MAC-GRAY CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Exhibit 10.10

MAC-GRAY CORPORATION

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The following summarizes the compensation arrangements established between Mac-Gray Corporation (the “Company”) and its directors to be effective as of July 1, 2009:

Directors who are also employees of the Company do not receive compensation for their services on the Board or any committee thereof.  Each director who is not an employee of the Company receives:

·                   An annual fee of $30,000, paid in quarterly installments, 50% of which is paid in shares of common stock and the balance of which, at the discretion of the director, is paid in cash, shares of common stock or any combination thereof; and

·                   An additional fee of $1,600 for each Board meeting attended in person and $500 per meeting attended by teleconference.

Committee members receive $1,600 per meeting of the Compensation Committee, the Audit Committee and the Governance and Nominating Committee.  Committee members receive $300 per meeting attended by teleconf