0001047469-09-002735 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE MAC- GRAY CORPORATION [STOCK OPTION AND INCENTIVE PLAN]
Non-Qualified Stock Option Agreement • March 16th, 2009 • Mac-Gray Corp • Services-personal services

Pursuant to the Mac-Gray Corporation [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 FIRST AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 16th, 2009 • Mac-Gray Corp • Services-personal services • Massachusetts

First Amendment (“Amendment”) made as of day of December, 2008 to the Executive Severance Agreement (“Agreement”) dated as of March 3, 2008, by and between Mac-Gray Corporation, a Delaware corporation with its principal place of business in Waltham, Massachusetts (the “Company”), and (the “Executive”).

FORM OF SECOND AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 16th, 2009 • Mac-Gray Corp • Services-personal services • Massachusetts

Second Amendment (“Amendment”) made as of day of , 2008 to the Executive Severance Agreement (“Agreement”) dated as of , by and between Mac-Gray Corporation, a Delaware corporation with its principal place of business in Waltham, Massachusetts (the “Company”), and (the “Executive”).

FORM OF SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Mac-Gray Corp • Services-personal services

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of this [ ] day of December, 2008 by and between Mac-Gray Corporation (the “Company”) and [ ] (the “Executive”). Capitalized terms used herein but not otherwise defined shall have the respective meaning so ascribed in that certain Employment Agreement, dated as of [ , ], by and between the Company and the Executive (the “Employment Agreement”). The Employment Agreement is hereby amended as follows:

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