Unassociated Document


    
      

    

    Exhibit
      10.32

    
 

    ANGELICA
      CORPORATION

    EMPLOYMENT
      AGREEMENT

    


    


    This
      agreement (‘‘Agreement’’) has been entered into this 27th day of November, 2006,
      by and between Angelica Corporation, a Missouri corporation (the “Company”), and
      John Olbrych, an individual (the “Executive”).

    


    WHEREAS,
      the
      Board of Directors of the Company has determined that it is in the best
      interests of the Company and its stockholders to employ executive as Chief
      Administrative Officer as of the Employment Start Date (as defined below) and,
      additionally, as Senior Vice President as of the Effective Date (as defined
      below); and

    


    WHEREAS,
      this
      Agreement contains the terms and conditions that have been negotiated by the
      Company and the Executive as an inducement to the Executive to accept employment
      by the Company;

    


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

     

    Section
      1: Definitions
      and Construction.

    


    1.1 Definitions.
      For
      purposes of this Agreement, the following words and phrases, whether or not
      capitalized, shall have the meanings specified below, unless the context plainly
      requires a different meaning.

    


    1.1(a) “Accrued
      Obligations”
      has the
      meaning set forth in Section 4.1(a) of this Agreement.

    


    1.1(b) “Annual
      Base Salary” has
      the
      meaning set forth in Section 2.3(a) of this Agreement.

    


    1.1(c) “Board”
      means
      the Board of Directors of the Company.

    


    1.1(d) “Cause”
      has
      the
      meaning set forth in Section 3.3 of this Agreement.

    


    1.1(e) “Company”
      has
      the
      meaning set forth in the first paragraph of this Agreement and, with regard
      to
      successors, in Section 6.2 of this Agreement.

    


    1.1(f) “Code”
      shall
      mean the Internal Revenue Code of 1986, as amended.

    


    1.1(g) “Date
      of Termination”
      has the
      meaning set forth in Section 3.6 of this Agreement.

     

    1.1(h) “Disability”
      has the
      meaning set forth in Section 3.2 of this Agreement.

     

    1.1(i) “Disability
      Effective Date” has
      the
      meaning set forth in Section 3.2 of this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.1(j) “Effective
      Date”
      means
      December 8, 2006.

    


    1.1(k) “Employment
      Period”
      means
      the period beginning on the Employment Start Date and ending on the Date of
      Termination.

    


    1.1(l) “Employment
      Start Date”
      means
      November 27, 2006.

     

    1.1(m) “Grant
      Date” has
      the
      meaning set forth in section 2.3(d) of this Agreement.

    


    1.1(n) “Long-Term
      Bonus”
      has the
      meaning set forth in Section 2.3(c) of this Agreement.

     

    1.1(o) “Notice
      of Termination”
      has the
      meaning set forth in Section 3.5 of this Agreement.

     

    1.1(p) “Other
      Benefits” has
      the
      meaning set forth in Section 4.1(d) of this Agreement.

     

    1.2 Gender
      and Number.
      When
      appropriate, pronouns in this Agreement used in the masculine gender include
      the
      feminine gender, words in the singular include the plural, and words in the
      plural include the singular.

    


    1.3 Headings.
      All
      headings in this Agreement are included solely for ease of reference and do
      not
      bear on the interpretation of the text. Accordingly, as used in this Agreement,
      the terms “Article” and “Section” mean the text that accompanies the specified
      Article or Section of the Agreement.

    


    1.4 Applicable
      Law; Venue.
      This
      Agreement is executed, entered into, and accepted in the State of Missouri,
      and
      shall be governed by and construed in accordance with the laws of the State
      of
      Missouri, without reference to its conflict of law principles. In any lawsuit
      to
      enforce or assert rights for a breach of this Agreement, venue shall be proper
      in the St. Louis County Circuit Court, and the federal district court in St.
      Louis, Missouri (if federal jurisdiction exists), and neither party may claim
      that such forum is inconvenient or not the most convenient forum, or that it
      otherwise is not a proper forum to decide the claims asserted. 

    


    Section
      2: Terms
      and Conditions of Employment.

    


    2.1 Period
      of Employment.
      The
      Executive shall remain in the employ of the Company throughout the Employment
      Period in accordance with the terms and provisions of this Agreement. Either
      party to this Agreement may terminate the Employment Period (and the Executive’s
      employment with the Company) at any time by giving the other party a Notice
      of
      Termination, subject only to the obligation of the Company to pay the benefits
      to the Executive as and under the conditions specified in Section 4 of this
      Agreement. The term of this Agreement shall begin as of the Effective Date
      and
      shall end on the Date of Termination and shall accordingly be for no definite
      term or duration.

