ex102.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit
10.2

    


    


    


    


    


    


    


    MACK-CALI
REALTY CORPORATION

    


    


    


    RESTRICTED
SHARE AWARD AGREEMENT

    


    


    


    [Director]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    AGREEMENT
EVIDENCING THE GRANT

    OF
A RESTRICTED SHARE AWARD PURSUANT

    TO
THE AMENDED AND RESTATED 2000 DIRECTOR STOCK OPTION PLAN

    OF
MACK-CALI REALTY CORPORATION

    


    Agreement ("Agreement")
effective as of December 8, 2009 ("Grant Date") by and between Mack-Cali Realty
Corporation (the "Company") and [___________] ("Recipient").

     

    Whereas,
pursuant to the Amended and Restated 2000 Director Stock Option Plan of
Mack-Cali Realty Corporation (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, and this
Agreement;

     

    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 One Thousand, Nine Hundred
Seventy (1,970) 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.  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 Section
2(b) 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.  All
of the Restricted Shares granted hereunder shall Vest and be deemed earned on
January 1, 2011.  Vesting of the Restricted Shares granted hereunder
is conditioned upon Recipient’s continued service with the Company as a member
of the Board of Directors through and including the Vesting Date.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

    (c)           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.

     

    (d)           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 a stock certificate 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 such certificate
for the Restricted Shares (the "Share Certificate"), 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.

     

     

    
      
         

      

      
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    (b)           Stock
Powers.  The Recipient shall execute and deliver to the
designee of the Company (the "Designee") stock powers corresponding to the Share
Certificate designating the Company as the transferee of an unspecified number
of Restricted 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 Certificate 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 Restricted 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 Restricted
Shares.  In the event that the Recipient dies after Restricted Shares
are vested but before delivery of the certificate for the vested Restricted
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.

     

     

    
      
         

      

      
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    (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
Restricted Shares to the Company upon receipt of instructions from a duly
authorized representative of the Company.

     

    4.           Termination of
Service.

     

    (a)           Termination Due to
Disability, Death or Retirement; Change in Control.  If the
Recipient’s service as a member of the Board of Directors terminates due to
Disability, death or Retirement, 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 service as a member of the Board of
Directors.  In addition, 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.  If the Recipient's service as a member of the Board of
Directors terminates prior to the Vesting Date and prior to the occurrence of a
Change in Control for reasons other than Disability, death or Retirement, any
Restricted Shares subject to this Agreement that have not been earned and vested
on the last day of the Recipient's service as a member of the Board of Directors
shall be immediately forfeited.

     

    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 Restricted Shares or cash amounts
(for fractional Restricted Shares) equal to the taxes, if any, then required by
applicable federal, state and local law to be so withheld.

     

     

    
      
         

      

      
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    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
Service.

     

    Nothing in this Agreement shall confer
on the Recipient any right to continue as a member of the Board of
Directors.

     

    8.           Notice.

     

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

     

    Mack-Cali Realty
Corporation

    P.O. Box 7817

    Edison, New Jersey  08818
-7817

    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:

    


    


    


    


    


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

    


    


    9.           Section
409A.

    


    This
Restricted Share Award Agreement is not intended to provide for an elective
deferral of compensation that would be subject to Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and the Company reserves the
right to unilaterally amend or modify this Agreement to ensure that the awards
do not become subject to the requirements of Section 409A thereof.

    


    10.           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.

     

    11.           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.  All
capitalized terms used and not otherwise defined herein shall have those
meanings ascribed to them in the Plan.

     

     

    
      
         

      

      
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    12.           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.

     

    13.           Successors.

     

    This Agreement shall be binding upon
and inure to the benefit 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:           _________________________

    Mitchell E. Hersh

    President and Chief
Executive 

                                                   
Officer

    


    


    Recipient

    


    


    ______________________________

    [Director]

    



    
      
        
          


           

        

         


      

      
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