Exhibit 10.3


    
      

    

     

    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 2006 - 2008 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 January 29, 2006.

              


      

      


      
        	 	
                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, or if, at any time during the initial eighteen (18)
        months of the Performance Period, Employee shall cease to be employed by
        the
        Company due to a termination by the Company without cause, 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 occurred
        by
        reason of Employee’s death, Disability, or retirement on or after attaining age
        65, or if, during the final eighteen (18) months of the Performance Period
        Employee’s employment with the Company terminates and such termination 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

            
Chief
        Executive Officer

      


      


      EMPLOYEE

      


      


      _______________________________________

      


      Printed
        Name: ____________________________

      


      


      
 

       

       

      -
        5
        -