ANGELICA CORP /NEW/
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<TYPE>EX-10.2
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<FILENAME>exh10p2.txt
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                                                                Exhibit 10.2

                            ANGELICA CORPORATION

                         RESTRICTED STOCK AGREEMENT

         This Restricted Stock Agreement (this "Agreement") is made and
entered into as of September 15, 2003 by and between Angelica Corporation, a
Missouri corporation (the "Company") and Stephen M. O'Hara ("Executive").

         WHEREAS, Executive has heretofore performed valuable services for
the Company and the Company desires to encourage Executive to continue to
perform such services in the future; and

         WHEREAS, in consideration of the foregoing, the Board of Directors
of the Company desires to award shares of the Company's common stock, $1.00
par value (the "Common Stock"), to Executive pursuant to Section 2.4(e) of
that certain employment agreement dated September 15, 2003 by and between
the Company and Executive (the "Employment Agreement") and Executive 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.       "Change in Control" means:

                  (i) the acquisition by an individual, entity or
                  group, or Person (within the meaning of Section
                  13(d)(3) or 14(d)(2 of the Securities Exchange Act
                  of 1934, as amended) of ownership of 20% of more of
                  either (a) the then outstanding shares of common
                  stock of the Company (the "Outstanding Company
                  Common Stock") or (b) the combined voting power of
                  the then outstanding voting securities of the
                  Company entitled to vote generally in the election
                  of directors (the "Outstanding Company Voting
                  Securities"); or

                  (ii) individuals who, as of the date hereof,
                  constitute the Board (the "Incumbent Board") cease
                  for any reason to constitute at least a majority of



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                  the Board; provided, however, that any individual
                  becoming a director subsequent to the date hereof
                  whose election, or nomination for election, by the
                  Company's stockholders was approved by a vote of at
                  least a majority of the directors then comprising
                  the Incumbent Board shall be considered as though
                  such individual were a member of the Incumbent
                  Board, but excluding, as a member of the Incumbent
                  Board, any such individual whose initial assumption
                  of office occurs as a result of either an actual or
                  threatened election contest (as such terms are used
                  in Rule 140-11 promulgated under the Securities
                  Exchange Act of 1934, as amended) or other actual or
                  threatened solicitation of proxies or consents by or
                  on behalf of a Person other than the Board;

                  (iii) Approval by the stockholders of the Company of
                  a reorganization, merger or consolidation, in each
                  case, unless, following such reorganization, merger
                  or consolidation, (1) more than 50% of,
                  respectively, the then outstanding shares of common
                  stock of the corporation resulting from such
                  reorganization, merger or consolidation and the
                  combined voting power of the then outstanding voting
                  securities of such corporation entitled to vote
                  generally in the election of directors is then
                  beneficially owned, directly or indirectly, by all
                  or substantially all of the individuals and entities
                  who were the beneficial owners, respectively, of the
                  Outstanding Company Common Stock and Outstanding
                  Company Voting Securities immediately prior to such
                  reorganization, merger or consolidation in
                  substantially the same proportions as their
                  ownership, immediately prior to such reorganization,
                  merger or consolidation, of the Outstanding Company
                  Common Stock and Outstanding Company Voting
                  Securities, as the case may be, (2) no Person
                  beneficially owns, directly or indirectly, 20% or
                  more of, respectively, the then outstanding shares
                  of common stock of the corporation resulting from
                  such reorganization, merger or consolidation or the
                  combined voting power of the then outstanding voting
                  securities of such corporation, entitled to vote
                  generally in the election of directors, and (3) at
                  least a majority of the members of the board of
                  directors of the corporation resulting from such
                  reorganization, merger or consolidation were members
                  of the Incumbent Board at the time of the execution
                  of the initial agreement providing for such
                  reorganization, merger or consolidation; or

                  (iv) Approval by the stockholders of the
                  Company of (a) a complete liquidation or dissolution
                  of the Company or (b) the sale or other disposition
                  of all or substantially all of the assets of the
                  Company, other than to a corporation, with respect
                  to which following such sale or other disposition,
                  (1) more than 50% of, respectively, the then
                  outstanding shares of common stock of such
                  corporation and the combined voting power of the
                  then outstanding voting securities of such
                  corporation entitled to vote generally in the
                  election of directors is then beneficially owned,
                  directly or indirectly, by


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                  all or substantially all of the individuals and entities
                  who were the beneficial owners, respectively, of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities immediately prior to such sale or
                  other disposition in substantially the same proportion
                  as their ownership, immediately prior to such sale or
                  other disposition, of the Outstanding Company Common
                  Stock and Outstanding Company Voting Securities, as the
                  case may be, (2) no Person beneficially owns, directly
                  or indirectly, 20% or more of, respectively, the then
                  outstanding shares of common stock of such corporation
                  and the combined voting power of the then outstanding
                  voting securities of such corporation entitled to vote
                  generally in the election of directors and (3) at least
                  a majority of the members of the board of directors of
                  such corporation were members of the board of directors
                  of such corporation were members of the Incumbent Board
                  at the time of the execution of the initial agreement or
                  action of the Board providing for such sale or other
                  disposition of assets of the Company.

