tfoc8k12302008ex10-6.htm


    AMENDED AND
RESTATED

     

    EMPLOYMENT
AGREEMENT

     

    THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of December 29, 2008 and made effective as of
January 1, 2009 by and among TANGER PROPERTIES LIMITED
PARTNERSHIP (the “Partnership”), a North Carolina limited partnership,
TANGER FACTORY OUTLET CENTERS,
INC. (the “Company”), a North Carolina corporation and STEVEN B. TANGER (the
“Executive”).

     

    RECITALS:

     

    A. The
Executive is the Chief Operating Officer of the Partnership and an officer and
director of the Company under the terms of an Amended and Restated Employment
Agreement dated as of January 1, 2004 between the Executive, the
Partnership and the Company (the “Existing Employment Contract”).

     

    B. The
Company, the Partnership and the Executive intend to modify and amend the
Existing Employment Contract as provided herein.

     

    NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements set forth below the parties hereto agree as follows:

     

    1. Certain
Definitions.

     

    (a) “Annual Base Salary”
is defined in Section 7(a).

     

    (b) “Annual Bonus” is
defined in Section 7(d).

     

    (c) “Benefits” is defined
in Section 7(b)(iii).

     

    (d) “Cause” For purposes
of this Agreement, the Partnership or the Company shall have “Cause” to
terminate the Executive’s employment hereunder upon (i) the Executive
causing material harm to the Company through a material act of dishonesty in the
performance of his duties hereunder, (ii) his conviction of a felony
involving moral turpitude, fraud or embezzlement, or (iii) his willful
failure to perform his material duties under this Agreement (other than a
failure due to disability) after written notice specifying the failure and a
reasonable opportunity to cure (it being understood that if his failure to
perform is not of a type requiring a single action to cure fully, that he may
commence the cure promptly after such written notice and thereafter diligently
prosecute such cure to completion).

     

    (e) “Change of Control”
shall mean (A) the sale, lease, exchange or other transfer (other than
pursuant to internal reorganization) by the Company or the Partnership 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 the
Company or the Partnership does not survive as an independent, publicly
owned corporation or the Company ceases to be the sole general partner of the
Partnership; or (C) the acquisition of securities of the Company or the
Partnership 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 the Executive or any of his 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 the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Company
(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 the Company if, immediately
following the merger, the holders of the Company’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.

     

    (f) “Disability” shall
mean the absence of the Executive from the Executive’s duties to the
Partnership and/or the Company on a full-time basis for a total of 16
consecutive weeks during any 12 month period as a result of incapacity due to
mental or physical illness which is determined to be total and permanent by a
physician selected by the Partnership or the Company and acceptable to the
Executive or the Executive’s legal representative (such agreement as to
acceptability not to be withheld unreasonably).

     

    (g) A “Contract Year” shall
be a calendar year.

     

    (h) “Good
Reason”:  The Executive shall have Good Reason
to terminate his employment upon the occurrence of any of the following
events:

     

    (1) any
material adverse change in his job titles, duties, responsibilities,
perquisites granted hereunder, or authority without his consent; provided,
however, that effective January 1, 2009, the Executive shall have Good Reason to
terminate his employment pursuant to this Section (h)(1) upon the occurrence of
any material adverse change in his title as President and Chief Executive
Officer or the duties, responsibilities or authority related thereto without his
consent;

     

    (2) if, after
a Change of Control, either (i) the principal duties of the Executive
are required to be performed at a location other than New York, New York without
his consent or (ii) the Executive no longer reports directly to the Board
of Directors;

     

    (3) a
material breach of this Employment Agreement by the Partnership or Company,
including without limitation, the failure to pay compensation or benefits when
due hereunder if such failure is not cured within 30 days after delivery to the
Company and the Partnership of the Executive’s written demand for payment
thereof;

     

    (4) if the
Executive elects to terminate his employment by written notice to the
Company and the Partnership within the 180 day period following a Change of
Control; or

     

    (5) if the
Executive is removed, or is not re-elected as a Director of
the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i) “Contract Term” is
defined in Section 2(b).

