.

    


    Section
2.4 – Restricted Shares Not Transferable

    


    Until the Restrictions hereunder lapse
or expire pursuant to this Agreement, neither the Restricted Shares (including
any shares received by holders thereof with respect to Restricted Shares as a
result of share dividends, share splits or any other form of recapitalization)
nor any interest or right therein or part thereof shall be liable for the debts,
contracts, or engagements of the Restricted Shareholder or his or her successors
in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy) and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that,
subject to the Ownership Limit (as defined in the Articles of Incorporation of
the Company), this Section 2.4 shall not prevent transfers by will or by the
applicable laws of descent and distribution.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
2.5 – Restrictions on New Shares

    


    In the event that the outstanding
Common Shares are changed into or exchanged for a different number or kind of
capital shares or other securities of the Company or of another corporation
(other than in connection with a Change of Control) by reason of merger,
consolidation, recapitalization, reclassification, share split, share dividend
or combination of shares, such new or additional or different shares or
securities which are issued upon conversion of or in exchange or substitution
for Restricted Shares which are then subject to Restrictions shall be considered
to be Restricted Shares and shall be subject to all of the Restrictions, unless
the Committee provides for the expiration of the Restrictions on the Restricted
Shares underlying the distribution of the new or additional or different shares
or securities.

    


    Section
2.6 – Section 83(b)

    


    The Restricted Shareholder covenants
that he or she will not make an election under Section 83(b) of the Code
with respect to the receipt of any Restricted Shares without the consent of the
Company, which the Company may grant or withhold in its sole
discretion.

    


    


    ARTICLE
III.

    MISCELLANEOUS

    


    Section
3.1 - Holding Period and
Additional Restrictions as to Ownership and
Transfer

    


    (a)           Notwithstanding
any provision of this Agreement to the contrary, if the Restricted Shareholder
is subject to Section 16 of the Exchange Act on the date on which the Restricted
Shares are granted, the Restricted Shares may not be sold, assigned or otherwise
transferred or exchanged until at least six months and one day have elapsed from
the date on which the Restricted Shares were granted.

    


    (b)           The
Restricted Shares (whether or not the Restrictions have lapsed with respect to
such Restricted Shares) shall be subject to the restrictions on ownership and
transfer set forth in the Articles of Incorporation of the Company.

    


    Section
3.2 – Conditions to Issuance of Share Certificates

    


    Restricted Shares may be either
previously authorized but unissued shares or issued shares which have then been
reacquired by the Company.  Such shares shall be fully paid and
nonassessable.  Neither the Company nor the Employer shall be required
to issue or deliver any certificate or certificates for shares pursuant to this
Agreement prior to fulfillment of all of the following conditions:

    


    (a)           The
admission of such shares to listing on all stock exchanges on which such class
of shares is then listed;

    


    (b)           The
completion of any registration or other qualification of such shares under any
state or federal law or under rulings or regulations of the Securities and
Exchange Commission or of any other governmental regulatory body, which the
Committee shall, in its sole discretion, deem necessary or
advisable;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)           The
obtaining of any approval or other clearance from any state or federal
governmental agency which the Committee shall, in its sole discretion, determine
to be necessary or advisable;

    


    (d)           The
lapse of such reasonable period of time as the Committee may from time to time
establish for reasons of administrative convenience; and

    


    (e)           The
receipt by the Company of full payment for such shares, including payment of any
applicable withholding tax to the Company or the Employer, as
applicable.

    


    Section
3.3 – Escrow

    


    (a)           The
Restricted Shareholder hereby authorizes and directs the Secretary of the
Company, or such other person designated by the Company, to transfer the
Restricted Shares which are subject to the Restrictions from the Restricted
Shareholder to the Company or the Employer, as applicable, in the event of
forfeiture of such shares pursuant to Section 2.1.

    


    (b)           To
insure the availability for delivery of the Restricted Shares upon forfeiture
pursuant to Section 2.1, the Restricted Shareholder hereby appoints the
Secretary, or any other person designated by the Company as escrow agent, as its
attorney-in-fact to sell, assign and transfer unto the Company, such shares, if
any, forfeited pursuant to this Agreement and shall, upon execution of this
Agreement, deliver and deposit with the Secretary of the Company, or such other
person designated by the Company, the share certificates representing the
Restricted Shares, together with the share assignment duly endorsed in blank,
attached hereto as Exhibit
A.  The Restricted Shares and share assignment shall be held by
the Secretary in escrow, pursuant to the Joint Escrow Instructions of the
Company and the Restricted Shareholder attached hereto as Exhibit B, until
all of the Restrictions expire or shall have been removed.  Upon the
lapse of the Restrictions on the Restricted Shares, the escrow agent shall
promptly deliver to the Restricted Shareholder the certificate or certificates
representing such shares in the escrow agent’s possession belonging to the
Restricted Shareholder, and the escrow agent shall be discharged of all further
obligations hereunder; provided, however, that the
escrow agent shall nevertheless retain such certificate or certificates as
escrow agent if so required pursuant to other restrictions imposed pursuant to
this Agreement.

