Mac-Gray Corporation Director Compensation Policy (March 31, 2005)

Summary

This document outlines the compensation policy for the Board of Directors of Mac-Gray Corporation as of March 31, 2005. Employee directors do not receive additional compensation for board service. Non-employee directors receive an annual retainer, additional fees for chairing committees and attending meetings, and annual stock option awards. Compensation includes both cash and company stock, with options to purchase shares granted under the company's stock plan. Directors are also reimbursed for significant travel expenses related to board duties.

EX-10.11 6 a2154458zex-10_11.txt EXHIBIT 10.11 Exhibit 10.11 Board of Directors Compensation Mac-Gray Corporation March 31, 2005 MAC-GRAY CORPORATION DIRECTOR COMPENSATION EMPLOYEE DIRECTORS: Directors who are also employees of the Company do not receive compensation for their services on the Board of Directors or any committee thereof. NON-EMPLOYEE DIRECTORS: 1. Annual Retainer*, payable quarterly - $16,000 2. Annual Audit Committee Chair Retainer - $2,000 3. Annual Committee Chair Retainer (Non-Audit) - $1,500 4. Meeting Attendance Fees: a. Board Meetings - $1,000 / $500 (telephonic) per meeting b. Audit Committee Meetings - $750 per meeting c. Committee Meetings (Non-Audit) - $500 / $250 (telephonic) per meeting 5. Annual Equity Compensation Award** - option to purchase 5,000 shares of the Company's Common Stock - -------------------- * 50% of the Annual Retainer is paid in shares of the Company's Common Stock and the balance is paid, at the discretion of the Director, in cash, shares of the Company's Common Stock or any combination thereof; ** Under the Company's 1997 Stock Option and Incentive Plan, each newly elected non-employee Director receives an option to purchase 5,000 shares of the Company's Common Stock on the fifth business day after his or her election to the Board of Directors, and each non-employee Director who is serving as a Director automatically receives an option to purchase 5,000 shares of the Company's Common Stock on the fifth business day after each annual meeting of stockholders. All of such options granted are fully exercisable upon grant at an exercise price equal to the fair market value of the Company's 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 of Directors and its committees.