8-K: Current report filing
Published on May 5, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
(Date of
earliest event reported): April 30, 2008
Tanger
Factory Outlet Centers, Inc.
Tanger
Properties Limited Partnership
(Exact
Name of Registrant as Specified in Charter)
|
North
Carolina
North
Carolina
(State
or Other Jurisdiction
of
Incorporation)
|
1-11986
33-99736-01
(Commission
File
Number)
|
56-1815473
56-1822494
(IRS
Employer
Identification
No.)
|
|
3200
Northline Avenue, Suite 360 Greensboro, NC 27408
(Address
of Principal Executive Offices, including Zip
Code)
|
|
|
Registrant's
telephone number, including area code: (336) 292-3010
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Section
5 – Corporate Governance and
Management
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
Employment Agreement For
Joseph H. Nehmen, Senior Vice President of Operations
On April
30, 2008, Tanger Properties Limited Partnership (the “Company”) entered into an
amended and restated employment agreement with Joseph H. Nehmen effective as of
January 1, 2008. The term of Mr. Nehmen’s contract expires on
December 31, 2010; however, his contract term will be automatically extended for
one additional year on January 1 of each year unless his employment is
terminated, or the Company give’s written notice to him within 180 days prior to
such January 1 that the contract term will not be automatically
extended. Mr. Nehmen’s annual base salary for 2008 will be $295,470
and for subsequent years thereafter may be an amount agreed upon by Mr. Nehmen
and the Company but may not be less than $295,470.
If Mr.
Nehmen’s employment is terminated by reason of death or disability, he or his
estate will receive as additional compensation an amount equal to his annual
base salary for the contract year in which the termination occurs and a pro rata
portion of the annual bonus that would have been payable to him for that
contract year had termination not occurred. Further, if Mr. Nehmen’s employment
is terminated by the Company without Cause, or by Mr. Nehmen for Good Reason, as
those terms are defined in the agreement, Mr. Nehmen will receive a severance
payment equal to 300% of his annual base salary for the current contract year,
to be paid in monthly or bi-weekly installments in accordance with the Company’s
regular pay schedule over the succeeding 12 months.
During
the respective term of his employment and for a period of one hundred eighty
(180) days thereafter (one year if Mr. Nehmen receives a severance payment of
300% of his annual base salary), Mr. Nehmen shall not,
|
(1)
|
engage
in activities involving the development or operation of a manufacturers
outlet shopping center which is located within a radius of fifty (50)
miles of a retail shopping facility which, within the 365 day period
ending on the date of the termination of his employment hereunder, was
owned (with an effective ownership interest of 50% or more), directly or
indirectly, by the Company or was operated by the
Company;
|
|
(2)
|
engage
in activities involving the development or operation of a manufacturers
outlet shopping center which is located within a radius of fifty (50)
miles of any site which, within the 365 day period ending on the date of
the termination of his employment hereunder, the Company or its affiliate
negotiated to acquire and/or lease for the development or operation of a
retail shopping facility;
|
|
(3)
|
engage
in activities involving the development or operation of any other type of
retail shopping facility which is located within a radius of five (5)
miles of, and competes directly for tenants with, a retail shopping
facility which, within the 365 day period ending on the date of the
termination of his employment hereunder, was (i) under development by the
Company or its affiliate; (ii) owned (with an effective ownership interest
of 50% or more), directly or indirectly, by the Company; or (iii) operated
by the Company.
|
Employment Agreement For
Lisa J. Morrison, Senior Vice President of Leasing
On April
30, 2008, Tanger Properties Limited Partnership (the “Company”) entered into an
amended and restated employment agreement with Lisa J. Morrison effective as of
January 1, 2008. The term of Ms. Morrison’s contract expires on December 31,
2010; however, her contract term will be automatically extended for one
additional year at the end of the initial term or extended term unless her
employment is terminated, or she or the Company give written notice to the other
within 180 days prior to the end of the initial term or extended term that the
contract term shall not be extended. Ms. Morrison’s annual base
salary for 2008 will be $231,500 and for subsequent years thereafter may be an
amount agreed upon by Ms. Morrison and the Company but may not be less than
$231,500.
