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$39	Preview Full Doc	2003	Tax Indemnity and Debt Maintenance Agreement Tax Indemnity and Debt Maintenance Agreement (25K) Doc #130516: Click preview link for longer preview. TAX INDEMNITY AND DEBT MAINTENANCE AGREEMENT This TAX INDEMNITY AND DEBT MAINTENANCE AGREEMENT (this "Agreement"), dated as of_______, 2003, is entered into by and among Ashford Hospitality Trust, Inc. (the "REIT"), Ashford Hospitality Limited Partnership (the "Operating Partnership") and Remington Suites Austin, L.P., Remington Suites Dallas, L.P., Remington Suites Dulles, L.P., Remington Suites Las Vegas, L.P.and Chicago Illinois Hotel Limited Partnership. RECITALS A. In connection with the execution and delivery of the Omnibus Agreement, as defined below, the Contributors have agreed to contribute the Initial Properties to the Operating Partnership in exchange for Units in the Operating Partnership. B. The REIT and the Operating Partnership desire to evidence their agreement regarding amounts that may be payable as a result of certain actions being taken by the Operating Partnership regarding its debt and assets. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I CERTAIN DEFINITIONS Section 1.1 Definitions. "Applicable Tax Rate" means, as to any given Taxable Event, the Tax Rate applicable to income having the same character as that arising from such Taxable Event, for example, by way of illustration and not limitation, (i) the Tax Rate applicable to ordinary income, if the Taxable Event gave rise to ordinary income, or (ii) the Tax Rate applicable to long term capital gain, if the Taxable Event gave rise to long term capital gain. "Agreement" has the meaning specified in the Preamble. "Code" means the Internal Revenue Code of 1986, as amended, and any replacement to such provisions. "Contributor" means one of the limited partnerships identified on Exhibit A hereto and each successor or assign whose acquisition of Units was pursuant to a Permitted Disposition. "Current Tax Excess" means with respect to each Taxable Period and each Taxable Event, an amount equal to the product of (i) the taxable income or gain allocable to or otherwise reportable by a Contributor during such Taxable Period resulting from the 130516	Ashford Ashford Hospitality LP ( Miscellany ) As referenced in this Tax Indemnity and Debt Maintenance Agreement: Ashford Hospitality Limited – INDEMNITY AND DEBT MAINTENANCE AGREEMENT (this "Agreement"), dated as of_______, 2003, is entered into by and among Ashford Hospitality Trust, Inc. (the "REIT"), Ashford Hospitality Limited Partnership (the "Operating Partnership") and Remington Suites Austin, L.P., Remington Suites Dallas, L.P., Remington Suites Dulles, L.P., Remington Suites Las _____________ Ashford Hospitality Limited – or intangible, contributed by Contributors to the Operating Partnership pursuant to the Omnibus Option Agreement. "Omnibus Agreement" means the Omnibus Option Agreement between Ashford Hospitality Limited Partnership, Remington Suites Austin, L.P., Remington Suites Dallas, L.P., Remington Suites Dulles, L.P., Remington Suites Las Vegas, L.P., Chicago _____________ ASHFORD HOSPITALITY LIMITED – hereto, to be effective as of the date first above written. ASHFORD HOSPITALITY TRUST, INC., A MARYLAND CORPORATION By: ----------------------------------------- Name: --------------------------------------- Title: Vice President ASHFORD HOSPITALITY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP By: Ashford OP General Partner L.L.C., its General Partner By: ----------------------------------------- Name: --------------------------------------- Title: Vice President CONTRIBUTORS _____________ dt 183253 ; Ashford Ashford Hospitality Trust Inc. ( Real Estate ) As referenced in this Tax Indemnity and Debt Maintenance Agreement: Ashford Hospitality Trust, – AND DEBT MAINTENANCE AGREEMENT This TAX INDEMNITY AND DEBT MAINTENANCE AGREEMENT (this "Agreement"), dated as of_______, 2003, is entered into by and among Ashford Hospitality Trust, Inc. (the "REIT"), Ashford Hospitality Limited Partnership (the "Operating Partnership") and Remington Suites Austin, L.P., Remington Suites Dallas, L.P., Remington _____________ ASHFORD HOSPITALITY TRUST, – the general partner or duly authorized officer of each of the parties hereto, to be effective as of the date first above written. ASHFORD HOSPITALITY TRUST, INC., A MARYLAND CORPORATION By: ----------------------------------------- Name: --------------------------------------- Title: Vice President ASHFORD HOSPITALITY LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP By: Ashford OP General Partner _____________ dt 118669 ;	Remington Suites Austin, L.P.
