Exhibit
10.45  MAC-GRAY CORPORATION  2001 EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated January 1, 2010)  The purpose of the Mac-Gray Corporation 2001 Employee Stock Purchase
Plan (the Plan) is to provide eligible employees of Mac-Gray Corporation (the
Company) and certain of its subsidiaries with opportunities to purchase
shares of the Companys common stock, par value $.01 per share (the Common
Stock).  Five Hundred Thousand (500,000)
shares of Common Stock in the aggregate have been approved and reserved for
this purpose.  The Plan is intended to
constitute an employee stock purchase plan within the meaning of Section 423(b) of
the Internal Revenue Code of 1986, as amended (the Code), and shall be
interpreted in accordance with that intent.  1.             ADMINISTRATION.  The Plan will be administered by the person
or persons (the Administrator) appointed by the Companys Board of Directors
(the Board) for such purpose.  The
Administrator has authority to make rules and regulations for the administration
of the Plan, and its interpretations and decisions with regard thereto shall be
final and conclusive.  No member of the
Board or individual exercising administrative authority with respect to the
Plan shall be liable for any action or determination made in good faith with
respect to the Plan or any option granted hereunder.  2.             OFFERINGS.  The Company will make one or more offerings
to eligible employees to purchase Common Stock under the Plan (Offerings).  Unless otherwise determined by the Administrator,
an Offering will begin on the first business day occurring on or after each January 1
and July 1 and will end on the last business day occurring on or before
the following June 30 and December 31, respectively.  The Administrator may, in its discretion,
designate a different period for any Offering, provided that no Offering shall
exceed 27 months in duration or overlap any other Offering.  3.             ELIGIBILITY.  All employees of the Company (including
employees who are also directors of the Company) and all employees of each
Designated Subsidiary (as defined in Section 12) are eligible to
participate in any one or more of the Offerings under the Plan, provided that
as of the first day of the applicable Offering (the Offering Date) they are
customarily employed by the Company or a Designated Subsidiary for more than 20
hours a week and for five months or more a year.  4.             PARTICIPATION.  An employee eligible on any Offering Date may
participate in such Offering by submitting an enrollment form to his appropriate
payroll location at least 15 business days before the Offering Date (or by such
other deadline as shall be established for the Offering).  The form will (a) state a whole
percentage to be deducted from his Compensation (as defined in Section 12)
per pay period, (b) authorize the purchase of Common Stock for him in each
Offering in accordance with the terms of the Plan and (c) specify the
exact name or names in which shares of Common Stock purchased for him are to be
issued pursuant to Section 10.  An
employee who does not enroll in accordance with these procedures will be deemed
to have waived his right to participate. 
Unless an employee files a new enrollment form or withdraws


from
the Plan, his deductions and purchases will continue at the same percentage of
Compensation for future Offerings, provided he remains eligible.  Notwithstanding the foregoing, participation
in the Plan will neither be permitted nor be denied contrary to the
requirements of the Code.  5.             EMPLOYEE CONTRIBUTIONS.  Each eligible employee may authorize payroll
deductions at a minimum of one percent (1%) up to a maximum of fifteen percent
(15%) of his Compensation for each pay period. 
The Company will maintain book accounts showing the amount of payroll
deductions made by each participating employee for each Offering.  No interest will accrue or be paid on payroll
deductions.  6.             DEDUCTION CHANGES.  Except as may be determined by the
Administrator in advance of an Offering, an employee may discontinue his
participation in the Plan as provided in Section 7, or, on one occasion
only during an Offering Period, may decrease, but may not increase, the rate of
his payroll deduction during the Offering Period (subject to the limitations of
Section 5) by filing a new enrollment form.  The change in rate shall be effective at the
earliest practicable time, as determined by the Administrator, but not before
the first pay period after making the change. 
The Administrator may, in advance of any Offering, establish additional rules permitting
an employee to increase, decrease or terminate his payroll deduction during an
Offering.  7.             WITHDRAWAL.  An employee may withdraw from participation
in the Plan by delivering a written notice of withdrawal to his appropriate
payroll location.  The employees
withdrawal will be effective as of the next business day.  Following an employees withdrawal, the
Company will promptly refund to him his entire account balance under the Plan
(after payment for any Common Stock purchased before the effective date of
withdrawal).  Partial withdrawals are not
permitted.  The employee may not begin
participation again during the remainder of the Offering, but may enroll in a
subsequent Offering in accordance with Section 4.  8.             GRANT OF OPTIONS.  On each Offering Date, the Company will grant
to each eligible employee who is then a participant in the Plan an option (Option)
to purchase on the last day of such Offering (the Exercise Date), at the
Option Price hereinafter provided for, (a) a number of shares of Common
Stock determined by dividing such employees accumulated payroll deductions on
such Exercise Date by the lower of (i) the Fair Market Value of the Common
Stock on the Offering Date, or (ii) the Fair Market Value of the Common
Stock on the Exercise Date, or (b) 2,500 shares, if less, or such other
maximum number of shares as shall have been established by the Administrator in
advance of the Offering; provided, however, that such Option shall be subject
to the limitations set forth below.  The
purchase price for each share purchased under each Option (the Option Price)
will be the Fair Market Value of the Common Stock on the Offering Date or the
Exercise Date, whichever is less.  Notwithstanding the foregoing, no employee may be granted an option
hereunder if such employee, immediately after the option was granted, would be
treated as owning stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any
Parent or Subsidiary (as defined in Section 12).  For purposes of the preceding sentence, the
attribution rules of Section 424(d) of the Code shall apply in
determining the stock ownership of an employee, and all stock which the
employee has a  2


