Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e). On May 8, 2009, Mac-Gray Corporation (the "Company") held its annual meeting of stockholders, the results of which were officially certified by the Company's independent inspector of elections on May 18, 2009. Based on the certified results, the Company's stockholders approved, among other things, the Company's 2009 Stock Option and Incentive Plan (the "2009 Plan").

A copy of the 2009 Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Mac-Gray Corporation 2009 Stock Option and Incentive Plan

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