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AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
FOR
▇▇▇▇ ▇. ▇▇▇▇
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TABLE OF CONTENTS
Page
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1. Employment.................................................................1
2. Services...................................................................2
3. Compensation and Benefits..................................................3
4. Termination of Employment and Change in Control............................6
5. Confidential Information..................................................12
6. Return of Documents.......................................................13
7. Noncompete................................................................13
8. Remedies..................................................................15
9. Successors and Assigns....................................................15
10. Timing of and No Duplication of Payments/Tax Withholding..................16
11. Modification or Waiver....................................................17
12. Notices...................................................................17
13. Governing Law.............................................................18
14. Severability..............................................................18
15. Counterparts..............................................................18
16. Headings..................................................................19
17. Entire Agreement..........................................................19
18. Survival of Agreements...................................................19
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is
entered into as of January 21, 1997, by and between ▇▇▇▇ ▇. ▇▇▇▇, an individual
residing at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
("Executive"), and Cali Realty Corporation, a Maryland corporation with offices
at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company").
RECITALS
WHEREAS, the Executive has held the position of Chief Administrative
Officer pursuant to his Employment Agreement with the Company dated August 31,
1994 ("Prior Agreement") and, through such service, has acquired special and
unique knowledge, abilities and expertise; and
WHEREAS, the Company desires to extend Executive's Employment Period (as
defined in the Prior Agreement) to January 21, 2002, and the Company and
Executive desires to restructure certain terms of the Prior Agreement and
otherwise to amend and restate the Prior Agreement in its entirety as set forth
in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereby agree as follows:
1. Employment.
The Company hereby agrees to employ Executive, and Executive hereby agrees
to be employed by the Company, for a term commencing on the date hereof and
expiring on January 21, 2002; provided, however, that commencing on January 21,
2002 and each January 21 thereafter, the term of this Agreement shall be
extended automatically for one (1) additional year unless at least ninety (90)
days prior to the applicable expiration date either the Company or Executive
shall have given written notice to the other party that such party does not wish
to extend this Agreement. It being agreed and understood that the extension of
this Agreement shall not create an obligation of the Company to issue new awards
to Executive hereunder. The term of this Agreement, as it may be extended from
time to time in accordance with this Paragraph 1, is referred to herein as the
"Employment Period."
2. Services.
During the Employment Period, Executive shall hold the position of Chief
Administrative Officer and shall devote his best efforts and substantially all
of his business time, skill and attention to the business of the Company, and
shall perform such duties as are customarily performed by similar executive
officers and as may be more specifically enumerated from time to time by the
Board of Directors of the Company (the "Board") or the Executive Committee of
the Board, if any; provided, however, that the foregoing is not intended to (a)
preclude Executive from (i) owning and managing personal investments, including
real estate investments, subject to the restrictions set forth in Paragraph 7
hereof or (ii) engaging in charitable activities and community affairs, or (b)
restrict or otherwise limit Executive from conducting real estate development,
acquisition or management activities with respect to those properties described
in Schedule A, attached hereto, (the "Excluded Properties"), provided that
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the performance of the activities referred to in clauses (a) and (b) does not
prevent Executive from devoting substantially all of his business time to the
Company.
3. Compensation and Benefits.
During the Employment Period, the Company shall pay Executive a minimum
annual base salary in the amount of $225,000 (the "Annual Base Salary"), payable
in accordance with the Company's regular payroll practices. In addition,
Executive also shall be eligible for incentive compensation payable each year in
such amounts as may be determined by the Compensation Committee of the Board
(the "Compensation Committee") based upon, among other factors, growth in Funds
from Operations per Common Share (as hereinafter defined) for the year.
