Exhibit 10.44  MAC-GRAY CORPORATION  LONG TERM INCENTIVE PLAN (Amended and Restated as of January 18, 2010)  1.Purpose.This Plan is intended to create incentives for certain executive
officers and key employees of the Company and any Subsidiary to allow the
Company to attract and retain in its employ persons who will contribute to the
future success of the Company.  It is
further the intent of the Company that awards made under this Plan be used to
achieve the twin goals of (i) aligning executive incentive compensation
with increases in stockholder value over the long term, and (ii) using
equity compensation as a tool to retain executive officers and key
employees.  In furtherance of the goals,
it is the intention of the Company that, except in limited circumstances, fifty
percent (50%) of each award made under this Plan will be made in the form of
restricted stock units and the remaining fifty percent (50%) in the form of
stock options.  Additional awards of
restricted stock units only may be made for Annual Excess Awards.  2.Definitions.Capitalized terms not otherwise defined herein shall have the meanings
set forth below:  2.1           Annual Target Award
shall mean, for any Participant, a percentage of his or her base salary at the
beginning of each Fiscal Year.  2.2           Annual Excess Award shall mean, for
any Participant, a percentage of his or her Annual Target Award.  2.3           Committee
shall mean those members of the Compensation Committee of the Board of
Directors of the Company who are non-employee directors as such term is
defined under Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended.  2.4           Company
shall mean Mac-Gray Corporation.  2.5           Effective
Date shall mean February 27, 2006.  2.6           Fiscal
Year shall mean the fiscal year of the Company, which is the
12-month period ending December 31 of each year.  2.7           Participant
shall mean any executive officer or key employee recommended by the Chief
Executive Officer and approved by the Committee pursuant to Section 4 to
participate herein.  2.8           Performance Measureshall mean, for any Fiscal Year, the
specific performance measure determined by the Committee for such Fiscal Year
based on one or more of the following criteria (which shall be applicable to
the organizational level specified by the Committee, including, but not limited
to, the Company or any Subsidiary, a division, an operating unit or a business
segment of the Company or any Subsidiary, or any combination of


the
foregoing):  (i) earnings before
interest, taxes, depreciation and amortization, with or without adjustments for
interest expense, capital expenditures and non-recurring, non-operating or
extraordinary items, including on a per share basis; (ii) return on
equity, assets, capital or investment; (iii) changes in the market price
of the Stock; (iv) economic value-added; (v) total stockholder
returns; (vi) earnings (loss), including on a per share basis; (vii) revenue
or sales, (viii) cost savings or realization of synergies; (ix) pre-tax
or after-tax profit levels; (x) leverage or other financial ratios, (xi)
market share.  2.9           Plan
shall mean the Mac-Gray Corporation Long Term Incentive Plan, as amended from
time to time.  2.10         Stock
shall mean the common stock, par value $.01 per share, of the Company.  2.11         Stock
Option Plan shall mean the Mac-Gray Corporation 2005 Stock Option
and Incentive Plan, as amended or amended and/or restated from time to time.  2.12         Subsidiary
shall mean any corporation or other entity in which the Company has a
controlling interest, either directory or indirectly.  3.Administration.The Committee shall have sole discretionary power to determine the
Performance Measure(s), their target amounts and their relative weightingeach year, to determine the vesting
schedule for Annual Target Awards and Annual Excess Awards, to interpret the
provisions of this Plan, to administer and make all decisions and exercise all
rights of the Company with respect to this Plan.  The Committee shall have final authority to
apply the provisions of the Plan and determine, in its sole discretion, the
amount of the Annual Target Awards and Annual Excess Awards for Participants
hereunder and shall also have the exclusive discretionary authority to make all
other determinations (including, without limitation, the interpretation and
construction of the Plan and the determination of relevant facts) regarding the
entitlement to benefits hereunder and the amount of benefits to be paid from
the Plan.  The Committees exercise of
this discretionary authority shall at all times be in accordance with the terms
of the Plan and shall be entitled to deference upon review by any court, agency
or other entity empowered to review its decision, and shall be enforced
provided that it is not arbitrary, capricious or fraudulent.  4.Eligibility.For each Fiscal Year, those executive officers and key employees
recommended by the Chief Executive Officer and approved by the Committee shall
be Participants.  The selection of an
individual to be a Participant in any one Fiscal Year does not entitle the
individual to be a Participant in any other Fiscal Year.  2


