Exhibit 10.2


 


Cash-Settled


 


 RESTRICTED
STOCK UNIT AGREEMENT


 


UNDER THE MAC-GRAY CORPORATION


2005 STOCK OPTION AND INCENTIVE PLAN


 


Name of Grantee:


No. of Restricted Stock Units Granted:


Grant Date:


Final Acceptance Date:


 


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.


 


1.                    Acceptance
of Award.  The Grantee shall have no
rights with respect to this Award unless he or she shall have accepted this
Award prior to the close of business on the Final Acceptance Date specified
above by signing and delivering to the Company a copy of this Award Agreement.  Any consideration due to the Company on the
issuance of the Award has been deemed to be satisfied by past services rendered
by the Grantee to the Company.


 


2.                    Restrictions
on Transfer of Award.


 


(a)           The
Award may not be sold, transferred, pledged, assigned or otherwise encumbered
or disposed of by the Grantee until (i) the Restricted Stock Units have
vested as provided in Section 3 of this Agreement and (ii) shares of
Stock have been issued to the Grantee.


 


(b)           If
the Grantee’s employment with the Company and its Subsidiaries is voluntarily
or involuntarily terminated for any reason prior to the satisfaction of the
vesting conditions set forth in Section 3 below, any Restricted Shares
that have not vested as of such date shall automatically and without notice
terminate, be forfeited and be and become null and void, and neither the
Grantee nor any of his or her successors, heirs, assigns, or personal
representatives will thereafter have any further rights or interests in such
unvested Restricted Stock Units.


 


3.                    Vesting
of Restricted Stock Units.  The
restrictions and conditions in Section 2 of this Agreement shall lapse on
up to one third (1/3) of the Restricted Stock Units following each of the
Company’s three succeeding fiscal years commencing with the fiscal year in
which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting
Date”) on which the Committee makes a determination that the Company has
achieved the Performance Measure (as defined below) target amount established
by the Committee for such Fiscal Year, provided that the Grantee is an employee
of the Company or a Subsidiary on such Vesting Date.  The actual number of Restricted Stock Units
that will vest on a particular Vesting Date will depend on the percentage of
the Performance Measure target amount the Company achieved for the previous
Fiscal Year 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%

  



 


For purposes of this Section 3, the “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.  The Committee shall review
the Company’s audited financial statements promptly after their preparation
each year to determine the percentage of the Performance Measure target amount
that was achieved for purposes of this Section 3.


 


If on any Vesting Date all or some of the Restricted
Stock Units do not vest because the conditions of this Section 3 are not
fully satisfied, then such unvested Restricted Stock Units shall automatically
and without notice terminate, be forfeited and become null and void, and neither
the Grantee nor any of his or her successors, heirs, assigns, or personal
representatives will thereafter have any further rights or interests in such
forfeited Restricted Stock Units.


 


2

















 


4.                    Dividend
Equivalents.


 


(a)           If
on any date the Company shall pay any dividend on shares of Stock of the
Company, the number of Restricted Stock Units credited to the Grantee shall, as
of such date, be increased by an amount determined by the following formula:


 


W = (X multiplied by Y) divided by Z, where:


 


W = the number of additional Restricted Stock Units to
be credited to the Grantee on such dividend payment date;


 


X = the aggregate number of Restricted Stock Units
(whether vested or unvested) credited to the Grantee as of the record date of
the dividend;


 


Y = the cash dividend per share amount; and


 


Z = the Fair Market Value per share of Stock (as
determined under the Plan) on the dividend payment date.


 


(b)           In
the case of a dividend paid on Stock in the form of Stock, including without
limitation a distribution of Stock by reason of a stock dividend, stock split
or otherwise, the number of Restricted Stock Units credited to the Grantee
shall be increased by a number equal to the product of (i) the aggregate
number of Restricted Stock Units that have been awarded to the Grantee through
the related dividend record date, and (ii) the number of shares of Stock
(including any fraction thereof) payable as dividend on one share of
Stock.  Any additional Restricted Stock
Units shall be subject to the vesting and restrictions of this Agreement in the
same manner and for so long as the Restricted Stock Units granted pursuant to
this Agreement to which they relate remain subject to such vesting and
restrictions, and shall be promptly forfeited to the Company if and when such
Restricted Stock Units are so forfeited.


 


5.                    Settlement
of Restricted Stock Units.


 


(a)           As
soon as practicable following each vesting date, the Company shall make a cash
payment to the Grantee in an amount equal to the value of  the aggregate number of Restricted Stock Units
 credited to the Grantee that have vested
pursuant to Section 3 of this Agreement on such date, based on the closing
price of a share of Stock on such date.


 


(b)           Upon
a Sale Event, the Company shall make a cash payment  to the Grantee in an amount equal in value
to  the aggregate number of Restricted
Stock Units credited to the Grantee on the date of the Sale Event  based on the amount payable to the
shareholders for a share of Stock upon the Sale Event.


 


6.                                       Incorporation
of Plan.  Notwithstanding anything
herein to the contrary, this Agreement shall be subject to and governed by all
the terms and conditions of the Plan, including the powers of the Administrator
set forth in Section 2(b) of the Plan.  Capitalized terms in this Agreement shall
have the meaning specified in the Plan, unless a different meaning is specified
herein.


 


3

















 


7.             Tax Withholding.  The Grantee shall, not later than the date as
of which the receipt of this Award becomes a taxable event for Federal income
tax purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by
law to be withheld on account of such taxable event.


 


8.             No Obligation to Continue Employment.  Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the
Grantee in employment and neither the Plan nor this Agreement shall interfere
in any way with the right of the Company or any Subsidiary to terminate the
employment of the Grantee at any time.


 


9.             Notices. 
Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Grantee at
the address on file with the Company or, in either case, at such other address
as one party may subsequently furnish to the other party in writing.


 


 


	
   

  	
  MAC-GRAY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:                             Title:

  



 


 


The foregoing Agreement is hereby accepted and the
terms and conditions thereof hereby agreed to by the undersigned.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee’s name and address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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