to deduct
and withhold from all compensation all social security and other federal, state
and local taxes and charges which currently are or which hereafter may be
required by law to be so deducted and withheld.
(e)
Additional Benefits. In addition to the compensation specified
above and other benefits provided pursuant to this Paragraph 4, Executive shall
be entitled to the following benefits:
(I)
PARTICIPATION IN THE SOP, THE MACK-CALI
REALTY CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN (SUBJECT TO STATUTORY
RULES AND MAXIMUM CONTRIBUTIONS AND NON-DISCRIMINATION REQUIREMENTS APPLICABLE
TO 401(K) PLANS) AND SUCH OTHER BENEFIT PLANS AND PROGRAMS, INCLUDING BUT NOT
LIMITED TO RESTRICTED STOCK, PHANTOM STOCK AND/OR UNIT AWARDS, LOAN PROGRAMS AND
ANY OTHER INCENTIVE COMPENSATION PLANS OR PROGRAMS (WHETHER OR NOT EMPLOYEE
BENEFIT
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PLANS OR PROGRAMS), AS MAINTAINED BY THE COMPANY FROM TIME TO TIME AND MADE
GENERALLY AVAILABLE TO EXECUTIVES OF THE COMPANY WITH SUCH PARTICIPATION TO BE
CONSISTENT WITH REASONABLE COMPANY GUIDELINES;
(II)
PARTICIPATION IN ANY HEALTH INSURANCE,
DISABILITY INSURANCE, PAID VACATION, GROUP LIFE INSURANCE OR OTHER WELFARE
BENEFIT PROGRAM MADE GENERALLY AVAILABLE TO EXECUTIVES OF THE COMPANY; AND
(III)
REIMBURSEMENT FOR REASONABLE BUSINESS
EXPENSES INCURRED BY EXECUTIVE IN FURTHERANCE OF THE INTERESTS OF THE COMPANY
INCLUDING A MONTHLY ALLOWANCE OF ONE THOUSAND TWO HUNDRED ($1,200) DOLLARS WHICH
IS INTENDED TO COVER THE COST OF LOCAL BUSINESS-RELATED TRAVEL EXPENSES
EXCLUSIVE OF AMOUNTS PAID TO THIRD-PARTIES (E.G. TAXI SERVICE).
5.
TERMINATION OF EMPLOYMENT AND CHANGE IN
CONTROL.
(a)
Executive's employment hereunder may be terminated during the
Employment Period under the following circumstances:
(I)
CAUSE. THE COMPANY SHALL HAVE THE RIGHT
TO TERMINATE EXECUTIVE'S EMPLOYMENT FOR CAUSE UPON EXECUTIVE'S: (A) WILLFUL AND
CONTINUED FAILURE TO USE BEST EFFORTS TO SUBSTANTIALLY PERFORM HIS DUTIES
HEREUNDER (OTHER THAN ANY SUCH FAILURE RESULTING FROM EXECUTIVE'S INCAPACITY DUE
TO PHYSICAL OR MENTAL ILLNESS) FOR A PERIOD OF THIRTY (30) DAYS AFTER WRITTEN
DEMAND FOR SUBSTANTIAL PERFORMANCE IS DELIVERED BY THE COMPANY SPECIFICALLY
IDENTIFYING THE MANNER IN WHICH THE COMPANY BELIEVES EXECUTIVE HAS NOT
SUBSTANTIALLY PERFORMED HIS DUTIES; (B) WILLFUL MISCONDUCT AND/OR WILLFUL
VIOLATION OF PARAGRAPH 11 HEREOF, WHICH IS MATERIALLY ECONOMICALLY INJURIOUS TO
THE COMPANY, ITS AFFILIATES, OR THE PARTNERSHIP TAKEN AS A WHOLE; (C) THE
WILLFUL VIOLATION OF THE PROVISIONS OF PARAGRAPH 13 HEREOF; OR (D) CONVICTION
OF, OR PLEA OF GUILTY TO A FELONY. FOR PURPOSES OF THIS SUB-PARAGRAPH 5(A), NO
ACT, OR FAILURE TO ACT, ON EXECUTIVE'S PART SHALL BE CONSIDERED "WILLFUL" UNLESS
DONE, OR OMITTED TO BE DONE, BY HIM (I) NOT IN GOOD FAITH AND (II) WITHOUT
REASONABLE BELIEF THAT HIS ACTION OR OMISSION WAS IN FURTHERANCE OF THE
INTERESTS OF THE COMPANY.
(II)
DEATH.
EXECUTIVE'S EMPLOYMENT HEREUNDER
SHALL TERMINATE UPON HIS DEATH.
(III)
DISABILITY. THE COMPANY SHALL HAVE THE RIGHT
TO TERMINATE EXECUTIVE'S EMPLOYMENT DUE TO "DISABILITY" IN THE EVENT THAT THERE
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IS A DETERMINATION BY THE COMPANY, UPON THE ADVICE OF AN INDEPENDENT QUALIFIED
PHYSICIAN, REASONABLY ACCEPTABLE TO EXECUTIVE, THAT EXECUTIVE HAS BECOME
PHYSICALLY OR MENTALLY INCAPABLE OF PERFORMING HIS DUTIES