Exhibit 10.2


    
      

    

     

    Exhibit
      10.2

    

      ANGELICA
        CORPORATION

      2004
        EQUITY INCENTIVE PLAN

      FOR
        NON-EMPLOYEE DIRECTORS

      (as
        amended April 4, 2006)

      


      


      1. Purpose
        and Nature of Plan.
        The
        purpose of this 2004 Equity Incentive Plan for Non-Employee Directors of
        Angelica Corporation (the “Plan”) is to attract and retain Non-Employee
        Directors of Angelica Corporation (the “Company”) and to solidify the common
        interest of Directors and shareholders in enhancing the value of the Company’s
        common stock.

      


      2. Definitions.
        The
        following terms as used in this Plan shall have the meanings ascribed to
        them
        below:

      


      (a) Award
        means an
        option, shares of Restricted Stock or purchased Stock, or Stock Units granted
        to
        an Eligible Director pursuant to the terms of this Plan.

      


      (b) Award
        Agreement
        means,
        in the case of an option, a Stock Option Agreement; in the case of a grant
        of
        Restricted Stock, a Restricted Stock Agreement; and in the case of a grant
        of
        Stock Units, a Stock Unit Agreement.

      


      (c) Board
        shall
        mean the Board of Directors of the Company.

      


      (d) Change
        of Control
        means
        any one of the following: 

      


       (i)
        the
        acquisition by any individual, entity or group, or a Person (within the meaning
        of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
        amended (the “Exchange Act”) of ownership of 20% or 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”);

      


          (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 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 14a-11 of Regulation 14A promulgated under the Exchange
        Act) or other actual or threatened solicitation of proxies or consents by
        or on
        behalf of a Person other than the Board;


      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Angelica
              Corporation

            2004
              Equity Incentive Plan for Non-Employee Directors

            
              

              

            

             

          

        

      


      


      (iii)
        approval by the stockholders of the Company of a reorganization, merger or
        consolidation, in each case, unless, following such reorganization, merger
        or
        consolidation, (a) 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 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, (b) 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
        (c) 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 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 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.

      


      (e) Eligible
        Director
        shall
        have the meaning set forth in Section 4.


      
        
          
          

        

        
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              Angelica
                Corporation

              2004
                Equity Incentive Plan for Non-Employee Directors

              
                

                

              

               

            

          

        

      


      (f) Fair
        Market Value
        of a
        share of Stock shall mean the fair market value of one share of Stock as
        of a
        particular day, which shall be the average of the high and low prices per
        share
        of Stock on the New York Stock Exchange on that day, or, if such day is not
        a
        trading day, the last preceding trading day.

      


      (g) Restricted
        Stock
        is Stock
        issued under the terms of this Plan pursuant to Section 6 herein and which
        is
        subject to the restrictions set forth in Section 6 herein or in any Restricted
        Stock Agreement that evidences such grant for so long as such restrictions
        continue to apply to such Stock.

      


      (h) Retainer
        means
        the retainer compensation paid to an individual by the Company for such
        individual’s services as a Director, which retainer is payable without regard to
        actual attendance at meetings of the Board or its Committees.

      


      (i) Retainer
        Date
        means
        the date on which a Retainer payment is payable to a Director by the Company,
        which shall be the date of the first regularly scheduled meeting of the Board
        after May 1 in each year.

      


      (j) Stock
        shall
        mean common stock, $1.00 par value, of the Company. 

      


      (k) Stock
        Purchases
        mean the
        issuance of Stock purchased pursuant to the terms and conditions of Section
        9
        herein.

      


      (l) Stock
        Unit shall
        mean the right to receive a share of Stock from the Company at a designated
        time
        in the future (provided such Stock Unit is vested at such time) which is
        granted
        to an Eligible Director pursuant to Section 8 herein and which is subject
        to the
        restrictions set forth in Section 8 herein or in any Stock Unit Agreement
        that
        evidences such right. The participant does not have the rights of a shareholder
        until receipt of the Stock. 