     

    (j) “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.

     

    2. Employment.

     

    (a) The
Partnership and the Company shall continue to employ the Executive and the
Executive shall remain in the employ of the Partnership and the Company during
the Contract Term (as defined in this Section 2) in the positions set forth in
Section 3 and upon the other terms and conditions herein provided, unless the
Executive’s employment is terminated earlier as provided in Section 8
hereof.

     

    (b) The
initial Contract Term of the Existing Employment Contract began as of January 1,
2004 (the “Commencement Date”) and ended on December 31, 2006 (the “Initial
Contract Term”).  On each January 1 for the calendar years 2005
through 2008, the Contract Term was automatically extended by one year, and on
the first day of January of each calendar year thereafter (an “Extension Date”),
the Contract Term shall be automatically extended by one year unless
(i) the Executive’s employment has been earlier terminated as provided in
Section 8 or (ii) either the Partnership or the Company gives written
notice to the Executive one hundred eighty (180) days prior to the Extension
Date that the Contract Term shall not be automatically extended.  For
purposes of illustration, if the Executive’s employment has not been terminated
as provided in Section 8 and if neither the Company nor the Partnership has
given written notice to the Executive at least 180 days prior to January 1, 2010
that the Contract Term will not be extended, on January 1, 2010, the Contract
Term will be extended to and including December 31, 2012.

     

    If the
Contract Term is extended as provided herein, the Executive’s employment may be
terminated (other than upon expiration) only as provided in Section
8.  References herein to the “Contract Term” shall refer to the
Initial Contract Term as extended pursuant to this Section 2.

     

    3. Position and
Duties.

     

    During
the Executive’s employment hereunder, he shall serve as:

     

    (a) an
executive employee of the Partnership and shall have such
duties, functions, responsibilities and authority as are consistent with
the Executive’s position,

     

    (b) the
President and Chief Operating Officer of the Company and shall have such
duties, functions, responsibilities and authority as are consistent with the
Executive’s position as an executive officer with respect to the general
management, business and affairs of the Company (and the Partnership, through
the Company’s capacity as general partner of the Partnership), and

     

    (c) if
elected or appointed thereto, as a Director of the Company;

     

    Provided,
however, that effective December 31, 2008, the Executive shall resign as Chief
Operating Officer of the Company and thereafter will have the title of President
and Chief Executive Officer of the Company and will have the duties, functions,
responsibilities and authority as are consistent with the Executive’s position
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    charge of
the general management, business and affairs of the Company (and the
Partnership, through the Company’s capacity as general partner of the
Partnership).  The Executive’s position, duties and responsibilities
may not be changed and the Executive’s Annual Base Salary may not be
reduced during his employment hereunder without the Executive’s written
consent.

     

    4. Competition.

     

    (a) Subject
to the limitations and conditions in Section 4(e) hereof, the Executive
shall be prohibited from engaging in Competition (as defined in subsection 4(b)
below) with the Partnership or the Company during the following described
periods:  (i) during the period beginning on the date hereof and
extending through the date on which the Executive’s employment hereunder is
terminated; (ii) if the Executive’s employment is terminated by the Company
for Cause or by the Executive without Good Reason, from the date of such
termination through the date of the first anniversary of such termination date
and (iii) if the Executive receives the Severance Payment described in
Section 9(a) because of a termination of his employment by the Company without
Cause or by the Executive for Good Reason, from the date of such termination
through the date of the third anniversary of such termination date.

