SUCH VESTING AND RESTRICTIONS, AND SHALL BE PROMPTLY FORFEITED
TO THE COMPANY IF AND WHEN SUCH RESTRICTED STOCK UNITS ARE SO FORFEITED.
5.
SETTLEMENT OF RESTRICTED STOCK UNITS.
(A)
AS SOON AS PRACTICABLE FOLLOWING EACH VESTING DATE, THE COMPANY
SHALL MAKE A CASH PAYMENT TO THE GRANTEE IN AN AMOUNT EQUAL TO THE VALUE OF
THE
AGGREGATE NUMBER OF RESTRICTED STOCK UNITS
CREDITED TO THE GRANTEE THAT HAVE
VESTED PURSUANT TO SECTION 3 OF THIS AGREEMENT ON SUCH DATE, BASED ON THE
CLOSING PRICE OF A SHARE OF STOCK ON SUCH DATE.
(B)
UPON A SALE EVENT, THE COMPANY SHALL MAKE A CASH PAYMENT
TO THE
GRANTEE IN AN AMOUNT EQUAL IN VALUE TO
THE AGGREGATE NUMBER OF RESTRICTED STOCK
UNITS CREDITED TO THE GRANTEE ON THE DATE OF THE SALE EVENT
BASED ON THE AMOUNT
PAYABLE TO THE SHAREHOLDERS FOR A SHARE OF STOCK UPON THE SALE EVENT.
6.
INCORPORATION OF PLAN.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY ALL THE TERMS AND
CONDITIONS OF THE PLAN, INCLUDING THE POWERS OF THE ADMINISTRATOR SET FORTH IN
SECTION 2(B) OF THE PLAN.
CAPITALIZED TERMS IN THIS AGREEMENT SHALL HAVE THE
MEANING SPECIFIED IN THE PLAN, UNLESS A DIFFERENT MEANING IS SPECIFIED HEREIN.
7.
TAX WITHHOLDING.
THE GRANTEE SHALL, NOT LATER THAN THE DATE AS
OF WHICH THE RECEIPT OF THIS AWARD 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.
8.
NO OBLIGATION TO CONTINUE EMPLOYMENT.
NEITHER THE COMPANY NOR
ANY SUBSIDIARY IS OBLIGATED BY OR AS A RESULT OF THE PLAN OR THIS AGREEMENT TO
CONTINUE THE GRANTEE IN EMPLOYMENT AND NEITHER THE PLAN NOR THIS AGREEMENT SHALL
INTERFERE IN ANY WAY WITH THE RIGHT OF THE COMPANY OR ANY SUBSIDIARY TO
TERMINATE THE EMPLOYMENT OF THE GRANTEE AT ANY TIME.
9.
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 GRANTEE AT THE ADDRESS ON FILE
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WITH THE COMPANY OR, IN EITHER CASE, AT SUCH OTHER ADDRESS AS ONE PARTY MAY
SUBSEQUENTLY FURNISH TO THE OTHER PARTY IN WRITING.
MAC-GRAY CORPORATION
By:
Name:
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:
Grantee's Signature
Grantee's name and address:
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