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MACK-CALI REALTY CORPORATION (NYSE:CLI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

MACK-CALI REALTY CORPORATION (NYSE:CLI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
.

On April5, 2017, Mack-Cali Realty Corporation (the Company), the
general partner of Mack-Cali Realty, L.P. (the Operating
Partnership), announced that Michael J. DeMarco, the Companys
President and Chief Operating Officer, was appointed as the
Companys Chief Executive Officer, effective April4, 2017.
Concurrent with Mr.DeMarcos appointment as Chief Executive
Officer, Mitchell E. Rudin, the Companys former Chief Executive
Officer, was appointed Vice Chairman of the Company, effective
April4, 2017. In his new role, Mr.Rudin will report directly to
the Board of Directors and will perform such duties and
responsibilities as may be directed by the Board of Directors.

In connection with Mr.Rudins appointment as Vice Chairman of the
Company, on April4, 2017 Mr.Rudin entered into an amendment (the
Amendment) to his employment agreement with the Company, dated as
of June3, 2015 (the Employment Agreement). The Amendment modifies
the terms of Mr.Rudins Employment Agreement as follows:

A target annual bonus opportunity of seventy-five percent (75%)
of his then effective base salary, with a threshold bonus
opportunity of fifty percent (50%), and a maximum bonus
opportunity of one hundred percent (50%), to be based on
objective performance goals to be established annually by the
Compensation Committee;

Upon a termination by the Company without cause or by Mr.Rudin
for good reason (as such terms are defined in Employment
Agreement) during the term of the Employment Agreement, all of
Mr.Rudins long-term incentive plan (LTIP) awards, including
restricted stock units and performance share units issued to the
Employment Agreement on June5, 2015 and LTIP units in the
Operating Partnership issued on March8, 2016, shall vest in full,
with performance-based awards vesting based on performance
measured as of the date of such termination;

A provision limiting the geographic scope of Mr.Rudins
restrictive covenant not to compete with the Company to Hudson
County, New Jersey; and

Reimbursement of all reasonable legal fees incurred by Mr.Rudin
in connection with the Amendment.

Except as modified by the Amendment, all other terms and
conditions of the Employment Agreement remain in full force and
effect.

A copy of the Amendment is filed herewith as Exhibit10.1 and is
incorporated herein by reference. A copy of the Companys press
release announcing the management changes is filed herewith as
Exhibit99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits

ExhibitNo.

Description

10.1

Amendment, dated as of April4, 2017, to Executive
Employment Agreement, dated as of June3, 2015, by and
between Mitchell E. Rudin and Mack-Cali Realty Corporation.

99.1

Press Release of Mack-Cali Realty Corporation dated April5,
2017.

About MACK-CALI REALTY CORPORATION (NYSE:CLI)
Mack-Cali Realty Corporation is a self-administered and self-managed real estate investment trust (REIT). The Company owns and operates a real estate portfolio of Class A office and office/flex properties. It operates in three segments: commercial and other real estate, multi-family real estate and multi-family services. Its commercial and other real estate provides leasing, property management, acquisition, development, construction and tenant-related services for its commercial and other real estate, and multi-family real estate portfolio. Its multi-family services business also provides similar services for third parties. It owned or had interests in approximately 248 properties, consisting of approximately 119 office and approximately 110 flex properties, totaling approximately 26.6 million square feet, leased to approximately 1,600 commercial tenants and approximately 19 multi-family rental properties containing approximately 5,614 residential units, plus developable land. MACK-CALI REALTY CORPORATION (NYSE:CLI) Recent Trading Information
MACK-CALI REALTY CORPORATION (NYSE:CLI) closed its last trading session 00.00 at 26.89 with 511,576 shares trading hands.

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