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 9, 2008 (“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 1,600
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, 2010.  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 


 


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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 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 


 


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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 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 


 


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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.


 


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


 


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


 


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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.


 


12.                               Governing
Law.


 


This Agreement shall be governed by the laws of the
State of New Jersey 


 


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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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