Exhibit 10.6COINMACH 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 James N. Chapman. (b) The “Grant Date” is November 3, 2006. (c) “Time Vesting Shares” are shares of Class A Stock granted under this Agreement and subject tothe terms of this Agreement and the Plan. The number of “Time Vesting Shares” awarded underthis Agreement is 25,000 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 Time Vesting Shares setforth in paragraph 1.     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 Time Vesting Shares is to be effective. If the Participantfiles an effective 83(b) Election, the excess of the fair market value of the Time Vesting Shares(which the IRS may assert is different from the Fair Market Value determined by the parties)covered by such election shall be treated as ordinary income received by the Participant, and theCompany or one of its Subsidiaries shall withhold from Participant’s compensation all amountsrequired to be withheld under applicable law. If the Participant does not file an 83(b) Election,future appreciation on the Time Vesting Shares will generally be taxable as ordinary income whensuch Time Vesting Shares vest pursuant to this Agreement. (See Exhibit A for additionalinformation about the tax consequences.) The foregoing discussion as well as the discussion inExhibit A is
 

 
based on Federal tax laws and regulations presently in effect, which are subject to change,and the discussion does not purport to be a complete description of the Federal income tax aspectsof the program or grants under it. The Participant may also be subject to state and local taxes inconnection with the grant of Time Vesting Shares under the program. The Company suggests that theParticipant consult with his individual tax advisor to determine the applicability of the tax rulesto the awards granted to him in 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. No dividends shall be paid to theParticipant with respect to any Time Vesting Shares that are forfeited by the Participant. TheParticipant shall be entitled to vote the Time Vested Shares during the Restricted Period to thesame extent as would have been applicable to the Participant if the Participant was then vested inthe shares; provided, however, that the Participant shall not be entitled to votethe shares with respect to record dates for such voting rights arising prior to the Grant Date, orwith respect to record dates occurring on or after the date, if any, on which the Participant hasforfeited those Time Vested Shares.     5. Deposit of Time Vested Shares. Each certificate issued in respect of the TimeVested Shares granted under this Agreement shall be registered in the name of the Participant andshall be deposited in a bank designated by the Committee. During the Restricted Period, allcertificates evidencing the Restricted Stock will be imprinted with the following legend: “Thesecurities evidenced by this certificate are subject to the transfer restrictions, forfeiturerestrictions and other provisions of the Restricted Stock Agreement dated November 3, 2006, betweenCoinmach Service Corp. and James N. Chapman.” Notwithstanding the foregoing, the Committee may, inits sole discretion, cause the Time Vested Shares to be held in book-entry form on behalf of theParticipant 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):
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         VESTINGDATE    APPLICABLETOINSTALLMENT INSTALLMENT 8,333  One-Year Anniversary of Grant Date 8,333  Two-Year Anniversary of Grant Date 8,334  Three-Year Anniversary of Grant Date(b) Notwithstanding the foregoing provisions of this paragraph 6, the following provisions shallapply to the Time Vesting 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 Time VestingShares 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, allTime Vesting Shares that have not previously vested shall vest and the Participant (orhis estate) shall become the owner of such shares free of all restrictions otherwiseimposed by this Agreement.  (iii) Other Termination. If the Participant’s Date of Termination occursfor any reason other than the Participant’s death or Disability, the Participantshall, as of a Date of Termination, forfeit the Time Vesting Shares that have notbecome vested as of that date.(c) Transfer of Shares. Time Vesting Shares may not be sold, assigned, transferred,pledged or otherwise encumbered until the expiration of the Performance Period or, if earlier,until the Participant is vested in the shares.     7. Withholding. The grant and vesting of the Time Vesting Shares under this Agreementare subject to withholding of all applicable taxes. At the election of the Participant, andsubject to such rules and limitations as may be established by the Committee from time to time andsubject to any applicable loan commitments of the Company or its affiliates, such withholdingobligations may be satisfied through the surrender of shares of Class A common stock (i) which theParticipant already owns, or (ii) to which the Participant is otherwise entitled under the Plan;provided, however, that shares described in this clause (ii) may be used to satisfynot more than the Company’s minimum statutory withholding obligation (based on minimum statutorywithholding rates for Federal and state tax purposes, including payroll taxes, that are applicableto such supplemental taxable income).     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
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of the Company’s assets and business. If any rights of the Participant or benefitsdistributable to the Participant under this Agreement have not been exercised or distributed,respectively, at the time of the Participant’s death, such rights shall be exercisable by theDesignated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, inaccordance with the provisions of this Agreement and the Plan. The “Designated Beneficiary” shallbe the beneficiary or beneficiaries designated by the Participant in a writing filed with theCommittee in such form and at such time as the Committee shall require. If a Participant fails todesignate a beneficiary, or if the Designated Beneficiary does not survive the Participant, anyrights that would have been exercisable by the Participant and any benefits distributable to theParticipant shall be exercised by or distributed to the legal representative of the estate of theParticipant. If a Participant designates a beneficiary and the Designated Beneficiary survives theParticipant but dies before the Designated Beneficiary’s exercise of all rights under thisAgreement or before the complete distribution of benefits to the Designated Beneficiary under thisAgreement, then any rights that would have been exercisable by the Designated Beneficiary shall beexercised by the legal representative of the estate of the Designated Beneficiary, and any benefitsdistributable to the Designated Beneficiary shall be distributed to the legal representative of theestate of the Designated 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.     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:
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(a) Board of Directors. “Board of Directors” means the Board of Directors of theCompany. (b) Cause. The term “Cause” means: (i) if the applicable Participant is party to aneffective consulting or similar agreement with the Company or any of its Subsidiaries (a“Participant Agreement”) pursuant to which the term “Cause” or a similar term is definedtherein, then “Cause” shall have the same meaning ascribed to such term as defined therein; or(ii) if the applicable Participant is party to a Participant Agreement pursuant to which theterm “Cause” or a similar term is not defined therein, then “Cause” shall mean (A) thetermination, if applicable, of such Participant Agreement arising out of a material breach byParticipant thereof, (B) the commission by Participant of a felony or an intentional act offraud, embezzlement or theft or a crime involving moral turpitude, or (C) the intentional andwrongful disclosure by Participant of confidential information of the Company that has beenharmful to or has adversely affected the Company. (c) Change in Control. “Change in Control” has the meaning ascribed to such term in thePlan. (d) Date of Termination. The term “Date of Termination” means the first day occurring onor after the Grant Date on which the Participant is not engaged as a consultant or financialadvisor by the Company or any Subsidiary, regardless of the reason for the termination of suchengagement. If the Participant is engaged by a Subsidiary and if, as a result of a sale orother transaction, the party who engaged the Participant (the “Engagement Party”) ceases to bea Subsidiary (and is or becomes an entity that is separate from the Company), and theParticipant is not, at the end of the 30-day period following the transaction, employed by theCompany or an entity that is then a Subsidiary, then the occurrence of such transaction shallbe treated as the Participant’s Date of Termination caused by the Participant being dischargedby the Engagement Party. (e) 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 engagement issubject to an 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 agreement, rather than theforegoing definition in this Agreement, shall apply to the Participant. (f) IRS. The term “IRS” means the Internal Revenue Service.
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(g) 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. (h) 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.     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/ James N. Chapman           COINMACH SERVICE CORP.         /s/ Stephen R. Kerrigan         By: Stephen R. Kerrigan    Its: President and Chief Executive Officer  
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