    


    (c)           The
Company, or its designee, shall not be liable for any act it may do or omit to
do with respect to holding the Restricted Shares in escrow and while acting in
good faith and in the exercise of its judgment.

    


    Section
3.4 – Ownership Limit and REIT Status.

    


    Notwithstanding anything contained
herein, the Restrictions on the Restricted Shares shall not lapse:

    


    (a)           to
the extent the lapsing of such Restrictions could cause the Restricted
Shareholder to be in violation of the Ownership Limit; or

    


    (b)           if,
in the discretion of the Administrator, the lapsing of such Restrictions could
impair the Company’s status as a REIT.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section
3.5 – Notices

    


    Any notice to be given by the
Restricted Shareholder under the terms of this Agreement shall be addressed to
the Secretary of the Company.  Any notice to be given to the
Restricted Shareholder shall be addressed to him or her at the address given
beneath his or her signature hereto.  By a notice given pursuant to
this Section 3.5, either party may hereafter designate a different address
for notices to be given to him.  Any notice which is required to be
given to the Restricted Shareholder shall, if Restricted Shareholder is then
deceased, be given to the Restricted Shareholder’s personal representative if
such representative has previously informed the Company of his or her status and
address by written notice under this Section 3.5.  Any notice
required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in the United States
mail by certified mail, with postage and fees prepaid, addressed as set forth
above.

    


    Section
3.6 – Rights as Shareholder

    


    Except as otherwise provided herein,
upon the delivery of Restricted Shares to the escrow holder pursuant to Section
3.3 hereof, the holder of the Restricted Shares shall have all the rights of a
shareholder with respect to the Restricted Shares, including the right to vote
the Restricted Shares and the right to receive all dividends or other
distributions paid or made with respect to the Restricted Share.

    


    Section
3.7 – Conformity to Securities Laws

    


    The Restricted Shareholder acknowledges
that the Plan and this Agreement are intended to conform to the extent necessary
with all provisions of all applicable federal and state laws, rules and
regulations (including, but not limited to the Securities Act and the Exchange
Act and any and all regulations and rules promulgated by the Securities and
Exchange Commission thereunder, including without limitation the applicable
exemptive conditions of Rule 16b-3) and to such approvals by any listing,
regulatory or other governmental authority as may, in the opinion of counsel for
the Company, be necessary or advisable in connection
therewith.  Notwithstanding anything herein to the contrary, the Plan
shall be administered, and the Restricted Shares are granted, only in such a
manner as to conform to such laws, rules and regulations.  To the
extent permitted by applicable law, the Plan, this Agreement and the Restricted
Shares shall be deemed amended to the extent necessary to conform to such laws,
rules and regulations.

    


    Section
3.8 – Amendments

    


    This Agreement and the Plan may be
amended without the consent of the Restricted Shareholder; provided, however, that no such
amendment shall, without the consent of the Restricted Shareholder, impair any
rights of the Restricted Shareholder under this Agreement.

    


    Section
3.9 – Tax Withholding

    


    The Company or the Employer, as
applicable, shall be entitled to require payment in cash or deduction from other
compensation payable to the Restricted Shareholder of any sums required by
federal, state or local tax law to be withheld with respect to the issuance,
vesting, exercise or payment of the Restricted Shares.  The Committee
may in its discretion and in satisfaction of the foregoing requirement allow the
Restricted Shareholder to elect to have the Company or the Employer, as
applicable, withhold Common Shares otherwise issuable under such award (or allow
the return of Common Shares) having a Fair Market Value equal to the sums
required to be withheld.  Notwithstanding any other provision of the
Plan or this Agreement, the number of Common Shares which may be withheld with
respect to the issuance, vesting or payment of the Restricted Shares (or which
may be repurchased from the Restricted Shareholder within six months after such
Common Shares were acquired by the Restricted Shareholder from the Company or
the Employer) in order to satisfy the Restricted Shareholder’s federal and state
income and payroll tax liabilities with respect to the issuance, vesting or
payment of the Restricted Shares shall be limited to the number of shares which
have a Fair Market Value on the date of withholding or repurchase equal to the
aggregate amount of such liabilities based on the minimum statutory withholding
rates for federal and state tax income and payroll tax purposes that are
applicable to such supplemental taxable income.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Section
3.10 – Governing Law

     

    This Agreement shall be administered,
interpreted and enforced under the internal laws of the state of North Carolina
without regard to conflicts of laws thereof.

     

    Section
3.11 – Stop Transfer Instructions

     

    To ensure compliance with the
Restrictions, the Company may issue appropriate “stop transfer” instructions to
its transfer agent with respect to the Restricted Shares.

