0001104659-06-035134 Sample Contracts

FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER THE MAC-GRAY CORPORATION LONG TERM INCENTIVE PLAN
Restricted Stock Award Agreement • May 15th, 2006 • Mac-Gray Corp • Services-personal services

Pursuant to the Mac-Gray Corporation Long Term Incentive Plan, as amended through the date hereof (the “Plan”), Mac-Gray Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall have the right to receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above upon the satisfaction of, and subject to, the vesting provisions, restrictions and other conditions set forth herein and in the Plan. Capitalized terms used herein but not defined shall have the meanings given to such terms in the Plan.

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