     

    (b) During
the period prior to the termination of the Executive’s
employment hereunder, the term “Competition” for purposes of this Agreement
shall mean the Executive’s management, development or construction of any
factory outlet centers or competing retail commercial property outside the
Partnership and the Company or any other active or passive investment in
property connected with a factory outlet center or a competing retail commercial
property outside the Partnership and Company, with the exception of

     

    (1) the
development or ownership of properties (or replacement properties) which
were owned collectively or individually by the Executive, by members of his
family or by any entity in which any of them owned an interest or which was for
the benefit of any of them prior to June 30, 1993 (including the three factory
outlet centers in which Stanley K. Tanger is a 50% partner, the shopping center
on West Market Street in Greensboro, North Carolina (such four properties
defined herein as the “Excluded Properties”) and the interests of the Tanger
Family Limited Partnership),

     

    (2) the
ownership of up to 1% of any class of securities of any publicly traded
company, and

     

    (3) service
on the board of directors of any publicly traded company, whether or not
such company engages in Competition as defined in this subsection 4

     

    Provided
however, for any period following the termination of the Executive’s employment,
the Executive shall be considered as engaging in “Competition” prohibited by
this Section only if the Executive engages in the prohibited activities with
respect to a property that is within a fifty (50) mile radius of the site of any
commercial property owned, leased or operated by the Company and/or the
Partnership on the date the Executive’s employment terminated or with respect to
a property that is within a fifty (50) mile radius of any commercial property
which the Company and/or Partnership actively negotiated to acquire, lease or
operate within the six (6) month period ending on the date of the termination of
the Executive’s employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) The
Executive covenants that a breach of subsection 4(a) above
would immediately and irreparably harm the Partnership and the Company and
that a remedy at law would be inadequate to compensate the Partnership and the
Company for their losses by reason of such breach and therefore that the
Partnership and/or the Company shall, in addition to any other rights and
remedies available under this Agreement, at law or otherwise, be entitled to an
injunction to be issued by any court of competent jurisdiction enjoining and
restraining the Executive from committing any violation of subsection 4(a)
above, and the Executive hereby consents to the issuance of such
injunction.

     

    5. Registration
Rights.

     

    The
Executive shall have registration rights pursuant to the Registration Rights
Agreement attached hereto as Exhibit A.

     

    6. Place of
Performance.

     

    During
his employment hereunder, the Executive shall be based at the Partnership’s
principal executive offices and the Company’s principal executive offices
located in Greensboro, North Carolina or New York City, at the Executive’s
choice.

     

    7. Compensation and Related
Matters.

     

    During
the Executive’s employment hereunder, the Executive shall be paid the
compensation and shall be provided with the benefits described
below:

     

    (a) Annual Base
Salary.  The Executive’s annual base compensation
(“Annual Base Salary”) payable with respect to the Contract Year ending
December 31, 2004 shall be $400,000.  The amount of Annual Base Salary
payable to the Executive with respect to each Contract Year thereafter shall be
an amount negotiated between and agreed upon by the Executive and the Board of
Directors of the Company (in its capacity as general partner and in its own
behalf) but in no event less than the Executive’s Annual Base Salary for the
prior Contract Year.

     

    (b) Benefits.  The
Executive shall be entitled to

     

    (1) receive
stock options (incentive or nonqualified) under the Company’s Stock Option
Plan and the Partnership’s Unit Option Plan;

     

    (2) participate
in the Partnership’s 401(k) Savings Plan, and

     

    (3) participate
in or receive benefits under any employee benefit plan or other arrangement
made available by the Partnership or the Company to any of its employees
(collectively “Benefits”), on terms at least as favorable as those on which
any other employee of the Partnership or the Company shall participate;
provided, however, that the Executive shall be entitled to four weeks of paid
vacation during each Contract Year, exclusive of Partnership
holidays.

     

    Without
the Executive’s prior written consent, the Company and/or the Partnership will
not terminate or reduce any benefits paid to the Executive under this Section
7(b) unless the Executive is furnished with a benefit that is substantially
equivalent.

     

    (c) Automobile.  In
addition to the other compensation and benefits described in this Section
7, the Executive shall be entitled to receive a fixed monthly automobile
allowance of $800, payable at the same times that Base Salary is payable
hereunder.  The allowance shall be in lieu of reimbursement by the
Company of any expense incurred by Executive to 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    purchase
or lease a vehicle that will be available for use by the Executive on Company
business.  The Executive shall not be required to provide the Company
with supporting documentation to substantiate any such expenses and the
allowance shall be payable whether or not the Executive actually incurs such
automobile expenses in the amount of the allowance.  The Executive
shall be responsible for the expenses of leasing or purchasing an
automobile which are in excess of the allowance provided hereunder.