     

    [SIGNATURE PAGE
FOLLOWS]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, this 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:_______________________________________

     

     Title:
_____________________________________

     

    


     

    TANGER PROPERTIES LIMITED
PARTNERSHIP, a

     

    North Carolina Limited
Partnership

     

    


     

    By:  TANGER GP TRUST, its
sole General Partner

     

    


     

    By:
____________________________________

     

    Title:___________________________________

     

    


     

    RESTRICTED
SHAREHOLDER

     

    __________________________________________

    «Restricted_Share_Holder_Name»

    


    Address:

    


    __________________________________________

    


    __________________________________________

    


    


    Taxpayer
Identification Number:  _______________

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A TO RESTRICTED SHARES AGREEMENT

    SHARE ASSIGNMENT SEPARATE
FROM CERTIFICATE(S)

    


    


                   FOR
VALUE RECEIVED, __________________________ hereby sells, assigns and transfers
unto Tanger Factory Outlet Centers, Inc., a corporation organized under the laws
of North Carolina (the “Company”), pursuant to the forfeiture provision under
that certain Restricted Shares Agreement, dated «Issue_Date» by and between the
undersigned, the Company, and Tanger Properties Limited Partnership, a limited
partnership organized under the laws of North Carolina (the “Agreement”),
_______________ (_______________) Common Shares of the Company standing in the
undersigned’s name on the books of the Company represented by Certificate No(s).
_______________ and does hereby irrevocably constitute and appoint the Company’s
Secretary to transfer said Common Shares on the books of the Company with full
power of substitution in the premises.

    


    This Share Assignment Separate from
Certificate(s) may be used only in accordance with and subject to the terms and
conditions of the Agreement, in connection with the forfeiture of Common Shares
issued to the undersigned pursuant to the Agreement, and only to the extent that
such shares remain subject to such forfeiture under the Agreement.

    


    Dated:
__________________                                                                           _________________________________

    (Signature)

    


    «Restricted_Share_Holder_Name»

    (Print Name)

    


    


    (Instruction:  Please
do not fill in any blanks other than the “Signature” line and the “Print Name”
line.)

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B TO RESTRICTED SHARES AGREEMENT

    


    JOINT ESCROW
INSTRUCTIONS

    


    


    Tanger
Factory Outlet Centers

    3200
Northline Avenue, Suite 360

    Greensboro,
North Carolina 27408

    


    Attn:
Secretary

    


    Dear
Secretary of Tanger Factory Outlet Centers, Inc.:

    


    As Escrow Agent for Tanger Factory
Outlet Centers, Inc., (the “Company”) and the undersigned holder of Common
Shares of the Company (the “Restricted Shareholder”), you are hereby authorized
and directed to hold the documents delivered to you pursuant to the terms of
that certain Restricted Shares Agreement (“Agreement”), dated «Issue_Date», to
which a copy of these Joint Escrow Instructions is attached as Exhibit B, in
accordance with the following instructions:

    


    1.           In
the event of the forfeiture of any shares pursuant to Section 2.1 of the
Agreement, the Company or its assignee will give to the Restricted Shareholder
and you a written notice specifying the number of Common Shares to be purchased,
the purchase price, and the time for a closing hereunder at the principal office
of the Company.  The Restricted Shareholder and the Company hereby
irrevocably authorize and direct you to close the transaction contemplated by
such notice in accordance with the terms of said notice.

    


    2.           At
the closing you are directed (a) to date any share assignments necessary
for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver same, together with the certificate
evidencing the Common Shares to be transferred, to the Company against the
simultaneous delivery to you of the purchase price (which may include suitable
acknowledgment of cancellation of indebtedness) for the number of Common Shares
being forfeited.

    


    3.           The
Restricted Shareholder irrevocably authorizes the Company to deposit with you
any certificates evidencing Common Shares to be held by you hereunder and any
additions and substitutions to said shares as specified in the
Agreement.  The Restricted Shareholder does hereby irrevocably
constitute and appoint you as the Restricted Shareholder’s attorney-in-fact and
agent for the term of this escrow to execute with respect to such securities and
other property all documents of assignment and/or transfer and all share
certificates necessary or appropriate to make all securities negotiable and
complete any transaction herein contemplated.

    


    4.           This
escrow shall terminate upon expiration or exercise in full of the Restrictions
described in the Agreement, whichever occurs first.

     

    5.           If
at the time of termination of this escrow you should have in your possession any
documents, securities, or other property belonging to the Restricted
Shareholder, you shall deliver all of same to the Restricted Shareholder and
shall be discharged of all further obligations hereunder; provided, however, that if at
the time of termination of this escrow you are advised by the Company that the
property subject to this escrow is the subject of a pledge or other security
agreement, you shall deliver all such property to the pledgeholder or other
person designated by the Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.           Except
as otherwise provided in these Joint Escrow Instructions, your duties hereunder
may be altered, amended, modified or revoked only by a writing signed by all of
the parties hereto.

