Exhibit 10.6


 


NON-QUALIFIED
STOCK OPTION AGREEMENT


FOR
NON-EMPLOYEE DIRECTORS


 


UNDER THE
MAC-GRAY CORPORATION


2009
STOCK OPTION AND INCENTIVE PLAN


 


Name
of Optionee:


No. of
Option Shares:


Option
Exercise Price per Share:


Grant
Date:


Expiration
Date:


 


Pursuant to the Mac-Gray Corporation 2009 Stock Option and Incentive
Plan as amended through the date hereof (the “Plan”), Mac-Gray Corporation (the
“Company”) hereby grants to the Optionee named above, who is a Director of the
Company but is not an employee of the Company, an option (the “Stock Option”)
to purchase on or prior to the Expiration Date specified above all or part of
the number of shares of Common Stock, par value $0.01 per share (the “Stock”)
of the Company specified above at the Option Exercise Price per Share specified
above subject to the terms and conditions set forth herein and in the
Plan.  This Stock Option is not intended
to be an “incentive stock option” under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).


 


1.                                       Exercisability Schedule. 
No portion of this Stock Option may be exercised until such portion
shall have become exercisable.  Except as
set forth below, and subject to the discretion of the Administrator (as defined
in the Plan) to accelerate the exercisability schedule hereunder, this Stock
Option shall be exercisable with respect to the following number of Option
Shares on the dates indicated:


 


	
  Number of

  Option Shares Exercisable

  	
   

  	
  Exercisability Date

  
	
   

  	
   

  	
   

  
	
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  )%

  	
   

  
	
   

  	
   

  	
   

  
	
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  )%

  	
   

  
	
   

  	
   

  	
   

  
	
  (      

  	
  )%

  	
   

  
	
   

  	
   

  	
   

  
	
  (      

  	
  )%

  	
   

  
	
   

  	
   

  	
   

  
	
  (      

  	
  )%

  	
   

  



 

















 


Once exercisable, this Stock Option shall continue to be exercisable at
any time or times prior to the close of business on the Expiration Date,
subject to the provisions hereof and of the Plan.


 


2.                                       Manner of Exercise.


 


(a)           The Optionee may
exercise this Stock Option only in the following manner: from time to time on
or prior to the Expiration Date of this Stock Option, the Optionee may give
written notice to the Administrator of his or her election to purchase some or
all of the Option Shares purchasable at the time of such notice.  This notice shall specify the number of
Option Shares to be purchased.


 


Payment of the purchase price for the Option Shares may be made by one
or more of the following methods: (i) in cash, by certified or bank check
or other instrument acceptable to the Administrator; (ii) through the
delivery (or attestation to the ownership) of shares of Stock that have been
purchased by the Optionee on the open market or that are beneficially owned by
the Optionee and are not then subject to any restrictions under any Company
plan and that otherwise satisfy any holding period as may be required by the
Administrator; (iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the
Company to pay the option purchase price, provided that in the event the
Optionee chooses to pay the option purchase price as so provided, the Optionee
and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Administrator shall prescribe as a
condition of such payment procedure; (iv) by a “net exercise” arrangement
pursuant to which the Company will reduce the number of shares of Stock
issuable upon exercise by the largest whole number of shares with a Fair Market
Value that does not exceed the aggregate exercise price; or (v) a
combination of (i), (ii), (iii) and (iv) above.  Payment instruments will be received subject
to collection.


 


The transfer to the Optionee on the records of the Company or of the
transfer agent of the Option Shares will be contingent upon (i) the
Company’s receipt from the Optionee of the full purchase price for the Option
Shares, as set forth above, (ii) the fulfillment of any other requirement
contained herein, in the Plan or in any other agreement or provision of law;
and (iii) the receipt by the Company of any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of
Stock to be purchased pursuant to the exercise of Stock Options under the Plan
and any subsequent resale of the shares of Stock will be in compliance with
applicable laws and regulations.  In the
event the Optionee chooses to pay the purchase price by previously-owned shares
of Stock through the attestation method, the number of shares of Stock
transferred to the Optionee upon the exercise of the Stock Option shall be net
of the Shares attested to.


