Exhibit 10.59


 


FORM OF SECOND AMENDMENT

TO

EXECUTIVE SEVERANCE AGREEMENT


 


Second Amendment (“Amendment”) made as of                           
day of                           ,
2008 to the Executive Severance Agreement (“Agreement”) dated as of                               ,
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 4
of the Agreement is hereby amended by adding the following at the end thereof:


 


“Notwithstanding the
foregoing, if the Change in Control does not constitute a change in the
ownership or effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company, within the meaning of Section 409A
of the Code, the severance amount under subsection (i) shall be paid in
salary continuation in accordance with the Company’s regular payroll practices
over 18 months, commencing on the first payroll date which is on or immediately
after the 30th day after the Executive’s Date of Termination
and the severance amount under subsection (ii) shall be paid in a lump sum
within the first 75 days of the year following the year of termination.”


 


2.                                       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.”


 


3.                                       Section 20
of the Agreement is hereby amended by adding the following at the end thereof:


 


“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.”


 


4.                                       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.


 


5.                                       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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  



 


[Signature Page to Second Amendment to Executive Severance Agreement]