         D.       "Date of Award" means September 15, 2003.

         E.       "Period of Restriction" means with respect to the
                  Restricted Shares, the period of time between the
                  Date of Award and the date that the Risk of
                  Forfeiture lapses as set forth in Section 4 of this
                  Agreement.

         F.       "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.

         G.       "Risk of Forfeiture" mean the possibility that the
                  Restricted Shares may be forfeited back to the
                  Company as provided for in Section 3.

         Section 2. Award. Subject to the terms of this Agreement, effective
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as of the Date of Award, the Company awards to the Executive an aggregate of
3,000 Restricted Shares, subject to the Risk of Forfeiture set forth in
Section 3 and the limitations on transfer set forth in Section 5.

         Section 3. Risk of Forfeiture on Restricted Shares Upon Termination
                    --------------------------------------------------------
of Employment during Period of Restriction. If the Executive shall cease to
------------------------------------------
be employed by the Company during the Period of Restriction, the Executive
shall immediately forfeit to the Company all Restricted Shares that have not
previously vested as provided in Section 4, without any consideration paid
to Executive, and, thereafter, the Executive shall have no further rights
with respect to such Restricted Shares (hereinafter referred to herein as
the "Risk of Forfeiture").

         Section 4. Lapse in Period of Restriction. If the Executive shall
                    ------------------------------
have been continuously employed by the Company from the Date of Award
through September 15, 2004, the Period of Restriction shall lapse and the
Risk of Forfeiture shall no longer be applicable as to 1,000 of the

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Restricted Shares. If the Executive shall have been continuously employed by
the Company from the Date of the Award through September 15, 2005, the
Period of Restriction shall lapse and the Risk of Forfeiture shall no longer
be applicable as to an additional 1,000 of the Restricted Shares. If the
Executive shall have been continuously employed by the Company from the Date
of the Award through September 15, 2006, the Period of Restriction shall
lapse and the Period of Restriction shall lapse and the Risk of Forfeiture
shall no longer be applicable as to the balance of the 1,000 Restricted
Shares. The Period of Restriction will also lapse with respect to all
Restricted Shares then held by the Executive to which the Risk of Forfeiture
is still applicable upon the occurrence of a Change in Control.

         Section 5. Limitations on Transfer during Period of Restriction.
                    ----------------------------------------------------
Restricted Shares may not be sold, assigned, transferred, exchanged,
pledged, hypothecated, or otherwise encumbered during the Period of
Restriction, and no such sale, assignment, transfer, exchange, pledge,
hypothecation, or encumbrance, whether made or created by voluntary act of
the Executive or of any agent of the Executive 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 during the Period of Restriction.

         Section 6. Shareholder Rights during Period of Restriction. Unless
                    -----------------------------------------------
and until the Restricted Shares are forfeited as set forth in Section 3
hereof, the Executive 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, during the Period of
Restriction.

         Section 7. Legend. Each certificate evidencing the Restricted
                    ------
Shares shall bear a legend referring to this Agreement and the fact that
such Restricted Shares are subject to the Risk of Forfeiture through the
Period of Restriction. Such legend referred to in this Section 7 shall read
as follows:

         THE SALE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY
         THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION
         OF LAW, IS SUBJECT TO A RISK OF FORFEITURE AND CERTAIN
         RESTRICTIONS, INCLUDING LIMITATIONS ON TRANSFER, AS SET FORTH IN A
         RESTRICTED STOCK AGREEMENT DATED SEPTEMBER 15, 2003. A COPY OF THE
         RESTRICTED STOCK AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF
         ANGELICA CORPORATION.

         The Company shall cause certificates without such legend to be
issued for any of the Restricted Shares as and when the Period of
Restriction lapses. The Executive agrees upon request of the Company to
deliver to the Company for cancellation any certificate which represents
Restricted Shares that have been forfeited.

         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


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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 the
Executive 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 Executive to pay to the Company any amounts
required to be withheld by the Company in respect of any Federal, estate or
local taxes in respect of the Restricted Shares or any compensation under
this Agreement.

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

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

                            ANGELICA CORPORATION



                            By:  /s/ Steven L. Frey
                               -------------------------------------
                               Steven L. Frey
                               Vice President, General Counsel and
                               Secretary

                            EXECUTIVE

                            /s/ Stephen M. O'Hara
                            ----------------------------------------
                            Stephen M. O'Hara

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