Exhibit 10.15


EMPLOYMENT AGREEMENT


FOR


MARK YEAGER















 
  


Table of Contents


	
  1.

  	
   

  	
  Employment

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Employment Period

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Services / Place of
  Employment

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Compensation and
  Benefits

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Termination of Employment
  and Change in Control

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Compensation Upon
  Termination of Employment By the Company for Cause or By Executive without
  Good Reason  

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Compensation Upon
  Termination of Employment Upon Death or Disability

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Compensation Upon
  Termination of Employment By the Company Without Cause or By Executive for
  Good Reason  

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Change in Control

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Mitigation / Effect on
  Employee Benefit Plans and Programs

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Confidential
  Information

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Return of Documents

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Noncompete

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Remedies

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Indemnification/Legal
  Fees

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Successors and Assigns

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Timing of and No
  Duplication of Payments

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Modification or Waiver

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Notices

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Governing Law

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Severability

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Legal Representation

  	
  22

  



 



 i
 






 
  



 


	
  

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  Counterparts

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  Headings

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  Entire Agreement

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  Survival of Agreements

  	
  23

  



 



 ii















MARK YEAGER EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the
“Agreement”) is entered into as of May 9, 2006, by and between Mark
Yeager, an individual residing at 72 Fernwood Road, Summit, New Jersey 07901 (“Executive”),
and Mack-Cali Realty Corporation, a Maryland corporation with offices at 11
Commerce Drive, Cranford, New Jersey 07016 (the “Company”).


RECITALS


WHEREAS, the Company has acquired the membership interests in a group
of companies referred to collectively as The Gale Service Companies and a
portfolio of assets referred to collectively as the New Jersey Bellemead
Portfolio; and


WHEREAS, the Company desires to employ Executive in the capacity of
Executive Vice President of the Company, and Executive desires to be employed
by the Company in this capacity, pursuant to the terms set forth herein.


NOW THEREFORE, in consideration of the premises and the mutual covenants and
agreements set forth herein, the parties hereby agree as follows:


1.                                      Employment.


The Company hereby agrees to employ Executive, and Executive
hereby agrees to accept such employment during the period and upon the terms
and conditions set forth in this Agreement.


2.                                      Employment
Period.


(a)           Except as otherwise provided in this
Agreement to the contrary, the terms and conditions of this Agreement shall be
and remain in effect during the period of employment (the “Employment Period”)
established under this Paragraph 2. The initial Employment Period









 



shall be
for a term commencing on the Effective Date and ending on the third (3rd) anniversary
of the Effective Date provided,
however, that commencing on the third (3rd) anniversary of the Effective Date and
on each day thereafter, the Employment Period shall be extended automatically
for one additional day so that a constant one (1) year Employment Period
shall be in effect unless the Company or Executive elects not to extend the
term of this Agreement by giving written notice to the other party not less
than six (6) months prior to the designated expiration date, in which
case, the term of this Agreement shall become fixed for the balance of the
designated term. Any extension of this Agreement shall not create an obligation
of the Company to issue new awards to Executive hereunder. The “Effective Date”
shall be the “Closing Date” as defined in Section 2.03 of the Membership
Interest Purchase and Contribution Agreement dated March 7, 2007 by and
among Mr. Stanley C. Gale, SCG Holding Corp., Mack-Cali Realty Acquisition
Corp., and Mack-Cali Realty L.P.


(b)           Notwithstanding anything contained
herein to the contrary:  (i) Executive’s
employment with the Company may be terminated by the Company or Executive
during the Employment Period subject to the terms and conditions of this
Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a
continuation of Executive’s employment following the expiration of the
Employment Period upon such terms and conditions as the Board of Directors of
the Company (the “Board”) and Executive may mutually agree.


(c)           If Executive’s employment with the
Company is terminated, for purposes of this Agreement the term “Unexpired
Employment Period” shall mean the period commencing on the date of such
termination and ending on the last day of the Employment Period.



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3.             Services / Place of Employment.


