Exhibit 10.5


 


NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES


 


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 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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  )%

  	
   

  
	
   

  	
   

  	
   

  
	
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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 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.


 


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(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 of Employment. 
If the Optionee’s employment by the Company or a Subsidiary (as defined
in the Plan) is terminated, the period within which to exercise the Stock
Option may be subject to earlier termination as set forth below.


 


(a)           Termination Due
to Death.  If the Optionee’s
employment terminates by reason of death, any portion of this Stock Option
outstanding on such date shall become fully exercisable and may thereafter be
exercised by the Optionee’s legal representative or legatee for a period of 12
months from the date of death or until the Expiration Date, if earlier.


 


(b)           Termination Due
to Disability.  If the Optionee’s
employment terminates by reason of 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 for a
period of 12 months from the date of termination or until the Expiration Date,
if earlier.  The death of the Optionee
during the 12-month period provided in this Section 3(b) shall extend
such period for another 12 months from the date of death or until the
Expiration Date, if earlier.


 


(c)           Termination for
Cause.  If the Optionee’s employment
terminates for Cause, any portion of this Stock Option outstanding on such date
shall terminate immediately 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.


 


(d)           Other Termination.  If the Optionee’s employment terminates for
any reason other than death, disability (as defined in Section 422(c) of
the Code) or Cause, and unless otherwise determined by the Administrator, any
portion of this Stock Option outstanding on such date, may be exercised, to the
extent exercisable on the date of termination, for a period of three months
from the date of termination or until the Expiration Date, if earlier.  Any Stock Option that is not exercisable at
such time shall terminate immediately and be of no further force or effect.


 


The Administrator’s determination of the reason for termination of the
Optionee’s employment shall be conclusive and binding on the Optionee and his
or her representatives or legatees.


 


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 


 


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


 


6.             Tax Withholding. 
The Optionee shall, not later than the date as of which the exercise of
this Stock Option 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.  The
Optionee may elect to have the minimum required tax withholding obligation
satisfied, in whole or in part, by authorizing the Company to withhold from
shares of Stock to be issued a number of shares of Stock with an aggregate Fair
Market Value that would satisfy the withholding amount due.


 


7.             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 of employment by the Company or any Subsidiary.


 


(c)           Pursuant to Section 16
of 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.


 


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  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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