Exhibit 10.1


EXECUTION COPY


 


MACK-CALI REALTY CORPORATION


 


July 24, 2020


 


MAG Partners 2.0 LLC


c/o MaryAnne Gilmartin


 


RE: Interim CEO Appointment


 


Dear MaryAnne:


 


As we have discussed, this letter memorializes
the terms and conditions of Mack-Cali Realty Corporation’s (the “Company”) engagement of MAG Partners
2.0 LLC, a Delaware limited liability company (“Consultant”), to make you, MaryAnne Gilmartin (“Principal”),
available to serve as the interim Chief Executive Officer (“Interim CEO”) of the Company. Principal shall be
the exclusive provider of services to the Company on behalf of Consultant, and shall devote substantially all of her business time
and attention to the performance of the Interim CEO role, but, without limitation of the foregoing, Principal may continue to engage
in the following outside activities (notwithstanding any conflict of interest policy or similar policy): (i) business activities
with MAG Partners, LP (both existing and future business opportunities, but in any case, subject to the provisions under “Non-Competition,”
below), (ii) Brooklyn Academy of Music Board of Trustees, (iii) REBNY (executive committee), (iv) member of the board of directors
of Jefferies Group, (v) NYPR (public radio) Trustee, (vi) unwinding the business and operations of L&L MAG LLC and (vii) MODUS
(advisor to the start-up).


 


Term: The Company hereby engages
Consultant, effective as of July 25, 2020 (the “Effective Date”), and continuing until the earliest to occur
of (i) the commencement of employment of a permanent Chief Executive Officer of the Company, (ii) the date that is six (6) months
following the Effective Date, or an earlier or later date selected by the Board of Directors of the Company (the “Board”),
and (iii) Principal’s death, disability (as determined by the Board), or termination of the engagement by Consultant for
any reason (which shall include Principal’s resignation as Interim CEO) (the “Term”), in the case of clauses
(i) and (ii) of this sentence subject to any continued payment of the Retainer as required under “Cash Compensation”
below. During the Term, Consultant shall make Principal available to, and Principal hereby agrees to serve as, Interim CEO of the
Company, reporting directly to the Board. Consultant and Principal acknowledge and agree that Principal, in her individual capacity,
and not Consultant, shall have authority as Interim CEO to sign documents on behalf of the Company (including, without limitation,
any Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings with the Securities
and Exchange Commission, or as may be required under applicable law or stock exchange regulation), and neither Consultant nor any
other representative of Consultant shall have any such authority. Such signing authority will be limited by the authority prescribed
to Principal by the Board and the Company’s charter, by-laws, other organizational documents, and applicable law. Principal
will continue to serve as Chair of the Board during the Term.


 


Cash Compensation: During the
Term, the Company shall pay Consultant cash compensation of $150,000 per month, paid on the Company’s normal payroll
schedule and prorated for any partial month (the “Retainer”); provided, that if the Board
terminates the Term other than for Cause (as defined in the Award Agreement (as defined below)) prior to the date that is
three (3) months following the Effective Date, then the Company shall continue to pay the Retainer to Consultant through the
end of such three (3)-month period.


 






     


     


    

 


Equity Grant: Effective as of the
date first set forth above, the Board has granted Consultant an award of stock options to purchase shares of the Company’s
common stock, subject to the terms and conditions of the award agreement attached to this letter (the “Award Agreement”),
as follows:


 


		·	Stock options to purchase up to 230,000 shares, with an exercise price equal to the fair market
value of the Company’s common stock on the date of grant (the “Regular Options”).



 


		·	Stock options to purchase up to 100,000 shares, with an exercise price equal to $20.00 per share
(the “Premium Options”).



 