5.Annual Target Awards and Annual Excess Awards.  The Committee shall determine the Annual
Target Award and Annual Excess Award for each Participant.  It is expected that 50 percent of the value
of the Annual Target Award shall be awarded annually in the form of stock
options and 50 percent of the value of the Annual Target Award shall be awarded
annually in the form of restricted stock units. 
It is expected that 100 percent of the value of the Annual Excess Award
shall be awarded annually in the form of restricted stock units.  Value for this purpose shall mean (a) in
the case of stock options, theBlack-Scholes valueof such stock options, and (b) in
the case of restricted stock units, the number of units subject to the award
multiplied by the average closing price of the Stock for thetentrading
days immediately preceding the award date. 
Stock options shall have an exercise price equal to the fair market
value of the Stock on the date of grant and shall become exercisable over athree-year
period, at the rate of331/3percenteach year, subject to continued employment of the
Participant by the Company or a Subsidiary. 
Up to331/3percentof the restricted stock units subject to an award
shall become vested following each Fiscal Year on the date (the Vesting Date)
on which the Committee makes a determination regarding the achievement of the
Performance Measures for such Fiscal Year, subject to continued employment of
the Participant by the Company or a Subsidiary. 
The actual number of restricted stock units issued in respect of Annual
Target Awards and Annual Excess Awards that will vest on a particular Vesting
Date will depend on the percentage of each Performance Measure the Company
achieved for the relevant Fiscal Year based on a vesting schedule determined by
the Committee and included in the relevant restricted stock unit agreements .  The Committee
shall review the Companys audited financial statements promptly after their
preparation each year to determine the percentage of each Performance Measure
that was achieved for purposes of the Plan.The Committee shall have full discretion to modify the target amount for
any Performance Measurefor
any Fiscal Year at any time, including without limitation to take into account
any acquisitions or other corporate transactions occurring during such Fiscal
Year.  If on any Vesting Date all or some
of the restricted stock units subject to an award do not vest because the
applicable Performance Measure is not achieved at the requisite level, then
such unvested restricted stock units shall be forfeited.  In view of the Chief Executive Officers significant ownership position
in the Stock, he shall have the right, with respect to any award of restricted
stock units, to elect to have such restricted stock units settled in cash
rather than in Stock.  The Chief
Executive Officer may make such election with respect to any award of restricted
stock units at any time within fifteen (15) days following the grant date of
such award.  If such election is timely
made, such award will be settled in cash on each applicable Vesting Date with
the payment amountequal
to the aggregate number of restricted stock units that vest on such Vesting
Date multiplied by the closing price of the Stock on such Vesting Date.  If no such election is timely made, such
award will be settled in Stock.  3


6.Forfeiture.Unless otherwise determined by the Committee, a Participant whose
employment with the Company terminates for any reason prior to fulfilling the
vesting requirements for his or her stock options and restricted stock units
hereunder shall forfeit all rights to his or her stock options and restricted
stock units that remain unvested on his or her termination date.  7.Amendment
or Termination of Plan.The
Compensation Committee may amend or terminate this Plan at any time or from
time to time; provided, however,
that no such amendment or termination shall, without the written consent of the
Participants, in any material adverse way affect the rights of a Participant
with respect to benefits earned prior to the date of amendment or termination.  8.Limitation
of Companys Liability.Subject to its
obligation to make payments as provided for hereunder, neither the Company nor
any person acting on behalf of the Company shall be liable for any act
performed or the failure to perform any act with respect to this Plan, except
in the event that there has been a judicial determination of willful misconduct
on the part of the Company or such person. 
The Company is under no obligation to fund any of the payments required
to be made hereunder in advance of their actual payment or to establish any
reserves with respect to this Plan.  Any
benefits which become payable hereunder shall be paid from the general assets
of the Company.  No Participant, or his
or her beneficiary or beneficiaries, shall have any right, other than the right
of an unsecured general creditor, against the Company in respect of the
benefits to be paid hereunder.  9.Withholding
of Tax.Anything to the contrary notwithstanding, all
payments required to be made by the Company hereunder shall be subject to the
withholding of such amounts as the Company reasonably may determine that it is
required to withhold pursuant to applicable federal, state or local law or
regulation.  Withholding can be made in
the form of Stock up to the minimum withholding amount.  10.Assignability.Except as otherwise provided by law, no benefit hereunder shall be
assignable, or subject to alienation, garnishment, execution or levy of any
kind, and any attempt to cause any benefit to be so subject shall be void.  11.No
Contract for Continuing Services.This Plan
shall not be construed as creating any contract for continued services between
the Company and any Participant and nothing herein contained shall give any
Participant the right to be retained as an employee of the Company.  12.Governing
Law.This Plan shall be construed, administered,
and enforced in accordance with the laws of the Commonwealth of Massachusetts.  13.Non-Exclusivity.The Plan does not limit the authority of the Company, the Committee, or
any subsidiary of the Company, to grant awards or authorize any other
compensation under any other plan or authority, including, without limitation,
awards or other compensation based on the samePerformance Measures used under the Plan.  In addition, executives not selected to
participate in the Plan may participate in other plans of the Company.  4