RESTRICTED SHARE AWARD AGREEMENT







                                 ROGER W. THOMAS





















































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                         AGREEMENT EVIDENCING THE GRANT

                      OF A RESTRICTED SHARE AWARD PURSUANT

                        TO THE EMPLOYEE STOCK OPTION PLAN

                         OF MACK-CALI REALTY CORPORATION





            AGREEMENT ("Agreement") effective as of March 12, 2001, ("Grant

Date") by and between Mack-Cali Realty Corporation (the "Company") and Roger W.

Thomas ("Recipient").



            WHEREAS, pursuant to the 2000 Employee Stock Option Plan of

Mack-Cali Realty Corporation (the "Plan"), the Company wishes to award 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 the

Second Amended and Restated Employment Agreement dated as of July 1, 1999 by and

between the Company and the Recipient (the "Employment Agreement"), and



            WHEREAS, upon the vesting of Restricted Shares, Recipient is also

entitled to receive a tax gross-up from the Company under the Tax Gross Up

Agreement between the Recipient and the Company dated March 12, 2001 (the "Tax

Gross Up Agreement") to enable the Recipient to retain as many shares of Common

Stock as possible,



            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





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conditional receipt of 1,000 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. An aggregate of 1,000 Restricted Shares may vest

in the Recipient and vest on either a year by year basis approximately over a

three year Vesting Period or on a cumulative basis approximately over a five

year maximum Vesting Period. The number of Restricted Shares scheduled to be

vested and earned on each Vesting Date on a year by year basis provided the

Performance Goals specified in Section 2(c) below are satisfied is as follows:





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{TABLE}

{CAPTION}



                  RESTRICTED SHARES              VESTING DATE





{S}                                             {C}

                        300                     January 1, 2002

                        350                     January 1, 2003

                        350                     January 1, 2004

{/TABLE}





                  The Vesting Date for this Agreement shall be each January 1st

through and including January 1, 2006. In determining the number of Restricted

Shares which are earned and vested, if applicable, fractional shares shall be

rounded down to the nearest whole number and shall be aggregated and earned on

the next Vesting Date.



                  (c) PERFORMANCE GOALS. (i) The Restricted Shares shall vest on



the applicable Vesting Date on a year by year basis 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

twelve and three quarters percent (12.75%) total return (dividends, assuming

reinvestment upon applicable payment date, 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 the effect of

straight lining of rents, gains (or losses) from debt restructuring, other

extraordinary and significant non-recurring items, and gains (or losses) on sale

of property and other property-related valuation allowances, plus real estate

related depreciation and amortization, as calculated in accordance with the

National





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Association of Real Estate Investment Trusts definition published in March 1995

after adjustment for straight lining of rents 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 diluted weighted average number of outstanding shares of Common Stock

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