Exhibit 10.5COINMACH SERVICE CORP. 2004 LONG-TERM INCENTIVE PLANRESTRICTED STOCK AGREEMENT     THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and betweenthe Participant and Coinmach Service Corp. (the “Company”);WITNESSETH THAT:     WHEREAS, the Company maintains the Coinmach Service Corp. 2004 Long-Term Incentive Plan (the“Plan”), which is incorporated into and forms a part of this Agreement, and the Participant hasbeen selected by the committee administering the Plan (the “Committee”) to receive a RestrictedStock Award under the Plan;     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:     1. Terms of Award. The following terms used in this Agreement shall have the meaningsset forth in this paragraph 1:(a) The “Participant” is Ramon Norniella. (b) The “Grant Date” is November 3, 2006. (c) “Covered Shares” are shares of Class A Stock granted under this Agreement and subject to theterms of this Agreement and the Plan. The number of “Covered Shares” awarded under thisAgreement is 10,000 shares. (d) 2,500 Covered Shares1 (representing 25% of all Covered Shares awardedunder this Agreement) shall be “Time Vesting Shares.” (e) 7,500 Covered Shares 2 (representing 75% of all Covered Shares awardedunder this Agreement) shall be “Performance Vesting Shares.” The number of Covered Sharesrepresenting 2/3 of Participant’s Performance Vesting Shares shall be “Pool I PerformanceVesting Shares”, and the number of Covered Shares representing 1/3 of Participant’sPerformance Vesting Shares shall be “Pool II Performance Vesting Shares.”Other terms used in this Agreement are defined pursuant to paragraph 14 or elsewhere in thisAgreement.     2. Award. The Participant is hereby granted the number of Covered Shares set forth inparagraph 1. 1 25% of the Covered Shares awarded shall besubject to time vesting. 2 75% of the Covered Shares awarded shall besubject to performance vesting.
 

 
     3. Section 83(b) Election. The parties agree that the Fair Market Value of eachCovered Share as of the Grant Date is $10.00. The Participant, in his sole discretion, may make aSection 83(b) Election with the IRS in the form of Exhibit A attached hereto. TheParticipant understands that under applicable law such election must be filed with the IRS no laterthan 30 days after any grant of the Covered Shares is to be effective. If the Participant files aneffective 83(b) Election, the excess of the fair market value of the Covered Shares (which the IRSmay assert is different from the Fair Market Value determined by the parties) covered by suchelection shall be treated as ordinary income received by the Participant, and the Company or one ofits Subsidiaries shall withhold from Participant’s compensation all amounts required to be withheldunder applicable law. If the Participant does not file an 83(b) Election, future appreciation onthe Covered Shares will generally be taxable as ordinary income when such Covered Shares vestpursuant to this Agreement. (See Exhibit A for additional information about the tax consequences.)The foregoing discussion as well as the discussion in Exhibit A is based on Federal tax laws andregulations presently in effect, which are subject to change, and the discussion does not purportto be a complete description of the Federal income tax aspects of the program or grants under it.The Participant may also be subject to state and local taxes in connection with the grant ofCovered Shares under the program. The Company suggests that the Participant consult with hisindividual tax advisor to determine the applicability of the tax rules to the awards granted to himin his personal circumstances.     