tfoc8k12302008ex10-7.htm


    AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     

    THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into and made effective as
of December 29, 2008 between TANGER PROPERTIES LIMITED
PARTNERSHIP, a North Carolina Limited Partnership, (the “Company”) and
FRANK C. MARCHISELLO,
Jr., a resident of North Carolina, (“Marchisello”).

     

    RECITALS

     

    A. Company
and Marchisello entered into an employment agreement dated as of January 1,
2004 (the “Existing Employment Contract”).

     

    B. The
Company and Marchisello wish to modify and amend the Existing Employment
Contract as provided herein.

     

    NOW
THEREFORE, in consideration of the promises contained herein and other valuable
consideration, the parties agree as follows:

     

    1. Certain
Definitions.

     

    (a) “Annual Base Salary”
is defined in Section 5(a).

     

    (b) “Annual Bonus” is
defined in Section 5(b).

     

    (c) “Benefits” is defined
in Section 5(b)(iv).

     

    (d) “Cause”:  For
purposes of this Agreement, the Company shall have “Cause” to terminate
Marchisello’s employment hereunder upon (i) Marchisello 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 Tanger Factory Outlet
Centers, Inc. (the “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 Marchisello 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 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.

     

    (f) “Disability” shall
mean the absence of Marchisello from Marchisello’s duties to the Company
and/or TFOC 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
Company and acceptable to Marchisello or Marchisello’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”:  Marchisello 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;

     

    (2) if, after
a Change of Control, either the principal duties of Marchisello are
required to be performed at a location other than the Greensboro, North Carolina
metropolitan area without his consent;

     

    (3) a
material breach of this Employment Agreement by the 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 of Marchisello’s written demand for payment thereof; or

     

    (4) if
Marchisello elects to terminate his employment by written notice to the
Company within the 180 day period following a Change of Control.

     

    (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) Marchisello’s
employment by the Company is continued under this Agreement, which
supercedes and replaces the Existing Employment Contract, during the Contract
Term (as defined below) upon the terms and conditions herein provided, unless
Marchisello’s employment is terminated earlier as provided in Section 6
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) Marchisello’s employment has been earlier terminated as
provided in Section 6 or (ii) the Company gives written notice to
Marchisello one hundred eighty (180) days prior to the Extension Date that the
Contract Term shall not be automatically extended.  For purposes of
illustration, if Marchisello’s employment has not been terminated as provided in
Section 6 and if the Company has not given written notice to Marchisello 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, Marchisello’s employment may be
terminated (other than upon expiration) only as provided in
Section 6.  References herein to the “Contract Term” shall refer
to the Initial Contract Term as extended pursuant to this
Section 2.

     

    3. Position and
Duties.  Marchisello
shall serve in the following manner:

     

    (a) During
Marchisello’s employment hereunder, he shall serve as:

     

    (1) an
executive employee of the Company and shall report to a designated senior
executive officer of the Company, and

     

    (2) the
Executive Vice President and Chief Financial Officer of TFOC and shall have
such duties, functions, responsibilities and authority as are consistent with
those positions.

     

    4. Competition

     

    (a) Marchisello
shall be prohibited from engaging in Competition (as defined in subsection
4(b) below) with the Company or TFOC during the following described
periods:  (i) during the period beginning on the date hereof and
extending through the date on which Marchisello’s employment hereunder is
terminated; (ii) if Marchisello’s employment is terminated by the Company
for Cause or by Marchisello without Good Reason, from the date of such
termination through the date of the first anniversary of such termination date
and (iii) if Marchisello receives the Severance Payment described in
Section 7(a) because of a termination of his employment by the Company without
Cause or by Marchisello 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 Marchisello’s employment hereunder,
the term “Competition” for purposes of this Agreement shall mean Marchisello’s
management, development or construction of any factory outlet centers or
competing retail commercial property outside the Company and TFOC or any other
active or passive investment in property connected with a factory outlet center
or a competing retail commercial property outside the Company and TFOC, with the
exception of

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    (2) 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(b

     

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

     

    (c) Marchisello
covenants that a breach of subsection 4(a) above would immediately and
irreparably harm the Company and TFOC and that a remedy at law would be
inadequate to compensate the Company and TFOC for their losses by reason of such
breach and therefore that the Company and/or TFOC 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 Marchisello from committing any violation of
subsection 4(a) above, and Marchisello hereby consents to the issuance of such
injunction.