$38	Preview Full Doc	2003	Canadian Tax Co-Operation Agreement Canadian Tax Co-Operation Agreement (24K) Doc #155695: Click preview link for longer preview. CANADIAN TAX CO-OPERATION AGREEMENT THIS AGREEMENT is made as of May 8th, 2002. BETWEEN: TRIZECHAHN OFFICE PROPERTIES LTD. a corporation organized under the laws of the Province of New Brunswick ("THOPL") - and - TRIZEC PROPERTIES, INC. a corporation organized under the laws of Delaware ("TRIZEC PROPERTIES") RECITALS: A. Substantially all of the shares in the capital stock of Trizec Properties are indirectly owned by THOPL; B. The manner in which the Trizec Properties Parties undertake activities will affect the Canadian tax consequences to the THOPL Parties; C. The Trizec Properties Parties have historically conducted their business operations having regard to the Canadian tax consequences of their actions to relevant THOPL Parties and wish to continue to do so in a manner consistent with past practice once Trizec Properties becomes a publicly traded corporation; and D. The parties wish to implement the terms of this Agreement in a manner which is not burdensome on the effective management of the Trizec Properties Parties and which allows Trizec Properties' management to operate in a manner which is in the best interests of all Trizec Properties shareholders. THEREFORE, in consideration for the relevant THOPL Parties agreeing to participate in transactions pursuant to which it is expected that Trizec Properties will become a publicly traded corporation and for other for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 INTERPRETATION 1.1 DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below: {PAGE} "CANADIAN TAX" means any tax imposed under the Canadian Tax Statutes; "CANADIAN TAX STATUTES" means the Income Tax Act (Canada) (and any regulations thereunder) and each corresponding provincial taxation statute (and any regulations thereunder); "CANADIAN CORPORATION" means any corporation or company incorporated or otherwise formed under the laws of Canada or any province or territory thereof; "TRIZEC CANADA" means Trizec Canada Inc. "CONTROLLED TRIZEC PROPERTIES PARTY" means Trizec Properties and any corporation, company, partnership, trust or other entity, organization or relationship of any kind controlled by Trizec Properties, alone or together with any other entities controlled by Trizec Properties; "NON-CONTROLLED TRIZEC PROPERTIES PARTY" means, at any time, any corporation, company, partnership, trust or other entity, organization or relationship of any kind in which Trizec Properties, alone or together with any entities controlled by Trizec Properties, has an ownership interest representing, at such time, 10% or more of all ownership interests in such party but which is not a Controlled Trizec Properties Party; "THOPL PARTY" means THOPL, any Canadian Corporation controlled by or controlling THOPL and any Canadian Corporation controlled by a Canadian Corporation that controls THOPL and that, at any time on or after the date hereof, directly or indirectly has or has had a direct or indirect ownership interest in, Trizec Properties (through share ownership or otherwise), but excluding PM Capital Inc. or any other Canadian Corporation holding an ownership interest in Trizec Canada, unless such corporation is a successor corporation to Trizec Canada; "TRIZEC PROPERTIES PARTY" means any one of Trizec Properties, a Controlled Trizec Properties Party or a Non-Controlled Trizec Properties Party. 1.2 CONTROL A party is "controlled" by (i) any person holding, directly or indirectly, voting securities which carry votes sufficient, if exercised, to elect a majority of the board of directors, trustees, managers or other governing body of the controlled party, and (ii) any person who otherwise has the ability to control and direct the business and operations of such controlled party and the terms "control" and "controlling" shall have corresponding meanings. 1.3 REFERENCES TO CANADIAN TAX STATUTES Any reference to any of the Canadian Tax Statutes, any provision thereof or any regulation thereunder shall be deemed to include a reference to any amendment thereto, and to include a reference to any comparable provision of any other statute or regulation now or hereafter enacted by the government of Canada or any province, territory or municipality therein to substantially similar effect. 