contractual right to purchase shall be treated as
stock owned by the employee.  In
addition, no employee may be granted an Option which permits his rights to
purchase stock under the Plan, and any other employee stock purchase plan of
the Company and its Parents and Subsidiaries, to accrue at a rate which exceeds
$25,000 of fair market value of such stock (determined on the Offering Date)
for each calendar year in which the Option is outstanding at any time.  The purpose of the limitation in the preceding
sentence is to comply with Section 423(b)(8) of the Code and shall be
applied taking Options into account in the order in which they were granted.  9.             EXERCISE OF OPTION AND PURCHASE
OF SHARES.  Each employee who
continues to be a participant in the Plan on the Exercise Date shall be deemed
to have exercised his Option on such date and shall acquire from the Company
such number of whole shares of Common Stock reserved for the purpose of the
Plan as his accumulated payroll deductions on such date will purchase at the
Option Price, subject to any other limitations contained in the Plan.  Any amount remaining in an employees account
at the end of an Offering solely by reason of the inability to purchase a
fractional share will be carried forward to the next Offering; any other
balance remaining in an employees account at the end of an Offering will be
refunded to the employee promptly.  10.           ISSUANCE OF CERTIFICATES.  Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the employee,
in the name of the employee and another person of legal age as joint tenants
with rights of survivorship, or in the name of a broker authorized by the
employee to be his, or their, nominee for such purpose.  11.           REPURCHASE OPTION.  In the event that an employee (or a former
employee) desires to sell or otherwise transfer the shares of Common Stock
purchased under the Plan within six months of the Exercise Date on which such
shares were purchased (the Locked-Up Shares), the employee (or former
employee) shall give written notice to the Company of the employees (or former
employees) intention to make such sale or transfer.  At any time within 10 days after the receipt
of such notice by the Company, the Company may elect to repurchase the
Locked-Up Shares for a price per share equal to the lesser of (i) the
purchase price per share paid by the employee (or former employee) for the
Locked-Up Shares under the Plan, or (ii) the Fair Market Value of the
Common Stock on the date of such repurchase. 
In the event the Company or its assigns do not elect to exercise such
repurchase right within such 10 day period, the employee (or former employee)
may sell or transfer the Locked-Up Shares.  12.           DEFINITIONS.  The term Compensation means the amount of total cash compensation,
prior to salary reduction pursuant to either Section 125 or 401(k) of
the Code, but excluding allowances and reimbursements for expenses such as
relocation allowances or travel expenses, income or gains on the exercise of
Company stock options, and similar items.  The term Designated Subsidiary means any present or future Subsidiary
(as defined below) that has been designated by the Board to participate in the
Plan.  The Board may so designate any
Subsidiary, or revoke any such designation, at any time and from time to time,
either before or after the Plan is approved by the stockholders.  3


