Exhibit 10.1


 


MAC-GRAY
CORPORATION


 


LONG TERM INCENTIVE PLAN


(Amended and Restated as of January 9, 2009)


 


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
quotient obtained by dividing (x) the difference between (a) the
Company’s earnings before interest, taxes, depreciation and amortization
(EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and
capital expenditures for such Fiscal Year, by (y) the weighted average
number of shares of Stock outstanding for such Fiscal Year determined on a
diluted basis using the treasury 


 





















 


stock method, all as determined by reference to the Company’s audited
financial statements for such Fiscal Year.


 


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
target amount for the Performance Measure each year, 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 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.


 


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, the Black-Scholes value of 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 the ten  trading
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 a three-year
period, at the rate of 331/3 percent each year, subject to continued employment of the
Participant by the Company or a Subsidiary. 
Up to 331/3 percent of 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 that the Company has achieved the
Performance Measure for such Fiscal Year, subject to continued 


 


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employment of the Participant by the Company or a Subsidiary.  The actual number of restricted stock units
that will vest on a particular Vesting Date will depend on the percentage of
the Performance Measure the Company achieved for the relevant Fiscal Year.  For restricted stock units issued in respect
of Annual Target Awards, such vesting will be based on the following percentage
thresholds:


 


	
  If this % of the Performance Measure is achieved

  (without rounding):

  	
   

  	
  This % of one third (1/3) of the restricted stock units

  will become vested on the Vesting Date:

  	
   

  
	
  Less than 80%

  	
   

  	
  0.00%

  	
   

  
	
  80%

  	
   

  	
  30.0%

  	
   

  
	
  81%

  	
   

  	
  33.5%

  	
   

  
	
  82%

  	
   

  	
  37.0%

  	
   

  
	
  83%

  	
   

  	
  40.5%

  	
   

  
	
  84%

  	
   

  	
  44.0%

  	
   

  
	
  85%

  	
   

  	
  47.5%

  	
   

  
	
  86%

  	
   

  	
  51.0%

  	
   

  
	
  87%

  	
   

  	
  54.5%

  	
   

  
	
  88%

  	
   

  	
  58.0%

  	
   

  
	
  89%

  	
   

  	
  61.5%

  	
   

  
	
  90%

  	
   

  	
  65.0%

  	
   

  
	
  91%

  	
   

  	
  68.5%

  	
   

  
	
  92%

  	
   

  	
  72.0%

  	
   

  
	
  93%

  	
   

  	
  75.5%

  	
   

  
	
  94%

  	
   

  	
  79.0%

  	
   

  
	
  95%

  	
   

  	
  82.5%

  	
   

  
	
  96%

  	
   

  	
  86.0%

  	
   

  
	
  97%

  	
   

  	
  89.5%

  	
   

  
	
  98%

  	
   

  	
  93.0%

  	
   

  
	
  99%

  	
   

  	
  96.5%

  	
   

  
	
  100%

  	
   

  	
  100%

  	
   

  



 


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For restricted
stock units issued in respect of Annual Excess Awards, such vesting will be
based on the following percentage thresholds:


 


	
  If this % of the Performance Measure is achieved

  (without rounding):

  	
   

  	
  This % of one third (1/3) of the restricted stock units

  will become vested on the Vesting Date:

  	
   

  
	
  Less than 101%

  	
   

  	
  0.00%

  	
   

  
	
  101%

  	
   

  	
  10%

  	
   

  
	
  102%

  	
   

  	
  20%

  	
   

  
	
  103%

  	
   

  	
  30%

  	
   

  
	
  104%

  	
   

  	
  40%

  	
   

  
	
  105%

  	
   

  	
  50%

  	
   

  
	
  106%

  	
   

  	
  60%

  	
   

  
	
  107%

  	
   

  	
  70%

  	
   

  
	
  108%

  	
   

  	
  80%

  	
   

  
	
  109%

  	
   

  	
  90%

  	
   

  
	
  110%

  	
   

  	
  100%

  	
   

  



 


The Committee shall review the Company’s audited financial statements
promptly after their preparation each year to determine the percentage of the
Performance Measure that was achieved for purposes of the Plan.  The Committee shall have
full discretion to modify the Performance Measure target amount for 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 amount
equal 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.


 


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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 same Performance Measure used under the Plan.  In addition, executives not selected to
participate in the Plan may participate in other plans of the Company.


 


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