Exhibit 10.63


 


NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS


 


UNDER THE
MAC-GRAY CORPORATION

[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 [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

  	
   

  
	
  (100

  	
  )%

  	
  May 1,
  [      ]

  	
   

  






 


In the event of the termination of the Optionee’s service as a Director
of the Company because of death or disability (as defined in Section 422(c) of
the Code), this Stock Option shall become immediately exercisable in full,
whether or not exercisable at such time. 
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
periods 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; or (iv) a
combination of (i), (ii) and (iii) 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 requirements
contained herein or in the Plan or in any other agreement or provision of laws,
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 or 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
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  may be
exercised by the Optionee, his or her legal representative or legatee for a
period of 12 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 12 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 lifetime, only by the Optionee, and thereafter, only by the Optionee’s
legal representative or legatee.


 


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6.                                       No
Obligation to Continue as a Director. 
Neither the Plan nor this Stock Option confers upon the Optionee any
rights with respect to continuance as a Director.


 


7.                                       Notices.  Notices hereunder shall be mailed or
delivered to the 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.


 


8.                                       Amendment.  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:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


 


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


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Optionee’s Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Optionee’s
  name and address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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