      


      3. Administration.
        The
        Plan shall be administered by the Compensation and Organization Committee
        of the
        Board. Subject to the provisions of the Plan, the Committee shall be authorized
        to interpret the Plan, to establish, amend, and rescind any rules and
        regulations relating to the Plan, and to make all other determinations necessary
        or advisable for the administration of the Plan. The determination of the
        Committee in the administration of the Plan shall be conclusive and binding
        upon
        all persons including, without limitation, the Company and Eligible Directors
        granted benefits under the Plan. The Secretary of the Company shall be
        authorized to implement the Plan in accordance with its terms and to take
        such
        actions of a ministerial nature as shall be necessary to effectuate the intent
        and purposes of the Plan. The validity, construction, and effect of the Plan
        shall be determined in accordance with the laws of the State of
        Missouri.


      
        
          
          

        

        
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              Angelica
                Corporation

              2004
                Equity Incentive Plan for Non-Employee Directors

              
                

                

              

               

            

          

        

      


      4. Participation
        in the Plan.
        A
        member of the Board who is not an employee of the Company or any affiliate
        of
        the Company at the time of the grant (“Eligible Director”) shall be eligible to
        participate in the Plan.

      


      5. Shares
        Subject to the Plan.
        Subject
        to adjustment as provided in Section 10, an aggregate of One Hundred Thousand
        (100,000) shares of Stock shall be available for issuance under the Plan.
        The
        shares of Stock issued under the Plan may be made available from authorized
        but
        unissued shares or shares reacquired by the Company, including shares purchased
        in the open market or in private transactions. To the extent that any Award
        granted under the Plan terminates, expires or is cancelled without having
        been
        exercised, the shares covered by such Award shall again be available for
        grant
        under this Plan.

      


      6. Restricted
        Stock.
        The
        Committee may grant shares of Restricted Stock pursuant to this Plan. Each
        grant
        of shares of Restricted Stock shall be evidenced by a Restricted Stock Agreement
        containing such restrictions, terms and conditions as the Committee deems
        appropriate, provided that such restrictions, terms and conditions are not
        inconsistent with this Section 6. The grant date of a Restricted Stock Award
        shall be the date designated by the Committee and specified in the Restricted
        Stock Agreement. Each Restricted Stock Agreement shall indicate the date
        or
        conditions under which the shares of Restricted Stock shall become vested;
        provided that all shares of Restricted Stock shall become vested immediately
        upon a Change of Control. 

      


      An
        Eligible Director shall receive an initial Award of 400 shares of Restricted
        Stock at the time such individual first becomes an Eligible Director on or
        after
        the effective date of this Plan; provided that a Director who received an
        initial grant under the Company’s 1994 Non-Employee Directors Stock Plan shall
        not be eligible for an initial Award under this Plan.

      


      7. Stock
        Options.
        The
        Committee may grant options to purchase Stock under the Plan. All options
        granted under the Plan shall be non-statutory options not intended to qualify
        under Section 422 of the Internal Revenue Code of 1986, as amended. No option
        shall be granted at less than the Fair Market Value of the shares on the
        date
        the options are granted. Each option granted under this Plan shall be evidenced
        by a written Stock Option Agreement in such form as the Committee shall from
        time to time approve, which agreement shall include such terms and conditions
        as
        may be established by the Committee from time to time in its sole discretion.
        All options shall be exercisable immediately upon a Change of Control. The
        option purchase price may be paid (a) by payment in cash or cash equivalent;
        (b)
        in the discretion of the Committee, by the delivery of shares of Stock already
        owned by the Eligible Director for at least six months; (c) in the discretion
        of
        the Committee, by using shares of Stock that would otherwise have been received
        by the Eligible Director upon exercise of the option (which method may be
        restricted to a cashless exercise procedure involving a broker or dealer);
        or
        (d) in the discretion of the Committee, by a combination of any of the
        foregoing, in the manner and subject to the restrictions provided in the
        Stock
        Option Agreement.


