ANGELICA CORP /NEW/
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>2
<FILENAME>ex10p3.txt
<TEXT>
<PAGE>

                                                                Exhibit 10.3


                            ANGELICA CORPORATION
                            1999 PERFORMANCE PLAN
                         RESTRICTED STOCK AGREEMENT

         This Restricted Stock Agreement (this "Agreement") is made and
entered into as of _______________ by and between Angelica Corporation, a
Missouri corporation (the "Company") and ______________ ("Employee").

         WHEREAS, Employee has been designated a participant in the
Company's Long-Term Incentive Program for the _____-_____ performance
period; and

         WHEREAS, in consideration of the foregoing, the Board of Directors
of the Company desires to award restricted shares of the Company's common
stock, $1.00 par value (the "Common Stock"), to Employee under and in
accordance with the terms of the Company's 1999 Performance Plan ("Plan"),
and Employee desires to receive such shares on the terms and conditions, and
subject to the restrictions, herein set forth; and

         NOW, THEREFORE, in consideration of the terms and conditions herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto,
the parties hereby agree as follows:

         Section 1.        Definitions.
                           -----------

         As used in this Agreement, the following terms shall have the
following meanings:

         A.       "Award" means the award provided for in Section 2.

         B.       "Board of Directors" means the Board of Directors of the
                  Company.

         C.       "Cause" means (i) Employee's willful and continued failure
                  to substantially perform his duties and responsibilities
                  with the Company (other than as a result of incapacity due
                  to a physical or mental condition), after a written demand
                  for substantial performance is delivered by the Company to
                  Employee in which there is a specific identification of
                  the manner in which Employee is not substantially
                  performing his duties and responsibilities; (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 the terms of
                  any employment agreement between Employee and the Company.

         D.       "Date of Award" means _____________.

         E.       "Disability" means that Employee has been unable to
                  perform the duties and responsibilities then required of
                  him on a full-time basis for a period of 180 consecutive
                  business days by reason of physical or mental condition.
                  Disability


                  shall be deemed to exist when certified by a physician or
                  physicians selected by the Company who are acceptable to
                  Employee or Employee's legal representative, such
                  agreement as to acceptability not to be unreasonably
                  withheld.

         F.       "Performance Period" means the period of three consecutive
                  fiscal years of the Company, commencing __________.

         G.       "Period of Restriction" means with respect to the
                  Restricted Shares, the period of time between the Date of
                  Award and the date that the Restrictions lapse in whole or
                  in part or the Restricted Shares are forfeited in whole or
                  in part, as set forth in Sections 3 and 4(a) of this
                  Agreement.

         H.       "Restricted Shares" means the number of shares of the
                  Company's Common Stock being granted pursuant to Section 2
                  of this Agreement, as well as any additional shares of
                  Common Stock or other securities that may be issued after
                  the date of the initial grant pursuant to Section 8 of
                  this Agreement.

         I.       "Restrictions" mean the restrictions on the Award as
                  provided for in Sections 3 and 4 of this Agreement.

         Section 2. Award. Subject to the terms of this Agreement and the
                    -----
Company's 1999 Performance Plan, effective as of the Date of Award, the
Company awards to Employee an aggregate of ______________ (______)
Restricted Shares, subject to the Restrictions set forth in Sections 3 and 4
and the limitations on transfer set forth in Section 5.

         Section 3. Forfeiture of Shares for Certain Terminations of
                    ------------------------------------------------
Employment during the Performance Period. If Employee shall cease to be
----------------------------------------
employed by the Company prior to the end of the Performance Period due to a
termination by the Company for Cause or termination by Employee for any
reason other than death, Disability, or retirement on or after attaining age
65, Employee shall immediately forfeit to the Company all Restricted Shares
that have not previously vested as provided in Section 4(c), without any
consideration paid to Employee, and, thereafter, Employee shall have no
further rights with respect to such Restricted Shares. If Employee's
employment with the Company terminates prior to the end of the Performance
Period and such termination: (i) occurred by reason of Employee's death,
Disability, or retirement on or after attaining age 65; or (ii) was
initiated by the Company for any reason other than Cause, Employee shall
immediately forfeit to the Company the number of shares awarded in Section 2
hereof multiplied by a fraction, the numerator of which is the number of
whole months from the date of termination of employment to the end of the
Performance Period and the denominator of which is 36. The remaining
Restricted Stock will be earned or forfeited in accordance with Section
4(a).

                                   - 2 -

         Section 4. Forfeiture of Shares if Maximum Performance Goals are
                    -----------------------------------------------------
not Achieved or in the Event Employee Engages in Competition.
------------------------------------------------------------

         (a) Forfeiture of Shares if Performance Goals are not Achieved. If
             ----------------------------------------------------------
Employee shall have been continuously employed by the Company from the Date
of Award through the end of the Performance Period, or Restricted Shares
remain outstanding following termination of employment during the
Performance Period, the number of Restricted Shares to be forfeited by
Employee, if any, shall be the portion of the Restricted Shares awarded
hereunder (or of the Restricted Shares remaining following a partial
forfeiture pursuant to Section 3 hereof) that have not been earned by
Employee based on achievement of the performance goals established under the
Company's Long-Term Incentive Program, as set forth in Attachment A.

