Exhibit
10.31
 
 **ANGELICA
CORPORATION**
 
 
 **AMENDED
AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT**
 
 
 Angelica
Corporation, a Missouri corporation (the “Company”), and the person designated
in Section 1 below (the “Optionee”) hereby agree as follows:
 
 Section
1. Basic Terms.
 
 Name
      of Optionee:
    Stephen
      M. O’HaraSocial
      Security Number of Optionee:Number
      of Shares Subject to Option:
    50,000Option
      Price/Base Price Per Share:
    $30.00Grant
      Date of Option:
    September
      15, 2003Expiration
      Date of Option:
    September
      15, 2013
 Exercisability:
The Option shall become immediately exercisable with respect to all shares
subject to the Option effective January 27, 2005.
 
 **Section
2. Entire Agreement** **.**
This Amended Agreement consists of the provisions set forth on this cover page
and the further provisions set forth on the following pages. The Optionee
represents that he has read and understood such further provisions, which are
binding on the parties as if set forth on this cover page.
 
 IN
WITNESS WHEREOF, the parties have executed this Amended and Restated
Nonqualified Stock Option Agreement in duplicate as of January 27,
2005.
 
 ANGELICA
CORPORATION
  By/s/
      Kelvin R.
      Westbrook
    /s/
      Stephen M.
      O’HaraChairman
      of the Compensation and
    Optioneeand
      Organization Committee
  
  
 **ANGELICA
CORPORATION**
 
 **AMENDED
AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT**
 
 
 This
Amended and Restated Stock Option Agreement (this “Amended Agreement”), along
with its cover page, represents the agreement regarding the grant of a stock
option (the “Option”) by and between the Company and the Optionee pursuant to
that certain Employment Agreement dated September 15, 2003 by and between the
Company and the Optionee. The Amended Agreement supersedes and replaces the
Nonqualified Stock Option Agreement dated as of September 15, 2003 for 50,000
shares granted at an exercise price of $30.00 per share, in its
entirety.
 
 **1.**
    **GRANT
      OF OPTION.**The Company hereby grants to the Optionee the right, privilege and option
      to purchase the number of shares of common stock, $1.00 par value per
      share (the “Common Stock”), of the Company at a price per share, both as
      reflected in the cover page, in the manner and subject to the conditions
      provided herein. The Option is not intended to be an Incentive Stock
      Option, as defined in Section 422 of the Internal Revenue Code of 1986, as
      amended, with respect to any shares subject
hereto.
 
 **2.**
    **TIME
      OF EXERCISE OF OPTION.**The Option shall become exercisable as provided on the cover page, except
      all options granted to Optionee under the Agreement that are not then
      exercisable shall become immediately exercisable upon the occurrence of a
      Change in Control. The Option will become exercisable only to the extent
      that the Optionee is employed by the Company on such date. Once
      exercisable, the Option shall remain exercisable until such Option
      terminates pursuant to Section 4 of this Agreement.
 
 For
purposes of this Agreement, a “Change in Control” means:
 
 (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 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”); or
 
 (ii)
individuals who, as 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 l4a-11 of Regulation l4A
promulgated under
  - 2
-
  the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or
 
 (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)  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 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 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.
  - 3
-
 **3.**
    **METHOD
      OF EXERCISE OF OPTION.**The Option shall be exercisable in whole or in part to the extent then
      exercisable by written notice delivered to the Office of General Counsel
      of the Company stating the number of shares with respect to which the
      Option is being exercised, accompanied by payment (i) by check or, in the
      discretion of the Compensation and Organization Committee, by either (ii)
      the delivery to the Company of shares of Common Stock then owned by the
      Optionee having a fair market value equal to the exercise price of all
      shares of Common Stock subject to such exercise or (iii) by any
      combination of cash and stock.

**4.**
    **TERMINATION OF
      OPTION.**The Option, to the extent exercisable on the date that the Optionee ceases
      to be an employee of the Company, shall terminate in all events on the
      earliest to occur of the
following:
 
 (i)
    the
      Expiration Date specified in the cover page;
or
 
 (ii)
    three
      months after the date on which the Optionee ceases to be an employee of
      the Company for any reason other than death, retirement or disability;
      or
 
 (iii)
    twelve
      months after the date on which the Optionee ceases to be an employee of
      the Company due to death; or
 
 (iv)
    twelve
      months after the date on which the Optionee ceases to be an employee of
      the Company due to retirement or disability, provided, however, that, if
      the Optionee dies within the twelve-month period after his or her
      termination of employment due to retirement or disability, then three
      months after his death or the remainder of the twelve-month period,
      whichever is longer.
  **5.**
    **NON-TRANSFERABILITY
      OF OPTION.**The Option is non-transferable by the Optionee except by will or the laws
      of descent and distribution or pursuant to a Qualified Domestic Relations
      Order (as defined in Section 206(d)(3) of the Employee Retirement Income
      Security Act of 1974, as amended, and the rules promulgated thereunder) or
      to a Permissible Transferee, and shall be exercisable during the
      Optionee’s lifetime only by the Optionee or by a Permissible Transferee.
      In the event of the Optionee’s death, a Permissible Transferee or the
      executor or administrator of the Optionee’s estate, as applicable, may
      exercise the Option. For purposes of this Agreement, a “Permissible
      Transferee” is (i) one or more members of the Optionee’s family, (ii) one
      or more trusts for the benefit of the Optionee and/or one or more members
      of the Optionee’s family, or (iii) one or more partnerships (general or
      limited), corporations, limited liability companies or other entities in
      which the aggregate interests of the Optionee and members of the
      Optionee’s immediate family exceed 80 percent of all interests. The
      Optionee’s immediate family for this purpose includes only the Optionee’s
      spouse, children and
grandchildren.

**6.**
    **ADJUSTMENTS UPON CHANGES IN
      CAPITALIZATION, ETC.**If
      the Company shall at any time change the number of issued shares of Common
      Stock without new consideration to the Company (such as by stock dividends
      or stock splits), there shall be a corresponding adjustment as to the
      number of shares covered under the Option and in the purchase price per
      share, to the end that the Optionee shall retain the Optionee’s
      proportionate interest without change in the total purchase price under
      the Option.
 - 4
-