The above stock options have a term
of 10 years from the date of grant and are fully vested as of the date of grant; however, the stock options (and any shares
of common stock received upon exercise of any stock options) will be forfeited without consideration (other than a return of
cash actually used to pay the exercise price of the options, if applicable, but not in an amount greater than the then fair
market value of the stock) if (x) the Term ends because (i) the Board has terminated Principal’s appointment as Interim
CEO for Cause (as defined in the Award Agreement), or (ii) Consultant terminates this engagement with the Company (which
shall be deemed to occur if Principal resigns her appointment as Interim CEO) prior to the date that is six (6) months
following the Effective Date (other than due to a material breach of this letter agreement by the Company, or Principal being
appointed as the permanent Chief Executive Officer of the Company), or (y) the Insurance Condition (as defined below) is not
satisfied. In addition, the award of 57,505 of the Regular Options and all of the Premium Options (together, the
“Approval-Subject Options”) is expressly contingent upon, and none of the Approval-Subject Options may be
exercised prior to, approval by the Company’s stockholders at or before the Company’s 2021 Annual Meeting of
Stockholders of an amendment to the Company’s 2013 Incentive Stock Plan to increase the number of shares available for
issuance thereunder by an amount at least sufficient to cover the Approval-Subject Options, and if such approval is not
obtained, the Approval-Subject Options shall be forfeited in their entirety for no consideration. The Company acknowledges
and agrees that it will put forth such a shareholder proposal at or before such 2021 Annual Meeting and will recommend that
its shareholders approve such proposal (and will cause the shares to be acquired upon exercise of the Regular Options and
Premium Options to be covered under an effective Form S-8 Registration Statement). In addition, if a Change in Control (as
defined in the Company’s 2013 Incentive Stock Plan) is consummated prior to the date of such shareholder approval, and
the Approval-Subject Options have not otherwise been forfeited as described above, then upon the consummation of such Change
in Control, such Approval-Subject Options shall be canceled and in lieu thereof Consultant shall be entitled to receive a
cash payment equal to the sum of (1) the product of (x) the number of shares underlying the portion of the Regular Option
included in the Approval-Subject Options that is outstanding as of immediately prior to such Change in Control, multiplied
by (y) the excess, if any, of the per share price of the consideration received by holders of the Company’s common
stock in such Change in Control over the exercise price of the Regular Options, and (2) the product of (x) the number of
shares underlying the portion of the Premium Option that is outstanding as of immediately prior to such Change in Control, multiplied
by (y) the excess, if any, of the per share price of the consideration received by holders of the Company’s common
stock in such Change in Control over the exercise price of the Premium Options; provided, however, that if either of clauses
(1) or (2) above would be a negative number, such clause that otherwise would be a negative number shall be deemed to equal
$0.00 for purposes of determining the amount payable to Consultant.


 






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Sign-On Bonus and Completion Bonus:
In addition to the compensation set forth above, the Company will pay Consultant a one-time cash sign-on bonus of $300,000 within
three (3) business days following satisfaction of the Insurance Condition. In addition, the Company will pay Consultant an additional
one-time cash bonus of $200,000 within three (3) business days after the end of the Term (and if the Term has not ended as of March
10, 2021, such $200,000 bonus will be paid on March 12, 2021), unless the Term has been terminated by the Board for Cause (as defined
in the Award Agreement).


 


Business Expenses: Reasonable and
necessary business expenses incurred by Consultant or Principal in the performance of Principal’s duties as Interim CEO will
be reimbursed under the Company’s expense reimbursement policies and procedures, subject to approval of such expenses by
the Board (or a committee thereof).


 


Director Compensation During Term:
Consultant and Principal expressly acknowledge and agree that neither Consultant nor Principal shall receive any additional fees
or other compensation (excluding (i) reimbursements consistent with the immediately preceding section, (ii) equity awards previously
granted and (iii) the cash portion of any director fees attributable to periods prior to the Effective Date, such as meeting fees
and the pro-rata portion of any cash retainers) for Principal’s service on the Board (e.g., as a director or Chair of the
Board, or for any activities on any Board committee), or on the Roseland Residential Trust board of directors, during the Term,
and that the compensation set forth in this letter is the only compensation from the Company to which Consultant and Principal
shall be entitled during the Term.


 


Independent Contractor Relationship;
Withholding: Each of the Company, Consultant, and Principal expressly intend that Consultant’s services hereunder, and
Principal’s services as Interim CEO, are rendered as an independent contractor and not as an employee of the Company or any
of its subsidiaries. Therefore, Consultant expressly acknowledges and agrees that Consultant is solely responsible for payment
of any and all taxes payable in connection with the compensation and benefits to be paid or provided to Consultant as set forth
herein, and that the Company shall not withhold any such taxes from such compensation and benefits. Consultant hereby agrees to
indemnify and hold the Company harmless from and against any such taxes, including any interest or penalties related to or in connection
with any failure to withhold such taxes.