Services. During
the Employment Period, Executive shall hold the position of Executive Vice
President of the Company. Executive shall devote his best efforts and
substantially all of his business time, skill and attention to the business of
the Company and its affiliates (other than absences due to vacation, illness,
disability or approved leave of absence), and shall perform such duties as are
customarily performed by similar executive officers and as may be more
specifically enumerated from time to time by the Chief Executive Officer; provided,
however, that the foregoing is not intended to (a) preclude
Executive from (i) owning and managing personal investments, including
real estate investments, subject to the restrictions set forth in Paragraph 13
hereof or (ii) engaging in charitable activities and community affairs, or
(b) restrict or otherwise limit Executive from conducting real estate
development, acquisition or management activities with respect to, and/or
additional investment in, those properties described in Schedule A attached
hereto (the “Excluded Properties”) provided that the performance of the
activities referred to in clauses (a) and (b) does not prevent
Executive from devoting substantially all of his business time to the Company.


4.                                      Compensation
and Benefits.


(a)           Salary. During the Employment
Period, the Company shall pay Executive a minimum annual base salary in the
amount of $370,000 (the “Annual Base Salary”) payable in accordance with the
Company’s regular payroll practices. Executive’s Annual Base Salary shall be
reviewed annually in accordance with the policy of the Company from time to
time and may be subject to upward adjustment based upon, among other things,
Executive’s performance, as determined in the sole discretion of the Chief
Executive Officer. In no event shall Executive’s Annual Base Salary in effect
at a particular time be reduced without his prior written consent.



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(b)           Incentive Compensation/Bonuses.
In addition, Executive shall be eligible for incentive compensation payable
each year in such amounts as may be determined by the Option and Executive
Compensation Committee of the Board (the “Compensation Committee”). Executive
shall be entitled to receive such bonuses, restricted share awards and options
to purchase shares of common stock, par value $0.01 per share, of the Company
(the “Common Stock”) as the Board or the Compensation Committee as the case may
be shall approve, in its sole discretion, including, without limitation,
options, restricted share awards and bonuses contingent upon Executive’s
performance and the achievement of specified financial and operating objectives.
In addition to the foregoing, Company shall pay Executive an Initial Year Bonus
on or before December 31, 2006, so long as the Executive’s employment has
not been terminated by the Company for Cause or by Executive without Good
Reason on or before such date. For the purposes of the foregoing, “Initial Year
Bonus” shall mean a single cash payment in an amount equal to $350,000.


(c)           ­Restricted Share Award/Tax Gross-Up
Payment. Pursuant to the 2000 Employee Stock Option Plan of Mack-Cali
Realty Corporation, which was effective as of September 11, 2000 (the “SOP”),
Executive will be awarded a restricted share award of ten thousand (10,000)
shares of Common Stock (collectively, the “Restricted Shares”) as of the
Effective Date, five thousand (5,000) shares of which will have a Vesting Date
of January 1, 2007 and the remaining five thousand (5,000) shares of which
will have a Vesting Date of January 1, 2008, subject to the terms of the
Restricted Share Award Agreement between Company and Executive. Upon vesting of
each portion of the Restricted Shares, Executive shall be entitled to receive a
tax gross-up payment (the “Tax Gross-Up Payment”) from the Company with respect
to each tax year in which Restricted Shares granted pursuant to the Restricted
Share



 4
 






 



Awards
vest and are distributed to him. Each Tax Gross-Up Payment shall be a dollar
amount equal to forty-three (43%) percent of the fair market value of the
Restricted Shares at time of vesting, exclusive of dividends. In the event
vesting occurs with respect to any Restricted Shares as a result of the
achievement of the required performance goals, such payment shall be made as
soon as practicable after a determination that the performance goals have been
achieved but in no event later than the 90th day of the fiscal year of the Company
immediately following the fiscal year as to which the performance goals were
achieved. In the event vesting occurs for any other reason, including, without
limitation, termination of Executive’s employment by the Company without Cause
or by Executive for Good Reason (but excluding a termination by the Company for
Cause or a voluntary quit without Good Reason by Executive), such payment shall
be made as soon as practicable after the date of vesting but in no event later
than the tenth (10th)
business day following such vesting.


(d)           Taxes and Withholding. The
Company shall have the right to deduct and withhold from all compensation all
social security and other federal, state and local taxes and charges which
currently are or which hereafter may be required by law to be so deducted and
withheld.