     

    (d) Annual
Bonus.  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 limitations awards
under the Company’s Incentive Award Plan; provided that any Annual 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
Annual Bonus relates.

     

    (e) Expenses.  Subject
to Section 23(b)(v), the Partnership and the Company shall promptly reimburse
the Executive for all reasonable travel and other business expenses
incurred by the Executive in the performance of his duties to the Partnership
and the Company, respectively hereunder.

     

    (f) Payment of
Compensation.  For each Contract Year or portion
thereof covered by this Agreement, the Company shall be liable for the
percentage described below (the “Company Percentage”) of the cost of the
Executive’s Annual Base Salary, and for any awards granted by the Company to the
Executive pursuant to the Incentive Award Plan of the Company and the
Partnership (the “Incentive Award Plan”), and the Partnership shall be liable
for the remainder of the cost of the Executive’s total compensation (including
any awards granted by the Partnership pursuant to the Incentive Award
Plan).

     

    The
Company Percentage for each Contract Year shall be determined by the Board of
Directors of the Company (in its capacity as sole owner of the general partner
and in its own behalf), excluding the Executive, as the reasonable allocation of
the benefits for the Executive’s services.

     

    8. Termination.

     

    The
Executive’s employment hereunder may be terminated prior to the end of the
Contract Term by the Partnership, the Company or the Executive, as applicable,
without any breach of this Agreement only under the following
circumstances:

     

    (a) Death.  The
Executive’s employment hereunder shall terminate upon
his death.

     

    (b) Disability.  If
the Disability of the Executive has occurred during the Contract Term, the
Partnership or the Company, respectively, may give the Executive written notice
in accordance with Section 8(g) of its intention to terminate the Executive’s
employment.  In such event, the Executive’s employment with the
Partnership and the Company shall terminate effective on the 30th day after
receipt of such notice by the Executive, provided that within the 30 days after
such receipt, the Executive shall not have returned to full-time performance of
his duties.

     

    (c) Cause.  The
Partnership or the Company may terminate the Executive’s employment
hereunder for Cause.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) Good
Reason.  The Executive may terminate his employment for
Good Reason.

     

    (e) Without
Cause.  The Partnership or the Company may terminate the
Executive’ s employment hereunder without Cause upon 30 days
notice.

     

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

     

    (g) Notice of
Termination.  Any termination of the Executive’s
employment hereunder by the Partnership, the Company or the Executive
(other than by reason of the Executive’s death) shall be communicated by a
notice of termination to the other parties 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.

     

    9. Severance
Benefits.

     

    (a) Termination without Cause or
for Good Reason:  Subject to Section 23(b), if the
Executive’s employment shall be terminated (i) by the Company or the
Partnership other than for Cause (as defined above) or (ii) by the
Executive for Good Reason (as defined above), the Partnership and the Company
shall pay a lump sum cash payment (the “Severance Payment”) to the Executive
within thirty (30) days after such termination of the Executive’s employment in
an amount equal to 300% of the sum of (A) his Annual Base Salary,
(B) his Deemed Annual Bonus for the Contract Year in which the termination
occurs and (C) his annual automobile allowance under Section 7(c)
hereof.  In addition, subject to Section 23(b), the Partnership and
the Company shall continue to provide all Benefits to the Executive under this
Agreement for each Contract Year through the end of the Contract
Term.  For these purposes, the Executive’s Deemed Annual Bonus for any
Contract Year shall be the greater of (i) the Executive’s Average Annual
Bonus for that Contract Year and (ii) Executive’s Annual Bonus for the
prior Contract Year.  The Executive’s Average Annual Bonus for a
Contract Year shall be an amount equal to the sum of all Annual Bonuses earned
by the Executive for the Contract Years immediately preceding the Contract Year
for which the calculation is being made (not exceeding three (3) Contract Years)
divided by the number of such Annual Bonuses.  In calculating the
Executive’s Annual Bonus or Average Annual Bonus for a Contract Year, the
amount of any share-based award under the Incentive Award Plan that the
Executive is required to recognize as income for federal income tax purposes in
a Contract Year shall be included as part of the Executive’s Annual Bonus for
that Contract Year.

