Exhibit 10.2


 


CONSULTING AND COOPERATION AGREEMENT


 


CONSULTING
AND COOPERATION AGREEMENT, dated as of May 13, 2021 (the “Agreement”) between Mack-Cali Realty Corporation (the
“Company”), and Marshall B. Tycher (“Consultant”). References to the Company shall include
the Company’s subsidiaries or affiliates where context requires.


 


W
I T N E S S E T H:


 


WHEREAS, Consultant’s employment with the
Company ended on May 13, 2021;


 


WHEREAS, the Company desires to engage Consultant
to provide the Consulting Services (as defined below) to the Company; and


 


WHEREAS, Consultant desires to be so engaged:


 


NOW, THEREFORE, in consideration of the promises
and covenants contained herein and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are mutually
acknowledged by each party, it is agreed as follows:


 


1.            Consulting
Services.


 


(a)            During
the Term (as defined below), Consultant shall, under the oversight of the Company, assist the Company by (i) directing the completion
of the construction of projects as further described in Schedule 1, (ii) directing the land use entitlements for projects
as further described in Schedule 1, (iii) continuing to serve as Chair of the Port Imperial Property Owners Association, (iv) providing
overall guidance and oversight over the operating residential portfolio, as may be needed and requested, (v) providing such other
services as the Company reasonably may request in relation to the projects and services described in Schedule 1 and other similar
projects the Company may undertake during the term, (vi) providing the Company with requested information and advice on matters of
which Consultant has knowledge due to his prior role as an employee of the Company, (vii) meeting with Company representatives from
time to time as reasonably requested by the Company to discuss any of the preceding matters with the Company, (viii) cooperating
with the Company with respect to litigation, investigations, or governmental proceedings with respect to matters in which Consultant was
involved during his employment with the Company and any transition matters in which the Company reasonably believes that Consultant’s
cooperation would be helpful, and (vii) providing other services as reasonably and mutually agreed by Consultant and the Company
(collectively, the “Consulting Services”). Consultant shall devote so much of his time and effort as is reasonable
and adequate to perform the Consulting Services.


 


(b)            Consultant
shall comply with all directions and policies of the Company and any of its subsidiaries while performing the Consulting Services.


 


2.            Compensation.
As compensation for the Consulting Services to be provided by Consultant hereunder:


 






     


     


    

 


(a)            The
Company shall pay Consultant a monthly base fee of $33,333.34 (the “Base Consulting Fee”) over each of the first twelve
(12) months of the Term, which will be paid on approximately the fifteenth (15th) day of each month commencing in June 2021.
There will be no Base Consulting Fee for the final six (6) months of the Term.


 


(b)            Consultant
shall be eligible to receive a success fee (each, a “Success Fee”) upon the successful completion (as determined by
the Company in good faith) before the end of the relevant Performance Period of certain projects, as set forth on Schedule 2. The
Success Fee shall be payable no later than sixty (60) days following successful completion of the applicable project.


 


(c)            Pursuant
to the terms of Consultant’s applicable long-term incentive awards and as set forth in the Consultant’s Separation and Release
Agreement (the “Release”) a total of 209,343 long-term incentive award units and restricted stock units that were subject
to forfeiture in connection with the termination of Consultant’s employment are eligible to vest in accordance with this Section 2(c) as
compensation for the Consulting Services. For the avoidance of doubt, Consultant’s services during the Term shall not entitle Consultant
to any additional vesting with respect to any other equity or equity-based awards, except as expressly set forth herein.


 


(i)            On
and subject to completion of the Term, as scheduled, (i) all 12,720 outstanding Class H 2019 LTIP Units will vest pursuant to
Consultant’s 2019 Time-Based Long-Term Incentive Plan Award Agreement with the Company and Mack-Cali Realty, L.P., dated as of March 22,
2019; (ii) all 54,155 outstanding Time Restricted Stock Units will vest pursuant to Consultant’s Award Agreement with the Company
and Mack-Cali Realty, L.P., dated as of April 21, 2021; and (iii) maximum of 72,688 Class I 2020 LTIP Units pursuant to
Consultant’s 2020 Performance-Based Long-Term Incentive Plan Award Agreement with the Company and Mack-Cali Realty, L.P., dated
as of March 24, 2020, will be eligible for continued vesting in accordance with the performance criteria set forth in the applicable
award agreements following the completion of the Term based on achievement of performance. For the avoidance of doubt, the preceding will
not vest if the Term is terminated in accordance with Section 4.


 


(ii)            Certain
Long-Term Incentive Plan awards shall be eligible for continued vesting in accordance with the performance criteria set forth in the applicable
award agreements following the completion of the Term based on achievement of performance upon and subject to the successful completion
(as determined by the Company in good faith) before the end of the relevant Performance Period of certain projects, as set forth on Schedule
2.


 


3.            Term.
Unless earlier terminated in accordance with Section 4, this Agreement shall commence effective as of May 14, 2021 and
shall remain in effect until November 14, 2022 or until earlier terminated in accordance with Section 4. The period of time
during which this Agreement is in effect is referred to herein as the “Term.”


 






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4.            Termination.


 


(a)            The
Company may terminate the Term immediately (i) in the event of Consultant’s willful and material failure to use his best efforts
to substantially perform his duties, (ii) material violation of restrictive covenants as set forth in Section 7, or (iii) for
Cause (as defined in the Employment Agreement). For clauses (i) and (ii), termination may occur only after notice by the Company
specifically identifying the failure or violation and a thirty (30) day opportunity to cure.


 


(b)            Upon
termination of the Term, Consultant shall be entitled to no further compensation under this Agreement.