The term Fair Market Value of the Common Stock on any given date
means the closing price of the Common Stock as reported on the New York Stock
Exchange.  The term Parent means a parent corporation with respect to the
Company, as defined in Section 424(e) of the Code.  The term Subsidiary means a subsidiary corporation with respect to
the Company, as defined in Section 424(f) of the Code.  13.           RIGHTS ON TERMINATION OF
EMPLOYMENT.  If a participating
employees employment terminates before the Exercise Date for any Offering for
any reason, no payroll deduction will be taken from any pay due and owing to
the employee and the balance in his account will be paid to him or, in the case
of his death, to his designated beneficiary as if he had withdrawn from the
Plan under Section 7.  An employee will be deemed to have terminated employment, for this
purpose, if the corporation that employs him, having been a Designated
Subsidiary, ceases to be a Subsidiary, or if the employee is transferred to any
corporation other than the Company or a Designated Subsidiary.  An employee will not be deemed to have
terminated employment, for this purpose, if the employee is on an approved
leave of absence for military service or sickness, or for any other purpose
approved by the Company, if the employees right to re-employment is guaranteed
either by a statute or by contract or under the policy pursuant to which the
leave of absence was granted or if the Administrator otherwise so provides in
writing.  14.           SPECIAL RULES.  Notwithstanding anything herein to the
contrary, the Administrator may adopt special rules applicable to the
employees of a particular Designated Subsidiary, whenever the Administrator
determines that such rules are necessary or appropriate for the
implementation of the Plan in a jurisdiction where such Designated Subsidiary
has employees; provided that such rules are consistent with the
requirements of Section 423(b) of the Code.  Such special rules may include (by way
of example, but not by way of limitation) the establishment of a method for
employees of a given Designated Subsidiary to fund the purchase of shares other
than by payroll deduction, if the payroll deduction method is prohibited by
local law or is otherwise impracticable. 
Any special rules established pursuant to this Section 14
shall, to the extent possible, result in the employees subject to such rules having
substantially the same rights as other participants in the Plan.  Any grant of Options to employees of a
Designated Subsidiary under this Section 14 shall be viewed as a separate
offering under Section 423 of the Code.  15.           OPTIONEES NOT STOCKHOLDERS.  Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a
holder of the shares of Common Stock covered by an Option under the Plan until
such shares have been purchased by and issued to him.  16.           RIGHTS NOT TRANSFERABLE.  Rights under the Plan are not transferable by
a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employees lifetime only by the
employee.  4


17.           APPLICATION OF FUNDS.  All funds received or held by the Company
under the Plan may be combined with other corporate funds and may be used for
any corporate purpose.  18.           ADJUSTMENT IN CASE OF CHANGES
AFFECTING COMMON STOCK.  In the event
of a subdivision of outstanding shares of Common Stock, or the payment of a
dividend in Common Stock, the number of shares approved for the Plan, and the
share limitation set forth in Section 8, shall be increased
proportionately, and such other adjustment shall be made as may be deemed
equitable by the Administrator.  In the
event of any other change affecting the Common Stock, such adjustment shall be
made as may be deemed equitable by the Administrator to give proper effect to
such event.  19.           AMENDMENT OF THE PLAN.  The Board may at any time, and from time to
time, amend the Plan in any respect, except that without the approval, within
12 months of such Board action, by the stockholders, no amendment shall be made
increasing the number of shares approved for the Plan or making any other
change that would require stockholder approval in order for the Plan, as
amended, to qualify as an employee stock purchase plan under Section 423(b) of
the Code.  20.           INSUFFICIENT SHARES.  If the total number of shares of Common Stock
that would otherwise be purchased on any Exercise Date plus the number of
shares purchased under previous Offerings under the Plan exceeds the maximum
number of shares issuable under the Plan, the shares then available shall be
apportioned among participants in proportion to the amount of payroll
deductions accumulated on behalf of each participant that would otherwise be
used to purchase Common Stock on such Exercise Date.  21.           TERMINATION OF THE PLAN.  The Plan may be terminated at any time by the
Board.  Upon termination of the Plan, all
amounts in the accounts of participating employees shall be promptly refunded.  22.           GOVERNMENTAL REGULATIONS.  The Companys obligation to sell and deliver
Common Stock under the Plan is subject to obtaining all governmental approvals
required in connection with the authorization, issuance, or sale of such stock.  The Plan shall be governed by Delaware law except to the extent that
such law is preempted by federal law.  23.           ISSUANCE OF SHARES.  Shares may be issued upon exercise of an
Option from authorized but unissued Common Stock, from shares held in the
treasury of the Company, or from any other proper source.  24.           TAX WITHHOLDING.  Participation in the Plan is subject to any
minimum required tax withholding on income of the participant in connection
with the Plan.  Each employee agrees, by
entering the Plan, that the Company and its Subsidiaries shall have the right
to deduct any such taxes from any payment of any kind otherwise due to the
employee, including shares issuable under the Plan.  5


25.           NOTIFICATION UPON SALE OF SHARES.  Each employee agrees, by entering the Plan,
to give the Company prompt notice of any disposition of shares purchased under
the Plan where such disposition occurs within two years after the date of grant
of the Option pursuant to which such shares were purchased.  26.           EFFECTIVE DATE.  The amended and restated Plan shall take effect
on January 1, 2010.  MAC-GRAY CORPORATIONBy:
  /s/ Stewart G. MacDonaldName: Stewart Gray MacDonaldTitle: Chief Executive
  Officer   Originally
Adopted by Board of Directors:  April 10,
2001 Originally
Adopted by Shareholders:  At the May 23,
2001 Annual Meeting of Stockholders Amendment and Restatement approved by the
Board of Directors:  March 5, 2008 Amendment
and Restatement approved by the Shareholders: 
At the May 22, 2008 Annual Meeting of Stockholders Amendment
and Restatement approved by the Board of Directors:  December 11, 2009  6