0001104659-08-004371 Sample Contracts

FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER THE MAC-GRAY CORPORATION 2005 STOCK OPTION AND INCENTIVE PLAN
Restricted Stock Unit Agreement • January 24th, 2008 • Mac-Gray Corp • Services-personal services

Pursuant to the Mac-Gray Corporation 2005 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.

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FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER THE MAC-GRAY CORPORATION 2005 STOCK OPTION AND INCENTIVE PLAN
Restricted Stock Unit Agreement • January 24th, 2008 • Mac-Gray Corp • Services-personal services

Pursuant to the Mac-Gray Corporation 2005 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.

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE MAC-GRAY CORPORATION 2005 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement • January 24th, 2008 • Mac-Gray Corp • Services-personal services

Pursuant to the Mac-Gray Corporation 2005 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, 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.

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