155695	Trizec Trizec Properties, Inc. ( Real Estate ) As referenced in this Canadian Tax Co-Operation Agreement: TRIZEC PROPERTIES, – of May 8th, 2002. BETWEEN: TRIZECHAHN OFFICE PROPERTIES LTD. a corporation organized under the laws of the Province of New Brunswick ("THOPL") - and - TRIZEC PROPERTIES, INC. a corporation organized under the laws of Delaware ("TRIZEC PROPERTIES") RECITALS: A. Substantially all of the shares in the capital stock _____________ "TRIZEC PROPERTIES" – organized under the laws of the Province of New Brunswick ("THOPL") - and - TRIZEC PROPERTIES, INC. a corporation organized under the laws of Delaware ("TRIZEC PROPERTIES" ) RECITALS: A. Substantially all of the shares in the capital stock of Trizec Properties are indirectly owned by THOPL; B. The manner _____________ Trizec Properties – INC. a corporation organized under the laws of Delaware ("TRIZEC PROPERTIES") RECITALS: A. Substantially all of the shares in the capital stock of Trizec Properties are indirectly owned by THOPL; B. The manner in which the Trizec Properties Parties undertake activities will affect the Canadian tax consequences _____________ Trizec Properties – Substantially all of the shares in the capital stock of Trizec Properties are indirectly owned by THOPL; B. The manner in which the Trizec Properties Parties undertake activities will affect the Canadian tax consequences to the THOPL Parties; C. The Trizec Properties Parties have historically conducted their business _____________ Trizec Properties – B. The manner in which the Trizec Properties Parties undertake activities will affect the Canadian tax consequences to the THOPL Parties; C. The Trizec Properties Parties have historically conducted their business operations having regard to the Canadian tax consequences of their actions to relevant THOPL Parties and wish _____________ dt 109606 ;	Trizechahn Office Properties Ltd.
$31	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (2K) Doc #178425: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded twelve thousand four hundred forty-eight (12,448) shares (Restricted Shares) of the Companys common stock, par value $.01 per share (Companys Common Stock) to the Employee subject to the terms, conditions, and restrictions set forth in the Plan, the Restricted Share Award Agreement between the Employee and the Company dated December 2, 2003 (hereinafter, Restricted Share Award Agreement); and WHEREAS, the Company wishes to provide the Employee with a tax gross up payment upon the date of grant applicable to such Restricted Shares; NOW THEREFORE, the parties hereto hereby agree as follows: 178425	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – Exhibit 10.2 EX-10 4 exhibit102.htm Exhibit 10.2 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and _____________ Mack-Cali Realty – htm Exhibit 10.2 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the _____________ Mack-Cali Realty – and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded twelve thousand four hundred forty-eight (12,448) shares (Restricted Shares) of the _____________ Mack-Cali Realty – of the respective parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ TIMOTHY M. JONES Timothy M. Jones President Employee /s/ MITCHELL E. HERSH Mitchell E. Hersh 2 _____________ dt 110294 ;	Mitchell E. Hersh
$35	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (2K) Doc #178426: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Timothy M. Jones ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded seven thousand four hundred sixty-nine (7,469) shares (Restricted Shares) of the Companys common stock, par value $.01 per share (Companys Common Stock) to the Employee subject to the terms, conditions, and restrictions set forth in the Plan, the Restricted Share Award Agreement between the Employee and the Company dated December 2, 2003 (hereinafter, Restricted Share Award Agreement); and WHEREAS, the Company wishes to provide the Employee with a tax gross up payment upon the date of grant applicable to such Restricted Shares; NOW THEREFORE, the parties hereto hereby agree as follows: 178426	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – Exhibit 10.4 EX-10 6 exhibit104.htm Exhibit 10.4 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and _____________ Mack-Cali Realty – htm Exhibit 10.4 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Timothy M. Jones ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the _____________ Mack-Cali Realty – and between Mack-Cali Realty Corporation (the "Company") and Timothy M. Jones ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded seven thousand four hundred sixty-nine (7,469) shares (Restricted Shares) of the _____________ Mack-Cali Realty – of the respective parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ TIMOTHY M. JONES Timothy M. Jones 2 _____________ dt 110295 ;	Timothy M. Jones