Executive's Annual Base Salary shall be reviewed annually in accordance with the
policy of the Company from time to time and may be subject to upward adjustment
based on, among other things, Executive's performance, as determined in the sole
discretion of the Compensation Committee. The Company shall have the right 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. In addition to the compensation
specified above and other benefits provided pursuant to this Paragraph 3,
Executive shall be entitled to the following benefits:
(a) participation in the Employee Stock Option Plan of Cali Realty
Corporation (the "Stock Option Plan"), and other benefit plans
(including without limitation the Cali Realty Corporation
401(k) Savings and Retirement Plan and any other stock option
plans which may be adopted or maintained by the Company) made
generally available to executives of the Company with such
participation to be consistent with reasonable Company
guidelines;
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(b) participation in any health insurance, disability insurance,
group life insurance or other welfare benefit program made
generally available to executives of the Company; and
(c) reimbursement for reasonable business expenses incurred by
Executive in furtherance of the interests of the Company.
In addition, Executive shall be entitled to receive such bonuses and
options to purchase shares of common stock, par value $0.01 per share, of the
Company (the "Common Stock") as the Board shall approve, in its sole discretion,
including, without limitation, options and bonuses contingent upon Executive's
performance and the achievement of specified financial and operating objectives
for Funds from Operations per Common Share. For purposes of this Agreement,
"Funds from Operations per Common Share" for any period 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 Employment 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.
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As further consideration for Executive agreeing to serve as an officer and
entering into this Agreement upon the terms set forth herein, including, without
limitation, the terms relating to noncompetition set forth in Paragraph 7 below,
the Company shall, concurrently herewith or as soon as practicable after the
execution of this Agreement:
grant to Executive 55,555 restricted shares of Common Stock
("Restricted Shares") pursuant to the terms and conditions of this
Agreement, and the written agreement, issued pursuant to this
Agreement, evidencing such award executed between the Company and
Executive (the "Restricted Share Agreement"). In the event of a
conflict between the Restricted Share Agreement and this Agreement,
the terms of this Agreement shall control.
The Restricted Share Award (as defined in the Restricted Share
Agreement) is scheduled to vest over five (5) years with twenty
percent (20%) of the Restricted Shares vesting on each of the first
anniversary of the date hereof (the "First Anniversary"), the second
anniversary of the date hereof (the "Second Anniversary"), the third
anniversary of the date hereof (the "Third Anniversary"), the fourth
anniversary of the date hereof (the "Fourth Anniversary") and the
fifth anniversary of the date hereof (the "Fifth Anniversary"),
provided, that certain Performance Goals as defined and set forth in
the Restricted Share Agreement are met. Vesting shall be cumulative
in accordance with the provisions of the Restricted Share Agreement
and the Performance Goals may be achieved as specified therein up
until the seventh anniversary of the date hereof. Except as
otherwise provided in Paragraph 4 hereof, Executive must be employed
by the Company on the applicable anniversary date to vest in the
Restricted Shares scheduled to vest in a particular year. The
measurement date to determine such vesting shall be the last day of
the Company's fiscal year preceding the year in which the applicable
anniversary date occurs.
In addition, upon vesting of the Restricted Shares on each
applicable anniversary date, the Company shall make a cash payment
to Executive on that anniversary date in an amount equal to forty
percent (40%) of the Fair Market Value (determined as of such
anniversary date) of the Restricted Shares that vest on such
anniversary date (the "Restricted Share Tax Gross-Up Payment").
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As consideration for entering into the Prior Agreement upon the terms set
forth therein, including without limitation, the terms relating to
noncompetition set forth in Paragraph 7 thereof, the Company, concurrently
therewith, pursuant to Paragraph 3 of the Prior Agreement granted to Executive
options to purchase 200,000 shares of Common Stock at a purchase price of $17.25
per share (the "1994 Options"). Such options were granted pursuant to the terms
and conditions of the Stock Option Plan, having a ten (10) year term and vesting
over a three (3) year period beginning on August 31, 1994, with one-third of
such options vested on the August 31, 1995, and one-third vested on August 31,
1996, and one-third vesting on August 31, 1997, subject to acceleration in
accordance with the terms of the Stock Option Plan.
The 1994 Options were and are intended to qualify as incentive stock
options within the meaning of Section 422(b) of the Internal Revenue Code of
1986, as amended (the "Code"); provided, however, that to the extent that any of
such options did not or do not satisfy the requirements of Section 422(b) of the
Code, then they shall be treated as non-qualified options.
