LISA J. MORRISON AMENDED AND RESTATED EMPLOYMENT AGREEMENT Effective as of January 1, 2006
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AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
Effective
as of January 1, 2006
This
Agreement is entered into and made effective as of January 1, 2006 (the
“Effective Date”) between TANGER
PROPERTIES LIMITED PARTNERSHIP
(the
“Company”) and ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ (the
“Executive”). The Company and the Executive are sometimes referred to
individually as a “Party” and collectively as the “Parties”.
RECITALS
A. The
Company and Executive entered an employment agreement effective as of June
1,
2001 which was amended and restated as of January 1, 2002 and January 1,
2005.
B. The
Parties intend to modify, amend and restate the employment contract as provided
herein.
Now
therefore in consideration of the foregoing recitals and the promises contained
herein the Parties agree as follows:
1. EMPLOYMENT
AND DUTIES.
1.1 Employment.
During
the Contract Term (as defined herein), the Company will employ the Executive
and
the Executive will serve the Company as a full-time employee upon and subject
to
the terms and conditions of this Agreement. The Executive’s employment hereunder
may be terminated before the end of the Contract Term only as provided in
Section 5 of this Agreement.
1.2 Position
and Responsibilities.
Executive has been elected to serve as Senior Vice President - Leasing and,
during the Executive’s employment hereunder, her primary duties, functions,
responsibilities and authority will be to oversee the Company’s leasing
activities. Further, Executive shall perform such other duties as are assigned
to her by the Chief Executive Officer, the Chief Operating Officer and/or
the
Board of Directors.
1.3 Time
and Effort.
During
the Contract Term, Executive shall be employed on a full-time basis and shall
devote her best efforts and substantially all of her attention, business
time
and effort (excluding sick leave, vacation provided for herein and reasonable
time devoted to civic and charitable activities) to the business and affairs
of
the Company.
2. PERIOD
OF EMPLOYMENT.
2.1 Initial
Term.
(a) Initial
Term.
The
period of employment pursuant to this Agreement shall begin on January 1,
2006
and shall extend to the close of business on December 31, 2007 (the "Initial
Term"), unless earlier terminated as provided in Section 5 or extended as
provided in this Section 2. Calendar year 2006 and each calendar year thereafter
during the Contract Term is sometimes herein referred to as a “Contract
Year”.
(b) Extended
Term.
In a
writing executed by both parties, prior to the end of the Initial Term or
any
Extended Term, the Contract Term may be extended for additional one year
periods
beginning on the anniversary of the Effective Date (sometimes herein referred
to
as an “Extended Term”) upon such terms and conditions as the parties may agree.
References herein to the "Contract Term" of this Agreement shall refer to
the
Initial Term as extended pursuant to this Section.
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3.
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COMPENSATION
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3.1 Base
Salary.
As
compensation for Executive’s services performed pursuant to this Agreement,
Company will pay her an “Annual Base Salary” of $210,000.00 for the Contract
Year beginning January 1, 2006. The Annual Base Salary shall be paid in equal
installments in arrears in accordance with Company's regular pay
schedule.
3.2 Bonus
Compensation.
For the
Contract Year beginning January 1, 2006, in addition to her Annual Base Salary,
Executive will be paid an annual bonus (“Annual Bonus”) in an amount equal to
the lesser of (i) seventy-five percent (75%) of Executive’s Annual Base Salary
in effect on the last day of such Contract Year and (ii) an amount equal
to the
total “Qualifying Bonus Compensation” (as defined below) of “Qualified Leasing
Representatives” (as defined below) paid with respect to that Contract Year
divided by the number of Qualified Leasing Representatives for that Contract
Year (with a Qualified Leasing Representative employed for less than the
full
Contract Year included as a fraction equal to the fraction of the Contract
Year
that he or she was a Qualified Leasing Representative).
