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Exhibit 10.10    
  


 
 

MACK-CALI REALTY CORPORATION    
    
    RESTRICTED SHARE AWARD AGREEMENT    
    
    ROGER W. THOMAS    
  









 
 

AGREEMENT EVIDENCING THE GRANT
  OF A RESTRICTED SHARE AWARD PURSUANT
  TO THE EMPLOYEE STOCK OPTION PLAN
  OF MACK-CALI REALTY CORPORATION    
  


        Agreement ("Agreement") effective as of January 2, 2003 ("Grant Date") by and between Mack-Cali Realty Corporation (the
"Company") and Roger W. Thomas ("Recipient"). 


        Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was originally effective
August 31, 1994 and amended and restated as of December 1, 1998 (the "Plan"), the Company hereby awards shares of the Company's common stock, par value $.01 per share ("Common Stock") to
the Recipient subject to such terms, conditions, and restrictions (hereinafter, "Restricted Share Award") as set forth in the Plan, this Agreement, and the Second Amended and Restated Employment
Agreement dated as of July 1, 1999 by and between the Company and Recipient (the "Employment Agreement"); 


        Now Therefore, the parties hereto hereby agree as follows: 


        1.    Award of Shares of Restricted Stock.    



        (a)    Award.    Pursuant to the Plan, the Committee hereby awards to the Recipient, effective as of the Grant Date, a
Restricted Share Award representing the conditional receipt of 24,000 shares of Common Stock ("Restricted Shares") at no out-of-pocket cost to the Recipient subject to the
terms, conditions and restrictions set forth herein. Except for the defined terms set forth in Section 4 below, capitalized terms not otherwise defined in this Agreement shall be as defined in
the Plan. 


        (b)    Employment Agreement.    The provisions of the Plan and this Agreement are subject to the terms of the
Recipient's Employment Agreement. 


        2.    Award Restrictions.    


        (a)    General Rules.    Ownership of Restricted Shares shall not vest in the Recipient, and shall be subject to
forfeiture until the conditions of Section 2(b) and (c) or Section 4 are fully satisfied. For purposes of this Agreement, the following concepts shall be defined as follows:
(i) the lapse of restrictions on the Recipient's rights with respect to the Restricted Shares granted hereunder shall be referred to as "Vesting"; (ii) the period between the Grant Date
and the date of Vesting shall be referred to as the "Vesting Period"; and (iii) the date Vesting occurs shall be referred to as the "Vesting Date." 


        (b)    Vesting.    An aggregate of 24,000 Restricted Shares may vest in the Recipient on a year by year basis over a
five to seven year Vesting Period. The number of Restricted Shares initially scheduled to be vested and earned on each Vesting Date on a year by year basis provided the Annual Performance Targets
specified in Section 2(c) below are satisfied is as follows: 



	Restricted Shares
 
	 	Vesting Date

	3,600	 	January 1, 2004
	3,600	 	January 1, 2005
	4,800	 	January 1, 2006
	6,000	 	January 1, 2007
	6,000	 	January 1, 2008






        (c)    Performance Goals.    (i) The Restricted Shares shall vest on the applicable Vesting
Date on a year by year basis provided that the Annual Performance Targets (as hereinafter defined) for the calendar year ending on the last day of the Company's fiscal year immediately preceding such
Vesting Date are met. The "Annual Performance Targets" shall mean the annual performance targets for each applicable calendar year as determined by the Executive Compensation and Option Committee of
the Company's Board of Directors and communicated to the Recipient no later than the last day of the first calendar quarter of the applicable calendar year; and (ii) In the event that the
Annual Performance Targets for any calendar year are not satisfied so that the Restricted Shares do not vest on 





 




the Vesting Date on which they were scheduled to vest had the Annual Performance Targets been met, such Restricted Shares that failed to vest on such Vesting Date shall vest on any subsequent Vesting
Date provided that the Annual Performance Targets for a subsequent calendar year are met. If any Restricted Shares remain unvested as of January 1, 2008, Annual Performance Targets shall be set
for the 2008 calendar year and if any Restricted Shares have not vested by January 1, 2009, Annual Performance Targets shall be set for the 2009 calendar year. The Vesting Date applicable to
the 2008 calendar year is January 1, 2009 and for the 2009 calendar year is January 1, 2010. Any Restricted Shares that have not been earned and vested by January 1, 2010 shall
automatically be canceled or forfeited. 


