Exhibit 10.3
DEFERRED COMPENSATION PLAN FOR
DIRECTORS
(Amended and Restated Effective As Of January 1,
2009)
A.
INTRODUCTION
The Deferred Compensation Plan for
Directors (the “Plan”) will permit non-employee members
(“Directors”) of the Board of Directors (the
“Board”) of Mack-Cali Realty Corporation
(“Mack-Cali”), on an individual election basis, to
defer all of part of the annual retainer compensation they are
entitled to as an outside Director of Mack-Cali until such time as
the Director incurs a Separation from Service from the Board, or a
Change in Control occurs, as described below.
B.
PURPOSE
To provide Directors with maximum
opportunity and flexibility in the planning of their personal
financial resources and to further align Directors’ interests
with those of shareholders.
C.
MANNER OF DEFERRAL OF
COMPENSATION
Within 30 days of the time of
election to the Board, and prior to the right to receive any Board
compensation for the initial elected term, a Director may elect to
defer all or a specified portion of the annual retainer to be paid
each year for services performed in the future.
An election to defer will be
irrevocable for the duration of each calendar year that the
Director serves on the Board of Directors. The Director may
modify the existing deferral election or initially make a deferral
election (in case of a Director who upon his election chose not to
defer) for any future year by written notice to Mack-Cali prior to
January 1 st of that future year. In the
absence of a modification, the same percentage of compensation
shall be deferred for the next year.
The compensation deferred will be
credited to the Director’s deferred compensation account 25%
each quarter on the related dividend record date for that quarter
(the “Deferral Date”). Such deferred compensation
will be prorated for any Director not serving an entire
year.
Deferral of compensation shall have
no effect on any other compensation-related benefits received by a
Director or on any fees for attending meeting.
D.
INVESTMENT IN UNITS BASED ON
MACK-CALI STOCK VALUE
All compensation deferred pursuant
to the Plan shall be accounted for in the manner set forth below
until fully paid to the Director.
The Director’s account will be
credited with the hypothetical number of stock units
(“Units”), calculated to the nearest thousandths of a
Unit, determined by dividing the amount of compensation deferred on
the Deferral Date by the closing market price of Mack-Cali Common
Stock (par value $.01) as reported on the Consolidated Tape of the
New York Stock Exchange listed shares for the Deferral Date.
The Director’s account will also be credited with the number
of Units determined by multiplying the number of Units in the
Director’s account by any cash dividends declared by the
Company on its Common Stock and dividing the product by the closing
market price of the Company’s common stock as reported on the
Consolidated Tape of the New York Stock Exchange listed shares on
the related dividend record date. Any stock dividends
declared by Mack-Cali on its Common Stock shall result in a
proportionate increase in Units in the Director’s account as
if said Director held shares of Common Stock equal to the number of
Units in the Director’s account.
E.
RECAPITALIZATION
If, as a result of recapitalization
of Mack-Cali
