Attached files
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EX-10.1 - EXHIBIT 10.1 - MACK CALI REALTY CORP | ex101.htm |
EX-10.2 - EXHIBIT 10.2 - MACK CALI REALTY CORP | ex102.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): December 8, 2009
MACK-CALI
REALTY CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Maryland
|
1-13274
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22-3305147
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||
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
No.)
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343
Thornall Street, Edison, New
Jersey, 08837-2206
|
(Address
of Principal Executive
Offices) (Zip
Code)
|
(732)
590-1000
(Registrant’s
telephone number, including area code)
MACK-CALI
REALTY, L.P.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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333-57103
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22-3315804
|
||
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
343
Thornall Street, Edison, New
Jersey, 08837-2206
|
(Address
of Principal Executive
Offices) (Zip
Code)
|
(732)
590-1000
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure of
Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e)
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On
December 8, 2009, the board of directors (the “Board of Directors”) of
Mack-Cali Realty Corporation (the “General Partner”), the general partner
of Mack-Cali Realty, L.P., approved the
recommendations and ratified the determinations of the Executive
Compensation and Option Committee of the Board of Directors and authorized
the General Partner to:
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(1)
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based
upon the Executive Compensation and Option Committee’s evaluation of the
General Partner’s performance in
2009:
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(a)
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enter
into restricted share award agreements, effective December 8, 2009, with
each of Mitchell E. Hersh, Barry Lefkowitz, Michael Grossman, Mark Yeager
and Roger W. Thomas, pursuant to which Messrs. Hersh, Lefkowitz, Grossman,
Yeager and Thomas were issued 25,000, 10,455, 9,697, 9,697 and 6,818
shares of restricted common stock, respectively, pursuant to the General
Partner’s 2000 Employee Stock Option Plan originally effective as of
September 11, 2000, and amended as of May 14, 2002. These
shares of restricted common stock are fully vested upon issuance and will
be subject to a six month restriction prohibiting the restricted common
stock from being sold, assigned, transferred, gifted or otherwise disposed
of, mortgaged, pledged or otherwise
hypothecated.
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(b)
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grant
cash bonuses, for fiscal year 2009, to Messrs. Hersh, Lefkowitz, Grossman,
Yeager and Thomas of $1,000,000, $505,000, $495,000, $495,000, and
$400,000, respectively.
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(c)
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declare
to be fully vested as of January 1, 2010: 15,093, 6,289, 5,031, 5,031 and
3,144 shares of restricted common stock granted to Messrs. Hersh,
Lefkowitz, Grossman, Yeager and Thomas, respectively, pursuant to
restricted share award agreements dated September 12, 2007, all of which
are due to vest on January 1, 2010, and make the attendant tax gross-up
payments to such executive officers as soon as practicable following the
vesting of such shares of restricted common stock that are contractually
required under the Tax Gross-Up Agreements dated September 12, 2007
between the General Partner and such executive
officers.
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(2)
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maintain
the annual base salaries of Messrs. Hersh, Lefkowitz, Grossman, Yeager and
Thomas of $1,050,000, $420,000, $370,000, $370,000, and $370,000,
respectively, for 2010.
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The form of restricted share award
agreement between the General Partner and each of its executive officers
described in item (1)(a) herein above is filed herewith as Exhibit
10.1.
Item
8.01 Other
Events.
On
December 8, 2009, the Board of Directors of the General Partner approved the
recommendations and ratified the determinations of the Executive Compensation
and Option Committee of the Board of Directors and authorized the General
Partner to:
(1) increase
the annual compensation paid to non-employee members of the Board of Directors
from $40,000 to $45,000;
(2) increase
the annual compensation paid to the chairs of the Audit Committee and the
Executive Committee of the Board of Directors from $12,500 to
$15,000;
(3) increase
the annual compensation paid to the chairs of the Executive Compensation and
Option Committee and the Nominating and Corporate Governance Committee of the
Board of Directors from $7,500 to $10,000;
(4) maintain
the compensation paid to non-employee members of the Board of Directors for
attendance at, or telephonic participation in, meetings of the Board of
Directors or any committee thereof at $1,500 per meeting.
(5) grant
to each non-employee member of the Board of Directors restricted common stock
awards, no later than December 31, 2009, pursuant to the General Partner’s
Amended and Restated 2000 Director Stock Option Plan in an amount equal to 1,970
shares of the General Partner’s common stock. The restricted common stock
granted to the non-employee members of the Board of Directors will vest on
January 1, 2011.
A form of
restricted share award agreement, effective December 8, 2009, entered into with
each non-employee director is filed as Exhibit 10.2 herewith.
In
furtherance of the Company’s efforts to maintain best corporate governance
practices, the Board of Directors also adopted Equity Ownership Guidelines for
directors. The Equity Ownership Guidelines will further align the
interests of directors with stockholder value and require each non-employee
director of the Company to own an aggregate of $200,000 of shares of common
stock of the Company or units of limited partnership interest of Mack-Cali
Realty, L.P. redeemable for shares of common stock of the Company, as of and
from the later to occur of (i) January 1, 2013, or (ii) to the extent a director
is not a director on December 8, 2009, the three year anniversary of the date
such director is elected to the Board of Directors.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1
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Form
of Restricted Share Award Agreement effective December 8, 2009 by and
between Mack-Cali Realty Corporation and each of Mitchell E. Hersh, Barry
Lefkowitz, Michael Grossman, Mark Yeager and Roger W.
Thomas.
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10.2
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Form
of Restricted Share Award Agreement effective December 8, 2009 by and
between Mack-Cali Realty Corporation and each of William L. Mack, Martin
S. Berger, Alan S. Bernikow, John R. Cali, Kenneth M. Duberstein, Nathan
Gantcher, David S. Mack, Alan G. Philibosian, Dr. Irvin D. Reid, Vincent
Tese and Roy J. Zuckerberg.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
MACK-CALI
REALTY CORPORATION
Dated: December
10,
2009 By: /s/ Mitchell E.
Hersh
Mitchell E. Hersh
President and
Chief Executive
Officer
MACK-CALI REALTY, L.P.
By: Mack-Cali
Realty Corporation,
its general partner
Dated: December
10,
2009 By: /s/ Mitchell E.
Hersh
Mitchell E. Hersh
President and
Chief Executive
Officer
EXHIBIT
INDEX
Exhibit
No. Description
10.1
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Form
of Restricted Share Award Agreement effective December 8, 2009 by and
between Mack-Cali Realty Corporation and each of Mitchell E. Hersh, Barry
Lefkowitz, Michael Grossman, Mark Yeager and Roger W.
Thomas.
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10.2
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Form
of Restricted Share Award Agreement effective December 8, 2009 by and
between Mack-Cali Realty Corporation and each of William L. Mack, Martin
S. Berger, Alan S. Bernikow, John R. Cali, Kenneth M. Duberstein, Nathan
Gantcher, David S. Mack, Alan G. Philibosian, Dr. Irvin D. Reid, Vincent
Tese and Roy J. Zuckerberg.
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