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                                                                   EXHIBIT 10.2

                        2000 DIRECTOR STOCK OPTION PLAN

SECTION 1.  PURPOSE.

    The purpose of the 2000 Director Stock Option Plan ("Plan") is to promote
the growth and profitability of Mack-Cali Realty Corporation (the "Corporation")
by providing directors and Advisory Board members of the Corporation, or its
Subsidiaries if so designated, with an incentive to achieve corporate
objectives, to attract and retain directors and Advisory Board members of
outstanding competence and to provide such individuals with an equity interest
in the Corporation. The Plan is intended to be construed as an employee benefit
plan that satisfies the requirements for exemption from the restrictions of
Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to
the applicable rules promulgated thereunder.

SECTION 2.  DEFINITIONS.

    The following definitions are applicable to the Plan:

    2.1  ADMINISTRATIVE COMMITTEE.

    "Administrative Committee" means the committee appointed pursuant to
Section 3 hereof or, if no such committee is appointed, the Board.

    2.2  ADVISORY BOARD.

    "Advisory Board" shall mean the Advisory Board of the Corporation which was
established in December 1997.

    2.3  BENEFICIARY.

    "Beneficiary" means the beneficiary or beneficiaries designated by a
Participant in accordance with Section 7.8 hereof to receive the amount, if any,
payable under the Plan upon the death of such Participant.

    2.4  BOARD.

    "Board" means the Board of Directors of the Corporation.

    2.5  CAUSE.

    "Cause" means termination for fraud or willful misconduct as determined by
the Administrative Committee or the Board.

    2.6  CODE.

    "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

    2.7  COMMON STOCK.

    "Common Stock" means the shares of common stock, $.01 par value per share,
of the Corporation.

    2.8  CORPORATION.

    "Corporation" means Mack-Cali Realty Corporation.

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    2.9  DIRECTOR'S OPTION.

    "Director's Option" means a Non-qualified Stock Option granted pursuant to
Section 6.2 hereof.

    2.10  DISABILITY.

    "Disability" means a mental or physical condition rendering a Participant
unable to perform his or her regular duties as determined by the Administrative
Committee or the Board.

    2.11  DISCRETIONARY OPTION.

    "Discretionary Option" means a Non-qualified Stock Option granted pursuant
to Section 6.3 hereof.

    2.12  ELIGIBLE ADVISORY BOARD MEMBERS.

    "Eligible Advisory Board Members" means non-employee members of the Advisory
Board.

    2.13  ELIGIBLE DIRECTORS.

    "Eligible Directors" means a non-employee members of the Board. In addition,
Eligible Director shall include any non-employee members of the Board of
Directors of a Subsidiary of the Company, if and only if, and only to the
extent, such Board of Directors is designated by the Board as eligible to
participate in the Plan.

    2.14  EXCHANGE ACT.

    "Exchange Act" means the Securities Exchange Act of 1934, as amended.
References to a particular section of, or rule under the Exchange Act include
references to successor provisions.

    2.15  FAIR MARKET VALUE.

    "Fair Market Value" means the closing price as quoted on the New York Stock
Exchange at the end of the last business day preceding the Grant Date or other
date of determination as reported in the New York Edition of the WALL STREET
JOURNAL.

    2.16  INCENTIVE STOCK OPTION.

    "Incentive Stock Option" means an option to purchase Common Stock that
satisfies the requirements of Section 422 of the Code.

    2.17  IMMEDIATE FAMILY.

    "Immediate Family" means, with respect to a particular Participant, the
Participant's spouse, children and grandchildren.

    2.18  MATURE SHARES.

    "Mature Shares" means Shares for which the holder thereof has good title,
free and clear of all liens and encumbrances, and which such holder either
(i) has held for at least six (6) months or (ii) has purchased from the open
market.

    2.19  NON-QUALIFIED STOCK OPTION.

    "Non-qualified Stock Option" means an option to purchase Common Stock that
does not qualify as an Incentive Stock Option.