     

    (b) Termination by Death or
Disability.  Subject to Section 23(b), upon the termination of
the Executive’s employment by reason of his death or Disability, the
Company shall pay to the Executive or to the personal representatives of his
estate (i) within thirty (30) days after the termination, a lump-sum amount
equal to the amount of Annual Base Salary that would have been due through the
end of the Contract Term assuming no early termination had occurred and assuming
no increases or decreases in Annual Base Salary and (ii) on or before the
day on which the Executive’s Annual 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 Annual 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, his 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 Partnership or 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 and to any accrued but unpaid Annual Bonus for a
Contract Year prior to the Contract Year in which the Executive’s employment was
terminated.  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.

     

    (d) Assignment of Life
Insurance.  Upon any termination of the
Executive’s employment hereunder, the Partnership and the Company shall, at
Executive’s option (exercisable at any time during the period commencing upon
the termination of his employment and ending 90 days thereafter), transfer the
life insurance policy described in such Section 11(b) to Executive, for no
consideration.  In addition, notwithstanding any provision of the
Partnership’s Executive Deferred Compensation Plan to the contrary but subject
to Section 23(b), all amounts in the Executive’s account under such Plan (if
there is such a Plan) shall be immediately payable to him.

     

    (e) 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.

     

    (f) Mitigation of
Damages.  In the event of any termination of the
Executive’s employment by the Partnership or 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 Partnership or the Company to the
Executive under this Agreement.

     

    10. Limitation on Severance
Benefits.

     

    (a) Notwithstanding
any other provision of this Agreement, and except as provided in paragraph
10(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 10(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.

     

    11. Insurance.

     

    (a) Officers and Directors
Fiduciary Liability Insurance:  During the Executive’s
employment hereunder, the Company shall maintain, at its expense, officers and
directors fiduciary liability insurance that would cover the Executive in an
amount of no less than $3 million per year.

     

    (b) Term Life
Insurance:  During the Executive’s employment hereunder
and for a period of ninety (90) days thereafter, the Company shall maintain in
force a term life insurance policy on the Executive in the face amount of $10
million.  If the Executive’s employment is terminated prior to the
expiration of the Contract Term (other than by reason of the Executive’s death,
a termination by the Company for Cause or a termination by the Executive without
Good Reason), the Company shall pay, prior to the expiration of the ninety (90)
period described in the preceding sentence, either to the Executive or, on
behalf of the Executive, to the issuer(s) of such life insurance policy(ies), an
amount sufficient to pay the premiums to maintain such policy(ies) in force for
the remainder of the Contract Term.

     

    The
Company shall be liable for the Company Percentage (as described in Section
7(f)) of the annual premium for such term life insurance policy and the
Partnership shall be liable for the remainder of such premium.  The
beneficiary of such insurance shall be designated, from time to time, by the
Executive in his sole and absolute discretion.

     

    12. Disputes and
Indemnification.

     

    (a) Any
dispute or controversy arising under, out of, in connection with or
in relation to this Agreement shall, at the election and upon written
demand of any party to this Agreement, be finally determined and settled by
arbitration in the City of New York, New York in accordance with the rules and
procedures of the American Arbitration Association, and judgment upon the award
may be entered in any court having jurisdiction thereof.

     

    (b) The
Partnership and/or the Company shall promptly pay pursuant to Section 7(e)
as incurred, to the full extent permitted by law, all legal fees and expenses
which the Executive may reasonably incur as a result of any contest (regardless
of the outcome thereof) by the Partnership, the Company, the Executive or others
of the validity or enforceability of, or liability under, any provision of this
Agreement.

