Item 6. Indemnification of Directors and Officers.
Our officers and directors
are indemnified under Maryland law, our charter and bylaws, and the Second Amended and Restated Agreement of Limited Partnership of Mack-Cali
Realty, L.P., as amended (the “Partnership Agreement”), against certain liabilities. Our charter authorizes us, and our bylaws
require us, to indemnify our directors and officers to the fullest extent permitted from time to time by the laws of the State of Maryland.
The Maryland General Corporation
Law (“MGCL”) permits a corporation to indemnify its directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason
of their service in those capacities unless it is established that the act or omission of the director or officer was material to the
matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, or the director
or officer actually received an improper personal benefit in money, property or services, or in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was unlawful, or the director or officer was adjudged to
be liable to the corporation for the act or omission. The MGCL does not permit a Maryland corporation to provide indemnification for an
adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was
improperly received, unless, in either case, a court orders indemnification and then only for expenses. No amendment of our charter or
bylaws shall limit or eliminate the right to indemnification provided with respect to acts or omissions occurring prior to such amendment
or repeal.
In addition to the circumstances
in which the MGCL permits a corporation to indemnify its directors and officers, the MGCL requires a corporation to indemnify its directors
and officers in the circumstances described in the following sentence, unless limited by the charter of the corporation. A director
who has been successful on the merits or otherwise, in defense of any proceeding or in the defense of any claim, issue or matter in the
proceeding to which he is made a party by reason of his service as a director or officer shall be indemnified against reasonable expenses
incurred by him in connection with the proceeding, claim, issue or matter in which the director has been successful. Our charter
does not alter this requirement.
The MGCL permits the charter
of a Maryland corporation to include a provision limiting the liability of its directors and officers to such corporation and its stockholders
for money damages, with specified exceptions. Maryland law does not, however, permit the liability of directors and officers to a corporation
or its stockholders to be limited to the extent that (1) it is proved that the person actually received an improper benefit or profit
in money, property or services (to the extent such benefit or profit was received) or (2) a judgment or other final adjudication
adverse to such person is entered in a proceeding based on a finding that the person’s action, or failure to act, was the result
of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. Our charter contains a provision
consistent with Maryland law. No amendment of our charter shall limit or eliminate the limitation of liability with respect to acts or
omissions occurring prior to such amendment.
The Delaware Revised Limited
Partnership Act provides that a limited partnership has the power to indemnify and hold harmless any partner or other person from and
against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its partnership
agreement. The Partnership Agreement also provides for indemnification of the General Partner and its officers and directors to the same
extent indemnification is provided to the General Partner’s officers and directors in its charter, and limits the liability of the
General Partner and its officers and directors.
We have entered into indemnification
agreements with each of our directors and officers. The indemnification agreements require, among other things, that we indemnify our
directors and officers to the fullest extent permitted by law, and advance to the directors and officers all related expenses, subject
to reimbursement if it is subsequently determined that indemnification is not permitted. We also must indemnify and advance all expenses
incurred by directors and officers seeking to enforce their rights under the indemnification agreements, and cover directors and officers
under our directors’ and officers’ liability insurance. Although the form of indemnification agreement offers substantially
the same scope of coverage afforded by provisions of our charter and our bylaws and the Partnership Agreement, it provides greater assurance
to directors and officers that indemnification will be available, because, as a contract, it cannot be modified unilaterally in the future
by our Board of Directors or by our stockholders to eliminate the rights it provides.
In addition to the above,
the 2013 Plan (as amended from time to time) provides that no member of the committee of our Board of Directors that administers the plan
shall be personally liable by reason of any contract or other instrument executed by such member in the member’s capacity as a member
of such committee nor for any mistake of judgment made in good faith, and the Registrant shall indemnify and hold harmless each employee,
officer, or director of the Registrant to whom any duty or power relating to the administration or interpretation of such plan may be
allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement with the
approval of our Board of Directors) arising out of any act or omission to act in connection with such plan, unless arising out of such
person’s own fraud or bad faith. This indemnification is in addition to any of the other rights to indemnification described herein.
Although the Inducement Award was not granted under the 2013 Plan, it is generally subject to administration consistent with the terms
of such plan as described above.
Insofar as indemnification
for liabilities arising under the Securities Act is permitted for our directors, officers or controlling persons, pursuant to the above
mentioned statutes or otherwise, we understand that the Commission is of the opinion that such indemnification may contravene federal
public policy, as expressed in the Securities Act, and therefore, is unenforceable. Accordingly, in the event that a claim for such indemnification
is asserted by any of our directors, officers or controlling persons, and the Commission is still of the same opinion, we (except insofar
as such claim seeks reimbursement from us of expenses paid or incurred by a director, officer of controlling person in successful defense
of any action, suit or proceeding) will, unless the matter has theretofore been adjudicated by precedent deemed by our counsel to be controlling,
submit to a court of appropriate jurisdiction the question whether or not indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
At present, there is no pending
litigation or proceeding involving any of our directors, officers or employees as to which indemnification is sought, nor are we aware
of any threatened litigation or proceeding that may result in claims for indemnification.
Item 9. Undertakings.
(a) The undersigned
registrant hereby undertakes:
(1) To file, during any
period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in this effective registration statement; and
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in this registration statement or any material
change to such information in this registration statement;
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned
registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.