4. Dividends and Voting Rights. The Participant shall be entitled to receive anydividends paid with respect to the Time Vesting Shares that become payable during the RestrictedPeriod; provided, however, that no dividends shall be payable to or for the benefitof the Participant for Time Vesting Shares with respect to record dates occurring prior to theGrant Date, or with respect to record dates occurring on or after the date, if any, on which theParticipant has forfeited those Time Vesting Shares. The Participant shall not be paid anydividends with respect to the Performance Vesting Shares until the Participant has become vested insuch shares. At the time of vesting, the Participant shall receive a cash payment equal to theaggregate dividends (without interest) that the Participant would have received if the Participanthad owned all of the Performance Vesting Shares in which the Participant vested for the periodbeginning on the date of grant of those shares and ending on the date of vesting. No dividendsshall be paid to the Participant with respect to any Time Vesting Shares or any Performance VestingShares that are forfeited by the Participant. The Participant shall be entitled to vote theCovered Shares (whether Time Vesting Shares or Performance Vesting Shares) during the RestrictedPeriod to the same extent as would have been applicable to the Participant if the Participant wasthen vested in the shares; provided, however, that the Participant shall not beentitled to vote the shares with respect to record dates for such voting rights arising prior tothe Grant Date, or with respect to record dates occurring on or after the date, if any, on whichthe Participant has forfeited those Covered Shares.     5. Deposit of Covered Shares. Each certificate issued in respect of the CoveredShares granted under this Agreement shall be registered in the name of the Participant and shall bedeposited in a bank designated by the Committee. During the Restricted Period, all certificatesevidencing the Restricted Stock will be imprinted with the
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following legend: “The securities evidenced by this certificate are subject to the transferrestrictions, forfeiture restrictions and other provisions of the Restricted Stock Agreement datedNovember 3, 2006, between Coinmach Service Corp. and Ramon Norniella.” Notwithstanding theforegoing, the Committee may, in its sole discretion, cause the Covered Shares to be held inbook-entry form on behalf of the Participant without the issuance of certificates.     6. Transfer and Forfeiture of Shares.(a) Time Vesting Shares. If the Date of Termination (as defined below) does not occurduring the Restricted Period with respect to any Installment of the Time Vesting Shares, then,at the end of the Restricted Period for such shares, the Participant shall become vested inthose Time Vesting Shares, and shall own the shares free of all restrictions otherwise imposedby this Agreement. With respect to all Time Vesting Shares, the “Restricted Period” shallbegin on the Grant Date. The “Restricted Period” with respect to each Installment of TimeVesting Shares shown on the schedule shall end on the Vesting Date applicable to suchInstallment (but only if the Date of Termination has not occurred before the Vesting Date):         VESTINGDATE    APPLICABLETOINSTALLMENT INSTALLMENT 833  One-Year Anniversary of Grant Date 833  Two-Year Anniversary of Grant Date 834  Three-Year Anniversary of Grant Date(b) Performance Vesting Shares. If the Date of Termination does not occur during thePerformance Period with respect to the Performance Vesting Shares, then, at the end of thePerformance Period for such shares, the Participant shall become vested in those PerformanceVesting Shares, and shall own the shares free of all restrictions otherwise imposed by thisAgreement, but only to the extent expressly provided by this paragraph 6. Except as otherwiseprovided in this paragraph 6, if the Date of Termination occurs at or prior to the end of thePerformance Period, the Performance Vesting Shares shall be forfeited. With respect to allPerformance Vesting Shares, the “Performance Period” shall begin on the Grant Date and shallend on March 31, 2009. (i) Performance Goals. The vesting of Pool I Performance Vesting Sharesis not dependent on the satisfaction of the Performance Goal for Pool II PerformanceVesting Shares, and the vesting of Pool II Performance Vesting Shares is not dependenton the satisfaction of the Performance Goal for Pool I Performance Vesting Shares. (A) *Pool I Performance Vesting Shares*. The performance goal withrespect to Pool I Performance Vesting Shares shall be DCF of $48 million for thefiscal year of the Company ending March 31, 2009.