     

    (c) The
Company and the Partnership agree that if the Executive is made a party, or
is threatened to be made a party, to any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a “Proceeding”), by reason of
the fact that he is or was a director, officer or employee of the Company or the
Partnership or is or was serving at the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    request
of the Company or the Partnership as a director, officer, member, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether or
not the basis of such Proceeding is the Executive’s alleged action in an
official capacity while serving as a director, officer, member, employee or
agent, the Executive shall be indemnified and held harmless by the Company and
the Partnership to the fullest extent legally permitted, against all cost,
expense, liability and loss (including, without limitation, attorney’s fees,
judgements, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by the Executive in
connection therewith, and such indemnification shall continue as to the
Executive even if he has ceased to be a director, officer, member, employee or
agent of the Company or the Partnership or other entity and shall inure to the
benefit of Executive’s heirs, executors and administrators.  The
Company and/or the Partnership shall advance to the Executive all reasonable
costs and expenses incurred by him in connection with a Proceeding within 20
days after receipt by them of a written request for such
advance.  Such request shall include an undertaking by the Executive
to repay the amount of such advance, without interest, if it shall ultimately be
determined that he is not entitled to be indemnified against such costs and
expenses.

     

    13. 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, personal and
legal representatives, executors, administrators, heirs, distributees, devisees,
and legatees, as applicable.

     

    14. Governing
Law.

     

    This
Agreement shall be governed, construed, interpreted and enforced in accordance
with the substantive laws of the State of North Carolina, without reference to
principles of conflicts or choice of law under which the law of any other
jurisdiction would apply.

     

    15. Validity.

     

    The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

     

    16. Notices.

     

    Any
notice, request, claim, demand, document and other communication hereunder to
any party shall be effective upon receipt (or refusal of receipt) and shall be
in writing and delivered personally or sent by telex, telecopy, or certified or
registered mail, postage prepaid, as follows:

     

    
      	
              (a)  

            	
              If
      to the Partnership, to:

            


    

    
      	
               
      

            	
              Tanger
      Properties Limited Partnership

            


    

    
      	
               
      

            	
              P.O.
      Box 10889

            


    

    
      	
               
      

            	
              3200
      Northline Avenue, Suite 360

            


    

    
      	
               
      

            	
              Greensboro,
      NC 27404

            


    

    Attn:  General
Counsel

     

    
      	
              (b)  

            	
              If
      to the Company, to:

            


    

    
      	
               
      

            	
              Tanger
      Factory Outlets Centers, Inc.

            


    

    
      	
               
      

            	
              P.O.
      Box 10889

            


    

    
      	
               
      

            	
              3200
      Northline Avenue, Suite 360

            


    

    
      	
               
      

            	
              Greensboro,
      NC 27404

            


    

    Attn:  General
Counsel

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (c)  

            	
              If
      to the Executive, to:

            


    

     

    
      	
               
      

            	
              Mr.
      Steven B. Tanger

            


    

     

    
      	
               
      

            	
              110
      East 59th St.

            


    

     

    
      	
               
      

            	
              29th
      Floor

            


    

     

    
      	
               
      

            	
              New
      York, NY 10022

            


    

     

    or at any
other address as any party shall have specified by notice in writing to the
other parties.

     

    17. Counterparts.

     

    This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original, but all of which together will constitute one and the same
Agreement.

     

    18. 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.

     

    19. Amendments;
Waivers.

     

    This
Agreement may not be modified, amended, or terminated except by an instrument in
writing, signed by the Executive, a member of the Partnership and a
disinterested director of the Company.  By an instrument in writing
similarly executed, the Executive or the Company and the Partnership may waive
compliance by the other party or parties with any provision of this Agreement
that such other party was or is obligated to comply with or perform, provided,
however, that such waiver shall not operate as a waiver of, or estoppel with
respect to, any other or subsequent failure.  No failure to exercise
and no delay in exercising any right, remedy, or power hereunder preclude any
other or further exercise of any other right, remedy, or power provided herein
or by law or in equity.

