0001104659-09-048505 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE MAC- GRAY CORPORATION
Non-Qualified Stock Option Agreement • August 10th, 2009 • Mac-Gray Corp • Services-personal services

Pursuant to the Mac-Gray Corporation 2009 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mac-Gray Corporation (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

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FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER THE MAC-GRAY CORPORATION
Restricted Stock Unit Agreement • August 10th, 2009 • Mac-Gray Corp • Services-personal services

Pursuant to the Mac-Gray Corporation 2009 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Mac-Gray Corporation (the “Company”) hereby grants a deferred stock award consisting of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.

NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE MAC-GRAY CORPORATION 2009 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement for Company Employees • August 10th, 2009 • Mac-Gray Corp • Services-personal services

Pursuant to the Mac-Gray Corporation 2009 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mac-Gray Corporation (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER THE MAC-GRAY CORPORATION
Restricted Stock Unit Agreement • August 10th, 2009 • Mac-Gray Corp • Services-personal services

Pursuant to the Mac-Gray Corporation 2009 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mac-Gray Corporation (the “Company”) hereby grants a deferred stock award consisting of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.

FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER THE MAC-GRAY CORPORATION
Restricted Stock Unit Agreement • August 10th, 2009 • Mac-Gray Corp • Services-personal services

Pursuant to the Mac-Gray Corporation 2009 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Mac-Gray Corporation (the “Company”) hereby grants a deferred stock award consisting of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.

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