     

    5. Compensation and Related
Matters.  During
Marchisello’s employment hereunder, Marchisello shall be paid the compensation
and shall be provided with the benefits described below:

     

    (a) Annual Base
Salary.  Marchisello’s annual base compensation
(“Annual Base Salary”) payable with respect to the Contract Year ending
December 31, 2004 shall be $275,000.00.  The amount of Annual
Base Salary payable to Marchisello with respect to each Contract Year thereafter
shall be an amount negotiated between and agreed upon by Marchisello and the
Company but in no event less than Marchisello’s Annual Base Salary for the prior
Contract Year.

     

    (b) Annual
Bonus.  As additional compensation for services
rendered, Marchisello 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.

     

    (c) Benefits.  Marchisello
shall be entitled to (i) receive stock options (incentive or
nonqualified) under the Company’s Unit Option Plan; (ii) participate in the
Company’s 401(k) Savings Plan; (iii) receive vacation during each Contract
Year in accordance with the policy of the Company; and (iv) participate in
or receive benefits under any employee benefit plan or other arrangement made
available by the Company to any of its employees generally and for which
Marchisello is eligible (collectively “Benefits”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) Expenses.  Subject
to Section 10(b)(v), the Company shall promptly reimburse Marchisello for
all reasonable travel and other business expenses incurred by Marchisello
in the performance of his duties to the Company hereunder.

     

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

     

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

     

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

     

    (c) Cause.  The
Company may terminate Marchisello’s employment hereunder for
Cause.

     

    (d) Good
Reason.  Marchisello may terminate his employment for
Good Reason.

     

    (e) Without
Cause.  The Company may terminate Marchisello’s
employment hereunder without Cause upon 30 days notice.

     

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

     

    (g) Notice of
Termination.  Any termination of Marchisello’s employment
hereunder by the Company or Marchisello (other than by reason of Marchisello’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
Marchisello’s employment under the provision indicated and (iii) specifies
the effective date of the termination.

     

    7. Severance
Benefits

     

    (a) Termination without Cause or
for Good Reason:  If Marchisello’s employment shall be
terminated (i) by the Company other than for Cause (as defined above) or
(ii) by Marchisello for Good Reason (as defined above), then subject to
Section 10(b), the Company shall pay Marchisello an amount equal to 300% of the
sum of (x) his Annual Base Salary and (y) (B) his Deemed Annual
Bonus for the Contract Year in which the termination occurs.  Such
amount shall be paid in equal consecutive installments, in accordance with the


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Company’s
regular pay schedule and subject to Section 10(b)(iv), over a 36 month
period beginning on the effective date of the termination of Marchisello’s
employment.  For these purposes, Marchisello’s Deemed Annual Bonus for
any Contract Year shall be the greater of (i) his Average Annual Bonus for
that Contract Year and (ii) his Annual Bonus for the prior Contract
Year.  Marchisello’s Average Annual Bonus for a Contract Year shall be
an amount equal to the sum of all Annual Bonuses earned by Marchisello 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 Marchisello’s Annual Bonus or
Average Annual Bonus for a Contract Year, the amount of any share-based award
under the Incentive Award Plan that Marchisello is required to recognize as
income for federal income tax purposes in a Contract Year shall be included as
part of Marchisello’s Annual Bonus for that Contract Year.

     

    (b) Termination by Death or
Disability.  Subject to Section 10(b), upon the termination
of Marchisello’s employment by reason of his death or Disability, the
Company shall pay to Marchisello 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 for the Contract Year within which
such termination occurs and (ii) on or before the day on which
Marchisello’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 Marchisello 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 7(b) shall not limit the
entitlement of Marchisello, his estate or beneficiaries to any disability or
other benefits then available to Marchisello under any life, disability
insurance or other benefit plan or policy which is maintained by the Company for
his benefit.

     

    (c) Termination for Cause or
Without Good Reason.  If Marchisello’s employment is
terminated by the Company for Cause or by Marchisello without Good Reason,
Marchisello shall be entitled to all Annual Base Salary and all Benefits accrued
through the date of termination.  Such accrued compensation shall be
paid in accordance with the Company’s ordinary pay 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 Marchisello’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
Marchisello’s employment by the Company, Marchisello shall not be required
to seek other employment to mitigate damages, and any income earned by
Marchisello from other employment or self-employment shall not be offset against
any obligations of the Company to Marchisello under this Agreement.