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   If the Performance Goal described in the preceding sentence is met as of theend of the Performance Period, all Pool I Performance Vesting Shares shallvest, and Participant shall own such Pool I Performance Vesting Shares freeof all restrictions otherwise imposed by this Agreement. Pool I PerformanceVesting Shares that have not vested at or prior to the end of the PerformancePeriod shall be forfeited.  (B) *Pool II Performance Vesting Shares*. The Performance Goal withrespect to Pool II Performance Vesting Shares shall be Consolidated EBITDA of$174 million for any four consecutive fiscal quarters beginning on or afterOctober 1, 2006 and ending on or prior to March 31, 2009. If the PerformanceGoal described in the preceding sentence is met at any time during thePerformance Period, all Pool II Performance Vesting Shares shall vest, and theParticipant shall own such Pool II Performance Vesting Shares free of allrestrictions otherwise imposed by this Agreement. If the Performance Goaldescribed above is not met as of the end of the Performance Period, butConsolidated EBITDA as of the end of the Performance Period is at least $165million, an amount (expressed as a percentage) of Pool II Performance VestingShares shall vest in accordance with the following schedule:     Consolidated EBITDA  for the fiscal year of the Company ending Vested Percentage of Pool IIMarch 31, 2009 Performance Vesting SharesLess than $165 million  0%At least $165 million but less than $166 million  25%At least $166 million but less than $167 million  30%At least $167 million but less than $168 million  35%At least $168 million but less than $169 million  40%At least $169 million but less than $170 million  50%At least $170 million but less than $171 million  60%At least $171 million but less than $172 million  75%At least $172 million but less than $173 million  85%At least $173 million but less than $174 million  95%$174 million or greater  100%  Pool II Performance Vesting Shares that have not vested by the end of the PerformancePeriod shall be forfeited. (C) *Satisfaction of Performance Goals*. The determination as towhether a Performance Goal with respect to Pool I Performance Shares and Pool IIPerformance Shares shall have been met shall be made by the Board of Directorsfollowing the review and/or audit, as applicable, by the Company’s independentcertified public
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   accountants of the financial statements of the Company for the fiscal quarteror fiscal year, as applicable, ending on the last day of the period duringwhich such Performance Goal is believed to have been met. Notwithstandingany provision contained herein to the contrary, the Board of Directors shallhave the sole and absolute discretion to interpret the meaning of anydefined term contained herein used in the calculation of DCF and ConsolidatedEBITDA, which interpretation shall be binding on Participant (whether or notsuch interpretation is in accordance with GAAP or, for those term not definedby GAAP, other commonly used definitions or measures). If and to the extentParticipant is a member on the Board of Directors at the time any suchdetermination described in this clause (C) is made, such Participant shallabstain from taking part in such determination.(c) Notwithstanding the foregoing provisions of this paragraph 6, the following provisions shallapply to the Covered Shares, including both the Time Vesting Shares and the PerformanceVesting Shares: (i) Change in Control. If the Participant’s Date of Termination does notoccur prior to a Change in Control, then as of the Change in Control, all CoveredShares that have not previously vested shall vest and the Participant shall become theowner of such shares free of all restrictions otherwise imposed by this Agreement.  (ii) Death and Disability. If the Participant’s Date of Terminationoccurs by reason of his death or Disability, then as of the Date of Termination, allCovered Shares that have not previously vested shall vest and the Participant (or hisestate) shall become the owner of such shares free of all restrictions otherwiseimposed by this Agreement.  (iii) Other Employment Termination. If the Participant’s Date ofTermination occurs for any reason other than the Participant’s death or Disability,the Participant shall, as of a Date of Termination, forfeit the Covered Shares thathave not become vested as of that date.(d) Transfer of Shares. Covered Shares may not be sold, assigned, transferred, pledgedor otherwise encumbered until the expiration of the Performance Period or, if earlier, untilthe Participant is vested in the shares.     7. Withholding. The grant and vesting of the Covered Shares under this Agreement aresubject to withholding of all applicable taxes. At the election of the Participant, and subject tosuch rules and limitations as may be established by the Committee from time to time and subject toany applicable loan commitments of the Company or its affiliates, such withholding obligations maybe satisfied through the surrender of shares of Class A common stock (i) which the Participantalready owns, or (ii) to which the Participant is otherwise entitled under the Plan;provided, however, that