(e)           Additional Benefits. In
addition to the compensation specified above and other benefits provided pursuant
to this Paragraph 4, Executive shall be entitled to the following benefits:


(i)                                     participation
in the SOP, the Mack-Cali Realty Corporation 401(k) Savings and Retirement
Plan (subject to statutory rules and maximum contributions and
non-discrimination requirements applicable to 401(k) plans) and such other
benefit plans and programs, including but not limited to restricted stock,
phantom stock and/or unit awards, loan programs and any other incentive
compensation plans or programs (whether or not employee benefit



 5
 






 



plans or
programs), as maintained by the Company from time to time and made generally
available to executives of the Company with such participation to be consistent
with reasonable Company guidelines;


(ii)                                  participation
in any health insurance, disability insurance, paid vacation, group life
insurance or other welfare benefit program made generally available to
executives of the Company; and


(iii)                               reimbursement
for reasonable business expenses incurred by Executive in furtherance of the
interests of the Company including a monthly allowance of one thousand two
hundred ($1,200) dollars which is intended to cover the cost of local
business-related travel expenses exclusive of amounts paid to third-parties (e.g.
taxi service).


5.                                      Termination
of Employment and Change in Control.


(a)           Executive’s employment hereunder may
be terminated during the Employment Period under the following circumstances:


(i)                                     Cause.
The Company shall have the right to terminate Executive’s employment for Cause
upon Executive’s: (A) willful and continued failure to use best efforts to
substantially perform his duties hereunder (other than any such failure
resulting from Executive’s incapacity due to physical or mental illness) for a
period of thirty (30) days after written demand for substantial performance is
delivered by the Company specifically identifying the manner in which the
Company believes Executive has not substantially performed his duties; (B) willful
misconduct and/or willful violation of Paragraph 11 hereof, which is materially
economically injurious to the Company, its affiliates, or the partnership taken
as a whole; (C) the willful violation of the provisions of Paragraph 13
hereof; or (D) conviction of, or plea of guilty to a felony. For purposes
of this sub-paragraph 5(a), no act, or failure to act, on Executive’s
part shall be considered “willful” unless done, or omitted to be done, by him (I) not
in good faith and (II) without reasonable belief that his action or
omission was in furtherance of the interests of the Company.


(ii)                                  Death.  Executive’s employment hereunder shall
terminate upon his death.


(iii)                               Disability.
The Company shall have the right to terminate Executive’s employment due to “Disability”
in the event that there



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is a
determination by the Company, upon the advice of an independent qualified
physician, reasonably acceptable to Executive, that Executive has become
physically or mentally incapable of performing his duties under this Agreement
and such disability has disabled Executive for a cumulative period of one
hundred eighty (180) days within a twelve (12) month period.


(iv)                              Good
Reason. Executive shall have the right to terminate his employment for “Good
Reason”: (A) upon the occurrence of any material breach of this Agreement
by the Company which shall include but not be limited to an assignment to
Executive of duties materially and adversely inconsistent with Executive’s
status as Executive Vice President of the Company, or a material adverse
alteration in the nature of a diminution in Executive’s duties and/or
responsibilities, reporting obligations, titles or authority; (B) upon a
reduction in Executive’s Annual Base Salary or a material reduction in other
benefits (except for bonuses or similar discretionary payments) as in effect at
the time in question, a failure to pay such amounts when due or any other
failure by the Company to comply with Paragraph 4 hereof; or (C) upon any
purported termination of Executive’s employment for Cause which is not effected
pursuant to the procedures of sub-paragraph 5(a)(i) (and for purposes of
this Agreement, in the event of such failure to comply, no such purported
termination shall be effective).


(v)                                 Without
Cause. The Company shall have the right to terminate the Executive’s
employment hereunder without Cause subject to the terms and conditions of this
Agreement.


(vi)                              Without
Good Reason. The Executive shall have the right to terminate his employment
hereunder without Good Reason subject to the terms and conditions of this
Agreement.


(vii)                           Change
in Control. For purposes of this Agreement “Change in Control” shall mean
that any of the following events has occurred: 
(A) any “person” or “group” of persons, as such terms are used in
Sections 13 and 14 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), other than any employee benefit plan sponsored by the Company, becomes
the “beneficial owner”, as such term is used in Section 13 of the Exchange
Act, (irrespective of any vesting or waiting periods) of (I) Common Stock
or any class of stock convertible into Common Stock and/or (II) Common OP
Units or preferred units or any other class of units convertible into Common OP
Units, in an amount equal to twenty (20%) percent or more of the sum total of
the Common Stock and



