Employment Offer Letter between Glimcher Realty Trust and George “Buck” Sappenfield, Sr. (May 2005)

Exhibit 10.106

May 9, 2005

Mr. George “Buck” Sappenfield, Sr.
5150 E. Dublin-Granville Rd
Westerville, OH 43081

Dear Buck:

On behalf of Glimcher Realty Trust (the “Company”), I am pleased to offer you the position of Senior Vice President, Leasing & Asset Management, pursuant to the provisions outlined below. I am confident that you will find your employment experience with our Company very challenging and rewarding.

START DATE:
May 23, 2005 or sooner.

SALARY:
$325,000/year

SIGNING BONUS:
You will receive a signing bonus of $25,000 upon commencement of your employment with the Company.

BONUS:
In your position as Senior Vice President, Leasing & Asset Management, which position would be considered an executive officer of the Company, you will be entitled to participate in the Company’s 2005 Executive Bonus Plan, as same may be established and modified from time to time by the Executive Compensation Committee of the Board of Trustees of the Company. Based on the parameters established for 2005, this position would be eligible for a 20% bonus upon achievement of the earnings target. This bonus will be paid as if you were employed as of January 1, 2005.

STOCK OPTIONS:
You will be eligible to participate in the Company’s stock option plan as same may be established and modified from time to time by the Board of Trustees of the Company. When you begin employment, you will be granted 15,000 stock options. In addition, option grants will be made annually each March at the discretion of the Board of Trustees of the Company. Options are granted at fair market value on the grant date as determined in accordance with the plan. Options vest ratably over three years and expire ten years after the grant date.

RESTRICTED STOCK:
Upon commencement of your employment, 5,000 shares of restricted stock will be issued to you. You will have the benefit of receiving dividends attributable to these shares upon their issuance, but the transfer restrictions on the stock will lapse in three equal annual installments over a period of three years commencing on the first anniversary of the grant date. In addition, it is anticipated that restricted stock grants will be made annually at the discretion of the Board of Trustees of the Company.

GROUP BENEFITS: (Medical, Dental, Life, Disability)
The effective date of your group benefits will be the first of the month following your date of hire. A copy of the benefit summary is enclosed.

Buck Sappenfield
May 9, 2005
Page 2

401K:
You will be eligible to participate in the Company’s 401k plan the first day of the fiscal quarter after six months of service. The Company provides a cash match of 50% of the first 4% of the participant’s contribution, subject to ERISA limitations. Participants are 100% vested in the employee match after five years of service. You will also have the opportunity to rollover funds from another qualified plan in order to take advantage of any of the 13 investment options we offer prior to your eligible participation date.

VACATION:
You will be eligible for four (4) weeks vacation per year.

CONTINUING EDUCATION:
Please refer to Section 6.11 of the Management Handbook with respect to professional organizations. The Company would reimburse you for continuing education and certification fees accordingly.

NACC MEMBERSHIP:
The Company will allow you usage of a corporate membership throughout your employment. Any expenses relating to client entertainment will be reimbursed by the Company. All membership dues and personal expenses will be your responsibility.

CHANGE OF CONTROL:
Your position will be subject to a written agreement relating to severance benefits upon a change in control. This offer is contingent upon your execution of such a written agreement and the approval of the agreement by the Company’s Board of Trustees.

EXECUTIVE COMPENSATION COMMITTEE APPROVAL:
The terms and provisions of this letter are subject to the approval of the Executive Compensation Committee of the Company. Upon acknowledgment of the provisions of this letter, a resolution containing the terms hereof shall be submitted to the Executive Compensation Committee for review and approval.

STATUS:
This position is classified as exempt and subject to all terms and conditions of employment as outlined in the Management Handbook, a copy of which is attached hereto.

Please be advised that per Company policy your employment status is at-will and that nothing herein changes, alters, or modifies this status, and further that no company representative other than the Executive Committee of the Board of Trustees is authorized to enter into any written or oral agreement contrary to this policy.

This offer is contingent upon the receipt of a satisfactory criminal background check.

We would appreciate your quick response in acknowledging the terms and conditions of this offer. By signing below you also acknowledge that no promise or agreement not expressed in this letter has been made to you and that this letter contains all the terms of employment which have been offered to you by the Company.

Buck Sappenfield
May 9, 2005
Page 3

Buck, we are very excited about offering you this opportunity with our Company. If you have further questions about any of the contents in this letter, please do not hesitate to contact me.

Sincerely,

Michael P. Glimcher
Chief Executive Officer & President

Cc: Cindy Hilsheimer/SC Search Consultants

AGREED AND ACKNOWLEDGED BY:

Enclosures