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    2.20  OPTION.

    "Option" means a Director's Option or Discretionary Option granted under the
Plan.

    2.21  OPTION AGREEMENT.

    "Option Agreement" means the written agreement by which an Option shall be
evidenced.

    2.22  OPTION PRICE.

    "Option Price" means the purchase price per Share of an Option.

    2.23  OPTION TERM.

    "Option Term" means the period beginning on the Grant Date of an Option and
ending on the expiration date of such Option, as specified in the Option
Agreement for such Option and as may, in the discretion of the Administrative
Committee, and consistent with the provisions of the Plan, be extended from time
to time.

    2.24  PARTICIPANT.

    "Participant" means an Eligible Director or Eligible Advisory Board Member
who has been granted an Award or a Permitted Transferee.

    2.25  PERMITTED TRANSFEREE.

    "Permitted Transferee" means a person to whom an Option may be transferred
or assigned in accordance with Section 7.8 hereof.

    2.26  PLAN.

    "Plan" means the 2000 Director Stock Option Plan, as the same may be amended
from time to time.

    2.27  RETIREMENT.

    "Retirement" means separation from service as a director or member of the
Advisory Board on or after age 65 or at such other time as the Board may
designate.

    2.28  RULE 16B-3.

    "Rule 16b-3" means Rule 16b-3 of the SEC under the Exchange Act, as amended
from time to time, together with any successor rule.

    2.29  SEC.

    "SEC" means the Securities and Exchange Commission.

    2.30  SHARE.

    "Share" means a share of Common Stock.

    2.31  SUBSIDIARY.

    "Subsidiary" means a corporation or other entity with respect which the
Corporation (i) owns, directly or indirectly, fifty percent (50%) or more of the
then outstanding common stock in any corporation or (ii) has a fifty percent
(50%) or more ownership interest in any other entity.

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SECTION 3.  ADMINISTRATION.

    The Plan shall be administered by a committee (the "Administrative
Committee), which shall consist of two or more directors of the Corporation, all
of whom qualify as "Non-Employee Directors" as defined in Rule 16b-3 of the
Exchange Act. The number of members of the Administrative Committee shall from
time to time be increased or decreased, and shall be subject to such conditions,
in each case as the Board deems appropriate to permit transactions in Shares
pursuant to the Plan to satisfy such conditions of Rule 16b-3 as then in effect.
In the event that the Compensation Committee of the Board (the "Compensation
Committee) meets the requirements set forth in this Section 3 hereof, such
Compensation Committee shall be the Administrative Committee hereunder unless
otherwise determined by the Board.

    A majority of the members of the Administrative Committee shall constitute a
quorum. The Administrative Committee may act at a meeting, including a
telephonic meeting, by action of a majority of the members present, or without a
meeting by unanimous written consent.

    Subject to the express provisions of the Plan, the Committee shall have full
and final authority and discretion as follows:

    (i) select the Eligible Directors and Eligible Advisory Board Members
        entitled to receive Discretionary Options pursuant to Section 6.3
        hereof;

    (ii) grant Discretionary Options to those Participants it selects in such
         amounts as it shall determine, subject to the terms and conditions of
         the Plan;

   (iii) determine the number of Shares to be covered by each Discretionary
         Option granted under the Plan and the time or times when and the manner
         in which such Discretionary Option shall be exercisable;

    (iv) to accelerate the exercisability (including exercisability within a
         period of less than one year after the Grant Date) of, and to
         accelerate or waive any or all of the terms and conditions applicable
         to, any Option or any group of Options for any reason and at any time,
         including in connection with a termination of service (other than for
         Cause);

    (v) subject to the provisions of the Plan, to extend the time during which
        any Option or group of Options may be exercised;

    (vi) to interpret the Plan and make all determinations necessary or
         advisable for the administration of the Plan including the
         establishment, amendment or revocation from time to time of guidelines
         or regulations for the administration of the Plan, to cause appropriate
         records to be established, and to make all determinations and take all
         other actions considered necessary or advisable for the administration
         of the Plan; and

   (vii) to take any other action with respect to any matters relating to the
         Plan for which it is responsible.