4. Termination of Employment and Change in Control.
(a) Termination of Employment by the Company for Cause or By Executive
without Good Reason. In the event (i) the Company terminates Executive's
employment for Cause (as hereinafter defined) or (ii) Executive terminates his
employment without Good Reason (as hereinafter defined), the Company shall pay
Executive any unpaid salary accrued through and including the date of
termination. In addition, in such event, Executive shall be entitled (i) to
exercise any options which
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have vested and are exercisable in accordance with the terms of the applicable
option grant agreement or plan, and (ii) to retain any Restricted Shares
previously awarded to Executive pursuant to this Agreement and the Restricted
Share Agreement and any Restricted Share Tax Gross-Up Payments which are fully
vested on the date of termination. Except for any rights which Executive may
have to unpaid salary amounts through and including the date of termination,
vested options, and vested Restricted Shares and related Restricted Share Tax
Gross-Up Payments, all as set forth above, the Company shall have no further
obligations hereunder following such termination.
(b) Termination of Employment Upon Death or Disability . In the event of
termination of Executive's employment as a result of either (i) Executive's
death or Disability (as hereinafter defined), the Company shall pay to
Executive, his estate or his personal representative (A) the unpaid salary
through the end of the Employment Period remaining (assuming no such termination
occurred) and (B) a pro-rata portion, based upon the number of days in the
period beginning with January 1 of the calendar year in which such termination
occurred and ending with the date the Employment Period ends (assuming such
termination did not occur), of the average annual amount of incentive
compensation payments paid to Executive during each previous year of Executive's
employment hereunder (the "Pro-Rata Portion of Incentive Compensation"). The
aforesaid amount shall be payable, at the option of Executive, his estate or his
personal representative, either (i) in full immediately upon such termination or
(ii) monthly over the remainder of the Employment Period. In addition, Executive
shall be entitled (i) at the option of Executive, his estate or his personal
representative, within one (1) year of the date of such termination, to exercise
any options which have vested
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(including, without limitation, by acceleration in accordance with the terms of
the applicable option grant agreement or plan) and are exercisable in accordance
with the terms of the applicable option grant agreement or plan or to require
the Company (upon written notice delivered within one hundred eighty (180) days
following the date of Executive's termination) to repurchase all or any portion
of Executive's vested options to purchase shares of Common Stock at a price
equal to the difference between the Repurchase Fair Market Value (as hereinafter
defined) of the shares of Common Stock for which the options to be repurchased
are exercisable and the exercise price of such option as of the date of
Executive's termination of employment, and (ii) to retain all Restricted Shares
awarded to Executive pursuant to this Agreement and the Restricted Share
Agreement whether or not such Restricted Shares had previously vested as of the
date of termination. In the event any Restricted Shares have not vested as of
the date of termination, such Restricted Shares shall immediately vest and
Executive, his estate or his personal representative shall receive a cash
payment from the Company on the date of termination in an amount equal to forty
percent (40%) of the Fair Market Value (determined as of the date of
termination) of the Restricted Shares that vest on the date of termination (the
"Termination Restricted Share Tax Gross-Up Payment"). Except for any rights
which Executive may have to unpaid salary amounts through the end of the
Employment Period, the Pro-Rata Portion of Incentive Compensation, vested
options, and Restricted Shares (and the full vesting thereof) and the
Termination Restricted Share Tax Gross-Up Payment, all as set forth above, the
Company shall have no further obligations hereunder following such termination.
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(c) Termination of Employment By the Company Without Cause or By the
Executive for Good Reason. In the event (i) the Company terminates Executive's
employment for any reason other than Cause or (ii) Executive terminates his
employment for Good Reason, the Company shall pay to Executive and Executive
shall be entitled to all the payments and rights Executive would have had if
Executive's employment had been terminated due to Disability as set forth in
sub-paragraph 4(b) (including all benefits under this Agreement and the
Restricted Share Agreement), except that Executive must exercise any options
which have vested within ninety (90) days of the date of termination. Except for
any rights which Executive may have to unpaid salary amounts through the end of
the Employment Period, the Pro-Rata Portion of Incentive Compensation, vested
options, and Restricted Shares (and full vesting thereof) and the Termination
Restricted Share Tax Gross-Up Payment, all as set forth above, the Company shall
have no further obligations hereunder following such termination.