      
        
          
          

        

        
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              Angelica
                Corporation

              2004
                Equity Incentive Plan for Non-Employee Directors

              
                

                

              

               

            

          

        

      


      8. Stock
        Units.
        The
        Committee may grant Stock Units pursuant to this Plan. Each grant of Stock
        Units
        shall be evidenced by a Stock Unit Agreement containing such restrictions,
        terms
        and conditions as the Committee deems appropriate, provided that such
        restrictions, terms and conditions are not inconsistent with this Section
        8.
        Stock Unit Agreements may, in the discretion of the Committee, provide for
        payments in cash, or adjustment in the number of Stock Units, equivalent
        to the
        dividends the Eligible Director would have received if the Eligible Director
        had
        been the owner of shares of Stock rather than Stock Units.

      


      (a) Grant
        Date.
        The
        grant date of a Stock Unit shall be the date designated by the Committee
        and
        specified in the Stock Unit Agreement as the date the Stock Unit is
        granted.

      


      (b) Vesting
        Date of Stock Units.
        Each
        Stock Unit Agreement shall indicate the date or conditions under which such
        Stock Units shall become vested. Upon a Change of Control, all Stock Units
        then
        outstanding shall immediately vest.

      


      (c) Issuance
        of Certificates for Stock.
        As soon
        as practical after the time stated in the Stock Unit Agreement, shares of
        Stock
        equal to the number of vested Stock Units reflected in the applicable Stock
        Unit
        Agreement shall be distributed to the Eligible Director (or the beneficiary(ies)
        or personal representative of a deceased Eligible Director). Distributions
        shall
        be made in shares of Stock, with fractional shares rounded down to the nearest
        whole share.

      


      (d) Rights
        as Shareholders. An
        Eligible Director will not have any shareholder rights, such as rights to
        vote
        or to receive dividends or other distributions, with respect to any Stock
        Units.

      


      9. Stock
        Purchases.
        As of
        each Retainer Date, each Eligible Director whose term as a Director of the
        Company shall continue thereafter, shall be required to purchase that number
        of
        whole shares of Stock as can be purchased with one hundred percent (100%)
        of
        such Eligible Director’s Retainer due and payable on such Retainer Date at the
        Fair Market Value on such date. In the event an Eligible Director is appointed
        to the Board between Retainer Dates, such Eligible Director shall receive
        in
        full payment of his or her Retainer for such partial year the number of whole
        shares of Stock equal to the product of (i) the number of shares of Stock
        that
        would have been purchased for the Eligible Director on the immediately preceding
        Retainer Date and (ii) the number of whole months from the date of such Eligible
        Director’s appointment to the Board to the next following Retainer Date divided
        by twelve. The Stock so purchased will be issued in the name of the Eligible
        Director. Any balance of a Retainer due and owing to the Eligible Director
        shall
        be paid in cash as soon as is practicable after the Retainer Date. Such Stock
        shall be subject to the following terms and conditions:

      


      (a) Dividend
        and Voting Rights.
        Each
        Eligible Director shall have full dividend and voting rights with respect
        to
        Stock issued to him or her pursuant to this Section 9.


      
        
          
          

        

        
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              Angelica
                Corporation

              2004
                Equity Incentive Plan for Non-Employee Directors

              
                

                

              

               

            

          

        

      


      (b) Transfer
        Restrictions.
        Except
        as provided in this Section 9(b) and Section 11, Stock issued pursuant to
        this
        Section 9 may not be sold or transferred (including, without restrictions,
        transfer by gift or donation) prior to the third anniversary of the date
        of
        purchase of such Stock (the “Period of Restriction”). A legend referring to the
        foregoing restriction shall be placed on all Stock certificates.

      


      (i) Exercise
        of Options.
        An
        Eligible Director who holds an option which is exercisable under the Company’s
        1994 Non-Employee Directors Stock Plan or this Plan may elect, on forms provided
        for the purpose by the Administrator, to have a certain number of the shares
        of
        Stock purchased pursuant to this Section 9 which are not then subject to
        forfeiture as provided in Section 9(b)(ii) issued in his name in certificate
        form and delivered to the Administrator for the purpose of being surrendered
        in
        connection with the payment of the exercise price of such option. Following
        such
        exercise, the Administrator shall receive a number of shares issued pursuant
        to
        such option exercise (“Option Shares”) equal to the number of shares of
        purchased Stock delivered in payment of the exercise price, and shall deliver
        or
        cause to be delivered to the Eligible Director the balance of the Stock issued
        pursuant to such option exercise. The Administrator shall hold the number
        of
        option shares equal to the number of shares delivered in payment of the exercise
        price subject to the same terms and conditions as apply to Stock purchased
        pursuant to this Section 9, and references herein to Stock shall include
        such
        option shares, if any, held by the Administrator for the same Eligible
        Director.

