Exhibit 10.1
MAC-GRAY CORPORATION
LONG TERM INCENTIVE PLAN
(Amended and Restated as of January 17, 2008)
1.
PURPOSE.
THIS PLAN IS INTENDED TO CREATE INCENTIVES FOR CERTAIN
EXECUTIVE OFFICERS AND KEY EMPLOYEES OF THE COMPANY AND ANY SUBSIDIARY TO ALLOW
THE COMPANY TO ATTRACT AND RETAIN IN ITS EMPLOY PERSONS WHO WILL CONTRIBUTE TO
THE FUTURE SUCCESS OF THE COMPANY.
IT IS FURTHER THE INTENT OF THE COMPANY THAT
AWARDS MADE UNDER THIS PLAN BE USED TO ACHIEVE THE TWIN GOALS OF (I) ALIGNING
EXECUTIVE INCENTIVE COMPENSATION WITH INCREASES IN STOCKHOLDER VALUE OVER THE
LONG TERM, AND (II) USING EQUITY COMPENSATION AS A TOOL TO RETAIN EXECUTIVE
OFFICERS AND KEY EMPLOYEES.
IN FURTHERANCE OF THE GOALS, IT IS THE INTENTION OF
THE COMPANY THAT, EXCEPT IN LIMITED CIRCUMSTANCES, FIFTY PERCENT (50%) OF EACH
AWARD MADE UNDER THIS PLAN WILL BE MADE IN THE FORM OF RESTRICTED STOCK UNITS
AND THE REMAINING FIFTY PERCENT (50%) IN THE FORM OF STOCK OPTIONS.
2.
DEFINITIONS.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN
SHALL HAVE THE MEANINGS SET FORTH BELOW:
2.1
"ANNUAL TARGET AWARD" SHALL MEAN, FOR ANY PARTICIPANT, A
PERCENTAGE OF HIS OR HER BASE SALARY AT THE BEGINNING OF EACH FISCAL YEAR.
2.2
"COMMITTEE" SHALL MEAN THOSE MEMBERS OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF THE COMPANY WHO ARE "NON-EMPLOYEE DIRECTORS" AS
SUCH TERM IS DEFINED UNDER RULE 16B-3 PROMULGATED UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
2.3
"COMPANY" SHALL MEAN MAC-GRAY CORPORATION.
2.4
"EFFECTIVE DATE" SHALL MEAN FEBRUARY 27, 2006.
2.5
"FISCAL YEAR" SHALL MEAN THE FISCAL YEAR OF THE COMPANY, WHICH IS
THE 12-MONTH PERIOD ENDING DECEMBER 31 OF EACH YEAR.
2.6
"PARTICIPANT" SHALL MEAN ANY EXECUTIVE OFFICER OR KEY EMPLOYEE
RECOMMENDED BY THE CHIEF EXECUTIVE OFFICER AND APPROVED BY THE COMMITTEE
PURSUANT TO SECTION 4 TO PARTICIPATE HEREIN.
2.7
"PERFORMANCE MEASURE" SHALL MEAN, FOR ANY FISCAL YEAR, (A) THE
COMPANY'S EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
(EBITDA) FOR SUCH FISCAL YEAR, LESS (B) THE COMPANY'S INTEREST EXPENSE AND
CAPITAL EXPENDITURES FOR SUCH FISCAL YEAR, AS DETERMINED BY REFERENCE TO THE
COMPANY'S AUDITED FINANCIAL STATEMENTS FOR SUCH FISCAL YEAR.
2.8
"PLAN" SHALL MEAN THE MAC-GRAY CORPORATION LONG TERM INCENTIVE
PLAN, AS AMENDED FROM TIME TO TIME.
2.9
"STOCK" SHALL MEAN THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF
THE COMPANY.
2.10
"STOCK OPTION PLAN" SHALL MEAN THE MAC-GRAY CORPORATION 2005 STOCK
OPTION AND INCENTIVE PLAN, AS AMENDED OR AMENDED AND/OR RESTATED FROM TIME TO
TIME.
2.11
"SUBSIDIARY" SHALL MEAN ANY CORPORATION OR OTHER ENTITY IN WHICH
THE COMPANY HAS A CONTROLLING INTEREST, EITHER DIRECTORY OR INDIRECTLY.
3.
ADMINISTRATION.
THE COMMITTEE SHALL HAVE SOLE DISCRETIONARY
POWER TO DETERMINE THE TARGET AMOUNT FOR THE PERFORMANCE MEASURE EACH YEAR, TO
INTERPRET THE PROVISIONS OF THIS PLAN, TO ADMINISTER AND MAKE ALL DECISIONS AND
EXERCISE ALL RIGHTS OF THE COMPANY WITH RESPECT TO THIS PLAN.
THE COMMITTEE
SHALL HAVE FINAL AUTHORITY TO APPLY THE PROVISIONS OF THE PLAN AND DETERMINE, IN
ITS SOLE DISCRETION, THE AMOUNT OF