For
purposes of this Agreement the following terms shall have the meanings set
forth
below:
“Qualified
Leasing Representative”, with respect to any Contract Year, shall mean (i) a
person who was employed by the Company as a leasing representative and reported
to Executive for at least six months during that Contract Year and (ii) a
person
hired during such Contract Year for a special leasing project who is designated
as a Qualified Leasing Representative by the Company by notice to Executive
within thirty (30) days of the commencement of such person’s employment. For
purposes of this Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ will not be considered a “Qualified
Leasing Representative”.
“Qualifying
Bonus Compensation”, with respect to any Contract Year, shall mean the amount by
which (i) the commissions payable to Qualified Leasing Representatives with
respect to that Contract Year computed as a percentage of average annual
tenant
rents (net of tenant allowances) in accordance with the Company’s bonus
compensation plan exceeds (ii) the base compensation of such Qualifying Leasing
Representatives for that Contract Year.
For
purposes of illustration only, if this Section 3.2 had been in effect for
the
calendar year 2005, Executive’s bonus for that calendar year would have been as
follows:
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Year
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Qualifying
Bonus Compensation
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Qualifying
Leasing Representatives
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Executive’s
Bonus
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2005
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$443,431
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5
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$88,686
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3.3
Subsequent
Contract Years.
The
Annual Base Salary and Bonus Compensation for each calendar year after calendar
year 2006 shall be set by the Company’s Executive Compensation Committee but
shall not be less than an Annual Base Salary of $210,000.00.
4. EMPLOYEE
BENEFITS.
4.1 Executive
Benefit Plans.
The
Executive shall participate in the employee benefit plans (including group
medical and dental plans, a group term life insurance plan, a disability
plan
and a 401(k) Savings plan) generally applicable to employees of the Company,
as
those plans may be in effect from time to time.
4.2 Expenses.
The
Company shall promptly reimburse the Executive for necessary and reasonable
travel and other business expenses required to be incurred by the Executive
in
the performance of her duties for the Company hereunder. Executive shall
observe
and comply with the Company’s policies with respect to such reimbursements as in
effect from time to time. At least monthly, Executive will submit such records
and paid bills supporting the amount of the expenses incurred and to be
reimbursed as the Company shall reasonably request or as shall be required
by
applicable laws.
4.3 Vacation.
Executive shall have four (4) weeks of paid vacation during each calendar
year;
provided however, no more than five business days may be taken consecutively.
Unused vacation may not be carried over to another year and will be lost
if not
taken.
5. TERMINATION
OF EMPLOYMENT.
Executive's employment by the Company hereunder shall be terminated prior
to the
end of the Contract Term upon the occurrence of any of the following
events:
(a) If
the
Company and Executive mutually agree to terminate the employment;
(b) Upon
the
disability of Executive. "Disability" for these purposes shall mean Executive's
inability through physical or mental illness or other cause to perform any
of
the material duties assigned to her by the Company for a period of ninety
(90)
days or more within any twelve consecutive calendar months;
(c) By
either
party in the event of a material breach by the other party of any of that
other
party's obligations under this Agreement which breach is not cured or waived
within
thirty
(30) days after written notice thereof is delivered to the breaching
party;
(d) By
Company, if Executive is convicted of a felony or engages in conduct or activity
that has, or in the Company's reasonably held belief will have, a material
adverse effect upon Company's business or future prospects;
(e) Upon
Executive's death.
Upon
termination of Executive's employment, Executive shall be entitled to receive
only the compensation accrued but unpaid for the period of employment prior
to
the date of such termination of employment and shall not be entitled to
additional compensation.
6. AGREEMENT
NOT TO COMPETE.
(a) Covenant
Against Competition.
Executive agrees that during Executive's employment and for a period of three
months after the termination of her employment by Company, Executive shall
not,
directly or indirectly, as an employee, employer, shareholder, proprietor,
partner, principal, agent, consultant, advisor, director, officer, or in
any
other capacity, engage in activities involving the development or operation
of a
factory outlet shopping facility within a radius of fifty (50) miles of any
retail shopping facility owned, operated or managed by the Company at any
time
during Executive's employment hereunder.