 


Non-Competition: During the
Term, neither Consultant nor Principal shall, directly or indirectly (including, without limitation, through MAG Partners LP
or any other entity), engage in or invest in any development projects in the State of New Jersey. In addition, each of
Consultant and Principal acknowledge and agree that, (i) if Consultant desires to engage in any activity in New Jersey during
the Term that would be prohibited by the immediately preceding sentence, whether directly or indirectly (including, without
limitation, through MAG Partners LP), Consultant and Principal shall present such business opportunity to the Board in
writing for good faith consideration of whether such opportunity should appropriately be pursued by the Company, such
determination to be made within fifteen (15) business days following such presentation, (ii) if the Board determines that
such opportunity will be pursued by the Company, Consultant and Principal will immediately cease pursuit of such opportunity
and (iii) if the Board determines that such opportunity will not be pursued by the Company, Consultant and Principal (through
MAG Partners LP or otherwise) may pursue such opportunity, notwithstanding the non-competition restriction in the immediately
preceding sentence.


 






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Certain Specific Representations and
Covenants: Principal represents and warrants to the Company that she is the sole owner of all outstanding equity interests
of Consultant, and covenants that she will not assign, transfer, pledge, hypothecate, sell, or otherwise dispose of any such equity
interests during the Term, and will otherwise remain the sole owner of all equity interests of Consultant throughout the Term.
Consultant and Principal each represent, warrant, and covenant to the Company that, during the Term, neither Consultant nor Principal
will engage in any business activity that conflicts with the business of the Company or its subsidiaries. Consultant and Principal
each represent and warrant that Consultant entering into this letter will not result in the breach by Consultant or Principal of
any agreement to which either is a party or by which either is bound. Consultant further covenants that, within sixty (60) days
following the Effective Date, Consultant will present written evidence to the Board that Consultant has secured reasonable directors’
and officers’ insurance coverage and errors and omissions insurance (the “Insurance Condition”).


 


Legal Fees: The Company will reimburse
Consultant for up to $10,000 in legal fees incurred in connection with the negotiation of the terms of the engagement set forth
herein (including the Award Agreement). Such reimbursement will be paid to Consultant promptly following Consultant’s submission
of an invoice for such legal fees from Consultant’s attorney.


 


Miscellaneous: This letter, together
with the Award Agreement, contains all of the understandings and agreements between Consultant, Principal, and the Company pertaining
to the subject matter of this letter, and supersedes all prior and contemporaneous agreements and understandings between the parties
hereto regarding the subject matter hereof (including, without limitation, any term sheet). The terms of this letter may not be
modified except in a writing signed by Consultant, Principal, and the Company. The headings in this letter are inserted for convenience
only, and do not form a part of the agreement contained herein. This letter will be governed by and construed in accordance with
the laws of the State of New Jersey, without regard to principles of conflicts of law thereunder. This letter may be executed in
one or more counterparts (including, without limitation, in .pdf or other electronic format), all of which when taken together
shall constitute one and the same agreement. The Company shall cause the Principal to be covered under its Directors & Officers
insurance policies, and shall provide coverage to Principal under the indemnification and advancement of expenses provisions of
its governing documents, in each case, with respect to actions or omissions by Principal as the Company’s Interim CEO.


 


Code Section 409A: The parties
intend that this letter agreement will be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”). To the extent that any provision of this letter agreement is ambiguous as to its
compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply
with, or are exempt from, Section 409A of the Code. Each payment pursuant to this letter agreement is intended to constitute
a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). All reimbursements shall be paid as soon
as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year
immediately following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or
reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses
eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject to
liquidation or exchange for another benefit.


 


Please sign and return to the Company a
copy of this letter to confirm agreement with the terms set forth above.


 


*         *         *         *         *


 


[signature page follows]





 






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	Sincerely,	 
	 	 
	MACK-CALI REALTY CORPORATION	 
	 	 
	By:	/s/ Gary T. Wagner	 
	Name: Gary T. Wagner	 
	Title: General Counsel and
    Secretary	 
	 	 
	ACKNOWLEDGED AND AGREED:	 
	 	 
	CONSULTANT:	 
	 	 
	MAG PARTNERS 2.0 LLC	 
	 	 
	/s/ MaryAnne Gilmartin	 
	By: MaryAnne Gilmartin	 
	Title:	 
	 	 
	PRINCIPAL:	 
	 	 
	/s/ MaryAnne Gilmartin	 
	MaryAnne Gilmartin	 
	 	 
	Attachments: Award Agreement	 




 


[Signature Page to MAG Partners Letter
Agreement]