 7
 






 



the Common OP
Units (treating all classes of outstanding stock, units or other securities
convertible into stock units as if they were converted into Common Stock or
Common OP Units as the case may be and then treating Common Stock and Common OP
Units as if they were a single class) issued and outstanding immediately prior
to such acquisition as if they were a single class and disregarding any equity
raise in connection with the financing of such transaction; (B) any Common
Stock is purchased pursuant to a tender or exchange offer other than an offer
by the Company; (C) the dissolution or liquidation of the Company or the
consummation of any merger or consolidation of the Company or any sale or other
disposition of all or substantially all of its assets, if the shareholders of the
Company and unitholders of the partnership taken as a whole and considered as
one class immediately before such transaction own, immediately after
consummation of such transaction, equity securities and partnership units
possessing less than fifty (50%) percent of the surviving or acquiring company
and partnership taken as a whole; or (D) a turnover, during any two (2) year
period, of the majority of the members of the Board, without the consent of the
remaining members of the Board as to the appointment of the new Board members.


(b)           Notice of Termination. Any
termination of Executive’s employment by the Company or any such termination by
Executive (other than on account of death) shall be communicated by written
Notice of Termination to the other party hereto. For purposes of this
Agreement, a “Notice of Termination” shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive’s employment under the provision so
indicated. In the event of the termination of Executive’s employment on account
of death, written Notice of Termination shall be deemed to have been provided
on the date of death.



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6.                                         Compensation
Upon Termination of Employment By the Company for Cause or By Executive without
Good Reason.


In the
event the Company terminates Executive’s employment for Cause or Executive
terminates his employment without Good Reason, the Company shall pay Executive
any unpaid Annual Base Salary at the rate then in effect accrued through and
including the date of termination, Expense Reimbursement (as hereinafter
defined) and amounts payable under Company programs in accordance with their
terms (“Applicable Benefits”). In addition, in such event, Executive shall be
entitled (i) to receive any earned but unpaid incentive compensation or
bonuses and (ii) to exercise any options which have vested and are
exercisable in accordance with the terms of the applicable option grant
agreement or plan, and (iii) to retain and/or receive any Restricted
Shares which have vested as of the last day of the Company’s fiscal year
coincident or immediately preceding Executive’s termination of employment and
the corresponding Tax Gross-Up Payment (irrespective of whether the
determination is made after Executive’s termination of employment).


Except
for any rights which Executive may have to unpaid salary amounts through and
including the date of termination (“Accrued Salary”), Expense Reimbursement,
Applicable Benefits, earned but unpaid incentive compensation or bonuses,
vested options, vested Restricted Shares and the corresponding Tax Gross-Up
Payment, the Company shall have no further obligations hereunder following such
termination. The aforesaid amounts shall be payable in full immediately upon
such termination.


7.                                      Compensation
Upon Termination of Employment Upon Death or Disability.


In
the event of termination of Executive’s employment as a result of either
Executive’s death or Disability, the Company shall pay to Executive, his estate
or his personal representative



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the aggregate of (i) a cash payment of one million
dollars ($1,000,000) in full immediately upon such termination (the “Fixed
Amount”) and (ii) reimbursement of expenses incurred prior to date of
termination (“Expense Reimbursement”). Executive (and Executive’s dependents)
shall also receive continuation of health coverage through the end of the
Unexpired Employment Period on the same basis as health coverage is provided by
the Company for active employees and as may be amended from time to time (“Medical
Continuation”).


In
addition, all (A) incentive compensation payments or programs of any
nature whether stock based or otherwise that are subject to a vesting schedule
including, without limitation, the Restricted Share Awards or any other
restricted stock, phantom stock, units and any loan forgiveness arrangements
granted to Executive (“Incentive Compensation”) shall immediately vest as of
the date of such termination (“Vested Incentive Compensation”), (B) options
granted to Executive shall immediately vest as of the date of such termination
(the “Vested Options”) and Executive shall be entitled at the option of
Executive, his estate or his personal representative, within one (1) year
of the date of such termination, to exercise the Vested Options and/or other
options which have vested (including, without limitation, all other options
which have previously vested in accordance with any applicable option grant agreement
or plan) (the “Total Vested Options”) and are exercisable in accordance with
the terms of the applicable option grant agreement or plan and/or any other
methods or procedures for exercise applicable to optionees or to require the
Company (upon written notice delivered within one hundred eighty (180) days
following the date of Executive’s termination) to repurchase all or any portion
of Executive’s vested options to purchase shares of Common Stock at a price
equal to the difference between the Repurchase Fair Market Value (as
hereinafter defined) of the shares of Common Stock for which the options to be
repurchased are exercisable and the exercise price of



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such
options as of the date of Executive’s termination of employment (the “Vested
Option Exercise Election”), and (C) the Tax Gross-Up Payment(s) applicable
to the Restricted Share Awards shall vest and be paid to Executive at such time
as provided in sub-paragraph 4(c) above (the “Vested Tax Gross-Up
Payments”). In the event of a conflict between any Incentive Compensation grant
agreement or program or any option grant agreement or plan and this Agreement,
the terms of this Agreement shall control.