 


(b)           The shares of Stock
purchased upon exercise of this Stock Option shall be transferred to the
Optionee on the records of the Company or of the transfer agent upon compliance
to the satisfaction of the Administrator with all requirements under applicable
laws and regulations in connection with such transfer and with the requirements
hereof and of the Plan.  The
determination of the Administrator as to such compliance shall be final and
binding on the Optionee.  The Optionee
shall not be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares of Stock subject to this Stock Option unless
and until this Stock Option shall have been exercised pursuant to the terms
hereof, the Company, or 


 


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the transfer agent
shall have transferred the shares to the Optionee, and the Optionee’s name
shall have been entered as the stockholder of record on the books of the
Company.  Thereupon, the Optionee shall
have full voting, dividend and other ownership rights with respect to such
shares of Stock.


 


(c)           The minimum number
of shares with respect to which this Stock Option may be exercised at any one
time shall be 100 shares, unless the number of shares with respect to which this
Stock Option is being exercised is the total number of shares subject to
exercise under this Stock Option at the time.


 


(d)           Notwithstanding any
other provision hereof or of the Plan, no portion of this Stock Option shall be
exercisable after the Expiration Date hereof.


 


3.                                       Termination as Director. If the Optionee ceases to be a Director
of the Company, the period within which to exercise the Stock Option may be
subject to earlier termination as set forth below.


 


(a)           Termination
For Cause. If the Optionee ceases to be a Director for Cause, any portion
of this Stock Option outstanding on such date shall immediately terminate and
be of no further force and effect.  For
purposes hereof, “Cause” shall mean a vote by the Board resolving that the
Optionee shall be dismissed as a result of (i) any material breach by the
Optionee of any agreement between the Optionee and the Company; (ii) the
conviction of or plea of nolo contendere by the Optionee to a felony or a crime
involving moral turpitude; or (iii) any material misconduct or willful and
deliberate non-performance (other than by reason of disability) by the Optionee
of the Optionee’s duties to the Company.


 


(b)           Termination
by Reason of Death or Disability.  If
the Optionee ceases to be a Director by reason of the Optionee’s death or
disability (as defined in Section 422(c) of the Code), any portion of
this Stock Option outstanding on such date shall become fully exercisable and
may thereafter be exercised by the Optionee, his or her legal representative or
legatee for a period of twelve months from the date of death or disability or
until the Expiration Date, if earlier.


 


(c)           Other
Termination.  If the Optionee ceases
to be a Director for any reason other than Cause or the Optionee’s death or
disability (as defined in Section 422(c) of the Code), any portion of
this Stock Option outstanding on such date, to the extent exercisable, may be
exercised for a period of twelve months from the date of termination or until
the Expiration Date, if earlier.


 


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


 


5.                                       Transferability. 
This Agreement is personal to the Optionee, is non-assignable and is not
transferable in any manner, by operation of law or otherwise, other than by
will or the laws of descent and distribution. 
This Stock Option is exercisable, during the Optionee’s 


 


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lifetime, only by
the Optionee, and thereafter, only by the Optionee’s legal representative or
legatee.


 


6.                                       Miscellaneous.


 


(a)           Notice hereunder
shall be mailed or delivered Company at its principal place of business, and
shall be mailed or delivered to the Optionee 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.


 


(b)           Neither the Plan nor
this Stock Option confers upon the Optionee any rights with respect to
continuance as a Director.


 


(c)           Pursuant to the
Plan, the Administrator may at any time amend or cancel any outstanding portion
of this Stock Option, but no such action may be taken that adversely affects
the Optionee’s rights under this Agreement without the Optionee’s consent.


 


	
   

  	
  MAC-GRAY
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


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


 


 


	
   

  	
   

  
	
   

  	
  Optionee’s
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Optionee’s name:

  
	
   

  	
   

  
	
   

  	
   

  



 


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