     

    8. Limitation on Severance
Benefits

     

    (a) Notwithstanding
any other provision of this Agreement, and except as provided in paragraph
8(b) below, payments and benefits to which Marchisello would otherwise be
entitled under the provisions of this Agreement will be reduced (or
Marchisello shall make reimbursement of amounts previously paid) to the extent
necessary to prevent Marchisello 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 Marchisello would otherwise be entitled to receive.  The
extent to which the payments or benefits to Marchisello are to be reduced
pursuant to paragraph 8(a) will be determined by the accounting firm servicing
the Company on the date that Marchisello’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 Marchisello 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 8(b).  When the final determination is made, the
Company shall pay Marchisello any additional amounts that may be due or
Marchisello shall reimburse the Company for any estimated amounts paid to
Marchisello that were in excess of the amount payable hereunder.

     

    9. Miscellaneous

     

    9.1 Binding on
Successors.  This Agreement shall be binding upon and
inure to the benefit of the Company and Marchisello and their respective
successors, assigns, personal and legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees, as
applicable.

     

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

     

    9.3 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.

     

    9.4 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 Company, to:

            


    

     

    
      	
               
      

            	
              Mr.
      Stanley K. Tanger

            


    

     

    
      	
               
      

            	
              Tanger
      Properties Limited Partnership

            


    

     

    
      	
               
      

            	
              3200
      Northline Avenue, Suite 360 or

            


    

     

    
      	
               
      

            	
              P.O.
      Box 10889

            


    

     

    
      	
               
      

            	
              Greensboro,
      NC 27408

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (b)  

            	
              If
      to Marchisello, to:

            


    

     

    
      	
               
      

            	
              Mr.
      Frank C. Marchisello, Jr.

            


    

     

    
      	
               
      

            	
              600
      Brookfield Drive

            


    

     

    
      	
               
      

            	
              Gibsonville,
      NC 27249

            


    

     

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

     

    9.5 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.

     

    9.6 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 Marchisello by 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.

     

    9.7 Amendments;
Waivers. This Agreement may not be modified, amended, or
terminated except by an instrument in writing, signed by Marchisello and the
Company.  By an instrument in writing similarly executed, Marchisello
or the Company may waive compliance by the other party 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.

     

    9.8 No Effect on Other
Contractual Rights.  Notwithstanding Section 6, the
provisions of this Agreement, and any other payment provided for hereunder,
shall not reduce any amounts otherwise payable to Marchisello under any other
agreement between Marchisello and the Company, or in any way diminish
Marchisello’s rights under any employee benefit plan, program or arrangement of
the Company to which he may be entitled as an employee of the
Company.

     

    9.9 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.

     

    10. 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 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
Marchisello 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 Marchisello or any other individual to the Company or any
of its 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 7(a) or (b) unless the termination
of Marchisello’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 the Company; and

     

    (ii)           If
Marchisello 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 Marchisello 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 7, is required in order to avoid a prohibited
distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of
Marchisello’s termination benefits shall not be provided to Marchisello prior to
the earlier of (A) the expiration of the six-month period measured from the date
of Marchisello’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 Marchisello’s death.  Upon the earlier of
such dates, all payments deferred pursuant to this Section 10(b)(ii) shall be
paid in a lump sum to Marchisello, and any remaining payments due under the
Agreement shall be paid as otherwise provided herein; and

     

    (iii)           The
determination of whether Marchisello 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, Marchisello’s right to receive installment
payments pursuant to Sections 7(a) or (b) shall be treated as a right to receive
a series of separate and distinct payments; and

     

    (v)           The
reimbursement of any expense under Section 5 or Section 7 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 or caused this Agreement to be
executed as of the day and year first above written.

     

    TANGER PROPERTIES LIMITED
PARTNERSHIP, a North Carolina Limited Partnership

    


    


    By:  TANGER
GP TRUST, its sole General Partner

    


    


    By:      /s/ Stanley K.
Tanger                                                

    Stanley
K. Tanger, Chief Executive Officer

    and
Chairman of the Board

    


    


    


      /s/ Frank C. Marchisello
Jr                                                          
(SEAL)

    FRANK C.
MARCHISELLO, JR.