ANGELICA CORP /NEW/
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>11
<FILENAME>exh10p27.txt
<TEXT>
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                                                               Exhibit 10.27
                            ANGELICA CORPORATION
                            EMPLOYMENT AGREEMENT
                            --------------------



            This agreement ("Agreement") has been entered into as of the
1st day of February, 2003, by and between Angelica Corporation, a Missouri
corporation ("Angelica"), and James W. Shaffer, an individual ("Employee").

            WHEREAS, Angelica currently employs Employee as Vice President
and Treasurer of Angelica and Angelica and Employee wish to more
specifically define the terms and conditions of Employee's employment with
Angelica in this Agreement.

            NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:

SECTION 1:     DEFINITIONS. For purposes of this Agreement, the following words
and phrases, whether or not capitalized, shall have the meanings specified
below, unless the context plainly requires a different meaning.

                    (a) "ANNUAL BASE SALARY" means the base salary set forth
                    in Section 3.3 of this Agreement, as it shall be
                    increased from time to time in the discretion of the
                    Board or the Compensation and Organization Committee of
                    the Board.

                    (b) "BOARD" means the Board of Directors of Angelica.

                    (c) "DATE OF TERMINATION" means a date that a Notice of
                    Termination is received by the party to whom such notice
                    is being given, unless the party giving the Notice of
                    Termination specifies another date in the Notice of
                    Termination (which date shall not be more than 30 days
                    after giving of such Notice of Termination) or,
                    alternatively, the last day of any Term in the event
                    that a Notice of Non-Renewal is delivered by either
                    party in accordance with Section 2.1 of this Agreement.

                    (d) "EFFECTIVE DATE" means the date of this Agreement.

                    (e) "EMPLOYMENT PERIOD" means the period beginning on
                    the Effective Date and ending on the Date of
                    Termination.

                    (f) "GOOD CAUSE" means, when used in connection with
                    the termination of Employee's employment with Angelica
                    by Angelica, a termination based upon (i) Employee's
                    willful and continued failure to substantially perform
                    his duties with Angelica (other than as a result of
                    incapacity due to physical or mental condition), after a
                    written demand for substantial performance is delivered
                    to Employee by Angelica, which specifically identifies
                    the manner in which Employee has not substantially
                    performed his duties; (ii) Employee's commission of an
                    act constituting a criminal offense involving moral
                    turpitude, dishonesty or breach of trust; or (iii)
                    Employee's material breach of any provision of this
                    Agreement.

                    (g) "GOOD REASON" means, when used in connection with
                    the termination of Employee's


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                    employment with Angelica by Employee, a termination
                    based upon the following reasons:

                          (i)   the assignment to Employee of any duties
                                inconsistent in any respect with Employee's
                                position (including status, offices, titles
                                and reporting requirements), authority,
                                duties and responsibilities as contemplated
                                by this Agreement or any other action by
                                Angelica which results in a material
                                diminution in such position, authority,
                                duties or responsibilities, excluding for
                                this purpose any action not taken in bad
                                faith which is remedied by Angelica promptly
                                after receipt of notice by Angelica thereof
                                given by Employee;

                          (ii)  (A) the failure by Angelica to continue in
                                effect any benefit or compensation plan,
                                stock ownership plan, life insurance plan,
                                health and accident plan or disability plan
                                to which Employee is entitled, provided that
                                Angelica may amend, modify or replace such
                                plans as long as the Employee is entitled to
                                benefits under the amended, modified or
                                replaced plan or plans that are
                                substantially similar to those of the plan
                                or plans so amended, modified or replaced;
                                (B) the taking of any action by Angelica
                                which would adversely affect Employee's
                                participation in, or materially reduce
                                Employee's benefits under, any plans in
                                which Employee is then currently
                                participating; or (C) the failure of
                                Angelica to provide Employee with paid
                                vacation to which Employee is entitled;

                          (iii) a material breach by Angelica of any
                                provision of this Agreement;

                          (iv)  a purported termination by Angelica of
                                Employee's employment otherwise than
                                specifically permitted by this Agreement; or

                          (v)   a failure of a successor of Angelica
                                expressly to assume and agree to perform
                                this Agreement pursuant to the provisions of
                                Section 6.4 of this Agreement; provided,
                                however, that a termination of employment by
                                Employee subsequent to an express assumption
                                and agreement to perform this Agreement by
                                such successor shall not be deemed to be for
                                "Good Reason" under this subsection.

