Exhibit 10.3


 


DEFERRED
COMPENSATION PLAN FOR DIRECTORS

(Amended and Restated Effective As Of January 1, 2009)


 


A.            INTRODUCTION


 


The Deferred Compensation
Plan for Directors (the “Plan”) will permit non-employee members (“Directors”)
of the Board of Directors (the “Board”) of Mack-Cali Realty Corporation
(“Mack-Cali”), on an individual election basis, to defer all of part of the
annual retainer compensation they are entitled to as an outside Director of
Mack-Cali until such time as the Director incurs a Separation from Service from
the Board, or a Change in Control occurs, as described below.


 


B.            PURPOSE


 


To provide Directors with
maximum opportunity and flexibility in the planning of their personal financial
resources and to further align Directors’ interests with those of shareholders.


 


C.            MANNER OF DEFERRAL OF
COMPENSATION


 


Within 30 days of the
time of election to the Board, and prior to the right to receive any Board
compensation for the initial elected term, a Director may elect to defer all or
a specified portion of the annual retainer to be paid each year for services
performed in the future.


 


An election to defer will
be irrevocable for the duration of each calendar year that the Director serves
on the Board of Directors.  The Director
may modify the existing deferral election or initially make a deferral election
(in case of a Director who upon his election chose not to defer) for any future
year by written notice to Mack-Cali prior to January 1st of
that future year.  In the absence of a
modification, the same percentage of compensation shall be deferred for the
next year.


 

















 


The compensation deferred
will be credited to the Director’s deferred compensation account 25% each
quarter on the related dividend record date for that quarter (the “Deferral Date”).  Such deferred compensation will be prorated
for any Director not serving an entire year.


 


Deferral of compensation
shall have no effect on any other compensation-related benefits received by a
Director or on any fees for attending meeting.


 


D.            INVESTMENT IN UNITS
BASED ON MACK-CALI STOCK VALUE


 


All compensation deferred
pursuant to the Plan shall be accounted for in the manner set forth below until
fully paid to the Director.


 


The Director’s account
will be credited with the hypothetical number of stock units (“Units”),
calculated to the nearest thousandths of a Unit, determined by dividing the
amount of compensation deferred on the Deferral Date by the closing market
price of Mack-Cali Common Stock (par value $.01) as reported on the
Consolidated Tape of the New York Stock Exchange listed shares for the Deferral
Date.  The Director’s account will also
be credited with the number of Units determined by multiplying the number of
Units in the Director’s account by any cash dividends declared by the Company
on its Common Stock and dividing the product by the closing market price of the
Company’s common stock as reported on the Consolidated Tape of the New York
Stock Exchange listed shares on the related dividend record date.  Any stock dividends declared by Mack-Cali on
its Common Stock shall result in a proportionate increase in Units in the
Director’s account as if said Director held shares of Common Stock equal to the
number of Units in the Director’s account.


 


E.             RECAPITALIZATION


 


If, as a result of recapitalization
of Mack-Cali (including stock splits), the Company’s outstanding shares of
Common Stock shall be changed into a greater or smaller number of 


 


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shares, the number of
Units credited to a Director’s account shall be appropriately adjusted on the
same basis.


 


F.             PAYMENT OF DEFERRED
COMPENSATION


 


Payment of a Director’s
deferred compensation account may only be made after either (i) the
Director has incurred a Separation from Service or (ii) there has been a
Change in Control of Mack-Cali.  A
Director has incurred a Separation from Service when he dies, retires, or
otherwise terminates service on the Board, provided, however,
that in the case of any Director who becomes a member of the Advisory Council
following such separation from the Board, a Separation from Service will be
deemed to occur consistent with Treas. Reg. § 409A-1(h)(2).  A Change in Control will be deemed to have
occurred on the date that:


 


(a)           any one person, or more than one person
acting as a group, directly or indirectly, acquires ownership of stock of
Mack-Cali that, together with stock held by such person or group, constitutes
more than 50% of the total fair market value or total voting power of the stock
of Mack-Cali;


 


(b)           any one person, or more than one person
acting as a group, acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or group), directly
or indirectly, ownership of Mack-Cali stock possessing 30% or more of the total
voting power of Mack-Cali stock;


 


(c)           the following individuals cease for any
reason to constitute a majority of the number of directors then serving during
any 12-month period: individuals who, at the beginning of the 12-month period,
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by the
Board or nomination for 


 


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election by
the Company’s stockholders was approved or recommended by a vote of at least a
majority of the directors before the date of such appointment or election or
whose appointment, election or nomination for election was previously so
approved or recommended; or


 


(d)           any one person or more than one person
acting as a group, acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or persons) assets
from Mack-Cali that have a total gross fair market value equal to or more than
40% of the total gross fair market value of all of the assets of Mack-Cali
immediately before such acquisition or acquisitions, other than a sale or
disposition by Mack-Cali of such assets to an entity, at least 50% of the
combined voting power of the voting securities of which are owned by Mack-Cali
or by the stockholders of Mack-Cali in substantially the same proportions as
the ownership of Mack-Cali immediately prior to such sale.


 


(e)           The provisions of this paragraph F shall be
interpreted to be consistent with the definition of change in ownership or
effective control and of change in the ownership of a substantial portion of
assets, contained in Treas. Reg. §1.409A-3(i)(5).


 


Payment will
be made in a single lump sum payment in shares of Common Stock in an amount
equal to the number of Units in the Director’s account on Separation from
Service or a Change in Control but in no event later than the end of the
taxable year of the Director or, if later, the 15th day of the third
month following Separation from Service or the Change in Control.  With regard to any Director who is a
“specified employee,” as defined in Treas. Reg. § 1.409A-1(i), payment
will not be made before the first day of the seventh month following the date
the Director incurs the Separation from Service.


 


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G.            SURVIVOR PAYOUT


 


In the event of a
Director’s death prior to receiving payment, the value of the Director’s
account on the date of the Director’s death shall be determined and paid to the
beneficiary(s) designated by the Director (or, failing such designation,
to the Director’s estate) in a single lump sum of shares of Common Stock, as
soon as practicable after the Director’s death, but in no event later than the
end of the taxable year of the Director, or if later, the 15th day
of the third month following death.


 


H.            ASSIGNABILITY


 


No right to receive
payment of deferred compensation shall be transferable or assignable by a
participant except by will, by laws of descent and distribution, or to a
designated beneficiary, as described in Section G.


 


I.              AMENDMENT OF THE
PLAN


 


This Plan may be amended,
suspended or terminated at any time by the Board of Directors of
Mack-Cali.  However, no amendment,
suspension or termination of the Plan may, without the consent of a
participant, alter or impair any of the rights previously granted under the
Plan.


 


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