Hi BigTimeBookie,
Really sorry to hear that you encountered the issue about pop up password in Outlook 2011.
From your description, the issue is related to Outlook 2011 client problem. However, our forum doesn’t focus on that Office 2011 client issue, and we can only provide limited assistance. Therefore, I suggest you post this question in our special Office forum, and they will give you more professional answers.
Office forum: http://answers.microsoft.com/en-us/office/forum/office_365hp-office_install?auth=1
Moreover, I would like to share one similar thread about your issue with you from Office 2011 forum via the link: http://answers.microsoft.com/en-us/mac/forum/macoffice2011-macoutlook/outlook-for-mac-keeps-asking-for-password-on/cb3cbe41-8a77-4f7e-864b-1fa74e04505c
Thank you for your understanding.
Andy Sek