Except for any rights which Executive or Executive’s estate
in the event of Executive’s death may have to all of the above including the
Fixed Amount, Vested Incentive Compensation, Total Vested Options and the
Vested Option Exercise Election, the Vested Tax Gross-Up Payment, Accrued
Salary, Accrued Benefits, Expense Reimbursement and Medical Continuation (which,
in the event of Executive’s death, shall be provided to Executive’s
dependents), the Company shall have no further obligations hereunder following
such termination.


For purposes of this Agreement, “Repurchase Fair Market Value”
shall mean the average of the closing price on the New York Stock Exchange (or
such other exchange on which the Common Stock is primarily traded) of the
Common Stock on each of the trading days within the thirty (30) days
immediately preceding the date of termination of Executive’s employment.


8.                                      Compensation
Upon Termination of Employment By the Company Without Cause or By Executive for
Good Reason.


In
the event the Company terminates Executive’s employment for any reason other
than Cause or Executive terminates his employment for Good Reason, the Company
shall pay to Executive and Executive shall be entitled to receive the aggregate
of (i) the Fixed Amount and (ii) Vested Incentive Compensation, Total
Vested Options and the Vested Option Exercise Election, the Vested Tax Gross-Up
Payment, Expense Reimbursement and Medical



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Continuation. In the event of a conflict between any
incentive Compensation grant agreement or program or any option grant agreement
or plan and this Agreement, the terms of this Agreement shall control. Executive
understands that any options exercised more than ninety (90) days following the
date of his termination of employment which were granted as incentive stock
options shall automatically be converted into non-qualified options.


Except for any rights which Executive may have to the Fixed
Amount, Vested Incentive Compensation, Total Vested Options and the Vested
Option Exercise Election, the Vested Tax Gross-Up Payment, Accrued Salary,
Accrued Benefits, Expense Reimbursement and Medical Continuation, the Company
shall have no further obligations hereunder following such termination. The
parties both agree that the agreement to make these payments was consideration
and an inducement to obtain Executive’s consent to enter into this Agreement.
The payments are not a penalty and neither party will claim them to be a
penalty. Rather, the payments represent a fair approximation of reasonable
amounts due to Executive for the Employment Period.


9.                                      Change
in Control.


(a)           Options. Any Incentive
Compensation and options granted to Executive that have not vested as of the
date of a Change in Control shall immediately vest upon the date of the Change
in Control. Neither the occurrence of a Change in Control, nor the vesting in
any options as a result thereof shall require Executive to exercise any
options. In the event of a conflict between any Incentive Compensation grant
agreement or program or any option grant agreement or plan and this Agreement,
the terms of this Agreement shall control.


(b)           Excise Tax Gross Up. If it is
determined by an independent accountant mutually acceptable to the Company and
Executive that as a result of any payment in the nature of compensation made by
the Company to (or for the benefit of) Executive pursuant to this



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Agreement
or otherwise, an excise tax may be imposed on Executive pursuant to Section 4999
of the Internal Revenue Code (or any successor provisions), the Company shall
pay Executive in cash an amount equal to X determined under the following
formula: (the “Excise Tax Gross Up”):


E x P


X = __________________________________


         1-[(FI
x (1-SLI)) + SLI + E + M]


	
  

  	
   

  	
  where

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  E

  	
   

  	
  =

  	
   

  	
  the rate at which the
  excise tax is assessed under Section 4999 of the Code (or any successor
  provisions);

  
	
   

  	
   

  	
  P

  	
   

  	
  =

  	
   

  	
  the amount with respect
  to which such excise tax is assessed, determined without regard to the Excise
  Tax Gross Up;

  
	
   

  	
   

  	
  FI

  	
   

  	
  =

  	
   

  	
  the highest effective
  marginal rate of income tax applicable to Executive under the Code for the
  taxable year in question (taking into account any phase-out or loss of
  deductions, personal exemptions or other similar adjustments);

  
	
   

  	
   

  	
  SLI

  	
   

  	
  =

  	
   

  	
  the sum of the highest
  effective marginal rates of income tax applicable to Executive under all
  applicable state and local laws for the taxable year in question (taking into
  account any phase-out or loss of deductions, personal exemptions and
  other similar adjustments); and

  
	
   

  	
   

  	
  M

  	
   

  	
  =

  	
   

  	
  the highest marginal
  rate of Medicare tax applicable to Executive under the Code for the taxable
  year in question.

