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Exhibit 10.8
FORM OF RESTRICTED STOCK UNIT
AGREEMENT
UNDER THE MAC-GRAY CORPORATION
2009 STOCK OPTION AND INCENTIVE PLAN
Name of Grantee:
No. of Restricted Stock Units
Granted:
Grant Date:
Final Acceptance Date:
Pursuant to the Mac-Gray Corporation
2009 Stock Option and Incentive Plan as amended through the date
hereof (the “Plan”), Mac-Gray Corporation (the
“Company”) hereby grants a deferred stock award
consisting of the number of Restricted Stock Units listed above (an
“Award”) to the Grantee named above. Each
Restricted Stock Unit shall relate to one share of Common Stock,
par value $0.01 per share (the “Stock”) of the Company
specified above, subject to the restrictions and conditions set
forth herein and in the Plan.
1.
Acceptance of
Award . The Grantee shall
have no rights with respect to this Award unless he or she shall
have accepted this Award prior to the close of business on the
Final Acceptance Date specified above by signing and delivering to
the Company a copy of this Award Agreement. Any consideration
due to the Company on the issuance of the Award has been deemed to
be satisfied by past services rendered by the Grantee to the
Company.
2.
Restrictions
on Transfer of Award .
(a)
The Award may not
be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of by the Grantee until (i) the Restricted Stock
Units have vested as provided in Section 3 of this Agreement
and (ii) shares of Stock have been issued to the
Grantee.
(b)
If the
Grantee’s employment with the Company and its Subsidiaries is
voluntarily or involuntarily terminated for any reason prior to the
satisfaction of the vesting conditions set forth in Section 3
below, any Restricted Stock Units that have not vested as of such
date shall automatically and without notice terminate, be forfeited
and be and become null and void, and neither the Grantee nor any of
his or her successors, heirs, assigns, or personal representatives
will thereafter have any further rights or interests in such
unvested Restricted Stock Units.
3.
Vesting of
Restricted Stock Units . The restrictions and
conditions in Section 2 of this Agreement shall lapse on up to
of the Restricted Stock Units following each of the Company’s
succeeding fiscal years commencing with the fiscal year in which
this Award was granted (each, a “Fiscal Year”) on the
date (the “Vesting Date”) on which the Administrator
makes a determination that the Company has achieved the Performance
Measure (as defined below) target amount established by the
Administrator for such Fiscal Year, provided that the Grantee is an
employee of the Company or a Subsidiary on such Vesting Date.
The
actual number of Restricted
Stock Units that will vest on a particular Vesting Date will depend
on the percentage of the Performance Measure target amount the
Company achieved for the previous Fiscal Year based on the
following percentage thresholds:
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If this % of the Performance Measure is
achieved
(without rounding):
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This % of
of the restricted stock units
will become vested on the Vesting Date:
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For purposes of this Section 3,
the “Performance Measure” shall mean,
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If on any Vestin
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