Exhibit 10.5
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR COMPANY EMPLOYEES
UNDER THE MAC-GRAY CORPORATION
2009 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
2009 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 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:
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Exercisability Date
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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 period 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; (iv) by a “net
exercise” arrangement pursuant to which the Company will
reduce the number of shares of Stock issuable upon exercise by the
largest whole number of shares with a Fair Market Value that does
not exceed the aggregate exercise price; or (v) a combination
of (i), (ii), (iii) and (iv) 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
requirement contained herein, in the Plan or in any other agreement
or provision of law; 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 p
