tfoc8k12302008ex10-5.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 (the “Effective Date”) 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 STANLEY K. TANGER (the
“Executive”).

     

    RECITALS:

     

    A.           The
Executive is the Chief Executive Officer of the Partnership, an officer of the
Company and Chairman of the Board of Directors 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,
notwithstanding the foregoing, effective January 1, 2009, the Executive shall
have Good Reason to terminate his employment pursuant to this Section (k)(1)
only upon the occurrence of a material adverse change in his title as Chairman
of the Board 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 the Greensboro, North Carolina
metropolitan area without his consent or (ii) the Executive no longer reports
directly to the Board of Directors;

     

    (3) the
relocation of the Company and/or the Partnership headquarters outside of the
Greensboro, North Carolina metropolitan area without his consent;

     

    (4) 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;

     

    (5) 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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (6) 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 Chief
Executive Officer and Chairman of the Board of Directors of the Company and
shall have such duties, functions, responsibilities and authority as are
consistent with the Executive’s position as the senior executive officer in
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), and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    provided,
however, that effective December 31, 2008, the Executive shall resign as
Chief Executive Officer and thereafter will have the title of Chairman of the
Board and will have the duties and responsibilities described in the attached
Exhibit B and
such other duties and responsibilities not inconsistent therewith as shall be
assigned to him by the Board. 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) The
Executive shall be permanently prohibited from engaging in Competition (as
defined in subsection 4(b) below) with the Partnership or the
Company.

     

    (b) The term
“Competition” for purposes of this Agreement shall mean the engagement outside
the Partnership and the Company

     

    (1) in any
material commercial real estate activities, with the exception of

     

    (i) 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 the Executive 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),

     

    (ii) the
direct or indirect passive investment in commercial real estate,
and

     

    (iii) 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 that,

     

    (2) “Competition”
shall include management, development or construction of any factory outlet
centers or competing retail commercial property or any other active or passive
investment in property connected with a factory outlet center or a competing
retail commercial property, with the exception of

     

    (i) the
activities permitted in subparagraph 4(b)(i)(A) with respect to the Excluded
Properties,

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii) the
employment under this Agreement.

     

    (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.

     

    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 $470,000.  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 monthly automobile allowance of $800,
payable at the same times Base Salary is payable hereunder.  The
Executive may apply such allowance in any manner, and shall be entitled to
retain any portion of such allowance not applied towards his automobile
expense.  The Executive shall be responsible for all automobile costs
and expenses 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 Compensation Committee 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 or Other
Employee Benefit: During the
Executive’s employment hereunder, the Company shall maintain in force a term
life insurance policy on the Executive or shall provide Executive with another
employee benefit selected by the Executive at an annual cost to the Company of
no more than $17,150.  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 Section 9(d), either to the
Executive or, on behalf of the Executive, to the issuer(s) of such life
insurance policy(ies) (if any), an amount sufficient to pay the premiums to
maintain such policy(ies) in force for the remainder of the Contract Term but in
no event more than $17,150 each Contract Year.

     

    The
Company shall be liable for the Company Percentage (as described in Section
7(f)) of the annual premium for any such term life insurance policy and the
Partnership shall be liable for the remainder of such premium.  The
beneficiary of any 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
Greensboro, North Carolina 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 is being made and executed in and is intended to be perfol sued 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.

     

    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:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If to the
Partnership, to:

    


    Tanger
Properties Limited Partnership

    P.O. Box
10889

    3200
Northline Avenue, Suite 360

    Greensboro,
NC 27404

    Attn:  General
Counsel

     

    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

    


    If to the
Executive, to:

     

    Mr.
Stanley K. Tanger

     

    P.O. Box
10889

     

    3200
Northline Avenue, Suite 360

     

    Greensboro,
NC 27404

     

    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 terns 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/ Stanley K.
Tanger           


                        Stanley K. 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
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



    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

    

     


    
      
        
           

          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

     

     

    


     

    Exhibit
A

     

    Registration Rights
Agreement

     

     

     

     

     

     

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    


    


     

    


     

    


     

    Exhibit
B

     

    Chairman of the Board Job
Description

     

     

     

     

     

     

     

     

     

     

     


    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    TANGER
FACTORY OUTLET CENTERS

    CHAIRMAN
OF THE BOARD JOB DESCRIPTION

    
      	
              RESPONSIBILITY

               

            
	
              Strategy

            	
              · As
      necessary, Chairman will participate in:

              o Developing
      Financing plans

              o Setting
      growth targets

              o Setting
      goals for executive management

              · Chairman
      will continue efforts to promote brand awareness and participate in
      Company marketing

            
	
              Acquisition/Development/New
      Investments

            	
              · As
      necessary, Chairman will participate in:

              o Representing
      the Company in negotiations

              o Sourcing
      acquisitions

              o Sourcing
      development opportunities

            
	
              Financing

            	
              · As
      necessary, Chairman will participate in:

              o Maintaining
      relationships with financial institutions

              o Facilitating
      negotiations

            
	
              Other
      Duties

            	
              · Continue
      service on Board

              · Set
      Board agendas

              · Actively
      participate in establishing Company’s strategic direction

              · Authorize
      use of corporate jet

              · As
      necessary, Chairman will participate in:

              o Company
      events

              o Any
      major transactions the Company or Board of Directors plan to
      undertake