  



 


With
respect to any payment in the nature of compensation that is made to (or for
the benefit of) Executive under the terms of this Agreement or otherwise and on
which an excise tax under Section 4999 of the Code (or any successor
provisions) may be assessed, the payment determined under this sub-paragraph 9(c) shall
be paid to Executive at the time of the Change in Control but prior to the
consummation of the transaction with any successor. It is the intention of the
parties that the Company provide Executive with a full tax Gross-Up under the
provisions



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of this
sub-paragraph, so that on a net after-tax basis, the result to Executive shall
be the same as if the excise tax under Section 4999 of the Code (or any
successor provisions) had not been imposed. The Excise Tax Gross Up may be
adjusted if alternative minimum tax rules are applicable to Executive.


10.                               Mitigation
/ Effect on Employee Benefit Plans and Programs.


(a)             Mitigation. Executive shall
not be required to mitigate amounts payable under this Agreement by seeking
other employment or otherwise, and there shall be no offset against amounts due
Executive under this Agreement on account of subsequent employment. Amounts
owed to Executive under this Agreement shall not be offset by any claims the
Company may have against Executive and such payment shall not be affected by
any other circumstances, including, without limitation, any counterclaim,
recoupment, defense, or other right which the Company may have against Executive
or others.


(b)           Effect on Employee Benefit
Programs. The termination of Executive’s employment hereunder, whether by
the Company or Executive, shall have no effect on the rights and obligations of
the parties hereto under the Company’s (i) welfare benefit plans
including, without limitation, Medical Continuation as provided for herein and,
health coverage thereafter but only to the extent required by law, and on the
same basis applicable to other employees and (ii) 401(k) Plan but
only to the extent required by law and pursuant to the terms of the 401(k) Plan.


11.                               Confidential
Information.


(a)           Executive understands and
acknowledges that during his employment with the Company, he will be exposed to
Confidential Information (as defined below), all of which is proprietary and
which will rightfully belong to the Company. Executive shall hold in a
fiduciary



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capacity
for the benefit of the Company such Confidential Information obtained by
Executive during his employment with the Company and shall not, directly or
indirectly, at any time, either during or after his employment with the
Company, without the Company’s prior written consent, use any of such
Confidential Information or disclose any of such Confidential Information to
any individual or entity other than the Company or its employees, attorneys,
accountants, financial advisors, consultants, or investment bankers except as
required in the performance of his duties for the Company or as otherwise
required by law. Executive shall take all reasonable steps to safeguard such
Confidential Information and to protect such Confidential Information against
disclosure, misuse, loss or theft.


(b)           The term “Confidential Information”
shall mean any information not generally known in the relevant trade or
industry or otherwise not generally available to the public, which was obtained
from the Company or its predecessors or which was learned, discovered,
developed, conceived, originated or prepared during or as a result of the
performance of any services by Executive on behalf of the Company or its
predecessors, but shall not include information in the public domain through no
wrongdoing of Executive or information given to Executive by a third party
under no duty of confidentiality to the Company. For purposes of this Paragraph
11, the Company shall be deemed to include any entity which is controlled,
directly or indirectly, by the Company and any entity of which a majority of
the economic interest is owned, directly or indirectly, by the Company.



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12.          Return of Documents.


Except for such items which are of a
personal nature to Executive (e.g., daily business planner), all
writings, records, and other documents and things containing any Confidential
Information shall be the exclusive property of the Company, shall not be copied,
summarized,  extracted from, or removed
from the premises of the Company, except in pursuit of the business of the
Company and at the direction of the Company, and shall be delivered to the
Company, without retaining any copies, upon the termination of Executive’s
employment or at any time as requested by the Company.


