Exhibit
10.3


 


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 4, 2007 (“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, 2009. 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 under
any applicable law.


 


(b)                                 Stock
Powers. The Recipient shall execute and deliver to the


 


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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 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


 


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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 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.


 


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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.


 


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:


 


or such other address as
the Recipient shall notify the Company in writing.


 


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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 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


 


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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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