Exhibit 10.61
FORM OF FIRST AMENDMENT
TO
EXECUTIVE SEVERANCE AGREEMENT
First Amendment (“
Amendment ”) made as of
day of December, 2008 to the Executive Severance Agreement (“
Agreement ”) dated as of March 3, 2008, by and
between Mac-Gray Corporation, a Delaware corporation with its
principal place of business in Waltham, Massachusetts (the “
Company ”), and
(the
“ Executive ”).
WHEREAS, the parties hereto desire
to amend the Agreement to comply with the requirement of
Section 409A of the Internal Revenue Code of 1986, as amended;
and
WHEREAS, the parties hereto desire
that this Amendment be deemed a modification and an amendment to
the Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the Company and the
Executive agree as follows:
1.
Section 5(a) of the Agreement is hereby amended by
deleting the final sentence of the first paragraph of said
Section in its entirety and by substituting therefor the
following:
“To the extent that there is
more than one method of reducing the payments to bring them within
the Threshold Amount, the payments and benefits shall be reduced in
the following order: (1) cash payments not subject to
Section 409A of the Code; (2) cash payments subject to
Section 409A of the Code; (3) equity-