$33	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (2K) Doc #178427: Click preview link for longer preview. TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and Barry Lefkowitz (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded seven thousand four hundred sixty-nine (7,469) shares (Restricted Shares) of the Companys common stock, par value $.01 per share (Companys Common Stock) to the Employee subject to the terms, conditions, and restrictions set forth in the Plan, the Restricted Share Award Agreement between the Employee and the Company dated December 2, 2003 (hereinafter, Restricted Share Award Agreement); and WHEREAS, the Company wishes to provide the Employee with a tax gross up payment upon the date of grant applicable to such Restricted Shares; NOW THEREFORE, the parties hereto hereby agree as follows: 178427	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – Exhibit 10.6 EX-10 8 exhibit106.htm Exhibit 10.6 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and _____________ Mack-Cali Realty – htm Exhibit 10.6 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and Barry Lefkowitz (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), _____________ Mack-Cali Realty – by and between Mack-Cali Realty Corporation (the Company) and Barry Lefkowitz (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded seven thousand four hundred sixty-nine (7,469) shares (Restricted Shares) of the _____________ Mack-Cali Realty – of the respective parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ BARRY LEFKOWITZ Barry Lefkowitz 2 _____________ dt 110296 ;	Barry Lefkowitz
$37	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (2K) Doc #178428: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Roger W. Thomas ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded six thousand two hundred twenty-four (6,224) shares (Restricted Shares) of the Companys common stock, par value $.01 per share (Companys Common Stock) to the Employee subject to the terms, conditions, and restrictions set forth in the Plan, the Restricted Share Award Agreement between the Employee and the Company dated December 2, 2003 (hereinafter, Restricted Share Award Agreement); and WHEREAS, the Company wishes to provide the Employee with a tax gross up payment upon the date of grant applicable to such Restricted Shares; NOW THEREFORE, the parties hereto hereby agree as follows: 178428	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – Exhibit 10.8 EX-10 10 exhibit108.htm Exhibit 10.8 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and _____________ Mack-Cali Realty – htm Exhibit 10.8 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Roger W. Thomas ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the _____________ Mack-Cali Realty – and between Mack-Cali Realty Corporation (the "Company") and Roger W. Thomas ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded six thousand two hundred twenty-four (6,224) shares (Restricted Shares) of the _____________ Mack-Cali Realty – of the respective parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ ROGER W. THOMAS Roger W. Thomas 2 _____________ dt 110297 ;	Roger W. Thomas
$35	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (2K) Doc #178429: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and Michael Grossman (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded six thousand one hundred (6,100) shares (Restricted Shares) of the Companys common stock, par value $.01 per share (Companys Common Stock) to the Employee subject to the terms, conditions, and restrictions set forth in the Plan, the Restricted Share Award Agreement between the Employee and the Company dated December 2, 2003 (hereinafter, Restricted Share Award Agreement); and WHEREAS, the Company wishes to provide the Employee with a tax gross up payment upon the date of grant applicable to such Restricted Shares; NOW THEREFORE, the parties hereto hereby agree as follows: 178429	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – Exhibit 10.10 EX-10 12 exhibit1010.htm Exhibit 10.10 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and _____________ Mack-Cali Realty – htm Exhibit 10.10 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT (Agreement) effective as of December 2, 2003 by and between Mack-Cali Realty Corporation (the Company) and Michael Grossman (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), _____________ Mack-Cali Realty – by and between Mack-Cali Realty Corporation (the Company) and Michael Grossman (Employee). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 2, 2003, awarded six thousand one hundred (6,100) shares (Restricted Shares) of the Companys common _____________ Mack-Cali Realty – of the respective parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ MICHAEL GROSSMAN Michael Grossman 2 _____________ dt 110298 ;	Michael Grossman
$42	Preview Full Doc	2002	Tax Agreement Tax Agreement (21K) Doc #265451: Click preview link for longer preview. TAX AGREEMENT TAX AGREEMENT dated as of May 10, 1996 by and between Atlantic Realty Trust, a Maryland real estate investment trust (the "Atlantic"), and RPS Realty Trust, a Massachusetts business trust ("RPS"). WHEREAS, RPS has formed Atlantic, and on this day has (i) contributed the Assets (as defined below) to Atlantic and, (ii) distributed the stock of Atlantic to its shareholders. WHEREAS, in order to induce RPS to distribute Atlantic's stock to RPS' shareholders, Atlantic has agreed to assume certain tax liabilities of RPS should they arise. WHEREAS, it is RPS' intention to contest in good faith any Tax Contest that is likely to result in the loss of RPS' ability to be treated as a real estate investment trust under the Code. WHEREAS, it is Atlantic's and RPS' intention to provide to RPS broad and complete authority to contest, resolve and/or settle any Tax Contest hereunder, as RPS in its sole discretion shall determine. NOW, THEREFORE, the parties hereto, in consideration of the foregoing and intending to be legally bound, hereby agree as follows: SECTION 1. Definitions. Each reference contained in this agreement to: 1.1 "Assets" shall mean those assets listed on Schedule A attached hereto. 