(b) Disclosure
of Information.
Executive acknowledges that in and as a result of her employment hereunder,
she
will be making use of, acquiring and/or adding to confidential information
of a
special and unique nature and value relating to such matters as financial
information, terms of leases, terms of financing, financial condition of
tenants
and potential tenants, sales and rental income of shopping centers, marketing
budgets and expenditures, marketing contracts and arrangements and other
specifics about Company's development, financing, construction and operation
of
retail shopping facilities. Executive covenants and agrees that she shall
not,
at any time during or following the term of her employment, directly or
indirectly, divulge or disclose for any purpose whatsoever any such confidential
information that has been obtained by, or disclosed to, her as a result of
her
employment by Company.
(c) Reasonableness
of Restrictions.
(1) Executive
has carefully read and considered the foregoing provision of this Section,
and,
having done so, agrees that the restrictions set forth in this Section,
including but not limited to the time period of restriction set forth in
the
covenant against competition are fair and reasonable and are reasonably required
for the protection of the interests of Company and its officers, directors
and
other employees.
(2) In
the
event that, notwithstanding the foregoing, any of the provisions of this
Section
shall be held invalid or unenforceable by a court of competent jurisdiction,
the
remaining provisions thereof shall nevertheless continue to be valid and
enforceable as though the invalid or unenforceable parts had not been included
herein. In the
event
that any provision of this Section relating to the time period and/or the
areas
of restriction shall be declared by a court of competent jurisdiction to
exceed
the maximum time period or areas such court deems reasonable and enforceable,
the time period and/or areas of restriction deemed reasonable and enforceable
by
the court shall become and thereafter be the maximum time period and/or
areas.
(d) Consideration.
The
Executive’s promises in this Section not to compete with the Company and not to
disclose information obtained during her employment by the Company are made
in
consideration of the Company's agreement to pay the compensation provided
for
herein for the period of employment provided herein. Such promises by Executive
constitute the material inducement to Company to employ Executive for the
term
and to pay the compensation provided for in this Agreement and to make and
to
continue to make confidential information developed by Company available
to
Executive.
(e) Company's
Remedies.
Executive covenants and agrees that if she shall violate any of her covenants
or
agreements contained in this Section, the Company shall, in addition to any
other rights and remedies available to it at law or in equity, have the
following rights and remedies against Executive:
(1) The
Company shall be relieved of any further obligation to Executive under the
terms
of this agreement;
(2) The
Company shall be entitled to an accounting and repayment of all profits,
compensation, commissions, remunerations or other benefits that Executive,
directly or indirectly, has realized and/or may realize as a result of, growing
out of or in connection with, any such violation; and
(3) Company
shall be entitled to an injunction to prevent or restrain the breach or
violation of the agreements contained herein by the Executive or by the
Executive's partners, agents, representatives, servants, employees and/or
any
and all persons directly acting for or with the Executive.
The
foregoing rights and remedies of the Company shall be cumulative and the
election by the Company to exercise any one or more of them shall not preclude
the Company's exercise of any other rights described above or otherwise
available under applicable principals of law or equity.
7. MISCELLANEOUS.
7.1 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.
7.2 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.
7.3 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:
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If
to Executive, to:
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If
to Company, to:
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▇▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Tanger
Properties Limited Partnership
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P.O.
Box 10889 [27404]
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or
at any
other address as any party shall have specified by notice in writing to the
other parties.
7.4 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.
IN
WITNESS WHEREOF, the parties have executed this Agreement in duplicate originals
as of the day and year first above written.
TANGER
PROPERTIES LIMITED PARTNERSHIP,
a North
Carolina Limited Partnership (Company)
By:
___________________________________
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇,
President
________________________________
(SEAL)
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇,
Executive