    


    7.           You
shall be obligated only for the performance of such duties as are specifically
set forth herein and may rely and shall be protected in relying or refraining
from acting on any instrument reasonably believed by you to be genuine and to
have been signed or presented by the proper party or parties or their
assignees.  You shall not be personally liable for any act you may do
or omit to do hereunder as Escrow Agent or as attorney-in-fact for the
Restricted Shareholder while acting in good faith and any act done or omitted by
you pursuant to the advice of your own attorneys shall be conclusive evidence of
such good faith.

    


    8.           You
are hereby expressly authorized to disregard any and all warnings given by any
of the parties hereto or by any other person or corporation, excepting only
orders or process of courts of law, and are hereby expressly authorized to
comply with and obey orders, judgments or decrees of any court.  In
case you obey or comply with any such order, judgment or decree of any court,
you shall not be liable to any of the parties hereto or to any other person,
firm or corporation by reason of such compliance, notwithstanding any such
order, judgment or decree being subsequently reversed, modified, annulled, set
aside, vacated or found to have been entered without jurisdiction.

    


    9.           You
shall not be liable in any respect on account of the identity, authority or
rights of the parties executing or delivering or purporting to execute or
deliver the Agreement or any documents or papers deposited or called for
hereunder.

    


    10.           You
shall not be liable for the outlawing of any rights under any statute of
limitations with respect to these Joint Escrow Instructions or any documents
deposited with you.

    


    11.           Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to
be Secretary of the Company or if you shall resign by written notice to each
party.  In the event of any such termination, the Company may appoint
any officer or assistant officer of the Company as successor Escrow Agent and
the Restricted Shareholder hereby confirms the appointment of such successor or
successors as the Restricted Shareholder’s attorney-in-fact and agent to the
full extent of your appointment.

    


    12.           If
you reasonably require other or further instruments in connection with these
Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.

    


    13.           It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities, you are
authorized and directed to retain in your possession without liability to anyone
all or any part of said securities until such dispute shall have been settled
either by mutual written agreement of the parties concerned or by a final order,
decree or judgment of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but you shall be under no
duty whatsoever to institute or defend any such proceedings.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    14.           Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or sent by telegram or fax or
upon deposit in the United States Post Office, by registered or certified mail
with postage and fees prepaid, addressed to the other party at the addresses set
forth on the signature pages hereto or at such other address as such party may
designate by ten (10) days’ advance written notice to the other party
hereto.

    


    15.           By
signing these Joint Escrow Instructions you become a party hereto only for the
purpose of said Joint Escrow Instructions; you do not become a party to the
Agreement.

    


    16.           You
shall be entitled to employ such legal counsel and other experts (including
without limitation the firms of Latham & Watkins or Vernon, Vernon, Wooten,
Brown, Andrews & Garrett, P.A.) as you may deem necessary properly to advise
you in connection with your obligations hereunder.  You may rely upon
the advice of such counsel, and may pay such counsel reasonable compensation
therefore.  The Company shall be responsible for all fees generated by
such legal counsel in connection with your obligations hereunder.

    


    17.           These
Joint Escrow Instructions shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted
assigns.  It is understood and agreed that references to “you” or
“your” herein refer to the original Escrow Agent and to any and all successor
Escrow Agents.  It is understood and agreed that the Company may at
any time or from time to time assign its rights under the Agreement and these
Joint Escrow Instructions in whole or in part.

    


    18.           These
Joint Escrow Instructions shall be governed by and interpreted and determined in
accordance with the laws of the State of North Carolina, as such laws are
applied by North Carolina courts to contracts made and to be performed entirely
in North Carolina by residents of that state.

    


    [SIGNATURE
PAGE FOLLOWS


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    IN WITNESS WHEREOF, these Joint Escrow
Instructions have been executed and delivered by the parties
hereto.

    


    


    TANGER FACTORY OUTLET CENTERS,
INC.

     a corporation organized under
the laws of North Carolina

    


    By:
__________________________________________

    


    Address:

     

    3200 Northline Avenue, Suite
360                                                                

     

    Greensboro,
NC  27408                                                                           

     

    


     

    RESTRICTED SHAREHOLDER

     

    _______________________________________

    «Restricted_Share_Holder_Name»

    


    Address:

     

    ____________________________

     

    ____________________________

     

    ____________________________

     

    


     

    ACKNOWLEDGED
AND AGREED:

     

    ESCROW
AGENT

     

    By:
________________________________________

    Secretary

     

    Address:

     

    3200 Northline
Avenue                                                                

     

    Suite
360                                           

     

    Greensboro,
NC  27408