    All decisions, actions or interpretations of the Administrative Committee on
all matters relating to the Plan or any Option Agreement shall be final, binding
and conclusive upon all parties. No member of the Administrative Committee shall
be liable for any action or determination made in good faith with respect to the
Plan or any Option.

SECTION 4.  PARTICIPATION.

    4.1  DIRECTOR'S OPTIONS.

    All Eligible Directors shall automatically be eligible to receive Director's
Options under the Plan.

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    4.2  DISCRETIONARY OPTIONS.

    The Administrative Committee, may, in its discretion grant Discretionary
Options to any Eligible Director or Eligible Advisory Board Member, whether or
not he or she has previously received an Option. No such Eligible Directors or
Eligible Advisory Board Members shall at any time have the right to receive a
Discretionary Option unless selected by the Administrative Committee pursuant to
the Plan. No Participant, having been granted an Option, shall have the right to
an additional Option in the future unless such Option is granted by the
Administrative Committee.

SECTION 5.  MAXIMUM NUMBER OF SHARES AVAILABLE FOR OPTIONS.

    Subject to adjustment in accordance with Section 7.2 hereof, the maximum
number of Shares for which grants under the Plan shall be available is 200,000.
In the event any Options granted under the Plan shall be forfeited, terminate or
expire, the number of Shares no longer subject to such Option, to the extent of
such forfeiture, termination or expiration, shall thereafter again be available
for grant under the Plan. The Common Stock distributed under the Plan may be
authorized and unissued shares, shares held in the treasury of the Corporation,
or shares purchased on the open market by the Corporation (at such time or times
and in such manner as it may determine). The Corporation shall be under no
obligation to acquire Common Stock for distribution to Participants before
payment in Common Stock is due and distributable.

SECTION 6.  GRANTS OF OPTIONS.

    6.1  GENERAL CONDITIONS TO GRANTS.

    The Grant Date of a Director's Option shall be the date on which the
Eligible Director is initially elected or appointed to the Board and the Grant
Date of a Discretionary Option shall be the date on which the Administrative
Committee grants the Option or such later date as specified in advance by the
Administrative Committee. All Options shall be evidenced by an Option Agreement
and any terms and conditions of an Option not set forth in the Plan shall be set
forth in the Option Agreement related to that Option. All Options granted under
this Plan shall be Non-qualified Stock Options.

    6.2  GRANT OF DIRECTORS' OPTIONS.

    Each Eligible Director shall be granted, upon his or her initial election or
appointment to the Board, a Non-qualified Stock Option to purchase 5,000 Shares
(a "Director's Option"). The grant of a Director's Option shall not be subject
to the discretion of the Administrative Committee.

    6.3  GRANT OF DISCRETIONARY OPTIONS.

    Subject to the limitations of the Plan, the Administrative Committee may, in
its discretion, grant an Eligible Director or Eligible Advisory Board Member a
Non-qualified Stock Option to purchase such amount of Shares as shall be
determined by the Administrative Committee in its sole discretion (a
"Discretionary Option"). A Discretionary Option granted under this Section 6.3
may be in addition to the Director's Option granted to an Eligible Director
pursuant to Section 6.2 hereof.

    6.4  TERMS AND CONDITIONS OF OPTIONS.

    Except as otherwise provided in a Participant's Option Agreement, each
Option granted under the Plan shall be subject to the following express terms
and conditions and to such other terms and conditions consistent therewith as
the Administrative Committee may deem appropriate.

    (a) OPTION TERM. The Option Term for each Option granted under the Plan
       shall be ten (10) years and each Option shall automatically expire on the
       tenth (10th) anniversary of the Grant Date.

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    (b) OPTION PRICE. The Option Price of each Share as to which an Option may
       be exercised shall be the Fair Market Value of the Share of the Grant
       Date.

