ANGELICA CORP /NEW/
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<TYPE>EX-10.39
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<FILENAME>exh10p39.txt
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                                                              Exhibit 10.39


                            ANGELICA CORPORATION
                RETENTION AND TRANSITION EMPLOYMENT AGREEMENT
                ---------------------------------------------

            This agreement ("Agreement") has been entered into as of this
29th day of January, 2004 (the "Effective Date"), by and between Angelica
Corporation, a Missouri corporation ("Angelica" or "Company"), and Daniel J.
Westrich, an individual ("Westrich").

            WHEREAS, Angelica currently employs Westrich as Vice President
-- Information Systems, pursuant to that certain Employment Agreement, as
amended, dated the 1st day of February, 2003, (the "Current Employment
Agreement"); and

            WHEREAS, the Company is in the process of evaluating and
pursuing strategic alternatives for its Life Uniform Stores business,
including the possible sale of those operations; and

            WHEREAS, additionally, pursuant to a reorganization and
transition plan presented to and approved by the Board of Directors of
Angelica (the "Board"), certain corporate headquarters functions, including
the information systems function for which Westrich is responsible, will,
over the course of the upcoming several months, be reorganized and relocated
to the Company's division headquarters facility in the Atlanta, Georgia
metropolitan area; and

            WHEREAS, both parties recognize and acknowledge that, following
such reorganization and relocation of those corporate headquarters
functions, and implementation of strategic alternatives for the Company's
Life Uniform Store business, Westrich's services as Vice President -
Information Services, will no longer be required; and

            WHEREAS, due to his familiarity with the Company's information
systems activities and his past experience with the transition,
reorganization and relocation of information systems activities, Westrich's
continued leadership will help insure the Company's success in completing
these plans; and

            WHEREAS, Westrich is willing to delay, until August 31, 2004,
his resignation as Vice President - Information Systems, and to remain
employed by Angelica until that time to assist in completing the
implementation of these transition plans; and

            WHEREAS, Westrich and Angelica wish to agree upon the terms and
conditions of Westrich's continued employment during this transition period,
and his resignation as of August 31, 2004, in this Agreement which will
supercede in its entirety the Current Employment Agreement (as identified
above).

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

SECTION 1:  TERM OF AGREEMENT

            1.1      CONTINUED EMPLOYMENT.  During the period commencing
on the Effective Date of this Agreement and ending August 31, 2004, (the
"Employment Expiration Date") (said period being referred to herein as the
"Continued Employment Period"), Westrich will continue to be employed by
Angelica as Vice President -- Information Systems in accordance with the
terms, conditions and provisions of this Agreement.


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SECTION 2:  TERMS AND CONDITIONS OF CONTINUED EMPLOYMENT.

            2.1      DUTIES AND RESPONSIBILITIES. During the Continued
Employment Period, Westrich will be subject to the reasonable directions of
the Chief Financial Officer or Chief Executive Officer of Angelica, and the
Board. Westrich 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. Westrich 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. It is understood and agreed that,
while Westrich is expected to continue to perform such duties and
responsibilities similar to those that he has performed previously during
his employment as Vice President -- Information Systems, he is expected to
devote approximately one-half of his time and effort to the evaluation and
implementation of strategic alternatives relating to Angelica's Life Uniform
Stores business segment.

            2.2      COMPENSATION. During the Continued Employment Period,
Westrich's base salary will continue at the annual rate of $168,000, payable
in accordance with Angelica's current payroll practices. Additionally,
except as otherwise provided in this Section 2.2, and otherwise subject to
the terms, conditions and provisions of this Agreement, Westrich will be
entitled to continue his participation in those executive compensation plans
and programs in which he participated immediately prior to the commencement
of the Continued Employment Period. Such continued participation will
continue to be in accordance with the terms and conditions of such plans and
programs and of this Agreement. It is expressly understood and agreed,
however, that, as of the Effective Date of this Agreement, Westrich will no
longer be entitled to participate in, or to earn incentive compensation
under, either the Company's short-term or long-term incentive compensation
plans, or under any other plan or program, whether or not available to other
employees or officers of Angelica.

