Exhibit 10.61


 


FORM OF FIRST AMENDMENT

TO

EXECUTIVE SEVERANCE AGREEMENT


 


First Amendment (“Amendment”) made as of                           
day of December, 2008 to the Executive Severance Agreement (“Agreement”)
dated as of March 3, 2008, by and between Mac-Gray Corporation, a Delaware
corporation with its principal place of business in Waltham, Massachusetts (the
“Company”), and                    (the “Executive”).


 


WHEREAS, the parties hereto desire to amend the Agreement to comply
with the requirement of Section 409A of the Internal Revenue Code of 1986,
as amended; and


 


WHEREAS, the parties hereto desire that this Amendment be deemed a
modification and an amendment to the Agreement.


 


NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Company and the Executive agree as follows:


 


1.             Section 5(a) of the
Agreement is hereby amended by deleting the final sentence of the first
paragraph of said Section in its entirety and by substituting therefor the
following:


 


“To the extent that there
is more than one method of reducing the payments to bring them within the
Threshold Amount, the payments and benefits shall be reduced in the following
order:  (1) cash payments not
subject to Section 409A of the Code; (2) cash payments subject to Section 409A
of the Code; (3) equity-based payments and acceleration; and (4) non-cash
forms of benefits.  To the extent any
payment is to be made over time (e.g., in installments, etc.), then the
payments shall be reduced in reverse chronological order.”


 


2.             Section 5 of the Agreement is
hereby amended by adding the following subsection (d) at the end thereof:


 


“(d)         All in-kind benefits provided and
expenses eligible for reimbursement under this Agreement shall be provided by
the Company or incurred by the Executive during the time periods set forth in
this Agreement.  All reimbursements shall
be paid as soon as administratively practicable, but in no event shall any
reimbursement be paid after the last day of the taxable year following the
taxable year in which the expense was incurred. 
The amount of in-kind benefits provided or reimbursable expenses
incurred in one taxable year shall not affect the in-kind benefits to 


 

















 


be provided or the
expenses eligible for reimbursement in any other taxable year.  Such right to reimbursement or in-kind
benefits is not subject to liquidation or exchange for another benefit.”


 


3.             All other provisions of the
Agreement shall remain in full force and effect according to their respective
terms, and nothing contained herein shall be deemed a waiver of any right or
abrogation of any obligation otherwise existing under the Agreement except to
the extent specifically provided for herein.


 


4.             This is a Massachusetts contract
and shall be construed under and be governed in all respects by the laws of the
Commonwealth of Massachusetts.


 


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IN WITNESS WHEREOF, this Amendment has been executed as a sealed
instrument by the Company and by the Executive as of the date first above
written.


 


	
   

  	
  Mac-Gray Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Executive

  
	
   

  	
   

  
	
   

  	
   

  



 


[Signature Page to First Amendment to Executive Severance Agreement]