    (c) EXERCISE OF OPTION. Except as otherwise provided under the Plan, no part
       of any Option may be exercised until the Participant shall have remained
       a member of the Board or Advisory Board, as the case may be, for the
       periods set forth below:

        (i) DIRECTOR'S OPTIONS. One year from the Grant Date.

        (ii) DISCRETIONARY OPTIONS. The period, if any, determined by the
             Administrative Committee in its sole discretion.

    (d) PAYMENT OF PURCHASE PRICE UPON EXERCISE. Each Option shall provide that
       the Option Price of the Shares as to which an Option shall be exercised
       shall be paid to the Corporation at the time of exercise either (i) in
       cash, certified check or wire transfer, or (ii) in such other
       consideration as the Administrative Committee deems appropriate
       including, but not limited to, loans from the Corporation or a third
       party, (iii) subject to approval of the Administrative Committee, in
       Mature Shares having a total fair market value, as determined by the
       Administrative Committee, equal to the Option Price for such Shares, or a
       combination of cash and Mature Shares having a total fair market value,
       as so determined, equal to the Option Price for such Shares,
       (iv) subject to the approval of the Administrative Committee, in its sole
       discretion, by delivering a properly executed exercise notice in a form
       approved by the Administrative Committee, together with an irrevocable
       notice of exercise and irrevocable instructions to a broker to promptly
       deliver to the Corporation the amount of applicable sale or loan proceeds
       sufficient to pay the purchase price for such Shares, together with the
       amount of federal, state and local withholding taxes payable by
       Participant by reason of such exercise or (v) any combination of the
       foregoing.

    (e) EXERCISE IN THE EVENT OF DEATH, DISABILITY, RETIREMENT OR OTHER
       TERMINATION OF SERVICE. Subject to Subsection 6.4(f) hereof, the
       following provisions shall apply upon termination of a Participant's
       status as a member of the Board or Advisory Board:

        (i) UPON TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT. If
            Participant's status as a member of the Board or the Advisory Board
            shall terminate because of his or her death, Disability or
            Retirement, the Participant, Beneficiary or legal representative
            shall have the right to exercise all Options regardless of whether
            such Options are vested, at any time and from time to time, but not
            later than (x) one year following the date of death or Disability,
            (ii) one year following the date of Retirement, or (iii) the
            expiration date specified in Section 6.4(a) hereof, whichever is
            earlier.

        (ii) UPON TERMINATION FOR ANY REASON OTHER THAN DUE TO DEATH,
             DISABILITY, RETIREMENT OR FOR CAUSE. If a Participant' s status as
             a member of the Board or Advisory Board shall terminate for any
             reason other than due to the Participant's death, Disability,
             Retirement or termination for Cause, such Participant shall have
             the right to exercise his or her Options, to the extent that such
             Participant shall have been entitled to do so on the date of such
             termination, at any time and from time to time, but not later than
             (i) on the expiration date specified in Section 6.4(a) hereof or
             (ii) three (3) months after the date of such termination of
             service, whichever date is earlier and the portion of any Option
             granted hereunder that is not vested and exercisable as of the date
             of such termination of service shall automatically expire and be
             forfeited as of the date of such termination of service.

       (iii) UPON TERMINATION FOR CAUSE. If a Participant's status as a member
             of the Board or Advisory Board shall terminate for Cause, all
             Options regardless of whether such Options are vested or not shall
             be forfeited and canceled on the date of such termination.

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    (f) TRANSFER OF SERVICE FROM BOARD TO ADVISORY BOARD OR VICE VERSA. For
       purposes of determining the exercise period and vesting of Options
       granted hereunder, (i) a Participant who resigns as a member of the Board
       in order to become a member of the Advisory Board shall be deemed during
       his or her period of service as a member of the Advisory Board to be a
       continuing member of the Board and (ii) a Participant who resigns as a
       member of the Advisory Board in order to become a member of the Board
       shall be deemed during his or her period of service as a member of the
       Board to be a continuing member of the Advisory Board.