1.2 "Business Day" shall mean any day that is not a Saturday or Sunday, or a day on which banks located in The City of New York are authorized or required to be closed. 1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended. 1.4 "Continuing Trustees" shall mean, as of any time, those trustees of RPS then in office who were trustees of RPS immediately prior to the date hereof; provided, however, if at any time the number of Continuing Trustees is less than four and the remaining Continuing Trustees (by a majority vote) elect such number of independent Trustees to become Continuing Trustees as may be necessary to cause the number of Continuing Trustees to equal four, such independent Trustee(s) shall also be deemed Continuing Trustees; provided, further, Robert A. Meister shall not initially be deemed for this purpose to be a Continuing Trustee. {PAGE} 1.5 "Final Determination" shall mean (a) a decision, judgment, decree, or other order by any court of competent jurisdiction, which has become final and is either no longer subject to appeal or for which a determination not to appeal has been made and approved by RPS; or (b) a closing agreement made with any Taxing Authority and approved by RPS. 1.6 "Assumed Tax" shall mean any Tax of RPS resulting from a Tax Contest that arises as a consequence of the Internal Revenue Service's current ongoing examination of RPS' tax returns (other than any Tax of RPS that relates to actions or events occurring or any tax return position taken by RPS after the date hereof). 1.7 "Tax or Taxes" shall mean U.S. federal, state or local income or franchise taxes or other taxes imposed on or with respect to net income or capital, together with any interest or penalties or additions to tax imposed with respect thereto. 1.8 "Tax Contest" shall mean any audit, examination, suit, action, or proceeding involving a Taxing Authority. 1.9 "Taxing Authority" shall mean any governmental authority having jurisdiction over the assessment, determination, collection, or other imposition of Tax. SECTION 2. Assumed Tax, Refunds and Deficiency Dividends. 2.1 In General. Except as set forth in Section 2.4 below, Atlantic hereby assumes and agrees to perform all obligations of RPS relating to the Assumed Tax; provided, however, Atlantic shall have no obligation to perform or make any payment in respect of any Assumed Tax until a Final Determination with respect to such Assumed Tax has been made. 2.2 Amount of Assumed Tax Payment. Atlantic shall pay to the Applicable Taxing Authority the amount of Assumed Tax required to be paid pursuant to the Final Determination together with any interest, if any, or penalties, if any, imposed by the Taxing Authority on such amount at least five days before such amount is due to the applicable Taxing Authority. 2.3 Repayment of Assumed Tax Payment. The amount of any Assumed Tax payment made by Atlantic pursuant to this agreement shall be repaid by RPS to Atlantic upon the receipt by RPS of any refund of such tax and/or interest and/or penalty. 2.4 Deficiency Dividend. RPS agrees that to the extent any Tax for which Atlantic is obligated to pay pursuant to this Section 2 can be avoided through the declaration and payment of a "deficiency dividend" as provided in section 860 of the Code, it shall make such deficiency dividend. In such event Atlantic's sole obligation with respect to its obligations hereunder shall be to make a payment to RPS in an amount equal to the "deficiency dividend" described 265451	Atlantic Realty Atlantic Realty Trust ( Real Estate ) As referenced in this Tax Agreement: Atlantic Realty Trust, – AGREEMENT DATED MAY 10, 1996 {TEXT} {PAGE} EXHIBIT 10.1 TAX AGREEMENT TAX AGREEMENT dated as of May 10, 1996 by and between Atlantic Realty Trust, a Maryland real estate investment trust (the "Atlantic"), and RPS Realty Trust, a Massachusetts business trust ("RPS"). WHEREAS, RPS has formed Atlantic, _____________ Atlantic Realty Trust – other addresses or telecopier numbers as a party may designate as to itself by notice to the other parties): (a) If to Atlantic: Atlantic Realty Trust 747 Third Avenue New York, New York 10017 Attention: Joel M. Pashcow Telecopier: (212) 355-3080 with copies to: Battle Fowler LLP _____________ ATLANTIC REALTY TRUST – REALTY TRUST /s/ Stephen R. Blank By: /s/ Joel M. Pashcow ----------------------------------- ------------------------------- Stephen R. Blank, Trustee, on behalf of RPS Realty Trust Title: President ATLANTIC REALTY TRUST By: /s/ Joel M. Pashcow ------------------------------- Title: President 6 {PAGE} Schedule A Mortgage Loans {TABLE} {CAPTION} Average Annual Total Interest Rate Principal RPS _____________ dt 152648 ; Ramco-Gershenson Ramco-Gershenson Properties Trust ( Real Estate ) As referenced in this Tax Agreement: Ramco-Gershenson Properties Trust – S.E. Corner 15th & Chestnut Streets Philadelphia, Pennsylvania 19102-2678 Attention: Elizabeth H. Mai, Esq. Telecopier: (215) 977-2334 (b) If to RPS: Ramco-Gershenson Properties Trust (f/k/a RPS Realty Trust) 27600 Northwestern Highway Suite 200 Southheld, Michigan 48034 Attention: Dennis Gershenson Telecopier: (810) 350-9925 4 { _____________ dt 173878 ; RPS Realty Trust RPS Realty Trust ( Real Estate ) As referenced in this Tax Agreement: RPS Realty Trust, – TAX AGREEMENT dated as of May 10, 1996 by and between Atlantic Realty Trust, a Maryland real estate investment trust (the "Atlantic"), and RPS Realty Trust, a Massachusetts business trust ("RPS"). WHEREAS, RPS has formed Atlantic, and on this day has (i) contributed the Assets (as defined below) _____________ RPS Realty Trust) – Pennsylvania 19102-2678 Attention: Elizabeth H. Mai, Esq. Telecopier: (215) 977-2334 (b) If to RPS: Ramco-Gershenson Properties Trust (f/k/a RPS Realty Trust) 27600 Northwestern Highway Suite 200 Southheld, Michigan 48034 Attention: Dennis Gershenson Telecopier: (810) 350-9925 4 {PAGE} with copies to: Battle Fowler _____________ RPS REALTY TRUST – RPS have each caused this agreement to be duly executed in New York, New York as of the date first set forth above. RPS REALTY TRUST /s/ Stephen R. Blank By: /s/ Joel M. Pashcow ----------------------------------- ------------------------------- Stephen R. Blank, Trustee, on behalf of RPS Realty Trust Title: President ATLANTIC _____________ RPS Realty Trust – first set forth above. RPS REALTY TRUST /s/ Stephen R. Blank By: /s/ Joel M. Pashcow ----------------------------------- ------------------------------- Stephen R. Blank, Trustee, on behalf of RPS Realty Trust Title: President ATLANTIC REALTY TRUST By: /s/ Joel M. Pashcow ------------------------------- Title: President 6 {PAGE} Schedule A Mortgage Loans {TABLE} {CAPTION} Average Annual _____________ dt 152662 ;	Honigman Miller Honigman Miller Schwartz and Cohn ( Legal ) As referenced in this Tax Agreement: Honigman Miller – Building, 12th Floor S.E. Corner 15th & Chestnut Streets Philadelphia, Pennsylvania 19102-2678 Attention: Elizabeth H. Mai, Esq. Telecopier: (215) 977-2334 and Honigman Miller Schwartz and Cohn 2290 First National Building Detroit, Michigan 48226-3582 Attention: Richard Burstein, Esq. Telecopier: (313) 250-7800 SECTION 8. Governing _____________ dt 163800 ; Wolf Block Wolf, Block, Schorr and Solis-Cohen ( Legal ) As referenced in this Tax Agreement: Wolf, Block – to: Battle Fowler LLP 75 East 55th Street New York, New York 10022 Attention: Peter M. Fass, Esq. Telecopier: (212) 856-7812 and Wolf, Block , Schorr & Solis-Cohen Packard Building, 12th Floor S.E. Corner 15th & Chestnut Streets Philadelphia, Pennsylvania 19102-2678 Attention: Elizabeth H. Mai, Esq. _____________ Wolf, Block – to: Battle Fowler LLP 75 East 55th Street New York, New York 10022 Attention: Peter M. Fass, Esq. Telecopier: (212) 856-7812 and Wolf, Block , Schorr & Solis-Cohen Packard Building, 12th Floor S.E. Corner 15th & Chestnut Streets Philadelphia, Pennsylvania 19102-2678 Attention: Elizabeth H. Mai, Esq. _____________ dt 170751
$40	Preview Full Doc	2003	Letter Letter (8K) Doc #265598: Click preview link for longer preview. INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY {TABLE} {S} {C} Description: Prototype Standardized Profit Sharing Plan with CODA Washington, DC 20224 FFN: 502A2141901-007 Case: 200101071 EIN: 23-2218197 Contact Person: Ms. Arrington 50-00197 BPD: 01 Plan: 007 Letter Serial No: K239931a Telephone Number: (202) 283-8811 In Reference to: T:EP:RA:ICU Date: 11/19/2001 {/TABLE} KT Administrators Inc. 987 Old Eagle School Road, Suite 710 Wayne, PA 19087 Dear Applicant: In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an opinion of the effect of other Federal or local statutes. You must furnish a copy of this letter to each employer who adopts this plan. You are also required to send a copy of the approved form of the plan, any approved amendments and related documents to Employee Plans Determinations in Cincinnati at the address specified in section 9.11 of Rev. Proc. 2000-20, 2000-6 I.R.B. 553. This letter considers the changes in qualifications requirements made by the Uruguay Round Agreements Act (GATT), Pub. L. 103.465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554. These laws are referred to collectively as GUST. 265598	RAIT Investment RAIT Investment Trust ; RAIT Investment RAIT Investment Trust ; RAIT Investment RAIT Investment Trust ( Real Estate ) ;	RAIT Investment RAIT Investment Trust ( Real Estate ) ; KT Administrators Inc.