                    (h) "NOTICE OF TERMINATION" means a written notice by
                    either party of such party's desire to terminate
                    Employee's employment with Angelica, which notice (i)
                    indicates the specific termination provision in this
                    Agreement relied upon, (ii) to the extent applicable,
                    sets forth in reasonable detail the facts and
                    circumstances claimed to provide a basis for termination
                    of Employee's employment under the provision so
                    indicated, and (iii) if the Date of Termination is other
                    than the date of receipt of such Notice, specifies the
                    Date of Termination (which date shall not be more than
                    30 days after the giving of such Notice). The failure by
                    Employee or Angelica to set forth in the Notice of
                    Termination any fact or circumstance which contributes
                    to a showing of Good Cause or Good Reason shall not
                    waive any right of Employee or Angelica hereunder or
                    preclude Employee or Angelica from asserting such fact
                    or circumstance in enforcing Employee's or Angelica's
                    rights hereunder.

                    (i) "NOTICE OF NON-RENEWAL" means a written notice by
                    either party to this Agreement of

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                    such party's desire not to allow the Term of the
                    Agreement to automatically renew at the end of the
                    then-current Term for another Term, thus having the
                    effect of terminating the Agreement at the end of the
                    then-current Term.

                    (j) "TERM" means, initially a one-year period commencing
                    on the Effective Date and ending on the date of the
                    first anniversary of the Effective Date, and, if renewed
                    in accordance with Section 2.1 of this Agreement, shall
                    mean a one-year period commencing on the particular
                    anniversary date of the Effective Date and ending on the
                    date one year after such commencing anniversary date.

SECTION 2:     TERM OF AGREEMENT.

               2.1 INITIAL TERM OF AGREEMENT; RENEWAL TERMS. The initial
Term of this Agreement shall be for one year commencing on the Effective
Date, subject to automatic renewal for one or more additional Terms of one
year each commencing immediately upon the end of the initial Term or the
then-current renewal Term, as the case may be, unless either party to this
Agreement gives a Notice of Non-Renewal to the other party not later than 30
days prior to the end of the initial Term or the then-current renewal Term,
as the case may be. In the event that such a Notice of Non-Renewal is given
as set forth in this Section 2.1, the Date of Termination will be the last
day of the initial Term or the then-current Term, as the case may be.

               2.2 TERMINATION OF THE EMPLOYMENT PERIOD PRIOR TO END OF
TERM. Notwithstanding Section 2.1 of this Agreement, either party to this
Agreement may terminate Employee's Employment Period (and Employee's
employment with Angelica) at any time during the Term by giving the other
party a Notice of Termination to the other party, without any liability
except as specified in Section 4 of this Agreement.

SECTION 3:     TERMS AND CONDITIONS OF EMPLOYMENT.

               3.1 PERIOD OF EMPLOYMENT. Employee shall remain in the employ
of Angelica throughout the Employment Period in accordance with the terms
and provisions of this Agreement. This Agreement shall remain in full force
and effect notwithstanding subsequent changes in Employee's compensation,
location of employment, duties or authority or any changes in the identity
of the corporation to which Employee's compensation is charged, provided
that said corporation is a subsidiary or affiliate of Angelica and provided
further that certain of such changes may constitute Good Reason for purposes
of this Agreement.

               3.2 POSITIONS AND DUTIES. Angelica hereby employs Employee
and Employee hereby accepts such employment as Vice President and Treasurer
of Angelica, subject to the reasonable directions of the Chief Financial
Officer or Chief Executive Officer of Angelica, and the Board. Employee
shall have such authority and shall perform such duties as are specified in
the Bylaws of Angelica for the office and position to which he has been
appointed hereunder and shall so serve, subject to the control exercised by
the Chief Financial Officer or Chief Executive Officer of Angelica, and the
Board from time to time. Employee agrees to devote such of his time,
attention and energy to the business of Angelica as may be required to
perform the duties and responsibilities assigned to him to the best of his
ability and with reasonable diligence.