13.                               Noncompete.


Executive
agrees that:


(a)          During the Employment Period and, in
the event (i) the Company terminates Executive’s employment for Cause, or (ii) Executive
terminates his employment without Good Reason, for a one (1) year period
thereafter, Executive shall not, directly or indirectly, within the continental
United States, engage in, or own, invest in, manage or control any venture or
enterprise primarily engaged in any office-service, flex, or office property
development, acquisition or management activities without regard to whether or
not such activities compete with the Company. Nothing herein shall prohibit
Executive from being a passive owner of not more than five percent (5%) of the
outstanding stock of any class of securities of a corporation or other entity
engaged in such business which is publicly traded, so long as he has no active
participation in the business of such corporation or other entity. Moreover,
the foregoing limitations shall not be deemed to restrict or otherwise limit
Executive from conducting real estate development, acquisition or management
activities with respect to, or additional investment in, the Excluded
Properties, if any, provided that during the Employment



 16
 






 



Period
the performance of such activities does not prevent Executive from devoting
substantially all of his business time to the Company.


(b)          If, at the time of enforcement of this
Paragraph 13, a court shall hold that the duration, scope, area or other
restrictions stated herein are unreasonable, the parties agree that reasonable
maximum duration, scope, area or other restrictions may be substituted by such
court for the stated duration, scope, area or other restrictions and upon
substitution by such court, this Agreement shall be automatically modified
without further action by the parties hereto.


(c)          For purposes of this Paragraph 13, the
Company shall be deemed to include any entity which is controlled, directly or
indirectly, by the Company and any entity of which a majority of the economic
interest is owned, directly or indirectly, by the Company.


14.                               Remedies.


The
parties hereto agree that the Company would suffer irreparable harm from a
breach by Executive of any of the covenants or agreements contained in
Paragraphs 11, 12 or 13 of this Agreement. Therefore, in the event of the
actual or threatened breach by Executive of any of the provisions of Paragraphs
11, 12 or 13 of this Agreement, the Company may, in addition and supplementary
to other rights and remedies existing in its favor, apply to any court of law
or equity of competent jurisdiction for specific performance and/or injunctive
or other relief in order to enforce or prevent any violation of the provisions
thereof.


15.                               Indemnification/Legal
Fees.


(a)           Indemnification. In the event
the Executive is made party or threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
“Proceeding”), by reason of Executive’s employment with or serving as an
officer or director of the Company, whether or not the basis of such Proceeding
is alleged action



 17
 






 



in an
official capacity, the Company shall indemnify, hold harmless and defend
Executive to the fullest extent authorized by Maryland law, as the same exists
and may hereafter be amended, against any and all claims, demands, suits,
judgments, assessments and settlements including all expenses incurred or
suffered by Executive in connection therewith (including, without limitation, all
legal fees incurred using counsel reasonably acceptable to Executive) and such
indemnification shall continue as to Executive even after Executive is no
longer employed by the Company and shall inure to the benefit of his heirs,
executors, and administrators. Expenses incurred by Executive in connection
with any Proceeding shall be paid by the Company in advance upon request of
Executive that the Company pay such expenses; but, only in the event that
Executive shall have delivered in writing to the Company an undertaking to
reimburse the Company for expenses with respect to which Executive is not
entitled to indemnification. The provisions of this Paragraph shall remain in
effect after this Agreement is terminated irrespective of the reasons for
termination. The indemnification provisions of this Paragraph shall not
supersede or reduce any indemnification provided to Executive under any
separate agreement, or the by-laws of the Company since it is intended that
this Agreement shall expand and extend the Executive’s rights to receive
indemnity.


(b)           Legal Fees. If any contest or
dispute shall arise between the Company and Executive regarding or as a result
of any provision of this Agreement, the Company shall reimburse Executive for
all legal fees and expenses reasonably incurred by Executive in connection with
such contest or dispute, but only if Executive is successful in respect of
substantially all of Executive’s claims pursued or defended in connection with
such contest or dispute. Such reimbursement shall be made as soon as
practicable following the resolution of such contest or dispute (whether or not
appealed).



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16.          Successors and Assigns.