(d) Upon a Change in Control. In the event of a Change in Control (as
hereinafter defined), Executive shall be entitled to (i) all Restricted Shares
awarded to Executive pursuant to this Agreement and the Restricted Share
Agreement whether or not such Restricted Shares had previously vested as of the
date of the Change in Control. In the event any Restricted Shares have not
vested as of the date of the Change in Control, such Restricted Shares shall
immediately vest and Executive shall receive a cash payment from the Company on
the date of the Change in Control in an amount equal to forty percent (40%) of
the Fair Market Value (determined as of the date of the Change in Control) of
the Restricted Shares that vest on the date of the
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Change in Control (the "Change in Control Restricted Share Tax Gross-Up
Payment") and (ii) an excise tax gross-up payment. If it is determined by an
independent accountant mutually acceptable to the Company and Executive that as
a result of compensation paid and other benefits provided to Executive by the
Company pursuant to this Agreement or otherwise, a tax will be imposed on
Executive pursuant to Section 4999 of the Code (or any successor provisions) the
Company shall pay Executive in cash an amount equal to the excise tax for which
the Executive is liable under Section 4999 of the Code.
Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall
be paid to Executive in a single sum on or immediately prior to date of the
Change in Control but prior to the consummation of the transaction with any
successor.
In addition, other than the 1994 Options, any other options previously or
hereafter granted to Executive that have not vested as of the date of the Change
in Control shall immediately vest upon the occurrence of and on the date of a
Change in Control irrespective of whether Executive's employment terminates in
connection with such Change in Control.
(e) For purposes of this Agreement:
(i) "Cause" shall mean (A) the willful and continued failure by
Executive 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, or (B) willful misconduct by Executive
which is materially injurious to the Company, monetarily or
otherwise, or (C) the willful violation by Executive of the
provisions of Paragraph 5 or 7 hereof. For purposes of this
Paragraph 4(e)(i), 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) "Change in Control" shall mean that any of the following
events has occurred: (a) any "person" or "group" of persons,
as such terms are used in Sections 13 and 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), other
than any employee benefit plan sponsored by the Company,
becomes the "beneficial owner", as such term is used in
Section 13 of the Exchange Act, of thirty percent (30%) or
more of the Common Stock of
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the Company issued and outstanding immediately prior to such
acquisition; (b) any Common Stock of the Company is purchased
pursuant to a tender or exchange offer other than an offer by
the Company; or (c) the dissolution or liquidation of the
Company or the consummation of any merger or consolidation of
the Company or any sale or other disposition of all or
substantially all of its assets, if the shareholders of the
Company immediately before such transaction own, immediately
after consummation of such transaction, equity securities
(other than options and other rights to acquire equity
securities) possessing less than thirty percent (30%) of the
voting power of the surviving or acquiring company.
(iii) "Disability" shall mean the 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 under this
Agreement and such disability has disabled Executive for a
cumulative period of one hundred eighty (180) days within a
twelve (12) month period.
(iv) "Fair Market Value" shall mean the closing price of the Common
Stock as quoted on the New York Stock Exchange at the end of
the last business day preceding the Determination Date, the
applicable anniversary or the date of termination, as the case
may be, as reported in the New York edition of the Wall Street
Journal.
(v) "Good Reason" shall mean (A) any material and substantial
breach of this Agreement by the Company, (B) a material
reduction in the Executive's Annual Base Salary or other
benefits (except for bonuses or similar discretionary
payments) as in effect at the time in question, or any other
failure by the Company to comply with Paragraph 3 hereof, or
(C) the Company shall have given notice pursuant to Paragraph
1 hereof at any time prior to the sixth anniversary of the
date hereof that it does not wish to extend this Agreement,
except in connection with termination of Executive's
employment for Cause or by reason of death or Disability.