     

    20. No Effect on Other
Contractual Rights.

     

    Notwithstanding
Section 8, the provisions of this Agreement, and any other payment provided for
hereunder, shall not reduce any amounts otherwise payable to the Executive under
any other agreement between the Executive and the Partnership and the Company,
or in any way diminish the Executive’s rights under any employee benefit plan,
program or arrangement of the Partnership or the Company to which he may be
entitled as an employee of the Partnership or the Company.

     

    21. No Inconsistent
Actions.

     

    The
parties hereto shall not voluntarily undertake or fail to undertake any action
or course of action inconsistent with the provisions or essential intent of this
Agreement.  Furthermore, it is the intent of the parties hereto to act
in a fair and reasonable manner with respect to the interpretation and
application of the provisions of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    22. Legal
Fees.

     

    The
Company and/or the Partnership agree to pay all legal fees and expenses incurred
by the Executive in negotiating this Agreement promptly upon receipt of
appropriate statements therefor.

     

    23. Section
409A.

     

    (a) 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.  Notwithstanding any  provision of this Agreement to
the contrary, in the event that the Company and/or the Partnership determines
that any compensation or benefits payable or provided under this Agreement may
be subject to Section 409A, the Company and/or the Partnership 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 and/or the Partnership 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 and/or the Partnership or any of their respective
affiliates, employees or agents.

     

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

     

    (i)           No
amount shall be payable pursuant to Sections 9(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 with
respect to both the Company and the Partnership; and

     

    (ii)           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 (any such delayed commencement, a “Payment
Delay”) 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 Section 9 and Section 11, 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 (the “Delayed Payment
Date”), all payments deferred pursuant to this Section 23(b)(ii) 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. Any payment subject to the Payment Delay shall be credited with
interest for the period during which such payment is delayed pursuant to the
Payment Delay at a rate equal to the then current borrowing rate on the
Company’s unsecured line of credit that is used for daily cash management by the
Company as in effect on the date of the Executive’s “separation from service”
(the “Daily Cash
Rate”) and, to the extent any payment subject to the Payment Delay is not
paid on the Delayed Payment Date, such payment shall be credited with
interest at a rate equal two times the Daily Cash Rate for the period commencing
with the day after the Delayed Payment Date and ending on the date such payment
is made (unless such non-payment is required by applicable law, rule or
regulation, in which case such payment shall continue to be credited with
interest at the Daily Cash Rate); and

     

    (iii)           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

     

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

     

    (v)           The
reimbursement of any expense under Section 7 or Section 9 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.  The amount of any Benefits provided in one year shall not
affect the amount of Benefits provided in any other year.

    


     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.

     

    EXECUTIVE

     

     

                                    /s/ Steven B.
Tanger                       
 
                                STEVEN B.
TANGER

    


    TANGER FACTORY OUTLET CENTERS,
INC., a North Carolina Corporation

    


    
              
By:     /s/ Frank
C. Marchisello
Jr.          
           
              
  Frank C. Marchisello, Jr.

               
   Executive Vice President, Chief Financial Officer and
Secretary



    


    


    


    TANGER PROPERTIES LIMITED
PARTNERSHIP a North Carolina Limited Partnership

    


    By:  TANGER
GP TRUST, its sole General Partner

    


    


    


    By:          /s/ Frank C. Marchisello
Jr.             

                                                
Frank C. Marchisello, Jr.
                                     Vice President, Treasurer and
Assistant Secretary

                                                        

    


    


    


    The
Partnership and the Company hereby jointly and severally guarantee to the
Executive the prompt payment in full of the compensation owed hereunder by the
other.

     

    TANGER FACTORY OUTLET CENTERS,
INC., a North Carolina Corporation

    


    


                                       By:     /s/ Frank
C. Marchisello
Jr.          
                                          Frank C. Marchisello,
Jr.

                       
Executive Vice President, Chief Financial Officer and Secretary




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TANGER PROPERTIES LIMITED



    By:  TANGER
GP TRUST, its sole General Partner


    
      By:          /s/ Frank C.
Marchisello Jr.              

                                                  
Frank C. Marchisello, Jr.
                                     Vice President, Treasurer and
Assistant Secretary