            2.3      BENEFITS. During the Continued Employment Period, and
subject to the provisions of Section 2.2 above, Westrich will continue to be
entitled to those health and welfare benefits generally available to other
employees of Angelica, and to which Westrich was entitled immediately prior
to the commencement of the Continued Employment Period, including Angelica's
healthcare and dental plans, Angelica's Retirement Savings Plan (401(k)),
Angelica's Mirror 401(k) and Deferred Compensation Plan, Angelica's
qualified pension plan, Angelica's AD&D plan and Angelica's life insurance
plan.

SECTION 3:  RETENTION PAYMENTS.

            3.1      RETENTION PAYMENTS. Pursuant to the terms of the Current
Employment Agreement, Westrich was to be employed by Angelica for a period
substantially beyond the Employment Expiration Date, and was to receive
compensation and benefits during that extended period, including the
opportunity to earn additional incentive compensation. In consideration for
Westrich's agreement to delay his resignation and continue his employment
until the Employment Expiration Date, and in consideration for his agreement
to forgo the opportunity to earn additional incentive compensation, Angelica
agrees, that in addition to the compensation and benefits described in
Section 2 above, Westrich is entitled to the following:

                     3.1.1 Not later than January 31, 2004, Angelica
                     will pay Westrich a lump-sum amount of $84,000,
                     less applicable taxes, withholdings and standard
                     deductions.

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                     3.1.2 Any restricted "Matching Shares" and "Elected
                     Shares" (as each term is defined in Angelica's
                     Stock Bonus and Incentive Plan), held by or on
                     behalf of Westrich shall immediately vest as of
                     January 31, 2004.

                     3.1.3 Any stock options held by Westrich which, as
                     of the Effective Date of this Agreement, have not
                     yet vested, will continue to vest during the
                     Continued Employment Period, and will be
                     exercisable, all in accordance with the terms and
                     conditions under which such options were granted.

SECTION 4:  TERMINATION; BENEFITS UPON TERMINATION.

            4.1      TERMINATION. Notwithstanding Section 1.1, or anything
else to the contrary contained in this Agreement, and subject to the
provisions of Section 4.2.1 below, Angelica may terminate this Agreement,
and Westrich's employment hereunder, at any time during the Continued
Employment Period. Unless earlier terminated as provided herein, or unless
otherwise expressly agreed to by both parties in writing, this Agreement,
and Westrich's employment with Angelica, shall terminate as of and effective
on the Employment Expiration Date of August 31, 2004.

            4.2      BENEFITS UPON TERMINATION.

                     4.2.1 If, at any time prior to the Employment
                     Expiration Date, Angelica terminates Westrich's
                     employment for any reason other than for Cause (as
                     that term is defined below), Angelica will continue
                     to make payments to Westrich for the remainder of the
                     Continued Employment Period equal to the compensation
                     amounts to be paid Westrich pursuant to Section 2.2
                     above, less applicable taxes, withholdings and
                     standard deductions. For purposes of this Agreement,
                     the term "Cause", when used in connection with the
                     termination of Westrich's employment, means
                     termination based upon (i) Westrich'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 written
                     demand for substantial performance is delivered to
                     Westrich by Angelica, which specifically identifies
                     the manner in which Westrich has not substantially
                     performed his duties; (ii) Westrich's commission of
                     an act constituting a criminal offense involving
                     moral turpitude, dishonesty or breach of trust; or
                     (iii) Westrich's material breach of any provision of
                     this Agreement.

                     4.2.2 If, at any time prior to the Employment Expiration
                     Date, Westrich's employment is terminated by Westrich for
                     any reason, or by Angelica with Cause, Westrich shall not
                     be entitled to receive from Angelica, and Angelica shall
                     have no further obligations to pay to Westrich, any
                     further payments under this Agreement or otherwise,
                     except for such salary that is, as of the effective
                     date of any such termination, accrued but not yet
                     paid by Angelica, and any benefits or payments to
                     which Westrich might be entitled in accordance with
                     the terms and conditions of any benefit plan or
                     program in which Westrich participated during his
                     employment by Angelica.