(vi) "Repurchase Fair Market Value" shall mean the average of the
closing price on the New York Stock Exchange of the Common
Stock on each of the trading days within the thirty
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(30) days immediately preceding the date of termination of
Executive's employment;
(f) Any termination of Executive's employment by the Company or any such
termination by Executive (other than on account of death) shall be communicated
by written Notice of Termination to the other party hereto. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the provision so
indicated.
5. Confidential Information.
(a) Executive understands and acknowledges that during his employment with
the Company, he will be exposed to Confidential Information (as defined below),
all of which is proprietary and which will rightfully belong to the Company. The
Executive shall hold in a fiduciary capacity for the benefit of the Company such
Confidential Information obtained by Executive during his employment with the
Company and shall not, directly or indirectly, at any time, either during or
after his employment with the Company, without the Company's prior written
consent, use any of such Confidential Information or disclose any of such
Confidential Information to any individual or entity other than the Company or
its employees, except as required in the performance of his duties for the
Company or as otherwise required by law. Executive shall take all reasonable
steps to safeguard such Confidential Information and to protect such
Confidential Information against disclosure, misuse, loss or theft.
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(b) The term "Confidential Information" shall mean any information not
generally known in the relevant trade or industry or otherwise not generally
available to the public, which was obtained from the Company or its predecessors
or which was learned, discovered, developed, conceived, originated or prepared
during or as a result of the performance of any services by Executive on behalf
of the Company or its predecessors. For purposes of this Paragraph 5, the
Company shall be deemed to include any entity which is controlled, directly or
indirectly, by the Company and any entity of which a majority of the economic
interest is owned, directly or indirectly, by the Company.
6. Return of Documents.
Except for such items which are of a personal nature to Executive (e.g.,
daily business planner), all writings, records, and other documents and things
containing any Confidential Information shall be the exclusive property of the
Company, shall not be copied, summarized, extracted from, or removed from the
premises of the Company, except in pursuit of the business of the Company and at
the direction of the Company, and shall be delivered to the Company, without
retaining any copies, upon the termination of Executive's employment or at any
time as requested by the Company.
7. Noncompete.
Executive agrees that:
(a) During the Employment Period and, in the event (i) the Company
terminates Executive's employment for Cause, or (ii) Executive terminates his
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employment without Good Reason, for a one (1) year period thereafter, Executive
shall not, directly or indirectly, within the State of New York, the State of
New Jersey, the State of Pennsylvania, and the State of Connecticut, engage in,
or own, invest in, manage or control any venture or enterprise primarily engaged
in any office-service, office, industrial, or flex property development,
acquisition or management activities, without regard to whether or not such
activities compete with the Company. Nothing herein shall prohibit Executive
from being a passive owner of not more than five percent (5%) of the outstanding
stock of any class of securities of a corporation or other entity engaged in
such business which is publicly traded, so long as he has no active
participation in the business of such corporation or other entity. Moreover, the
foregoing limitations shall not be deemed to restrict or otherwise limit
Executive from conducting real estate development, acquisition or management
activities with respect to the Excluded Properties, if any, provided that during
the Employment Period the performance of such activities does not prevent
Executive from devoting substantially all of his business time to the Company.
(b) If, at the time of enforcement of this Paragraph 7, a court shall hold
that the duration, scope, area or other restrictions stated herein are
unreasonable, the parties agree that reasonable maximum duration, scope, area or
other restrictions may be substituted by such court for the stated duration,
scope, area or other restrictions and upon substitution by such court, this
Agreement shall be automatically modified without further action by the parties
hereto.
(c) For purposes of this Paragraph 7, the Company shall be deemed to
include any entity which is controlled, directly or indirectly, by the Company
and any
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entity of which a majority of the economic interest is owned, directly or
indirectly, by the Company.