        (d)    Lapse of Restrictions.    Upon the Vesting of Restricted Shares, the Recipient shall own the Shares free and
clear of all restrictions imposed by this Agreement and the Recipient shall be free to hold or dispose of such Shares in his discretion, subject to applicable federal and state law or regulations. 



        (e)    Prohibition Against Assignment.    During the Vesting Period, the Restricted Shares may not be transferred or
encumbered by the Recipient by means of sale, assignment, mortgage, transfer, exchange, pledge, or otherwise. The levy of any execution, attachment, or similar process upon the Restricted Shares shall
be null and void. 


        3.    Stock Certificates.    


        (a)    Certificates.    Restricted Shares shall be evidenced by one or more stock certificates registered in the name
of the Recipient or a nominee or nominees therefor. As soon as practicable following the date hereof, the Company shall prepare and issue separate certificates for the Restricted Shares scheduled to
vest in each year (the "Share Certificates"), which shall be registered in the name of the Recipient or a nominee and which shall bear such restrictive legend or legends (if any) as the Company may
deem necessary or desirable under any applicable law. 


        (b)    Stock Powers.    The Recipient shall execute and deliver to the designee of the Company (the "Designee") stock
powers corresponding to the Share Certificates designating the Company as the transferee of an unspecified number of Shares, which stock powers may be completed by the Designee as specified herein.
The Recipient and the Company each waive the requirement that the signature of the Recipient on the stock powers be guaranteed. Upon receipt of a copy of this Agreement and the stock powers, each
signed by the Recipient, the Designee shall promptly notify the proper officers of the Company and the Share Certificates and stock powers shall be held by the Company in accordance with the terms of
this Agreement. 


        (c)    Effect of Vesting.    Upon Vesting, the Company shall cause to be delivered to the Recipient (i) a
certificate for the Shares which have vested free and clear of restrictive legends and (ii) any stock powers signed hereunder by the Recipient remaining in its possession related to the vested
Shares. In the event that the Recipient dies after Shares are vested but before delivery of the certificate for the vested Shares, such certificate shall be delivered to, and registered in the name
of, the Recipient's beneficiary or estate, as the case may be. 


        (d)    Rights of Stockholder.    Except as otherwise provided in Section 2 and this Section 3, during
the Vesting Period and after the certificates for the Restricted Shares have been issued, the Recipient shall be entitled to all rights of a stockholder of the Company, including the right to vote and
the right to receive dividends, with respect to the Restricted Shares subject to this Agreement. Subject to applicable withholding requirements, if any, dividends on the Restricted Shares shall be
paid to the Recipient when earned and payable. 


        (e)    Power of Designee.    The Designee is hereby authorized by the Recipient to utilize the stock power delivered
by the Recipient to transfer all forfeited Shares to the Company upon receipt of instructions from a duly authorized representative of the Company. 


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        4.    Termination of Employment; Change in Control.    


        (a)    Termination Due to Disability, Death or for Good Reason; Change in Control.    Unless otherwise provided in the
Employment Agreement and notwithstanding any provision of the Plan to the contrary, if the Recipient terminates employment with the Company due to Disability (as defined in the Employment Agreement),
death, for Good Reason (as defined in the Employment Agreement) or a termination initiated by the Company without Cause (as defined in the Employment Agreement), all Restricted Shares subject to this
Agreement and held by, or on behalf of, the Recipient shall be deemed earned and vested as of the Recipient's last day of employment with the Company. In addition, unless otherwise provided in the
Employment Agreement and notwithstanding any provision of the Plan to the contrary, all Restricted Shares subject to this Agreement and held by the Recipient on the date a Change in Control (as
defined in the Employment Agreement) occurs shall be deemed earned and vested as of such date. 