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SECTION 5:  CONSULTING SERVICES. During the ninety (90) day period
immediately following the Employment Expiration Date, and at no additional
cost to Angelica, Westrich will remain reasonably available, during normal
business hours, for periodic and occasional telephone consultation with
Angelica with respect to those matters in which Westrich was involved during
his employment with Angelica, or with respect to such other matters as
Westrich may have knowledge. Further, it is understood and agreed that, as
of and following the Employment Expiration Date, Angelica may request that
Westrich provide such additional consulting services to Angelica, on an
independent contractor basis, of a nature, and for such period, as Angelica
may, in its sole discretion, deem necessary or appropriate, if any. In the
event Angelica requests such additional consulting services, the parties
will negotiate in good faith such mutually acceptable terms and conditions
under which such services will be provided, as well as the amount of any
consulting fees to be paid Westrich for such services. Angelica shall have
no obligation to request such consulting services and neither party shall be
obligated to enter into any such consulting arrangement except upon such
terms and conditions as are mutually agreeable and acceptable to each of
them.

SECTION 6:  NON-COMPETITION AND CONFIDENTIALITY COVENANTS.

            6.1      NON-COMPETE AGREEMENT. It is agreed that during the
period beginning on the Employment Expiration Date, or the effective date of
any earlier termination of Westrich's employment, and continuing for a
one-year period thereafter, Westrich shall not, either for himself or on
behalf of any person, firm or corporation (whether for profit or otherwise)
serve, through any commercial venture or otherwise, as a partner, officer,
director, stockholder, advisor, employee, consultant, agent, salesman,
venturer or otherwise, in a business enterprise in the United States, Canada
or any other country in which Angelica does business that is in substantial
direct competition with the business being conducted by Angelica as of the
Employment Expiration Date or as of the effective date of any earlier
termination of Westrich's employment. This requirement, however, will not
limit Westrich's right to make passive investments in the capital stock or
other equity securities (not in excess of 5% of the total outstanding
capital stock or equity securities) of any corporation regularly traded on
any public securities exchange.

            6.2      CONFIDENTIAL INFORMATION. Westrich acknowledges that
he holds in a fiduciary capacity for the benefit of Angelica all secret or
confidential information, knowledge or data relating to Angelica or any of
its affiliated companies, and their respective businesses, which has been
obtained during his employment with Angelica and which will not be or has
not become public knowledge (other than by acts of Westrich or
representatives of Westrich in violation of this Agreement). Westrich will
not, without the prior written consent of Angelica, or as may otherwise be
required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than Angelica and those
persons designated by Angelica in advance of the disclosure. In no event
shall an asserted violation of this Section 6.2 constitute a basis for
deferring or withholding any amounts otherwise payable to Westrich under
this Agreement.

            6.3      REASONABLENESS OF RESTRICTIONS. Westrich agrees that
the restrictions and the period and/or areas of restriction, as set forth in
this Section 6, 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 in Section 6.1 is deemed too


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restrictive in any court proceeding, the court may reduce such restrictions
to those which it deems reasonable under the circumstances.

            6.4      EQUITABLE RELIEF. Any action by Westrich contrary to
the restrictive covenants contained in this Section 6 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 Westrich's covenants as set forth in
this Section 6 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 7:  MISCELLANEOUS.

            7.1      FULL SETTLEMENT. Angelica's obligation to make payments
or to provide benefits and to otherwise perform its obligations under this
Agreement shall be in full settlement of all claims that Westrich or his
beneficiaries may have against Angelica involving the expiration or
termination of Westrich's employment with Angelica.

            7.2      NOTICE. For purposes of this Agreement, notices and all
other communications provided for in this 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 General
Counsel, 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 Westrich
                  ------------------

                  Daniel J. Westrich
                  2519 River Wind Ct.
                  St. Louis, Missouri 63129

                  Notice to Angelica
                  ------------------

                  Angelica Corporation
                  424 South Woods Mill Road
                  Chesterfield, Missouri  63017-3406
                  Attention:  General Counsel

            7.3      WAIVER. Westrich's or Angelica's failure to insist
upon strict compliance with any provision of this Agreement or the failure
to assert any right Westrich 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.

            7.4      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.

            7.5      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


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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.

            7.6      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, discussions
or negotiations with respect thereto, including but not limited to the
Current Employment Agreement.

            7.7      WITHHOLDING. Angelica may withhold from any amounts
payable to Westrich under this Agreement any Federal, state or local taxes
as shall be required to be withheld under applicable law or regulation.

            IN WITNESS WHEREOF, Westrich 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/ Daniel J. Westrich
                                    ---------------------------------------
                                    Daniel J. Westrich


                                    ANGELICA CORPORATION


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


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