               3.3 COMPENSATION. Employee's initial base salary under this
Agreement will be $132,500

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per annum, payable in accordance with Angelica's current payroll practices.
In addition to the Annual Base Salary, Employee shall be awarded the
opportunity to earn an incentive compensation on an annual basis ("Incentive
Compensation") under the Incentive Compensation Plan or any incentive
compensation plan which is generally available to other similarly situated
executives of Angelica. The Incentive Compensation during the Employment
Period shall range from 0 to 60% of Employee's Annual Base Salary. The
Incentive Compensation which Employee will have an opportunity to earn shall
be reviewed at least annually and may be adjusted at the discretion of the
Chief Financial Officer and Chief Executive Officer of Angelica, and the
Board, dependent upon Employee's performance and in accordance with
Angelica's policies.

               3.4 PARTICIPATION IN PERFORMANCE PLANS. Employee is eligible
to receive stock-based awards or grants under Angelica's 1994 Performance
Plan, 1999 Performance Plan and such other similar plans as may, from time
to time be adopted, including stock options, restricted stock and
performance awards, in the discretion of the Compensation and Organization
Committee or the Board of Angelica.

               3.5 PARTICIPATION IN STOCK BONUS AND INCENTIVE PLAN. Employee
is eligible to participate in Angelica's Stock Bonus and Incentive Plan,
based on current eligibility requirements and subject to the terms and
conditions of such plan.

               3.6 PARTICIPATION IN RETIREMENT SAVINGS PLAN. Employee is
eligible to participate in Angelica's Retirement Savings Plan (the "401(k)
Plan"), based upon current eligibility requirements and subject to the terms
and conditions of such plan.

               3.7 PARTICIPATION IN PENSION PLAN. Employee is eligible to
participate in Angelica's "defined benefit" Pension Plan, based on current
eligibility requirements and subject to the terms and conditions of such
plan.

               3.8 PARTICIPATION IN SUPPLEMENTAL PLAN. Employee is eligible
to participate in Angelica's Supplemental Plan at an assigned formula rate
of 30% and otherwise based upon current eligibility requirements and subject
to the terms and conditions of such plan.

SECTION 4:     BENEFITS UPON TERMINATION. If Employee's employment with
Angelica is terminated prior to the end of the initial Term or prior to the
end of any subsequent renewal Term, as the case may be, (a) by Angelica
without Good Cause or (b) by Employee for Good Reason, then upon the
negotiation and execution of a mutually acceptable settlement and release
agreement by Angelica and Employee (which will include covenants consistent
with the provisions of Section 5 below), and in addition to any accrued
salary and other payments owed to Employee under Angelica's other benefit
plans and policies, Angelica shall pay Employee an amount equal to one-half
Employee's then-current Annual Base Salary. Said amount shall be paid in
equal, semi-monthly payments, less applicable taxes, withholdings and
standard deductions. Said payments will continue thereafter for an
additional six-month period provided, however, that in addition to deducting
from such continuing payments applicable taxes, withholdings and standard
deductions, said payments shall also be reduced by the amounts, if any,
earned by Employee during said six-month period as a result of self
employment and/or employment with another employer. As a condition to such
additional payments, Employee agrees to provide Angelica with verification,
reasonably acceptable to Angelica, substantiating the amount of any such
earnings, or of Employee's lack of other employment, as the case may be. In
the case of a termination of Employee's employment with Angelica for any
reason other than as stated in this Section 4 above, Employee shall be
entitled only to accrued salary and other payments owed to

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Employee under Angelica's other benefit plans and policies.

SECTION 5:     NON-COMPETITION, CONFIDENTIALITY, NON-DIVERSION.

               5.1 NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on the Effective Date and ending one year after the Date of
Termination, regardless of whether such termination is by the action of
Employee or Angelica or by mutual agreement, Employee shall not, either for
himself or on behalf of any person, firm or corporation (whether for profit
or otherwise) engage in any form of competition with Angelica, directly or
indirectly, through any commercial venture, as a partner, officer, director,
stockholder, advisor, employee, consultant, agent, salesman, venturer or
otherwise, in the business conducted by Angelica in the United States,
Canada or any other country in which Angelica does business. This
requirement, however, will not limit Employee's right to invest in the
capital stock or other equity securities of any corporation, the stock or
securities of which are publicly owned or are regularly traded on any public
securities exchange.