        (b)    Termination for Any Other Reason.    Unless otherwise provided in the Employment Agreement, if the Recipient's
employment with the Company terminates prior to January 1, 2008 and prior to the occurrence of a Change in Control for reasons other than Disability, death, a termination initiated by the
Company without Cause or by Recipient for Good Reason, any Restricted Shares subject to this Agreement that have not been earned and vested prior to the Recipient's termination of employment shall be
immediately forfeited on the last day of the Recipient's employment with the Company. 


        5.    Withholding.    


        In
connection with the delivery of any stock certificates, or the making of any payment in accordance with the provisions of this Agreement, to the extent not otherwise paid by or on
behalf of the Recipient, the Company shall withhold Shares or cash amounts (for fractional Shares) equal to the taxes then required by applicable federal, state and local law to be so withheld. 



        6.    Adjustments for Capital Changes.    


        In
the event of any change in the outstanding shares of Common Stock of the Company by reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar corporate change, or other increase or decrease in such shares effected without receipt or payment of
consideration by the Company, a duly authorized representative of the Company shall adjust the number of Restricted Shares granted pursuant to the Plan and this Agreement to prevent dilution or
enlargement of the rights granted to the Recipient. 


        7.    No Right to Continued Employment.    


        Nothing
in this Agreement shall confer on the Recipient any right to continue as an employee of the Company or in any way affect the Company's or any subsidiary's right to terminate the
Recipient's employment at any time. 


        8.    Notice.    


        Any
notice to the Company hereunder shall be in writing addressed to: 



Mack-Cali
Realty Corporation

11 Commerce Drive

Cranford, New Jersey 07016 


Attn:    Mitchell
E. Hersh

Chief Executive Officer 




        Any
notice to the Recipient hereunder shall be in writing addressed to: 



Mr. Roger
W. Thomas

[Intentionally Omitted] 



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        or
such other address as the Recipient shall notify the Company in writing. 


        9.    Entire Agreement; Effect of Employment Agreement.    



        (a)    Entire Agreement.    This Agreement contains the entire understanding of the parties and shall not be modified
or amended except in writing and duly signed by each of the parties hereto. No waiver by either party of any default under this Agreement shall be deemed a waiver of any later default hereunder. 


        (b)    Effect of Employment Agreement.    In the event the Employment Agreement with the Company contains additional
rights, duties and/or obligations with respect to the Recipient, such terms and conditions shall govern the Recipient's Restricted Share Award as if
such terms and conditions had been set forth herein; and in the event of any conflict or inconsistency between the terms of the Employment Agreement or this Agreement, the terms and conditions of the
Employment Agreement shall control. 


        10.    Construction.    


        The
various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing
force and effect of the remaining provisions. 


        11.    Governing Law.    



        This
Agreement shall be governed by the laws of the State of New Jersey applicable to contracts made, and to be enforced, within the State of New Jersey. 


        12.    Successors.    


        This
Agreement shall be binding upon and inure to the benefit of the successors, assigns and heirs of the respective parties. 


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        In Witness Whereof, the parties hereto have executed this Agreement to be effective on the date first above written. 



	 	 	Mack-Cali Realty Corporation
	

 	
 	
By:	

/s/  MITCHELL E. HERSH      
 Mitchell E. Hersh

Chief Executive Officer
	

 	
 	
Recipient
	

 	
 	
/s/  ROGER W. THOMAS      
 Roger W. Thomas




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Exhibit 10.10


MACK-CALI REALTY CORPORATION RESTRICTED SHARE AWARD AGREEMENT ROGER W. THOMAS



AGREEMENT EVIDENCING THE GRANT OF A RESTRICTED SHARE AWARD PURSUANT TO THE EMPLOYEE STOCK OPTION PLAN OF MACK-CALI REALTY CORPORATION