      


      (ii) Termination
        of Service as a Director.
        Except
        as otherwise provided in this Section 9(b)(ii), when an Eligible Director’s
        service as a Director terminates for any reason prior to the expiration of
        the
        applicable Period of Restriction, the Period of Restriction applicable to
        all of
        the Stock purchased by the Eligible Director pursuant to this Section 9 shall
        terminate automatically. If an Eligible Director resigns as a Director of
        the
        Company prior to serving a full ten calendar months subsequent to any Retainer
        Date after which the Eligible Director’s Retainer has been used to purchase
        Stock, a number of shares of Stock equal to one-tenth of the total number
        of
        shares purchased by the Eligible Director with such Eligible Director’s Retainer
        after the most recent Retainer Date will be forfeited for each month less
        than
        ten that such Eligible Director serves as a Director of the Company after
        such
        Retainer Date. Notwithstanding the preceding, no forfeiture shall occur if
        such
        Director’s resignation occurs on or after a Change of Control.

      


      (c) Delivery
        of Certificates.
        Shares
        purchased by Eligible Directors pursuant to this Section 9 shall be held
        in
        escrow by the Company or by an agent designated by the Company, so long as
        the
        transfer restrictions set forth in Section 9(b) remain in effect with respect
        to
        such Stock. Certificates for such shares shall be released from
        escrow,


      
        
          
          

        

        
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              Angelica
                Corporation

              2004
                Equity Incentive Plan for Non-Employee Directors

              
                

                

              

               

            

          

        

      


      reissued
        without the applicable restrictive legend, and delivered to the Eligible
        Director in whose name the shares are registered promptly upon the termination
        of the Period of Restriction with respect to such shares.

      


      (d) Additional
        Securities.
        Any new
        or additional shares or other securities to which an Eligible Director becomes
        entitled during the Period of Restriction due to a stock dividend, stock
        split,
        recapitalization, merger or other event involving the shares purchased pursuant
        to this Section 9 shall be subject to all of the terms and conditions of
        this
        Section 9 during the remaining term of the Period of Restriction on the
        underlying shares. Notwithstanding the preceding, shares of capital stock
        of a
        subsidiary of the Company which are issued as a dividend by the Company in
        connection with the spin-off or split-off of such subsidiary from the Company
        will not be subject to any of the restrictions set forth in this Section
        9 and
        the certificates representing such shares shall be immediately issuable to
        the
        Eligible Director.

      


      10. Adjustment
        Upon Changes in Stock.
        If
        there shall be any change in the Stock subject to the Plan by reason of merger,
        consolidation, reorganization, recapitalization, stock dividend, stock split,
        exchange of stock or other change in the corporate structure, appropriate
        adjustments shall be made to the aggregate number and kind of shares of Stock
        or
        other securities subject to the Plan, to Plan Awards, to the purchase price
        of
        outstanding options, and to other terms of the Plan or Awards, as the Committee
        determines to reflect such changes.

      


      11. Nontransferability.
        An
        Eligible Director may not sell, transfer, pledge or otherwise dispose of
        or
        encumber his or her Restricted Stock, Stock Units, or Stock Purchases as
        to
        which the Period of Restriction has not yet expired (other than by will or
        by
        the laws of descent and distribution). Each option and all rights thereunder
        shall be non-assignable and non-transferable other than by will or the laws
        of
        descent and distribution and shall be exercisable during the holder’s lifetime
        only by the holder or the holder’s guardian or legal representative; provided,
        however, options granted under the Plan may be transferred, without
        consideration, to a Permitted Transferee (as defined below). In the event
        of the
        death of an Eligible Director, exercise or payment shall be made
        only:

      


      (a) By
        or to
        the Permitted Transferee, executor or administrator of the estate of the
        deceased Eligible Director or the person or persons to whom the deceased
        Eligible Director’s rights under the benefit shall pass by will or the laws of
        descent and distribution; and

      


      (b) To
        the
        extent that the deceased Eligible Director or the Permitted Transferee, as
        the
        case may be, was entitled thereto at the date of his death.