In
addition, Ms. Morrison will be paid a bonus for the 2008 contract year, and if
approved by the Board of Directors, for each year thereafter, the lesser of (i)
one hundred percent (100%) of her annual base salary in effect on the last day
of such calendar year and (ii) an amount equal to nine and sixteen
one-hundredths percent (9.16%) of the total commissions earned by Qualified
Leasing Representatives, as that term is defined in the agreement, for such
contract year. If the amount calculated in clause (ii) above exceeds 100% of Ms.
Morrison’s annual base salary, the excess will be carried over to the next
contract year and added to the amount determined under clause (ii) in the
calculation of her annual cash bonus for the next contract year.
If Ms.
Morrison’s employment is terminated by reason of death or disability, she or her
estate will receive as additional compensation an amount equal to fifty percent
(50%) of her annual base salary for the contract year in which the termination
occurs and a pro rata portion of the annual bonus that would have been payable
to her for that contract year had termination not occurred. Further, if Ms.
Morrison’s employment is terminated by the Company without Cause, or by Ms.
Morrison for Good Reason, as those terms are defined in the agreement, Mr.
Morrison will receive a severance payment equal to the sum of (1) 100% of her
annual base salary for the current contract year and (2) the average of her
annual bonuses earned over the three consecutive preceding contract years, to be
paid in monthly or bi-weekly installments in accordance with the Company’s
regular pay schedule over the succeeding 12 months.
During
the respective term of her employment and for a period of one hundred eighty
(180) days thereafter (one year if Ms. Morrison receives a severance payment as
describe above), Ms. Morrison shall not,
|
(1)
|
engage
in activities involving the development or operation of a manufacturers
outlet shopping center which is located within a radius of fifty (50)
miles of a retail shopping facility which, within the 365 day period
ending on the date of the termination of her employment hereunder, was
owned (with an effective ownership interest of 50% or more), directly or
indirectly, by the Company or was operated by the
Company;
|
|
(2)
|
engage
in activities involving the development or operation of a manufacturers
outlet shopping center which is located within a radius of fifty (50)
miles of any site which, within the 365 day period ending on the date of
the termination of her employment hereunder, the Company or its affiliate
negotiated to acquire and/or lease for the development or operation of a
retail shopping facility;
|
|
(3)
|
engage
in activities involving the development or operation of any other type of
full price retail shopping facility which is located within a radius of
five (5) miles of, and competes directly for tenants with, a full price
retail shopping facility which, within the 365 day period ending on the
date of the termination of her employment hereunder, was (i) under
development by the Company or its affiliate; (ii) owned (with an effective
ownership interest of 50% or more), directly or indirectly, by the
Company; or (iii) operated by the
Company.
|
|
Section
9 - Financial Statements and
Exhibits
|
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
(c)
|
Exhibits
|
The
following exhibits are included with this Report:
|
Exhibit
10.8
|
Amended
and Restated Employment Agreement for Lisa J. Morrison effective as of
January 1, 2008.
|
|
Exhibit
10.9
|
Amended
and Restated Employment Agreement for Joseph H. Nehmen effective as of
January 1, 2008.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants have
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: May
5, 2008
TANGER
FACTORY OUTLET CENTERS, INC.
By:/s/ Frank C. Marchisello
Jr.
Frank
C. Marchisello, Jr.
Executive
Vice President, Chief Financial Officer and Secretary
TANGER
PROPERTIES 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
EXHIBIT
INDEX
|
|
|
Exhibit
No.
|
Exhibit
10.8
|
Amended
and Restated Employment Agreement for Lisa J. Morrison effective as of
January 1, 2008.
|
|
Exhibit
10.9
|
Amended
and Restated Employment Agreement for Joseph H. Nehmen effective as of
January 1, 2008.
|