Exhibit 10.1


 


CONSULTING AND COOPERATION AGREEMENT


 


CONSULTING AND COOPERATION AGREEMENT, dated
August 8, 2020 (the “Agreement”) between Mack-Cali Realty Corporation (the “Company”), and
Michael J. DeMarco (“Consultant”).


 


W I T N E S S E T H:


 


WHEREAS, Consultant’s employment with
the Company ended on July 24, 2020;


 


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 of this Agreement, Consultant shall, upon the request with prior reasonable notice, and at the direction,
of the Company, assist the Company by (i) 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, (ii) meeting with Company representatives (either telephonically
or in person) from time to time at such times and location as may be mutually agreed by the Company and Consultant to discuss any
such matters with the Company, (iii) 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 (iv) providing other services as agreed
by the Company and Consultant (collectively, the “Consulting Services”). Consultant shall devote so much of
his time and effort as is reasonable and adequate to perform the Consulting Services, provided that (x) such Consulting Services
shall not unreasonably interfere with Consultant’s other activities, (y) Consultant shall have the discretion to perform
such Consulting Services in a manner such that they do not unreasonably interfere with such other activities; and (z) Consultant
shall not be required to perform any Consulting Services to the extent that such performance could reasonably be expected to be
adverse to Consultant’s interests, as reasonably determined by Consultant in consultation with legal counsel.


 


(b)              
Consultant shall comply with all 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, Consultant shall
be deemed to be in “Continuous Service” (as defined in the Award Agreements (as defined below)) with the Company during
the Term (as defined below), solely for purposes of determining the number of time-based Award LTIP Units (as defined in the Award
Agreements) that 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, and 2018 Time-Based Long-Term Incentive Plan Award Agreement with the Company
and Mack-Cali Realty, L.P., dated as of April 20, 2018 (together, the “Award Agreements”). 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 whatsoever, which shall be treated in accordance with their terms based on Consultant’s
termination of employment with the Company on July 24, 2020.


 


3.            
Term. Unless earlier terminated in accordance with Section 4, this Agreement shall commence effective as of
July 25, 2020 and shall remain in effect until December 31, 2020. The period of time during which this Agreement is in effect is
referred to herein as the “Term.”


 


4.            
Termination.


 


(a)          
The Company may terminate this Agreement immediately in the event of Consultant’s material breach of this Agreement,
which remains uncured for five (5) days after the Company provides Consultant with written notice of such breach.


 


(b)          
Upon termination of this Agreement, Consultant shall be entitled to no further compensation under this Agreement, other
than as described in Section 2.


 


(c)          
Upon expiration or termination of this Agreement 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 the Company, dated as of March 13,
2019 (the “Employment Agreement”)).


 


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


 






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(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).


 


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.


 


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, (i) in the
case of the Company, at the address of the Company’s principal executive offices, Attention: General Counsel, and (ii) 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.


 






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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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blank. 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 and 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 and Secretary
	 	 	 
	 	CONSULTANT
	 	 	 
	 	/s/ Michael J. DeMarco
	 	Name: Michael J. DeMarco



 


[Signature Page
to DeMarco Consulting Agreement]