MACK-CALI REALTY CORPORATION RESTRICTED SHARE AWARD AGREEMENT
Exhibit 10.1
XXXX-XXXX REALTY CORPORATION
XXXXXXX XXXX
AGREEMENT EVIDENCING THE GRANT
OF A RESTRICTED SHARE AWARD PURSUANT
TO THE 2013 INCENTIVE STOCK PLAN
OF XXXX-XXXX REALTY CORPORATION
Agreement ("Agreement") effective as of March 19, 2014, ("Grant Date") by and between Xxxx-Xxxx Realty Corporation (the "Company") and Xxxxxxx Xxxx ("Recipient").
Whereas, pursuant to the 2013 Incentive Stock Plan of Xxxx-Xxxx Realty Corporation (the "Plan"), the Company hereby awards shares (hereinafter, "Restricted Share Award") of the Company's common stock, par value $.01 per share ("Common Stock"), to the Recipient subject to such terms, conditions, and restrictions as set forth in the Plan and this Agreement;
Now, Therefore, the parties hereto hereby agree as follows:
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 4,684 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. Capitalized terms not otherwise defined in this Agreement shall be as defined in the Plan.
forfeited Restricted Shares to the Company upon receipt of instructions from a duly authorized representative of the Company.
(a) Recipient understands and acknowledges that during his/her employment with the Company, he/she will be exposed to Confidential Information (as defined below), all of which is proprietary and which will rightfully belong to the Company. Recipient shall hold in a fiduciary capacity for the benefit of the Company such Confidential Information obtained by Recipient during his/her employment with the Company and shall not, directly or indirectly, at any time, either during or after his/her 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, attorneys, accountants, financial advisors, consultants, or investment bankers except as required in the performance of his/her duties for the Company or as otherwise required by law. Recipient shall take all reasonable steps to safeguard such Confidential Information and to protect such Confidential Information against disclosure, misuse, loss or theft.
(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 Recipient on behalf of the Company or its predecessors. For purposes of this Paragraph 4, 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.
(c) Except for such items which are of a personal nature to Recipient (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 Recipient's employment or at any time as requested by the Company.
(d) The parties hereto agree that the Company would suffer irreparable harm from a breach by Recipient of any of the covenants or agreements contained in this Paragraph 4. Therefore, in the event of the actual or threatened breach by Recipient of any of the provisions of this Paragraph 4, 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.
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 be entitled to withhold Restricted Shares or cash amounts (for fractional Restricted Shares) equal to the taxes then required by applicable federal, state and local law to be so withheld.
6. Adjustments for Capital Changes.
In the event of any change in the outstanding shares 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 Plan and this Agreement to prevent dilution or enlargement of the rights granted to the Recipient.
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.
This Agreement is not intended to provide for an elective deferral of compensation that would be subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company reserves the right to unilaterally amend or modify this Agreement to ensure that the award does not become subject to the requirements of Section 409A thereof.
Any notice to the Company hereunder shall be in writing addressed to:
Xxxx-Xxxx Realty Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxxxx X. Xxxxx
President and Chief Executive Officer
and
Xxxx X. Xxxxxx, Esq.
Acting Chief Legal Officer
Any notice to the Recipient hereunder shall be in writing addressed to:
Xx. Xxxxxxx Xxxx
(at the address set forth in the Company records)
or such other address as the Recipient shall notify the Company in writing.
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.
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.
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 Jersey.
This Agreement shall be binding upon and inure to the benefit 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.
Xxxx-Xxxx Realty Corporation
By: /s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
President and Chief Executive Officer
Recipient
/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx