Mac-Gray Corporation 2008 Director Compensation Arrangements
Mac-Gray Corporation has set compensation terms for its non-employee directors effective July 1, 2008. Non-employee directors receive an annual fee of $30,000, paid partly in company stock and partly in cash or stock at their discretion, plus additional fees for attending board and committee meetings. Committee chairs receive extra annual payments. Non-employee directors are also granted stock options upon election and annually. All directors are reimbursed for significant travel expenses related to board duties. Directors who are also company employees do not receive these payments.
Exhibit 10.13
MAC-GRAY CORPORATION
2008 DIRECTOR COMPENSATION ARRANGEMENTS
The following summarizes the compensation arrangements established between Mac-Gray Corporation (the “Company”) and its directors to be effective as of July 1, 2008:
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 or the Audit Committee, and $1,300 per meeting of the Governance and Nominating Committee. Committee members receive $300 per meeting attended by teleconference. In addition, the Chairman of each of the Compensation Committee and the Audit Committee is paid $8,000 per year, and the Chairman of the Governance and Nominating Committee receives $5,500 per year.
Each newly elected non-employee director receives an option to purchase 5,000 shares of common stock on the fifth business day after his or her election to the Board, and each non-employee director who is serving as a director on the fifth business day after each annual meeting of stockholders automatically receives an option to purchase 7,500 shares of common stock valued at $60,000. All of such options granted to non-employee directors are fully exercisable upon grant at an exercise price equal to the fair market value of the common stock on the date of the grant and terminate upon the tenth anniversary of the date of grant. All directors are reimbursed for significant travel expenses, if any, incurred in attending meetings of the Board and its committees.