         (b) Forfeiture of Shares if Employee Engages in Competition. If,
             -------------------------------------------------------
during the two-year period immediately following the Performance Period
Employee engages in competition, all Restricted Shares then outstanding
shall be immediately forfeited to the Company, without any consideration
paid to Employee, and, thereafter, Employee shall have no further rights
with respect to such Restricted Shares. For purposes of this Section 4(b),
the Employee shall be deemed to have engaged in competition if the Employee,
without prior written approval of the Board of Directors, becomes an
officer, employee, agent, partner, or director of any business enterprise in
substantial direct competition with the Company or any of its subsidiaries.
A business enterprise shall be deemed to be in substantial direct
competition with the Company if such entity competes with the Company or its
subsidiaries in any business in which the Company or any of its subsidiaries
is engaged and is within the Company's or the subsidiary's market area.

         (c) Lapse of Restrictions in the Event of a Change of Control.
             ---------------------------------------------------------
Notwithstanding Sections 4(a) and 4(b) hereof, in the event of a Change of
Control as defined in the 1999 Performance Plan, outstanding restricted
shares will thereupon be deemed earned, the restrictions on such shares will
immediately lapse, and thereafter the non-compete provisions set forth in
Section 4(b) and the limitations on transfer set forth in Section 5 hereof
shall immediately cease to apply.

         Section 5. Limitations on Transfer. Subject to Section 10
                    -----------------------
(concerning tax withholding), Restricted Shares may not be sold, assigned,
transferred, exchanged, pledged, hypothecated, or otherwise encumbered
during the Performance Period and, except as provided in Section 4(c),
during the two-year period immediately thereafter, and no such sale,
assignment, transfer, exchange, pledge, hypothecation, or encumbrance,
whether made or created by voluntary act of Employee or of any agent of such
Employee or by operation of law, shall be recognized by, or be binding upon,
or shall in any manner affect the rights of, the Company or any agent or any
custodian holding certificates for such Restricted Shares.

         Section 6. Shareholder Rights during Period of Restriction. Unless
                    -----------------------------------------------
and until such Restricted Shares are forfeited as set forth in Sections 3
and 4 hereof, Employee shall have all of the rights of a shareholder of the
Company with respect to Restricted Shares, including the right to vote and
to receive dividends on the Restricted Shares, unless and until such
Restricted Shares are forfeited pursuant to this Agreement.


                                   - 3 -

         Section 7.  Issuance of Shares. No certificates for shares of Common
                     ------------------
Stock shall be issued before the end of the Period of Restriction and the
expiration of the nontransferability period, but the Employee's interest in
shares shall be entered in records maintained for this purpose by the
Company. The Company shall issue certificates for the shares of Common Stock
awarded to the Employee as Restricted Shares pursuant to this Agreement as
soon as practicable after the last day of the period described in Section 5
hereof. Any certificate issued for shares awarded to the Employee under this
Agreement shall be registered in the name of the Employee unless the
Employee gives written instructions to register such shares in another name.

         Section 8.  Adjustment in Certain Events. If there is any change in
                     ----------------------------
the Common Stock by reason of stock dividends, split-ups, mergers,
consolidations, reorganizations, combinations or exchanges of shares or the
like, each Restricted Share under this Agreement shall be adjusted in the
same manner as any other share of the Company's Common Stock and the
provisions of this Agreement shall extend not only to the number of
Restricted Shares awarded hereunder, but also to all additional shares of
Common Stock or other securities received by Employee pursuant to any such
change with respect to the Restricted Shares granted hereunder, which
additional shares of Common Stock or other securities shall be deemed to be
Restricted Shares for purposes of this Agreement.

         Section 9.  Amendment. This Agreement may be amended by mutual
                     ---------
consent of the parties hereto by written agreement.

         Section 10. Withholding. The Company shall have the right to
                     -----------
withhold from or require Employee to pay to the Company any amounts required
to be withheld by the Company in respect of any federal, state or local
taxes in respect of the Restricted Shares or any compensation under this
Agreement. Employee may elect to have such withholding satisfied by a
reduction in the number of Restricted Shares deliverable to Employee under
this Agreement at such time, such reduction to be calculated based on the
average of the high and low market prices per share of stock on the date of
such election.

         Section 11. Governing Law. This Agreement shall be construed and
                     -------------
administered in accordance with the laws of the State of Missouri.


                                   - 4 -

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day first written above.

                                  ANGELICA CORPORATION

                                  By:
                                      ----------------------------------------
                                      Stephen M. O'Hara
                                      President and Chief Executive Officer

                                  EMPLOYEE


                                  --------------------------------------------

                                  Printed Name:
                                               -------------------------------






                                   - 5 -

</TEXT>
</DOCUMENT>
