Exhibit 10.1


 


MACK-CALI REALTY CORPORATION

RESTRICTED SHARE AWARD AGREEMENT

[EMPLOYEE]


 


AGREEMENT EVIDENCING THE GRANT

OF A RESTRICTED SHARE AWARD PURSUANT

TO THE 2000 EMPLOYEE STOCK OPTION PLAN

OF MACK-CALI REALTY CORPORATION


 


AGREEMENT (“Agreement”) effective as of December 4, 2008 (“Grant Date”) by
and between Mack-Cali Realty Corporation (the “Company”) and
[                        ]
(“Recipient”).


 


WHEREAS, pursuant to the 2000 Employee 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
[                      ]
shares of Common Stock (“Restricted Shares”) at no out-of-pocket costs 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.  Notwithstanding that ownership of
Restricted Shares is fully vested in the Recipient as of the Grant Date, the
Restricted Shares granted hereunder may not be disposed of on or prior to, and
shall not be transferable until the first day following the six month
anniversary of the Grant Date (the “Holding Period”).


 


(b)           Vesting.  All
[                        ]
Restricted Shares granted hereunder shall be fully vested in the Recipient on
the Grant Date.


 


(c)           Expiration of the Holding Period.  Upon the expiration of the Holding
Period, the Recipient shall own the Restricted Shares free and clear of all
restrictions imposed by this Agreement and the Recipient shall be free to hold
or dispose of such Restricted Shares in his discretion, subject to applicable
federal and state law or regulations.


 

















 


(d)           Prohibition Against Assignment.  During the Holding 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 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 a certificate for the Restricted Shares, 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.


 


(b)           Effect of the Expiration of the Holding
Period.  Upon the
expiration of the Holding Period, the Company shall cause to be delivered to
the Recipient a certificate for the Restricted Shares free and clear of
restrictive legends.  In the event that the Recipient dies before delivery
of the certificate for the unrestricted 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.


 


(c)           Rights of Stockholder.  Except as otherwise provided in Section 2
and this Section 3, during the Holding 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.


 


4.             Termination of Employment.


 


A
termination of the Recipient’s employment with the Company for any reason on or
prior to the expiration of the Holding Period shall have no effect on the
obligations of the Company under this Agreement.  In the event that the
Recipient’s employment with the Company is terminated for any reason on or
prior delivery of the certificate for the unrestricted Restricted Shares, such
certificate shall be delivered to the Recipient in accordance with Section 3
as if the Recipient’s employment with the Company had not been terminated.


 


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 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.


 


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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 subject to the terms
of the Recipient’s employment agreement.


 


8.             Notice.


 


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


 


Mack-Cali Realty Corporation


343 Thornall Street


Edison, New Jersey 08837-2206


Attn:             Mitchell
E. Hersh


 


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


 


the Recipient at his address as set forth in the Company records or
such other address as the Recipient shall notify the Company of 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.


 


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.


 


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13.          Successors.


 


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


 


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In Witness Whereof, the parties hereto have executed this Agreement to be effective on
the date first above written.


 


 


	
   

  	
  MACK-CALI
  REALTY CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Name]

  
	
   

  	
   

  	
  [Title]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RECIPIENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  [Employee]

  



 


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