Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
In connection with
Under the terms of the Release Agreement, and consistent with the terms of the
Employment Agreement and the relevant award agreements,
· immediately vest in 29,230 previously earned but unvested performance-based
long-term incentive plan units ("LTIP Units");
· immediately vest in 31,963 unvested time-based LTIP Units and 1,162
time-vesting restricted stock units ("RSUs") previously granted toMr. Tycher ;
· be eligible to vest in a maximum of 162,290 performance-based LTIP Units and
2,153 performance-vesting RSUs previously granted toMr. Tycher , subject to the achievement of applicable performance criteria over the performance period applicable under the award agreements governing such LTIP Units and RSUs; and
· immediately forfeit 101,625 performance-based LTIPs and 48,960 PRSUs previously
granted toMr. Tycher .
Under the terms of the Consulting Agreement,
· provide certain consulting, cooperation and transition services to the General
Partner and general support, oversight and development services for the General Partner's multi-family operations;
· receive a monthly consulting fee of
of the Consulting Term;
· be eligible to receive, upon and subject to the occurrence of thirteen separate
milestone events to the extent each such milestone event may occur during the Consulting Term, a success fee ranging from$50,000 to$150,000 per milestone, up to a maximum aggregate of$1,250,000 if all milestones are achieved during the Consulting Term;
· be eligible for continued vesting in 12,720 time-based LTIP Units and 54,155
time-vesting RSUs previously granted toMr. Tycher , subject toMr. Tycher's performance of the Consulting Agreement through the end of the Consulting Term;
· be eligible for continued vesting in a maximum of 72,688 performance-based LTIP
Units previously granted toMr. Tycher , subject toMr. Tycher's performance of the Consulting Agreement through the end of the Consulting Term and the achievement of applicable performance criteria over the performance period applicable under the award agreements governing such LTIP Units; and
· be eligible for continued vesting in 18,387 performance-based LTIP Units and
51,393 performance-vesting RSUs previously granted to
subject to
in the Consulting Agreement and the achievement of the applicable performance
criteria over the performance period applicable under the award agreements
governing such LTIP Units and RSUs.
In addition, under the terms of the Consulting Agreement
The foregoing summaries are qualified entirely by reference to the Release and Consulting Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Exhibit Title 10.1 Separation and Release Agreement datedMay 19, 2021 . 10.2 Consulting and Cooperation Agreement dated as ofMay 13, 2021 by and amongMack-Cali Realty Corporation and Marshall B. Tycher. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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