    (g) TRANSFERABILITY OF OPTIONS. Subject to Section 7.8 hereof, no Options
       granted under the Plan shall be transferable other than by will or by the
       laws of descent and distribution. During the lifetime of the Participant,
       an Option shall be exercisable only by such Participant.

    (h) PARTICIPANTS TO HAVE NO RIGHTS AS STOCKHOLDERS. No Participant shall
       have any rights as a stockholder with respect to any Common Stock subject
       to his or her Option prior to the date of issuance to him or her of such
       Common Stock.

    (i) INVESTMENT REPRESENTATION. Each Option Agreement for an Option shall
       provide that, upon demand by the Administrative Committee for such a
       representation, the Participant (or any person acting under Subsection
       6.4(e) hereof) shall deliver to the Administrative Committee, at the time
       of any exercise of an Option or portion thereof, a written representation
       that the Shares to be acquired upon such exercise are to be acquired for
       investment and not for resale or with a view to the distribution thereof.
       Upon such demand, delivery of such representation prior to the delivery
       of any Common Stock issued upon exercise of an Option and prior to the
       expiration of the Option Term shall be a condition precedent to the right
       of the Participant or such other person to purchase any Common Stock. In
       the event certificates for Common Stock are delivered under the Plan with
       respect to which such an investment representation has been obtained, the
       Administrative Committee may cause a legend or legends to be placed on
       such certificates to make appropriate reference to such representations
       and to restrict transfer in the absence of compliance with applicable
       federal or state securities laws.

    (j) OTHER OPTION PROVISIONS. The Administrative Committee may require a
       Participant to agree, as a condition to receiving an Option under the
       Plan, that part or all of any Options previously granted to such
       Participant under the Plan be terminated.

    6.5  EXERCISE OF OPTIONS.

    An Option shall be exercised by the delivery to the Corporation during the
Option Term of (x) written notice of intent to purchase a specific number of
Shares subject to the Option and (y) payment in full of the Option Price of such
specific number of Shares.

SECTION 7.  GENERAL PROVISIONS.

    7.1  GENERAL CREDITOR STATUS.

    Participants shall have no right, title, or interest whatsoever in or to any
investments which the Corporation may make to aid it in meeting its obligations
under the Plan. Nothing contained in the Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Corporation and any Participant, Beneficiary,
legal representative or any other person. To the extent that any person acquires
a right to receive payments from the Corporation under the Plan, such right
shall be no greater than the right of an unsecured general creditor of the
Corporation. All payments to be made hereunder shall be paid from the general
funds of the Corporation and no special or separate fund shall be established
and no segregation of assets shall be made to assure payment of such amounts
except as expressly set forth in the Plan; PROVIDED, HOWEVER, that in its sole
discretion, the Administrative Committee may authorize the creation of trusts or
other arrangements to

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meet the obligations created under the Plan to deliver Common Stock; PROVIDED,
FURTHER, HOWEVER, that, unless the Administrative Committee otherwise determines
with the consent of the affected Participant, the existence of such trusts or
other arrangements shall be consistent with the "unfunded" status of the Plan.

    7.2  CERTAIN ADJUSTMENTS TO SHARES.

    In the event of any change in the Common Stock by reason of any stock
dividend, recapitalization, reorganization, spin-off, split-off, merger,
consolidation, stock split, reverse stock split, combination or exchange of
shares, or any rights offering to purchase Common Stock at a price substantially
below fair market value, or of any similar change affecting the Common Stock of
or by the Corporation, the number and kind of Shares available for Options under
the Plan and the Option Price per Share thereof shall be appropriately adjusted
consistent with such change in such manner as the Administrative Committee may
deem equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, the Participants hereunder. The Administrative
Committee shall give notice to each Participant of any adjustment made pursuant
to this Section and, upon notice, such adjustment shall be effective and binding
for all purposes of the Plan.