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shares described in this clause (ii) may be used to satisfy not more than the Company’sminimum statutory withholding obligation (based on minimum statutory withholding rates for Federaland state tax purposes, including payroll taxes, that are applicable to such supplemental taxableincome).     8. Heirs and Successors. This Agreement shall be binding upon, and inure to thebenefit of, the Company and its successors and assigns, and upon any person acquiring, whether bymerger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’sassets and business. If any rights of the Participant or benefits distributable to the Participantunder this Agreement have not been exercised or distributed, respectively, at the time of theParticipant’s death, such rights shall be exercisable by the Designated Beneficiary, and suchbenefits shall be distributed to the Designated Beneficiary, in accordance with the provisions ofthis Agreement and the Plan. The “Designated Beneficiary” shall be the beneficiary orbeneficiaries designated by the Participant in a writing filed with the Committee in such form andat such time as the Committee shall require. If a Participant fails to designate a beneficiary, orif the Designated Beneficiary does not survive the Participant, any rights that would have beenexercisable by the Participant and any benefits distributable to the Participant shall be exercisedby or distributed to the legal representative of the estate of the Participant. If a Participantdesignates a beneficiary and the Designated Beneficiary survives the Participant but dies beforethe Designated Beneficiary’s exercise of all rights under this Agreement or before the completedistribution of benefits to the Designated Beneficiary under this Agreement, then any rights thatwould have been exercisable by the Designated Beneficiary shall be exercised by the legalrepresentative of the estate of the Designated Beneficiary, and any benefits distributable to theDesignated Beneficiary shall be distributed to the legal representative of the estate of theDesignated Beneficiary.     9. Administration. The authority to manage and control the operation andadministration of this Agreement shall be vested in the Committee, and the Committee shall have allpowers with respect to this Agreement as it has with respect to the Plan. Any interpretation ofthe Agreement by the Committee and any decision made by it with respect to the Agreement is finaland binding.     10. Plan Governs. Notwithstanding anything in this Agreement to the contrary, theterms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtainedby the Participant from the office of the Secretary of the Company.     11. Fractional Shares. In lieu of issuing a fraction of a share pursuant to paragraph5.2(f) of the Plan or otherwise, the Company will be entitled to pay to the Participant an amountequal to the Fair Market Value of such fractional share.     12. Amendment. This Agreement may be amended in accordance with the provisions of thePlan, and may otherwise be amended by written agreement of the Participant and the Company withoutthe consent of any other person.
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     13. Applicable Law. The provisions of this Agreement shall be construed in accordancewith the laws of the State of New York, without regard to the conflict of law provisions of anyjurisdiction.     14. Definitions. For purposes of this Agreement, the terms used in this Agreementshall be subject to the following:(a) Board of Directors. “Board of Directors” means the Board of Directors of theCompany. (b) Capital Expenditures. “Capital Expenditures” means, for any period, withoutduplication, the sum of: (i) the aggregate amount of all expenditures of the Company for property, plantand equipment (excluding any property, plant and equipment acquired in connection withacquisitions, including advance location payments to location owners and excludingexpenditures relating to additions to net assets related to acquisitions ofbusinesses) that are recorded as fixed or capital assets made during such periodwhich, in accordance with GAAP, would be classified as capital expenditures, and  (ii) the aggregate amount of all cash payments made during such period in respectof any capitalized lease obligation allocable to the principal component thereof;  provided that the term “Capital Expenditures” shall not include (A) expenditures made inconnection with the replacement, substitution or restoration of assets (I) to the extentfinanced from insurance proceeds paid on account of the loss of or damage to the assetsbeing replaced or restored or (II) with awards of compensation arising from the taking byeminent domain or condemnation of the assets being replaced; (B) the purchase price ofequipment that is purchased simultaneously with the trade-in of existing equipment to theextent that the gross amount of such purchase price is reduced by the credit granted by theseller of such equipment for the equipment being traded in at such time; (C) a capitalizedlease obligation paid in respect of equipment that is leased in substitution for, or asreplacement in connection with the trade-in of, existing similar equipment; (D) thepurchase of plant, property or equipment made within one year of the sale of any asset inreplacement of such asset to the extent purchased with the proceeds of such sale, and acapitalized lease obligation paid in respect of such replaced asset; and (E) expendituresfor property, plant and equipment that are financed to the extent of such financing,provided that all cash payments made during such period in respect of such financing andallocable to the principal component thereof shall be treated as a Capital Expenditure forsuch period. (c) Cause. The term “Cause” means (i) if the applicable Participant is party to aneffective employment agreement with the Company or any of its Subsidiaries, “Cause” shall havethe same meaning as such term is defined therein; (ii) if the