               5.2 CONFIDENTIAL INFORMATION. Employee acknowledges that
during his employment with Angelica, he may develop or be exposed to
confidential information concerning Angelica's inventions, processes,
methods and confidential affairs, property of a proprietary nature and trade
secrets of Angelica or its licensors or customers. Employee agrees that the
maintenance of the proprietary character of such information and property to
the full extent feasible is important and that for so long as any such
confidential information and trade secrets may remain confidential, secret
or otherwise wholly or partially protectable, either during or after
Employee's Employment Period, shall not use or divulge such confidential
information or property except as permitted or required by the duties of
Employee's employment with Angelica. Employee shall not remove any property
of a proprietary nature from Angelica's premises except as required by the
duties of Employee's employment. Employee shall return to Angelica upon
termination of his employment with Angelica, all models, drawings,
photographs, writings, records, papers or other properties produced by
Employee or coming into his possession by or through his employment with
Angelica.

               5.3 NON-DIVERSION. During the Employment Period and for one
year after the Date of Termination, Employee shall not directly or
indirectly or by aid to others: (i) do anything which could be expected to
divert from Angelica any trade or business with any customer of Angelica
with whom Employee had any contact or association during the one year
immediately preceding the Date of Termination; or (ii) solicit for
employment by others, any individual employed by Angelica.

               5.4 REASONABLENESS OF RESTRICTIONS. Employee agrees that the
period and areas of restriction following the Date of Termination, as set
forth in this Section 5, are reasonably required for the protection of
Angelica and its business, as well as the continued protection of Angelica's
employees. If any one or more of the covenants, agreements or provisions
contained herein shall be held to be contrary to the policy of a specific
law, though not expressly prohibited, or against public policy, or shall for
any other reason whatsoever be held invalid, then such particular covenant,
agreement or provision shall be null and void and shall be deemed separable
from the remaining covenants, agreements and provisions, and shall in no way
affect the validity of any of the other covenants, agreements and provisions
hereof. The parties hereto agree that in the event that either the length of
time or the geographic area set forth herein is deemed too restrictive in
any court proceeding, the court may reduce such restrictions to those which
it deems reasonable under the circumstances.

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               5.5 EQUITABLE RELIEF. Any action by Employee contrary to the
restrictive covenants contained in this Section 5 may as a matter of course
be restrained by equitable or injunctive process issued out of any court of
competent jurisdiction, in addition to any other remedies provided in law.
In the event of the breach of Employee's covenants as set forth in this
Section 5 and Angelica's obtaining of injunctive relief, the period of
restrictions set forth herein shall commence from the date of the issuance
of the order which enjoins such activity.

SECTION 6:     MISCELLANEOUS.

               6.1 NOTICE. For purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses as set forth below; provided that all
notices to Angelica shall be directed to the attention of the Chief
Executive Officer of Angelica, or to such other address as one party may
have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.

                    Notice to Employee
                    ------------------
                    James W. Shaffer
                    319 Berry Bush Ct.
                    St. Louis, Missouri 63011

                    Notice to Angelica
                    ------------------
                    Angelica Corporation
                    424 South Woods Mill Road
                    Chesterfield, Missouri  63017-3406
                    Attention:  Chief Executive Officer

               6.2 WAIVER. Employee's or Angelica's failure to insist upon
strict compliance with any provision of this Agreement or the failure to
assert any right Employee or Angelica may have hereunder shall not be deemed
to be a waiver of such provision or right or any other provision or right of
this Agreement and shall not operate or be construed as a waiver of any
subsequent breach of the same provision.

               6.3 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without
reference to its conflict of law principles.

               6.4 SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of any successor of Angelica and any such successor
shall be deemed to be substituted for Angelica under the terms of this
Agreement. Angelica shall require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of Angelica to assume expressly and agree to
perform the provisions of this Agreement as if no such succession had taken
place. As used in this Agreement, "Angelica" shall mean Angelica as
hereinbefore defined or any successor to Angelica's business and/or assets
which assumes and agrees to perform this Agreement.

               6.5 ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes any prior written or oral agreements, understandings,

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discussions or negotiations with respect thereto.

               IN WITNESS WHEREOF, Employee and Angelica, pursuant to the
authorization from its Board, have caused this Agreement to be executed in
its name on its behalf, all as of the day and year first above written.

                                           /s/ James W. Shaffer
                                           --------------------
                                           James W. Shaffer


                                           ANGELICA CORPORATION

                                           By: /s/ T. M. Armstrong
                                               -------------------
                                           Name: T. M. Armstrong
                                                 ---------------
                                           Title: Senior Vice President
                                                  ---------------------


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