 


(c)            Upon
expiration or termination of the Term for any reason, Consultant shall, within fifteen (15) business days:


 


(i)            deliver
to the Company all hardware, software, tools and equipment that were provided by the Company for use by Consultant; and


 


(ii)            deliver,
or provide access, to the Company all tangible documents and materials (and any copies) containing or incorporating Confidential Information
(as defined in Consultant’s Executive Employment Agreement with Roseland Residential Trust and the Company, dated as of April 26,
2017 (the “Employment Agreement”).


 


(d)            The
terms and conditions of this Section 4 and Sections 5 through 15 hereof shall survive the termination of the
Term or this Agreement.


 


5.            Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties hereto with respect to the Consulting
Services and supersedes and merges all prior discussions, agreements and understandings of every kind and nature between them with respect
to the subject matter hereof.


 


6.            Independent
Contractor.


 


(a)            Consultant
is an independent contractor and not an employee of the Company or any of its subsidiaries. This Agreement shall not be construed to create
any partnership, joint venture, employee, or agency relationship between Consultant and the Company. Consultant shall not have any authority
to bind the Company, and Consultant shall not make any agreements or representations on the Company’s behalf without the Company’s
prior written consent.


 


(b)            Consultant
shall be solely responsible for all of Consultant’s federal, state, and local income taxes, social security taxes and all such other
withholdings. Consultant understands and agrees that he shall not be entitled to participate in any compensation, benefit or welfare plans
of the Company or any of its subsidiaries (and hereby waives any right to so participate that may exist).


 






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7.            Restrictive
Covenants. Nothing in this Agreement shall be construed as modifying, amending, or terminating any of the covenants set forth in Sections
11, 12, or 13 of the Employment Agreement, which continue in full force and effect in accordance with their terms, provided that (a) Consultant
shall be entitled to retain writings, records and other documents containing Confidential Information during the Term that are required
for the performance of his Consulting Services and (b) Section 13(a) is hereby amended to apply during the Employment Period
and through the completion of the Term, as scheduled.


 


8.            Counterparts.
This Agreement may be executed simultaneously in two or more counterparts (including in portable document format (.pdf) or other electronic
medium), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


9.            Notices.
All notices shall be sent to the parties by hand delivery or by certified or registered mail, (a) in the case of the Company, at
the address of the Company’s principal executive offices, Attention: General Counsel, and (b) in the case of Consultant, at
the Consultant’s last known address in the Company’s records. Unless hand delivered, notices shall be deemed given three (3) business
days following the date deposited in any general or branch United States Post Office or one (1) business day following the date of
delivery to a nationally recognized overnight courier service.


 


10.            Severability.
In the event that this Agreement or any provision hereof is declared invalid, unenforceable, or illegal by any court, agency, commission,
or arbitrator(s) having jurisdiction over the subject matter hereof, neither party hereto shall have any cause of action or claim
against the other by reason of such declaration of invalidity, unenforceability, or illegality; and any such declaration concerning any
provision hereof shall not affect, impair, or invalidate the remainder of this Agreement, but shall be confined in its operation to that
provision hereof only and the remainder of this Agreement shall remain in full force and effect. The parties hereto agree to substitute
the invalid, unenforceable, or illegal provision by a valid, enforceable, or legal one which corresponds to the spirit and purpose of
the invalid, unenforceable, or illegal provision to the greatest extent possible.


 


11.            Amendment.
This Agreement may not be changed, modified, or amended in any manner except by an instrument in writing signed by all parties hereto.


 


12.            Assignment.
The Company may assign its rights and delegate its obligations under this Agreement to any subsidiary of the Company or to any successor-in-interest
to its business. Except as provided in the previous sentence, neither party may assign any of its or his rights or delegate any of its
or his duties under this Agreement without the consent of the other and any attempted assignment in violation of this provision shall
be void. No assignment of rights or delegation of obligations shall relieve the Company of any of its obligations and the Company shall
continue to be liable for the performance of all of its obligations under this Agreement notwithstanding any such assignment or delegation.


 






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13.            Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.


 


14.            Waiver.
No failure or delay on the part of any party hereto in the exercise of any right hereunder in enforcing or requiring the compliance or
performance by the other party of any of the terms and conditions of this Agreement shall operate as a waiver of any such right, or constitute
a waiver of a breach of any such terms and conditions, nor shall any single or partial exercise of any such right preclude other or further
exercise thereof or of any other right, nor shall any of the aforementioned failures or delays affect or impair such rights generally
in any way. The waiver by any party of a breach of any term or condition of this Agreement by another party shall not operate as nor be
construed as a waiver of any subsequent breach thereof.


 


15.            Governing
Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey
without regard to the principles of conflict of laws. Any dispute arising under or relating to this Agreement must be brought or litigated
exclusively in the appropriate state or federal court located in the State of New Jersey. The parties agree and consent to the personal
jurisdiction and venue of the federal or state courts of New Jersey, as the case may be, for resolution of any such disputes or litigation
and waive any objections or defenses to personal jurisdiction or venue in any such proceeding before any such court. EACH PARTY HERETO
WAIVES THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTES ARISING UNDER OR RELATED TO THIS AGREEMENT OR ANY ALLEGED BREACH THEREOF.


 


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Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have signed
this Agreement as of the date first above written.


 


	 	MACK-CALI REALTY CORPORATION
	 	 
	 	By:	 /s/ Gary T. Wagner
	 	 	Name: Gary T. Wagner
	 	 	Title: General Counsel & Secretary
	 	 
	 	MACK-CALI REALTY, L.P.
	 	 
	 	By: Mack-Cali Realty Corporation, its general partner
	 	 
	 	By:	 /s/ Gary T. Wagner
	 	 	Name: Gary T. Wagner
	 	 	Title: General Counsel & Secretary
	 	 
	 	CONSULTANT
	 	 
	 	/s/ Marshall B. Tycher
	 	Name: Marshall B. Tycher