$35	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (4K) Doc #267189: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was originally effective August 31, 1994 and amended and restated as of December 1, 1998 (the "Plan"), the Company, on January 2, 2003, awarded 60,000 shares of the Company's common . . . 267189	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – EX-10.2 4 a2097219zex-10_2.htm EXHIBIT 10.2 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.2 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") _____________ Mack-Cali Realty – document Exhibit 10.2 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which _____________ Mack-Cali Realty – by and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was originally effective August 31, 1994 and amended and restated as of December 1, 1998 (the "Plan"), the Company, on _____________ Mack-Cali Realty – of the respective parties. In Witness Whereof, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ TIMOTHY M. JONES Timothy M. Jones President Employee /s/ MITCHELL E. HERSH Mitchell E. Hersh 2 QuickLinks Exhibit 10. _____________ MACK-CALI REALTY – Corporation By: /s/ TIMOTHY M. JONES Timothy M. Jones President Employee /s/ MITCHELL E. HERSH Mitchell E. Hersh 2 QuickLinks Exhibit 10.2 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT _____________ dt 175276 ;	Mack-Cali Realty Mack-Cali Realty LP ( Real Estate )
$35	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (4K) Doc #267192: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Timothy M. Jones ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was originally effective August 31, 1994 and amended and restated as of December 1, 1998 (the "Plan"), the Company, on January 2, 2003, awarded 36,000 shares of the Company's common . . . 267192	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – EX-10.5 7 a2097219zex-10_5.htm EXHIBIT 10.5 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.5 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") _____________ Mack-Cali Realty – document Exhibit 10.5 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Timothy M. Jones ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which _____________ Mack-Cali Realty – by and between Mack-Cali Realty Corporation (the "Company") and Timothy M. Jones ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was originally effective August 31, 1994 and amended and restated as of December 1, 1998 (the "Plan"), the Company, on _____________ Mack-Cali Realty – of the respective parties. In Witness Whereof, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ TIMOTHY M. JONES Timothy M. Jones 2 QuickLinks _____________ MACK-CALI REALTY – s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ TIMOTHY M. JONES Timothy M. Jones 2 QuickLinks Exhibit 10.5 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT _____________ dt 175279 ;	Mack-Cali Realty Mack-Cali Realty LP ( Real Estate )
$35	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (4K) Doc #267195: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Barry Lefkowitz ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was originally effective August 31, 1994 and amended and restated as of December 1, 1998 (the "Plan"), the Company, on January 2, 2003, awarded 28,000 shares of the Company's common stock, . . . 267195	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – EX-10.8 10 a2097219zex-10_8.htm EXHIBIT 10.8 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.8 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") _____________ Mack-Cali Realty – document Exhibit 10.8 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Barry Lefkowitz ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was _____________ Mack-Cali Realty – 2003 by and between Mack-Cali Realty Corporation (the "Company") and Barry Lefkowitz ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was originally effective August 31, 1994 and amended and restated as of December 1, 1998 (the "Plan"), the Company, on _____________ Mack-Cali Realty – of the respective parties. In Witness Whereof, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ BARRY LEFKOWITZ Barry Lefkowitz 2 QuickLinks Exhibit 10. _____________ MACK-CALI REALTY – Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ BARRY LEFKOWITZ Barry Lefkowitz 2 QuickLinks Exhibit 10.8 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT _____________ dt 175282 ;	Mack-Cali Realty Mack-Cali Realty LP ( Real Estate )