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  applicable Participant is not a party to an effective employment agreement but is a partyto an effective equity award agreement pursuant to any stock incentive plan of the Company,“Cause” shall have the same meaning as such term is defined therein; and (iii) if theapplicable Participant (A) commits an intentional act of fraud, embezzlement or theft inconnection with his duties or in the course of his employment, (B) commits intentional,wrongful damage to property of the Company or its affiliates, (C) fails to perform thematerial duties of his position after receipt of a written warning from the Company, (D) isconvicted of a felony, (E) violates Company policy, or (F) intentionally and wrongfullydiscloses confidential information of the Company or its affiliates that has been harmfulto or has adversely affected the Company or its affiliates. For purposes of this letter,no act on the Participant’s part shall be considered “intentional” if it was due primarilyto an error in judgment or negligence, but shall be considered intentional only if done bythe Participant not in good faith and without reasonable belief that such action oromission was in the best interests of the Company; provided, however, thatif the Participant’s employment is subject to an employment agreement that contains adefinition of “Cause” or “Termination for Cause,” then, notwithstanding the foregoingprovisions of this definition or the provisions of this Agreement, the definition of“Cause” or “Termination for Cause” in such employment agreement, rather than the foregoingdefinition in this Agreement, shall apply to the Participant. (d) Change in Control. “Change in Control” has the meaning ascribed to such term in thePlan. (e) Consolidated EBITDA. The term “Consolidated EBITDA” means, for any period, the sum(without duplication) of: (i) Consolidated Net Income, and  (ii) to the extent Consolidated Net Income has been reduced thereby (A) all incometaxes of the Company paid or accrued in accordance with GAAP for such period (otherthan income taxes attributable to extraordinary, unusual or nonrecurring gains orlosses or taxes attributable to sales or dispositions of assets outside the ordinarycourse of business), (B) consolidated interest expense, and (C) consolidated non-cashcharges less any non-cash items increasing Consolidated Net Income for such period,  all as determined on a consolidated basis for the Company in accordance with GAAP. Inaddition to and without limitation of the foregoing, for purposes of this definition,“Consolidated EBITDA” shall be calculated after giving effect on a pro forma basis for theapplicable period of such calculation to any asset sales, acquisitions or otherdispositions occurring during such applicable period as if such asset sale, acquisition ordisposition occurred on the first day of such applicable period, and including any proforma expense and cost reductions calculated on a basis consistent with Regulation S-Xunder the Securities Exchange Act of 1934, as amended.
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(f) Consolidated Interest Expense. “Consolidated Interest Expense” means, for anyperiod, the aggregate of interest expense of the Company for such period on a consolidatedbasis as determined in accordance with GAAP, excluding amortization or write-off of deferredfinancing costs and debt issuance costs during such period and any premium or penalty paid inconnection with redeeming or retiring indebtedness of the Company and its Subsidiaries priorto the stated maturity thereof pursuant to the agreements governing such indebtedness andincluding, without duplication, (a) all amortization of original issue discount; (b) theinterest component of capitalized lease obligations paid, accrued and/or scheduled to be paidor accrued during such period; (c) net cash costs under all interest rate swaps, caps, floors,collars or similar obligations or agreements (including amortization of fees); (d) allcapitalized interest; and (e) the interest portion of any deferred payment obligations forsuch period. (g) Consolidated Net Income. “Consolidated Net Income” means, for any period, theaggregate net income (or loss) of the Company for such period on a consolidated basis,determined in accordance with GAAP; provided that there shall be excluded therefrom (A)after-tax gains and losses from asset sales or abandonments or reserves relating thereto, (B)after-tax items classified as extraordinary or nonrecurring gains, (C) the net income (but notloss) of any Subsidiary of the Company to the extent that the declaration of dividends