CALI REALTY CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
AGREEMENT EVIDENCING THE GRANT OF A RESTRICTED SHARE
AWARD PURSUANT TO THE AMENDED AND RESTATED EMPLOYMENT
AGREEMENT FOR BRANT CALI ENTERED INTO AS OF JANUARY 21, 1997
AGREEMENT ("Agreement") effective as of January 21, 1997, ("Grant Date") by
and between Cali Realty Corporation (the "Company") and Brant Cali
WHEREAS, pursuant to the amended and restated employment agreement between
Recipient and the Company entered into as of January 21, 1997 (the "Employment
Agreement") the Company has awarded 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 Employment Agreement and this Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Award of Shares of Restricted Stock.
Pursuant to the Employment Agreement, the Company hereby awards to the
Recipient, effective as of the Grant Date, a Restricted Share Award representing
the right to earn 55,555 shares of Common Stock ("Restricted Shares") subject to
the terms, conditions and restrictions set forth herein. Capitalized terms not
otherwise defined in this Agreement shall be as defined in the Employment
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) 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
(b) Vesting. An aggregate of 55,555 Restricted Shares may be earned by
the Recipient and vest on a cumulative basis over a five to seven year Vesting
Period, with 11,111 Restricted Shares scheduled to be vested and earned on each
Vesting Date provided the Performance Goals specified in Section 2(c) below are
satisfied. The Vesting Date for this Agreement shall be January 21. In
determining the number of Restricted Shares which are earned and vested,
fractional shares shall be rounded down to the nearest whole number and shall be
aggregated and earned, on the last Vesting Date.
(c) Performance Goals. (i) A total of 11,111 Restricted Shares shall
vest on each Vesting Date provided one of the following financial tests
("Financial Tests") is met for the measurement period ending on the last day of
the Company's fiscal year immediately preceding such Vesting Date: (A) the
Company achieves an eight percent (8%) funds from operations per common share
("FFO") increase, or (B) shareholders receive a fifteen percent (15%) total
return (dividends plus stock appreciation per share of Common Stock). For
purposes of this Agreement, FFO shall mean (i) net income (loss) before minority
interest of unit holders, computed in accordance with generally accepted
accounting principles ("GAAP"), excluding gains (or losses) from debt
restructuring and sale of property, plus real estate return, depreciation and
amortization as calculated in accordance with the National Association of Real
Estate Investment Trusts definition published in March 1995, as amended from
time to time, and as applied in accordance with the accounting practices and
policies of the Company in effect from time to time on a consistent basis to the
entire Vesting Period, divided by (ii) the sum of (A) the primary weighted
average number of outstanding shares of Common Stock as it appears in the
Company's financial statement for the applicable period and (B) the primary
weighted average number of outstanding limited partnership units of Cali Realty,
L.P., a Delaware limited partnership
of which the Company is the sole general partner, for the applicable period.
(ii) In the event that neither of the Financial Tests above is
satisfied in the measurement period ending on the applicable Vesting Date
("Non-Achievement Year"), any Restricted Shares that failed to vest on such Date
may vest on a subsequent Vesting Date provided the test described below is
satisfied (the "Cumulative Test"). The Cumulative Test shall be applied at the
end of any measurement period ("Catch-Up Year") with respect to any prior
Non-Achievement Year provided both of the following conditions are satisfied:
(I) a Financial Test is satisfied in the Catch-Up Year without respect to any
prior period and (II) a Financial Test is satisfied in the Catch-Up Year on a
cumulative basis beginning with the first measurement period occurring within
the Vesting Period and ending with the Catch-Up Year. In the event that both of
the conditions in the immediately preceding sentence are satisfied, the
Restricted Shares that failed to vest in the Non-Achievement Year shall
automatically vest on the Vesting Date applicable to the Catch-Up Year. For
example, if vesting occurred in years one (1) and two (2), year three (3) is a
Non-Achievement Year, and one of the Financial Tests is met in year four (4),
the Cumulative Test may be used. Vesting in that portion of the Restricted Stock
Award scheduled to vest in year three (3) will occur in year four (4) if either
the aggregate FFO is thirty-two percent (32%) or the aggregate total return is
sixty percent (60%) at the end of the fourth (4th) fiscal year. Rules for
Application of the Cumulative Test: (a) it is not necessary for the Catch-Up
Year to immediately succeed the Non-Achievement Year in order for the Cumulative
Test to be applicable as long as the Catch-Up Year occurs during the Vesting
Period and (b) it is not necessary for the same Financial Test to be satisfied
in the Catch-Up Year, first on an independent and then on a cumulative basis, in
order for conditions (l) and (ll) above to be satisfied. Notwithstanding any
contrary provisions contained in this Section 2(c), any Restricted Shares that
have not been earned and vested by January 21, 2004 pursuant to the Cumulative
automatically be canceled and 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 of the Recipient or a nominee or
nominees therefor. Prior to Vesting, the Company shall prepare and issue a
certificate for the Restricted Shares (the "Share Certificate"), which shall be
registered in the name of the Recipient 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
designee of the Company ( the "Designee") a stock power designating the Company
as the transferee of an unspecified number of Shares, which stock power 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
power be guaranteed. Upon receipt of a copy of this Agreement and the stock
power, each signed by the Recipient, the Designee shall promptly notify the
proper officers of the Company who shall cause the Share Certificate to be
deposited with the Designee, to be held in accordance with the terms of the
Employment Agreement and this
(c) Effect of Vesting. Upon Vesting, the Company shall cause to be
delivered to the Recipient (i) a certificate for the Shares which have vested
free and clear of restrictive legends and (ii) any stock powers signed hereunder
by the Recipient remaining in its possession. In the event that the Recipient
dies after Vesting and before delivery of the certificate, 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.