8. Remedies.
The parties hereto agree that the Company would suffer irreparable harm
from a breach by Executive of any of the covenants or agreements contained in
Paragraph 5, 6 or 7 of this Agreement. Therefore, in the event of the actual or
threatened breach by Executive of any of the provisions of Paragraph 5, 6 or 7
of this Agreement, the Company may, in addition and supplementary to other
rights and remedies existing in its favor, apply to any court of law or equity
of competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce or prevent any violation of the provisions thereof.
9. Successors and Assigns.
(a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to Executive, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness of an
such succession shall be a breach of this Agreement and shall entitle Executive
to compensation from the Company in the same amount and on the same terms as he
would be entitled to hereunder if his employment terminated
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due to Disability, except that for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the date of
termination. In the event of such a breach of this Agreement, the Notice of
Termination shall specify such date as the date of termination. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to all or substantially all of its business and/or its assets as
aforesaid which executes and delivers the agreement provided for in this
Paragraph 9 or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law. Any cash payments owed to Executive pursuant
to this Paragraph 9 shall be paid to Executive in a single sum immediately prior
to the consummation of the transaction with such successor.
(b) This Agreement and all rights of Executive hereunder shall inure to
the benefit of and be enforceable by Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Executive should die while any amounts would still be
payable to him hereunder if he had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to Executive's beneficiary as determined under any applicable plan,
Executive's devisee, legatee, or other designee or, if there be no such
designee, to Executive's estate.
10. Timing of and No Duplication of Payments/Tax Withholding
(a) All payments payable to Executive pursuant to this Agreement shall be
paid as soon as practicable after such amounts have become fully vested and
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determinable. In addition, Executive shall not be entitled to receive duplicate
payments under any of the provisions of this Agreement.
(b) The Company shall have the right to deduct and withhold from any
amounts which become taxable to Executive hereunder all employment and other
federal, state and local taxes and charges which are, or which may hereafter, be
required by law to be so deducted or withheld.
11. Modification or Waiver.
No amendment, modification, waiver, termination or cancellation of this
Agreement shall be binding or effective for any purpose unless it is made in a
writing signed by the party against whom enforcement of such amendment,
modification, waiver, termination or cancellation is sought. No course of
dealing between or among the parties to this Agreement shall be deemed to affect
or to modify, amend or discharge any provision or term of this Agreement. No
delay on the part of the Company or Executive in the exercise of any of their
respective rights or remedies shall operate as a waiver thereof, and no single
or partial exercise by the Company or Executive of any such right or remedy
shall preclude other or further exercise thereof. A waiver of right or remedy on
any one occasion shall not be construed as a bar to or waiver of any such right
or remedy on any other occasion.
12. Notices.
All notices or other communications required or permitted hereunder shall
be made in writing and shall be deemed to have been duly given if delivered by
hand or
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delivered by a recognized delivery service or mailed, postage prepaid, by
express, certified or registered mail, return receipt requested, and addressed
to the Company or Executive, as applicable, at the address set forth above (or
to such other address as shall have been previously provided in accordance with
this Paragraph 12).
13. Governing Law.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS THEREUNDER.
14. Severability.
Whenever possible, each provision and term of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision or term of this Agreement shall be held to be prohibited by
or invalid under such applicable law, then, subject to the provisions of
Paragraph 7(b) above, such provision or term shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or affecting in
any manner whatsoever the remainder of such provisions or term or the remaining
provisions or terms of this Agreement.
15. Counterparts.
This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and both of which taken together shall constitute one
and the same agreement.
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16. Headings.
The headings of the Paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part hereof and shall
not affect the construction or interpretation of this Agreement.
17. Entire Agreement.
This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all other prior agreements
and undertakings, both written and oral, among the parties with respect to the
subject matter hereof.
18. Survival of Agreements.
The covenants made in Paragraphs 4, 5, 6, 7, 8 and 14 each shall survive
the termination of this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
CALI REALTY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
/s/ ▇▇▇▇ ▇. ▇▇▇▇
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SCHEDULE A
Those properties described in the Prospectus of Cali Realty Corporation for the
sale of 10,500,000 Shares dated August 24, 1994, in the section entitled
"Business and Properties -- Excluded Properties".
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