(a)           The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance satisfactory to Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of such succession shall be a breach of this
Agreement and shall entitle Executive to compensation from the Company in the
same amount and on the same terms as he would be entitled to hereunder if
Executive terminated his employment hereunder for Good Reason except that for
purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the date of termination. In the event of such
a breach of this Agreement, the Notice of Termination shall specify such date
as the date of termination. As used in this Agreement, “Company” shall mean the
Company as hereinbefore defined and any successor to all or substantially all
of its business and/or its assets as aforesaid which executes and delivers the
agreement provided for in this Paragraph 16 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law. Any cash
payments owed to Executive pursuant to this Paragraph 16 shall be paid to
Executive in a single sum without discount for early payment immediately prior
to the consummation of the transaction with such successor.


(b)          This Agreement and all rights of
Executive hereunder may be transferred only by will or the laws of descent and
distribution. Upon Executive’s death, this Agreement and all rights of
Executive hereunder shall inure to the benefit of and be enforceable by
Executive’s beneficiary or beneficiaries, personal or legal representatives, or
estate, to the extent any such



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person
succeeds to Executive’s interests under this Agreement. Executive shall be
entitled to select and change a beneficiary or beneficiaries to receive any
benefit or compensation payable hereunder following Executive’s death by giving
the Company written notice thereof. If Executive should die following the date
of termination while any amounts would still be payable to him hereunder if he
had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to such person or
persons so appointed in writing by Executive, including, without limitation,
under any applicable plan, or otherwise to his legal representatives or estate.


17.                               Timing
of and No Duplication of Payments.


All
payments payable to Executive pursuant to this Agreement shall be paid as soon
as practicable after such amounts have become fully vested and determinable. In
addition, Executive shall not be entitled to receive duplicate payments under
any of the provisions of this Agreement.


18.                               Modification
or Waiver.


No
amendment, modification, waiver, termination or cancellation of this Agreement
shall be binding or effective for any purpose unless it is made in a writing
signed by the party against whom enforcement of such amendment, modification,
waiver, termination or cancellation is sought. No course of dealing between or
among the parties to this Agreement shall be deemed to affect or to modify,
amend or discharge any provision or term of this Agreement. No delay on the
part of the Company or Executive in the exercise of any of their respective
rights or remedies shall operate as a waiver thereof, and no single or partial
exercise by the Company or Executive of any such right or remedy shall preclude
other or further exercise thereof. A waiver of right or



 20
 






 



remedy
on any one occasion shall not be construed as a bar to or waiver of any such
right or remedy on any other occasion.


The
respective rights and obligations of the parties hereunder shall survive the
Executive’s termination of employment and termination of this
Agreement to the extent necessary for the intended preservation of such rights
and obligations.


19.                               Notices.


All notices or other communications
required or permitted hereunder shall be made in writing and shall be deemed to
have been duly given if delivered by hand or delivered by a recognized delivery
service or mailed, postage prepaid, by express, certified or registered mail,
return receipt requested, and addressed to the Chief Executive Officer of the
Company or Executive, as applicable, at the address set forth above (or to such
other address as shall have been previously provided in accordance with this
Paragraph 19).


20.                               Governing
Law.


This
Agreement will be governed by and construed in accordance with the laws of the
State of New Jersey except as to Paragraph 15(a), without regard to principles
of conflicts of laws thereunder.



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21.          Severability.


Whenever possible, each provision and
term of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision or term of this Agreement
shall be held to be prohibited by or invalid
under such applicable law, then, subject to the provisions of Paragraph 13(b) above,
such provision or term shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating or affecting in any manner
whatsoever the remainder of such provisions or term or the remaining provisions
or terms of this Agreement.


22.                               Legal
Representation.


Each of
the Company and Executive have been represented by counsel with respect to this
Agreement.


23.                               Counterparts.


This Agreement may be executed in
separate counterparts, each of which is deemed to be an original and both of
which taken together shall constitute one and the same agreement.


24.                               Headings.


The
headings of the Paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute a part hereof and shall not affect the
construction or interpretation of this Agreement.


25.                               Entire
Agreement.


This
Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all other prior agreements and undertakings,
both written and oral, among the parties with respect to the subject matter
hereof.



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26.          Survival of Agreements.


The covenants made in Paragraphs 5
through 15 and 21 each shall survive the termination of this Agreement.


*              *              *              *


IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.


	
   

  	
  MACK-CALI REALTY CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: /s/ 

  	
  Mitchell E.
  Hersh

  
	
   

  	
   

  	
  Mitchell E.
  Hersh

  
	
   

  	
   

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mark Yeager

  
	
   

  	
   

  	
  Mark Yeager

  



 



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