$35	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (4K) Doc #267198: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Roger W. Thomas ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was originally effective August 31, 1994 and amended and restated as of December 1, 1998 (the "Plan"), the Company, on January 2, 2003, awarded 24,000 shares of the Company's common stock, . . . 267198	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – EX-10.11 13 a2097219zex-10_11.htm EXHIBIT 10.11 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.11 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") _____________ Mack-Cali Realty – document Exhibit 10.11 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Roger W. Thomas ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which _____________ Mack-Cali Realty – by and between Mack-Cali Realty Corporation (the "Company") and Roger W. Thomas ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was originally effective August 31, 1994 and amended and restated as of December 1, 1998 (the "Plan"), the Company, on _____________ Mack-Cali Realty – of the respective parties. In Witness Whereof, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Name: Mitchell E. Hersh Title: Chief Executive Officer Employee /s/ ROGER W. THOMAS Roger W. Thomas _____________ MACK-CALI REALTY – E. HERSH Name: Mitchell E. Hersh Title: Chief Executive Officer Employee /s/ ROGER W. THOMAS Roger W. Thomas 2 QuickLinks Exhibit 10.11 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT _____________ dt 175285 ;	Mack-Cali Realty Mack-Cali Realty LP ( Real Estate )
$35	Preview Full Doc	2003	Tax Gross Up Agreement Tax Gross Up Agreement (4K) Doc #267202: Click preview link for longer preview. MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Michael A. Grossman ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was originally effective August 31, 1994 and amended and restated as of December 1, 1998 (the "Plan"), the Company, on January 2, 2003, awarded 20,000 shares of the Company's common . . . 267202	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – EX-10.15 17 a2097219zex-10_15.htm EXHIBIT 10.15 QuickLinks -- Click here to rapidly navigate through this document Exhibit 10.15 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") _____________ Mack-Cali Realty – document Exhibit 10.15 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT Agreement ("Agreement") effective as of January 2, 2003 by and between Mack-Cali Realty Corporation (the "Company") and Michael A. Grossman ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which _____________ Mack-Cali Realty – by and between Mack-Cali Realty Corporation (the "Company") and Michael A. Grossman ("Employee"). Whereas, pursuant to the Employee Stock Option Plan of Mack-Cali Realty Corporation which was originally effective August 31, 1994 and amended and restated as of December 1, 1998 (the "Plan"), the Company, on _____________ Mack-Cali Realty – of the respective parties. In Witness Whereof, the parties hereto have executed this Agreement to be effective on the date first above written. Mack-Cali Realty Corporation By: /s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ MICHAEL A. GROSSMAN Michael A. Grossman 2 QuickLinks _____________ MACK-CALI REALTY – s/ MITCHELL E. HERSH Mitchell E. Hersh Chief Executive Officer Employee /s/ MICHAEL A. GROSSMAN Michael A. Grossman 2 QuickLinks Exhibit 10.15 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT _____________ dt 175289 ;	Mack-Cali Realty Mack-Cali Realty LP ( Real Estate )
$30	Full Doc	2004	Tax Gross Up Agreement Tax Gross Up Agreement (2K) Doc #366399: This document is immediately available for purchase, but does not have a preview available for viewing. 366399	Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Tax Gross Up Agreement: MACK-CALI REALTY – Exhibit 10.3 EX-10 4 ex103.htm Exhibit 10.3 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 7, 2004 by and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). WHEREAS, pursuant _____________ Mack-Cali Realty – Exhibit 10.3 EX-10 4 ex103.htm Exhibit 10.3 MACK-CALI REALTY CORPORATION TAX GROSS UP AGREEMENT AGREEMENT ("Agreement") effective as of December 7, 2004 by and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 7, _____________ Mack-Cali Realty – effective as of December 7, 2004 by and between Mack-Cali Realty Corporation (the "Company") and Mitchell E. Hersh ("Employee"). WHEREAS, pursuant to the 2000 Employee Stock Option Plan of Mack-Cali Realty Corporation (the Plan), the Company, on December 7, 2004, awarded thirteen thousand five hundred fourteen (13,514) shares (Restricted