QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.1


MACK-CALI REALTY CORPORATION



PURCHASE AGREEMENT


Dated as of March 14, 2003





TABLE OF CONTENTS

 
   
  Page
1.   ISSUANCE OF STOCK AND DEPOSITARY SHARES   1
    (a) Authorization   1
    (b) Registration Statement and Prospectuses   1
2.   AGREEMENTS TO SELL AND PURCHASE   1
    (a) Purchase and Sale of the Depositary Shares; the Closing   1
3.   REPRESENTATIONS OF THE COMPANY   2
    (a) Organization; Qualification, Etc.   2
    (b) Authorization   2
    (c) Priority   2
    (d) Compliance with Securities Laws; Disclosure   2
    (e) Compliance with Other Instruments   3
    (f) Warranty as to Depositary Shares and Series C Preferred Stock   3
    (g) Governmental Consents   3
    (h) Litigation; Governmental Orders   3
    (i) Taxes   4
    (j) Compliance with ERISA   4
    (k) Registration Statement and Prospectus Supplement   5
    (l) Independent Accountants   5
    (m) Financial Statements   5
    (n) REIT Qualification   5
4.   COVENANTS OF THE COMPANY   5
    (a) Continued Compliance with Securities Laws   5
    (b) Additional Directors   5
5.   CONDITIONS OF CLOSING   5
    (a) Authorizations   5
    (b) Opinion of Counsel to the Company   6
    (c) Representations and Warranties Correct, Performance of Obligations   6
    (d) Prior Purchase of Notes   6
    (e) CUSIP Number   6
6.   DIVIDENDS   6
    (a) Payment   6
    (b) First Dividend Payment   6
7.   MISCELLANEOUS   6
    (a) Expenses   6
    (b) Reliance on and Survival of Representations   7
    (c) Successors and Assigns   7
    (d) Notices   7
    (e) Governing Law   7
    (f) Headings; Counterparts   7
SCHEDULE I—Purchaser Information    
EXHIBIT A—Form of Articles Supplementary for Series C Preferred Stock of Mack-Cali Realty Corporation    
EXHIBIT B—Form of Deposit Agreement    
EXHIBIT C—Form of Opinion of Counsel to the Company
   

i



PURCHASE AGREEMENT

        This PURCHASE AGREEMENT (this "Agreement") is made as of March 14, 2003 by and between Mack-Cali Realty Corporation, a corporation formed under the laws of the State of Maryland (the "Company"), having its principal office at 11 Commerce Drive, Cranford, New Jersey 07016, and Teachers Insurance and Annuity Association of America, a corporation formed under the laws of the State of New York (the "Purchaser"), having its principal office at 730 Third Avenue, New York, New York 10017.


W I T N E S S E T H

        WHEREAS, the Company has authorized for issuance a series of preferred stock of the Company designated as the Series C Preferred Stock (as defined below); and

        WHEREAS, the Company desires to sell and the Purchaser desires to purchase an aggregate of 1,000,000 Depositary Shares, each representing 1/100 of a share of the Series C Preferred Stock;

        NOW THEREFORE, in consideration of the mutual promises and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

        1.    ISSUANCE OF STOCK AND DEPOSITARY SHARES.    

        (a)    Authorization.    The Company has duly authorized the issuance and deposit with the Depositary (as defined below) of a series of 8% cumulative redeemable perpetual preferred stock, stated value $2,500 per share (the "Series C Preferred Stock"), the terms, rights and preferences of which are set forth in the Articles Supplementary attached hereto as Exhibit A (the "Articles"). All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Articles or the Deposit Agreement dated as of March 14, 2003, by and among the Company and EquiServe Trust Company, N.A., as Depositary thereunder (the "Depositary"), and the holders from time to time of the Depositary Receipts issued thereunder (the "Deposit Agreement"), attached hereto as Exhibit B.

        (b)    Registration Statement and Prospectuses.    The Company has filed with the Securities and Exchange Commission (the "Commission") (i) a Registration Statement on Form S-3 (Registration Statement 333-57103) (the "Registration Statement"), including a Prospectus, dated September 25, 1998, relating to, among other things, certain of the Company's equity securities (the "Base Prospectus") and (ii) a Prospectus Supplement, dated March 14, 2003, to the Base Prospectus relating to the Series C Preferred Stock (the "Prospectus Supplement" and, together with the Base Prospectus, the "Prospectus"). As used herein, the terms "Registration Statement," "Base Prospectus," "Prospectus Supplement" and "Prospectus" include in each case the material incorporated by reference therein.

        2.    AGREEMENTS TO SELL AND PURCHASE.    

        (a)    Purchase and Sale of the Depositary Shares; the Closing.    


        3.    REPRESENTATIONS OF THE COMPANY.    The Company represents and warrants to the Purchaser as follows:

2


        As used in this Agreement, the term "Governmental Body" includes any applicable federal, state, county, city, municipal or other governmental department, commission, board, bureau, agency, authority or instrumentality, whether domestic or foreign; and the term "Order" includes any order, writ, injunction, decree, judgment, award, determination or written direction or demand.

3


4


        4.    COVENANTS OF THE COMPANY.    The Company covenants to the Purchaser as follows:

        5.    CONDITIONS OF CLOSING.    The Purchaser's obligation to consummate the transactions contemplated hereunder shall be subject to the conditions hereinafter set forth:

5


        6.    DIVIDENDS.    

        7.    MISCELLANEOUS.    

6


7


        IN WITNESS WHEREOF, the undersigned have executed this Purchase Agreement as of the day and year first above written.

    MACK-CALI REALTY
CORPORATION

 

 

By:

/s/  
BARRY LEFKOWITZ      
     
Name:  Barry Lefkowitz
Title:    Executive Vice President and Chief Financial Officer

 

 

TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF
AMERICA

 

 

By:

/s/  
JOSEPH ROMANO      
     
Name: Joseph Romano
Title: Director

8




QuickLinks

MACK-CALI REALTY CORPORATION
PURCHASE AGREEMENT
Dated as of March 14, 2003
TABLE OF CONTENTS
PURCHASE AGREEMENT
W I T N E S S E T H