    
 

    
      
        
        

      

      
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    2.2 Positions
      and Duties.

     

    2.2(a) From
      and
      after the Employment Start Date, the Executive shall serve as Chief
      Administrative Officer of the Company, and additionally, from and after the
      Effective Date, the Executive shall serve as a Senior Vice President of the
      Company. Throughout the Employment Period, the Executive shall perform his
      duties subject to the reasonable directions of the Chief Executive Officer
      of
      the Company and the Board, and in such capacities shall perform such executive
      and administrative duties as may be assigned to Executive from time to time
      by
      the Chief Executive Officer or the Board. The Executive shall have such
      authority and shall perform such duties as are specified in or contemplated
      by
      the Bylaws of the Company for the offices to which he has been appointed and
      shall so serve subject to the control exercised by the Chief Executive Officer
      of the Company and the Board from time to time. The Executive will comply with
      all policies of the Company in effect from time to time. 

     

    2.2(b) Throughout
      the Employment Period (but excluding any periods of vacation and sick leave
      to
      which the Executive is entitled), the Executive shall devote reasonable
      attention and time during normal business hours to the business and affairs
      of
      the Company and shall use his reasonable best efforts to perform faithfully
      and
      efficiently such responsibilities as are assigned to him under or in accordance
      with this Agreement; provided that, it shall not be a violation of this Section
      2.2(b) for the Executive to (i) serve on corporate, civic or charitable
      boards or committees, (ii) deliver lectures or fulfill speaking
      engagements, or (iii) manage personal investments, so long as such
      activities do not significantly interfere with the performance of the
      Executive's responsibilities as an employee of the Company in accordance with
      this Agreement or violate the Company's conflict of interest policy as is in
      effect at such times.

     

    2.3 Compensation.

     

    2.3(a) Annual
      Base Salary.
      The
      Executive will be compensated on a salaried basis at an annual rate of pay
      (“Annual Base Salary”) of Two Hundred Fifty Thousand Dollars ($250,000.00),
      which shall be paid in equal or substantially equal monthly, semi-monthly or
      bi-weekly instalments in accordance with the Company’s payroll practices in
      effect from time to time for executives generally. During the Employment Period,
      the Annual Base Salary shall be reviewed by the Board and/or the Compensation
      and Organization Committee at least annually following the conclusion of the
      current fiscal year (with the first such review taking place not later than
      at
      the conclusion of the Company’s fiscal year 2007), and may be increased at the
      discretion of the Board or the Compensation and Organization Committee of the
      Board. If the Annual Base Salary is increased, then the increased rate of
      compensation shall constitute the Annual Base Salary. The Annual Base Salary
      may
      be reduced with the consent of the Executive. 

     

    2.3(b) Annual
      Short Term Incentive Bonus.
      Beginning with the 2007 fiscal year of the Company, during the Employment
      Period, the Executive will be eligible to participate in the Company’s short
      term incentive compensation program and be eligible to earn under and upon
      the
      terms of that plan an incentive award of up to 100% of Annual Base Salary based
      on performance criteria established by the Board or its Compensation and
      Organization Committee, with a target bonus equal to at least 50% of Annual
      Base
      Salary. 

     

    
      
        
        

      

      
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    2.3(c) Long-Term
      Incentive Plan Awards. Beginning
      with the 2007 fiscal year of the Company, during the Employment Period Executive
      will be eligible to participate in the Company’s Long Term Incentive Program
      (“LTIP”) at fifty percent (50%) of Annual Base Salary in accordance with the
      terms of the LTIP as in effect from time to time (the “Long Term Bonus”) and be
      eligible to earn under and upon the terms of the LTIP as in effect from time
      to
      time a Long Term Bonus based on performance criteria established by the Board
      or
      its Compensation and Organization Committee. 

     

    2.3(d)
       Initial
      Stock Option Grant.
      As of
      the Employment Start Date (the “Grant Date”), Executive shall receive an
      non-qualified stock option grant under and upon the terms of the Company’s 1999
      Performance Plan of a total of 75,000 shares of the Company’s stock. Unless
      earlier forfeited or exercised, these options will expire ten (10) years
      following the Grant Date. These options will be priced as follows: 25,000
      options will be priced at the average market share price as of the Grant Date;
      25,000 options will be priced at 110% of the average market share price as
      of
      the Grant Date; and 25,000 options will be priced at 120% of the average market
      share price as of the Grant Date. These options will vest during the Employment
      Period as follows: (1) 25% of each set of options (i.e. 6,250 of the options
      priced at the average market share price on the Grant Date, 6,250 of the options
      priced at 110% of the average market share price on the Grant Date, and 6,250
      of
      the options priced at 120% of the average market share price on the Grant Date)
      will vest six (6) months following the Grant Date if Executive is employed
      by
      the Company at that time; (2) 25% of each set of options will vest eighteen
      (18)
      months following the Grant Date if Executive is employed by the Company at
      that
      time; (3) 25% of each set of options will vest thirty (30) months following
      the
      Grant Date if Executive is employed by the Company at that time; and (4) 25%
      of
      each set of options will vest forty-two (42) months following the Grant Date
      if
      Executive is employed by the Company at that time. Except as otherwise provided
      in the Company’s 1999 Performance Plan, as amended and restated, if Executive’s
      employment terminates for any reason, all options that have not vested as of
      the
      Date of Termination shall immediately lapse and terminate without pro
      ration.

