Exhibit 10.16


MACK-CALI REALTY CORPORATION


RESTRICTED
SHARE AWARD AGREEMENT


MARK
YEAGER









 



 


AGREEMENT EVIDENCING THE
GRANT

OF A RESTRICTED SHARE AWARD PURSUANT

TO THE EMPLOYEE STOCK OPTION PLAN

OF MACK-CALI REALTY CORPORATION


AGREEMENT
(“Agreement”) is made and entered into this 9th day of May, 2006 to be
effective as of the Grant Date as defined herein, by and between Mack-Cali
Realty Corporation (the “Company”) and Mark Yeager (the “Recipient”) .


WHEREAS,
pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation
which was effective September 11, 2000 (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
Employment Agreement dated as of May 9, 2006 by and between the Company and the
Recipient (the “Employment Agreement”), and


WHEREAS,
upon the vesting of Restricted Shares, the Recipient is also entitled to
receive a tax gross-up from the Company under the terms of the Employment
Agreement to enable the Recipient to retain as many shares of Common Stock as
possible,


NOW THEREFORE,
the parties hereto hereby agree as follows:


1.             Award of Shares of Restricted Stock.


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
10,000 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. The Grant Date shall be the Effective Date as



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defined
in the Employment Agreement. Except for defined terms set forth in Section 4
below, capitalized terms not otherwise defined in this Agreement shall be as
defined in the Plan.


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 Sections 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 10,000 Restricted Shares
may vest in the Recipient on a year by year basis over a two- to four-year
Vesting Period. The number of Restricted Shares which have been vested and
earned on each Vesting Date on a year by year basis as a result of the Annual
Performance Targets specified in Section 2(c) below being satisfied
is as follows:


 




	
  

  	
  Restricted Shares

  	
   

  	
   

  	
  Vesting Date

  	
   

  
	
   

  	
   

  
	
  5,000

  	
  January 1,
  2007

  
	
  5,000

  	
  January 1,
  2008

  






 


(c)           Annual Performance Targets. (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



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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.



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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. Prior to Vesting, 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
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 before delivery of the
certificate, 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



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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.


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, death, for
Good Reason or a termination initiated by the Company without Cause, 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 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, 2010 for reasons other than
Disability, death, a termination initiated by the Company without Cause or for
Good Reason or as a result of a Change in Control, any Restricted Shares
subject to this Agreement that have not been earned and vested prior to the
Recipient’s



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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, 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, President and Chief
Executive Officer



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Any
notice to the Recipient hereunder shall be in writing addressed to 72 Fernwood
Road, Summit, New Jersey, 07901, 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 thereof.


(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 anyone 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.



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12.          Successors.


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


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

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Recipient

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mark Yeager

  
	
   

  	
   

  	
  Mark Yeager

  



 



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