orsimilar distributions by that Subsidiary of that income is restricted by a contract, operationof law or otherwise, (D) any restoration to income of any material contingency reserve, exceptto the extent that provision for such reserve was made out of Consolidated Net Income accrued,(E) income or loss attributable to discontinued operations (including, without limitation,operations disposed of during such period whether or not such operations were classified asdiscontinued), (F) all gains and losses realized on or because of the purchase or otheracquisition by the Company of any securities of the Company, (G) amortization chargesresulting from purchase accounting adjustments, (H) in the case of a successor to the Companyby consolidation or merger or as a transferee of the Company’s assets, any earnings of thesuccessor corporation prior to such consolidation, merger or transfer of assets, (I) writedowns resulting from the impairment of intangible assets, (J) the amount of amortization orwrite-off of deferred financing costs and debt issuance costs of Company during such periodand any premium or penalty paid in connection with redeeming or retiring indebtedness of theCompany prior to the stated maturity thereof pursuant to the agreements governing suchindebtedness, (K) costs paid to unwind interest rate swaps, caps, floors, collars or similarobligations agreements, and (L) non-cash charges related to employee compensation. (h) Date of Termination. The term “Date of Termination” means the first day occurring onor after the Grant Date on which the Participant is not employed by the Company or anySubsidiary, regardless of the reason for the termination of employment; provided thata termination of employment shall not be deemed to occur by reason of a transfer of theParticipant between the Company and a
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  Subsidiary or between two Subsidiaries; and further provided that the Participant’semployment shall not be considered terminated while the Participant is on a leave ofabsence from the Company or a Subsidiary approved by the Participant’s employer. If theParticipant is employed by a Subsidiary and if, as a result of a sale or other transaction,the Participant’s employer ceases to be a Subsidiary (and the Participant’s employer is orbecomes an entity that is separate from the Company), and the Participant is not, at theend of the 30-day period following the transaction, employed by the Company or an entitythat is then a Subsidiary, then the occurrence of such transaction shall be treated as theParticipant’s Date of Termination caused by the Participant being discharged by theemployer. (i) DCF. The term “DCF” means Consolidated EBITDA of the Company for the consecutivetwelve month period ending March 31, 2009 minus (i) the sum, without duplication, of: (A) Consolidated Interest Expense,  (B) Capital Expenditures,  (C) cash tax payments in respect of federal and state income taxes,  (D) net changes in Working Capital and  (E) extraordinary cash charges,   plus  (ii) the sum of: (A) cash tax refunds in respect of federal and state income taxes and  (B) extraordinary cash gains,   in each case of the Company on a consolidated basis for or in such period.(j) Disability. The Participant shall be considered to have a “Disability” during theperiod in which the Participant is unable, by reason of a medically determinable physical ormental impairment, to engage in any substantial gainful activity, which condition, in theopinion of a physician selected by the Committee, is expected to have a duration of not lessthan 120 days; provided, however, that if the Participant’s employment issubject to an employment agreement that contains a definition of “Disability” or “Disabled,”then, notwithstanding the foregoing provisions of this definition or the provisions of thisAgreement, the definition of “Disability” or “Disabled” in such employment agreement, ratherthan the foregoing definition in this Agreement, shall apply to the Participant.
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(k) GAAP. The term “GAAP” means generally accepted accounting principles in the UnitedStates of America. (l) IRS. The term “IRS” means the Internal Revenue Service. (m) Plan Definitions. Except where the context clearly implies or indicates thecontrary, a word, term, or phrase used in the Plan is similarly used in this Agreement. (n) Section 83(b) Election. The term “Section 83(b) Election” means an election made withthe IRS under Section 83(b) of the Code and the regulations promulgated thereunder. (o) Working Capital. The term “Working Capital” means, at any date of determination, theconsolidated assets of the Company that are classified as current assets in accordance withGAAP, less the consolidated liabilities of the Company which are classified as currentliabilities in accordance with GAAP.     IN WITNESS WHEREOF, the Participant has executed this Agreement, and the Company has causedthese presents to be executed in its name and on its behalf, all as of the Grant Date.       Participant         /s/ Ramon Norniella              COINMACH SERVICE CORP.         /s/ Stephen R. Kerrigan         By: Stephen R. Kerrigan    Its: President and Chief Executive Officer  
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