(e) Power of Designee. The Designee is hereby authorized by the
Recipient to utilize the stock power delivered by the Recipient to transfer all
forfeited Shares to the Company upon receipt of instructions from a duly
authorized representative of the Company.
4. Termination of Employment; Change in Control.
(a) Termination Without Cause, For Good Reason, Disability or Death;
Change in Control. Unless otherwise provided in the Employment Agreement, if the
Recipient's employment with the Company is terminated prior to the end of the
Vesting Period set forth in this Agreement either by the Company without Cause,
by the Recipient for Good Reason, or due to Disability or death, 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 employment
with the Company. In
addition, unless otherwise provided in the Employment Agreement, 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. Unless otherwise provided in the
Employment Agreement, if the Recipient's employment with the Company terminates
prior to the end of the Vesting Period set forth in this Agreement for reasons
other than those specified in Section 4(a) above, any Restricted Shares subject
to this Agreement that have not been earned and vested prior to the Recipient's
termination of employment shall be immediately forfeited on the last day of the
Recipient's employment with the Company.
In connection with the delivery of any stock certificates, or the making of
any payment in accordance with the provisions of this Agreement, the Company
shall withhold Shares or cash amounts (for fractional Shares) equal to the taxes
then required by applicable federal, state and local law to be so withheld.
6. Tax Gross-Up Payments.
(a) Entitlement to Tax Gross-Up Payments. The Recipient shall be
entitled to receive a tax gross-up payment (the "Tax Gross-Up Payment") from the
Company with respect to each tax year Restricted Shares covered by this
Agreement are distributed to him. Each Tax Gross-Up Payment shall be a dollar
amount equal to forty (40%) percent of the fair market value (as determined for
tax purposes) of the Restricted Shares at time of distribution, exclusive of
(b) Termination of Employment Without Cause, for Good Reason,
Disability or Death; Change in Control. Unless otherwise provided in the
Employment Agreement, if the Recipient's employment with the Company is
terminated prior to the end of the Vesting Period set forth in this Agreement
either by the Company
without Cause, by the Recipient for Good Reason, or due to Disability or death,
or in the event a Change in Control occurs, a final Tax Gross-Up Payment shall
be made to the Recipient (or his beneficiary, as the case may be) in a dollar
amount equal to forty (40%) percent of the fair market value (as determined for
tax purposes) of the Restricted Shares distributed to the Recipient (or his
beneficiary). Payment of the final Tax Gross-Up Payment shall be made on the
date the Restricted Shares are distributed or as soon as administratively
(c) Effect of Termination for Any Other Reason. Unless otherwise
provided in the Employment Agreement, if the Recipient's employment with the
Company terminates prior to the end of the Vesting Period set forth in this
Agreement for any reason other than those specified in Section 6(b) above, no
further Tax Gross-Up Payments shall be made to such Recipient.
7. Adjustments for Capital Changes.
In the event of any change in the outstanding share 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 Employment Agreement and this Agreement to
prevent dilution or enlargement of the rights granted to the Recipient.
8. No Right to Continued Employment.
Nothing in this Agreement shall confer on the Recipient any right to
continue as an employee of the Company or in any way affect the Company's or any
subsidiary's right to terminate the Recipient's employment at any time.
Any notice to the Company hereunder shall be in writing addressed to:
Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016
Attn: Thomas A. Rizk
Chief Executive Officer.
Any notice to the Recipient hereunder shall be in writing addressed to:
Mr. Brant Cali
175 Eagle Rock Way
Montclair, New Jersey 07042
or such other address as the Recipient shall notify the Company in writing.
10. Entire Agreement; Effect of Employment Agreement.
(a) 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 thereof.
(b) Effect of Employment Agreement. In the event the Employment
Agreement contains additional rights, duties and/or obligations with respect to
the Recipient, such terms and conditions shall govern the Recipient's Restricted
Share Award as if such terms and conditions had been set forth herein; and in
the event of any conflict or inconsistency between the terms of the Employment
Agreement, this Agreement, the terms and conditions of the Employment Agreement
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.
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
This Agreement shall be binding upon and inure to the benefits of the
successors, assigns and heirs of the respective parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective on the date first above written.
Cali Realty Corporation
By: /s/ Thomas A. Rizk
Name: Thomas A. Rizk
Chief Executive Officer
/s/ Brant Cali