Exhibit 10.1
MACK-CALI REALTY
CORPORATION
RESTRICTED SHARE AWARD
AGREEMENT
AGREEMENT EVIDENCING THE
GRANT
OF A
RESTRICTED SHARE AWARD PURSUANT
TO THE
2000 EMPLOYEE STOCK OPTION PLAN
OF MACK-CALI REALTY
CORPORATION
Agreement
(“Agreement”) effective as of
(“Grant Date”) by and between Mack-Cali Realty
Corporation (the “Company”) and
(“Recipient”).
Whereas , pursuant
to the 2000 Employee 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, this Agreement and
by and between the Company and Recipient (the “Employment
Agreement”);
Now Therefore , the
parties hereto hereby agree as follows:
1. Award
of Shares of Restricted Stock.
(a) Award.
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
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. Except for the
defined terms set forth in Section 4 below, capitalized terms
not otherwise defined in this Agreement shall be as defined in the
Plan.
(b)
Employment Agreement.
The provisions of the Plan and this
Agreement are subject to the terms of the Recipient’s
Employment Agreement.
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) and (c) 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 Schedule.
An aggregate of
Restricted Shares may vest in the Recipient on a year by year basis
over a five to seven year Vesting Period. The number of Restricted
Shares initially scheduled to be vested and earned on each Vesting
Date on a year by year basis provided the Annual Performance
Targets specified in Section 2(c) below are satisfied is as
follows:
|
Restricted Shares
|
|
Vesting Date
|
|
|
|
|
|
[15%]
|
|
January 1, 2009
|
|
[15%]
|
|
January 1, 2010
|
|
[20%]
|
|
January 1, 2011
|
|
[25%]
|
|
January 1, 2012
|
|
[25%]
|
|
January 1, 2013
|
(c)
Performance Goals.
(i) The Restricted Shares shall vest
on the applicable Vesting Date on a year by year basis provided
that the Annual Performance Targets (as hereinafter defined) for
the calendar year ending on the last day of the Company’s
fiscal year immediately preceding such Vesting Date are met. The
“Annual Performance Targets” shall mean the annual
performance targets for each applicable calendar year as determined
by the Executive Compensation and Option Committee of the
Company’s Board of Directors and communicated to the
Recipient no later than the last day of the first calendar quarter
of the applicable calendar year; and (ii) In the event that
the Annual Performance Targets for any calendar year are not
satisfied so that the Restricted Shares do not vest on the Vesting
Date on which they were scheduled to vest had the Annual
Performance Targets been met, such Restricted Shares that failed to
vest on such Vesting Date shall vest on any subsequent Vesting Date
provided that the Annual Performance Targets for a subsequent
calendar year are met. If any Restricted Shares remain unvested as
of January 1, 2013, Annual Performance Targets
shall
be set for the 2013
calendar year and if any Restricted Shares have not vested by
January 1, 2014, Annual Performance Targets shall be set for
the 2014 calendar year. The Vesting Date applicable to the 2013
calendar year is January 1, 2014 and for the 2014 calendar
year is January 1, 2015. Any Restricted Shares that have not
been earned and vested by January 1, 2015 shall automatically
be canceled or forfeited.
(d)
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.
(e)
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 one
or more stock certificates registered in the name o