    7.3  SUCCESSOR CORPORATION.

    The obligations of the Corporation under the Plan shall be binding upon any
successor corporation or organization resulting from the merger, consolidation
or other reorganization of the Corporation, or upon any successor corporation or
organization succeeding to substantially all of the assets and business of the
Corporation. The Corporation agrees that it will make appropriate provision for
the preservation of Participants' rights under the Plan in any agreement or plan
which it may enter into or adopt to effect any such merger, consolidation,
reorganization or transfer of assets.

    7.4  NO CLAIM OR RIGHT UNDER THE PLAN.

    Neither the Plan nor any action taken thereunder shall be construed as
giving any director or Advisory Board member any right to a continuation of
membership on the Board or the Advisory Board, as applicable.

    7.5  OPTIONS NOT TREATED AS COMPENSATION UNDER BENEFIT.

    No Option shall be considered as compensation under any employee benefit
plan of the Corporation, except as specifically provided in any such plan or as
otherwise determined by the Board.

    7.6  LISTING AND QUALIFICATION OF COMMON STOCK.

    The Corporation, in its discretion, may postpone the issuance or delivery of
Common Stock upon any exercise of an Option until completion of such stock
exchange listing or other qualification of such shares under any state or
federal law, rule or regulation as the Corporation may consider appropriate, and
may make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of the Shares in
compliance with applicable laws, rules and regulations.

    7.7  WITHHOLDING TAXES.

    The Corporation may make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of all federal, state and local
taxes required by law to be withheld with respect to Options granted pursuant to
the Plan including, but not limited to (i) accepting a remittance from the
Participant in cash, or in the Administrative Committee's discretion in Mature
Shares, (ii) deducting the amount required to be withheld from any other amount
then or thereafter payable by the Corporation to a Participant, Beneficiary or
legal representative or from any Shares due to the Participant

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under the Plan, (iii) requiring a Participant, Beneficiary or legal
representative to pay to the Corporation the amount required to be withheld as a
condition of releasing Common Stock or (iv) any combination of the foregoing. In
addition, subject to such rules and regulations as the Administrative Committee
shall from time to time establish, Participants shall be permitted to satisfy
federal, state and local taxes, if any, imposed upon the payment of Options in
Common Stock at a rate up to such Participant's maximum marginal tax rate with
respect to each such tax by (i) irrevocably electing to have the Corporation
deduct from the number of Shares otherwise deliverable in payment of an Option
such number of Shares as shall have a value equal to the amount of tax to be
withheld, (ii) delivering to the Corporation such portion of the Common Stock
delivered in payment of the Option as shall have a value equal to the amount of
tax to be withheld, or (iii) delivering to the Corporation such number of Mature
Shares or combination of Mature Shares and cash as shall have a value equal to
the amount of tax to be withheld.

    7.8  NON-TRANSFERABILITY/DESIGNATION AND CHANGE OF BENEFICIARY.

    (a) An Option granted hereunder shall not be assignable or transferable
       other than by will or by the laws of descent and distribution and may be
       exercised during the Participant's lifetime only by the Participant or
       his or her guardian or legal representative, except that a Participant
       may, if permitted by the Administrative Committee, in its discretion,
       transfer an Option, or portion thereof, to one or more members of the
       Participant's Immediate Family.

    (b) Each Participant shall file with the Administrative Committee a written
       designation of one or more persons as the Beneficiary who shall be
       entitled to receive the amount, if any, payable under the Plan upon his
       or her death. A Participant may, from time to time, revoke or change his
       or her Beneficiary by filing a new designation with the Administrative
       Committee. The last such designation received by the Administrative
       Committee shall be controlling; PROVIDED, HOWEVER, that no designation,
       or change or revocation thereof, shall be effective unless received by
       the Administrative Committee prior to the Participants' death, and in no
       event shall it be effective as of a date prior to such receipt.

