Exhibit
10.4


 


Mac-Gray
Senior Executive Incentive Plan


(Amended and
Restated January 17, 2008)


 


 


	
  Name of Plan:

  	
  Mac-Gray Senior
  Executive Incentive Plan (the “Plan)

  
	
   

  	
   

  
	
  Objectives:

  	
  1.

  	
  Drive revenue growth
  and accountability.

  
	
   

  	
  2.

  	
  Tie senior management
  compensation to performance.

  
	
   

  	
  3.

  	
  Motivate and inspire
  senior executives to contribute at peak performance.

  
	
   

  	
   

  
	
  Eligibility:

  	
  The Company’s named
  executive officers (“NEO’s”) are eligible to participate in the Plan.

  
	
   

  	
   

  
	
  Target Awards:

  	
  Each year, the
  Compensation Committee of the Board of Directors (the “Committee”)
  establishes a target cash bonus award for each NEO, expressed as a dollar
  amount or percentage of the NEO’s base salary. The target award is based on a
  combination of financial goals and individual (personal) factors. The target
  award shall indicate the potential cash bonus to be attained upon the
  (i) NEO’s attaining a specified percentage of the goals, (ii) NEO’s
  attaining 100% of the goals, and (ii) NEO’s exceeding the goals.

  
	
   

  	
   

  
	
  Financial Goals:

  	
  Financial goals
  comprise 80% (or such other percentage that may be established by the
  Compensation Committee from time to time in its discretion) of the target
  award. The financial goals consist of any one or more of the following in any
  combination: (i) revenue, pre-tax or after-tax profit levels of the
  Company or any subsidiary, or a division, an operating unit or a business
  segment of the Company or any subsidiary, or any combination of the
  foregoing; and (ii) earnings before interest, taxes, depreciation and
  amortization or cash flow of the Company or any subsidiary, or a division, an
  operating unit or a business segment of the Company or any subsidiary,
  (iii) financial ratios tied to the balance sheet of the Company or any
  subsidiary, or a division, an operating unit or a business segment of the
  Company or any subsidiary. The financial goals may be adjusted by the
  Committee to take into account significant events such as corporate
  acquisitions.

  
	
   

  	
   

  
	
  Individual Factors:

  	
  Individual (personal)
  factors comprise 20% (or such other percentage that may be established by the
  Compensation Committee from time to time in its discretion) of the target
  award. The individual factors that are established by the Committee are
  specific to each NEO.

  
	
   

  	
   

  
	
  Payment of Awards:

  	
  At the end of the
  fiscal year, the determination of the cash bonus amounts to be paid shall be
  determined based on the Company’s actual financial results under the
  financial goals and the Committee’s determination of 

  



 


 

















 


	
   

  	
  each NEO’s performance
  under the individual factors. Bonus awards will not be paid if neither the
  financial goals nor the individual factors are attained. If either the
  financial goals or the individual factors are attained for a fiscal year, the
  applicable bonus awards will be paid no later than the March 15th
  following the end of such fiscal year.