      


      For
        purposes of this Section, “Permitted Transferee” shall include (i) one or more
        members of the Eligible Director’s family, (ii) one or more trusts for the
        benefit of the Eligible Director and/or one or more members of the Eligible
        Director’s family, or (iii) one or more partnerships (general or limited),
        corporations, limited liability companies or other entities in which
        the


      
        
          
          

        

        
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              Angelica
                Corporation

              2004
                Equity Incentive Plan for Non-Employee Directors

              
                

                

              

               

            

          

        

      


      aggregate
        interests of the Eligible Director and members of the Eligible Director’s family
        exceed 80% of all interests. For this purpose, the Eligible Director’s family
        shall include only the Eligible Director’s spouse, children and
        grandchildren.

      


      12. Beneficiary.
        An
        Eligible Director may designate one or more persons (concurrently, contingently
        or successively) to whom Restricted Stock, Stock Units, or Purchased Stock
        will
        be distributed and by whom stock options will be exercisable if the Eligible
        Director dies before receiving complete payment of such amounts. Any such
        designation must be made on a form acceptable to the Company for this purpose,
        will be effective on the date received by the Company and may be revoked
        by the
        Eligible Director by a subsequent written designation delivered to the Company
        while the Eligible Director is alive. If the Eligible Director fails to
        designate a beneficiary or if no designated beneficiary survives the Eligible
        Director, then any such benefit shall be transferred to the Eligible Director’s
        estate.

      


      13. Limitation
        of Rights.

      


      (a) No
        Right to Continue as a Director.
        Neither
        the Plan, nor the granting of an Award or any other action taken pursuant
        to the
        Plan, shall constitute or be evidence of any agreement or understanding,
        express
        or implied, that the Eligible Director has a right to continue as a director
        for
        any period of time, or at any particular rate of compensation.

      


      (b) No
        Shareholders’ Rights for Options or Stock Units.
        Except
        with respect to adjustments upon changes in the Stock as set forth in this
        Plan,
        an Eligible Director shall have no rights as a shareholder with respect to
        the
        shares covered by options or Stock Units granted hereunder until the date
        of the
        issuance of a stock certificate therefor.

      


      14. Effective
        Date and Duration of Plan.
        The
        Plan shall become effective immediately following approval by the shareholders
        of the Company. The period during which Awards shall be made under the Plan
        shall terminate on January 27, 2014 or action by written consent of shareholders
        at which the Plan was approved (unless the Plan is extended or terminated
        at an
        earlier date by shareholders) but such termination shall not affect the terms
        of
        any then outstanding Award.

      


      15. Amendment,
        Suspension or Termination of the Plan.
        The
        Board may suspend or terminate the Plan or revise or amend it in any respect
        whatsoever; provided, however, that to the extent necessary to comply with
        or
        get an exemption from any provision of the Code, including regulations
        thereunder, the Securities Exchange Act of 1934, as amended, or any listing
        agency, approval of the shareholders will be required for any revision or
        amendment that shall change the selection or eligibility of Eligible Directors,
        the number of shares of Stock subject to Awards or any purchase price
        thereunder, or materially increase the benefits accruing to Eligible Directors
        under the Plan.


      
        
          
          

        

        
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              Angelica
                Corporation

              2004
                Equity Incentive Plan for Non-Employee Directors

              
                

                

              

               

            

          

        

      


      16. Notice.
        Any
        written notice to the Company required by any of the provisions of this Plan
        shall be addressed to the Secretary of the Company and shall become effective
        when it is received.

      


      17. Use
        of Proceeds.
        Proceeds from the sale of Stock pursuant to options granted under the Plan
        and
        pursuant to Stock purchased under Section 9 of the Plan shall constitute
        general
        funds of the Company.

      


      


      


    

     

     

     

     

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