Exhibit
10.1


 


AMENDMENT
NO. 1


 


TO


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
Amendment No. 1, dated as of March 24, 2020 (the “Amendment”), to the Executive Employment Agreement, dated
as of January 26, 2018 (the “Original Agreement”), by and between Mack-Cali Realty Corporation, a Maryland
corporation (the “Company”), and Gary T. Wagner (the “Executive” and, collectively with
the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings given them
in the Original Agreement.


 


WHEREAS,
Section 15(h) of the Original Agreement provides that it may be amended only by a writing executed by the party against whom enforcement
of such amendment is sought;


 


WHEREAS,
the Parties have agreed to amend the Original Agreement as more specifically set forth herein;


 


WHEREAS,
the Parties do not intend by this Amendment to change any other term of the Agreement.


 


NOW
THEREFORE, in consideration of the mutual promises, commitments and undertakings of the Parties set forth herein and in the Original
Agreement, the Parties hereby amend the Original Agreement as follows:


 


1.       Amendment
to Section 7(b). Section 7(b) of the Original Agreement is hereby amended by adding the
following proviso at the end of Section 7(b):


 


“provided,
however, that if such termination occurs during a Change of Control Period, the lump sum cash payment shall be in an amount equal
to two (2.0) times the sum of (i) Executive’s Annual Base Salary immediately prior to the Termination Date, and (ii) Executive’s
Target Bonus for the year during which the Termination Date occurs.”


 


2.       Miscellaneous.


 


(a)       Except
as expressly amended, modified and supplemented by this Amendment, the Original Agreement is and shall continue to be in full
force and effect in accordance with the terms thereof.


 


(b)       This
Amendment shall be construed in accordance with and governed by the internal laws of the State of New Jersey, without giving effect
to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction).


 


(c)       The
headings contained in this Amendment are for ease of reference only and shall not be considered in construing this Amendment.


 


(d)       This
Amendment may be executed in any number of counterparts and by each of the parties on separate counterparts, and each such
counterpart shall be deemed an original, but all such counterparts shall together constitute but one and the same Amendment.
Receipt of an executed signature page by
facsimile, email or other electronic transmission shall constitute delivery hereof. Electronic records of an executed
Amendment shall be deemed to be originals.


 






     


     


    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment to the Executive Employment Agreement on the day and year first
written above.


 


 


	 	Company:
	 	 
	 	MACK-CALI REALTY CORPORATION
	 	 
	 	By:  	/s/ Michael J. DeMarco



 


	 	Name:  	Michael J. DeMarco
	 	Title:	Chief Executive Officer
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/
Gary T. Wagner
	 	Gary
T. Wagner



 


[Signature Page to Amendment to Executive
Employment Agreement]