    7.9  PAYMENTS TO PERSONS OTHER THAN A PARTICIPANT.

    If the Administrative Committee shall find that any person to whom any
amount is payable under the Plan is unable to care for his or her affairs
because of illness or accident, or is a minor, or has died, then any payment due
to such person or his or her estate (unless a prior claim therefor has been made
by a duly appointed legal representative), may, if the Administrative Committee
so direct the Corporation, be paid to his or her spouse, a child, a relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Administrative Committee to be a proper recipient on behalf of
such person otherwise entitled to payment. Any such payment shall be a complete
discharge of the liability of the Administrative Committee and the Corporation
thereof.

    7.10  NO LIABILITY OF ADMINISTRATIVE COMMITTEE MEMBERS.

    No member of the Administrative Committee shall be personally liable by
reason of any contract or other instrument executed by such member or on his or
her behalf in his or her capacity as a member of the Administrative Committee
nor for any mistake of judgment made in good faith, and the Corporation shall
indemnify and hold harmless each employee, officer or director of the
Corporation to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board of Directors) arising out
of any act or omission to act in connection with the Plan unless arising out of
such person's own fraud or bad faith. The indemnification provided for in this
Section 7.10 shall be in addition to any rights of indemnification such
Administration Committee member has as a director of officer pursuant to law,
under the Certificate of Incorporation or By-Laws of the Corporation.

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    7.11  AMENDMENT OR TERMINATION.

    Except as to matters that in the opinion of the Corporation's legal counsel
require stockholder approval, any provision of the Plan may be modified as to a
Participant by an individual agreement approved by the Administrative Committee.
The Board may, with prospective or retroactive effect, amend, suspend or
terminate the Plan or any portion thereof at any time; PROVIDED, HOWEVER, that
(i) no amendment that would materially increase the cost of the Plan to the
Corporation may be made by the Board without the approval of the stockholders of
the Corporation and (ii) no amendment, suspension or termination of the Plan
shall deprive any Participant of any rights to Options previously made under the
Plan without his or her written consent. Subject to earlier termination pursuant
to the provisions of this Section, and unless the stockholders of the
Corporation shall have approved an extension of the Plan beyond such date, no
further Options shall be made under the Plan after the tenth (10th) anniversary
of the Effective Date of the Plan specified in Section 7.15 hereof.

    7.12  UNFUNDED PLAN.

    The Plan is intended to constitute an unfunded deferred compensation
arrangement.

    7.13  GOVERNING LAW.

    The Plan shall be governed by and construed in accordance with the laws of
the State of Maryland, without reference to the principles of conflicts of law
thereof.

    7.14  NON-UNIFORM DETERMINATIONS.

    The Administrative Committee's determinations under the Plan need not be
uniform and may be made by the Administrative Committee selectively among
persons who receive, or are eligible to receive Discretionary Options, whether
or not such persons are similarly situated. Without limiting the generality of
the foregoing, the Administrative Committee shall be entitled, to enter into
non-uniform and selective Option Agreements as to (a) the identity of the
Participant, (b) the terms and provisions of Options, and (c) the treatment of
termination of service.

    7.15  EFFECTIVE DATE.

    The Plan is effective September 11, 2000.

    7.16  NO ILLEGAL TRANSACTIONS.

    The Plan and all Options granted pursuant to it are subject to all
applicable laws and regulations. Notwithstanding any provision of the Plan or
any Option, Participants shall not be entitled to exercise or receive benefits
under, any Option, and the Corporation shall not be obligated to deliver any
Shares or deliver any benefits to a Participant, if such exercise or delivery
would constitute a violation by the Participant or the Corporation of any
applicable law or regulation.

    7.17  SEVERABILITY.

    If any part of the Plan is declared by any court of governmental authority
to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate
any other part of the Plan. Any Section or part of a Section so declared to be
unlawful or invalid shall, if possible, be construed in manner which will give
effect to the terms of such Section to the fullest extent possible while
remaining lawful and valid.

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