     

    2.3(e) Savings,
      Deferred Compensation and Retirement Plans. Throughout
      the Employment Period, the Executive shall be entitled to participate in all
      savings, deferred compensation and retirement plans generally available to
      other
      peer executives of the Company, with the exception that the Compensation and
      Organization Committee of the Board has indicated its intention to reassess
      the
      Company’s Supplemental Plan for Selected Management Employees and the Executive
      shall not participate in that plan without an affirmative decision on the part
      of such Committee to include him in that Plan. 

     

    2.3(f) Welfare
      Benefit Plans.
      Throughout the Employment Period (and thereafter, to the extent provided for
      in
      Section 4.1(c) hereof), the Executive and/or the Executive's family, as the
      case
      may be, shall be eligible for participation in and shall receive all benefits
      under welfare benefit plans, practices, policies and programs provided by the
      Company to peer executives generally (including, without limitation, medical,
      prescription, dental, disability, salary continuance, employee life, group
      life,
      accidental death and travel accident insurance plans and programs) to the extent
      generally available to other peer executives of the Company.

     

    
      
        
        

      

      
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    2.3(g) Business
      Expenses.
      Throughout the Employment Period, the Executive shall be entitled to receive
      prompt reimbursement for all reasonable business expenses incurred by the
      Executive, in accordance with and subject to the policies, practices and
      procedures generally applicable to other peer executives of the Company.


     

    2.3(h) Temporary
      Living Expenses.
      During
      the three (3) month period immediately following Executive’s Employment Start
      Date, the Company will reimburse Executive for the reasonable and customary
      expenses Executive actually incurs for room and board while in the Atlanta,
      Georgia metropolitan area while Executive is employed by the Company. While
      the
      Executive is employed by the Company, the Company also will reimburse Executive
      for the reasonable cost of up to ten (10) personal round trip coach flights
      between Vermont and Atlanta, Georgia, incurred at any time following the
      Executive’s Employment Start Date. 

     

    2.3(i) Relocation
      Expenses. The
      Company will reimburse the Executive for the reasonable and customary expenses
      actually incurred relating to the Executive’s move of the Executive’s household
      belongings from the Executive’s then-current residence in Vermont to the
      Atlanta, Georgia metropolitan area in accordance with and upon the terms of
      the
      Company’s relocation policy, provided this move occurs on or before the second
      anniversary of the Employment Start Date. Upon the Executive’s purchase or lease
      of housing in the Atlanta, Georgia metropolitan area during the Employment
      Period, and provided that the Executive was employed by the Company as of the
      closing date of such purchase or lease and no Notice of Termination was given
      prior to such date, the Company will pay the Executive a lump-sum amount equal
      to one-twelfth (1/12) of the Executive’s then Annual Base Salary (the
“Relocation Payment”). The Company will also make an additional payment (the
“Gross-Up Payment”) to the Executive in an amount required to allow the
      Executive to retain the full amount of the Relocation Payment after payment
      by
      the Executive of all income taxes on the Relocation Payment and the Gross-Up
      Payment. 

     

    2.3(j) Miscellaneous
      Expenses. Throughout
      the Employment Period, the Company will reimburse the Executive for the cost
      of
      maintaining a membership in one airline club of the Executive’s choosing. In
      addition, during the Employment Period, the Company will provide the Executive
      with the use, while in the Atlanta area, of the 2006 Lexus automobile maintained
      by the Company in Atlanta, Georgia beginning on the Executive’s Employment Start
      Date and continuing until the current lease for the 2006 Lexus expires or date
      a
      Notice of Termination is given, whichever first occurs. The current lease is
      scheduled to expire on June 30, 2008. The Company will pay or reimburse the
      Executive for automobile insurance for the vehicle and for the lease payments
      and taxes associated with the lease, excluding costs incurred outside the
      parameters of the lease.

     

    2.3(k) Office
      and Support Staff.
      Throughout the Employment Period, the Executive shall be entitled to an office
      or offices of a size and with furnishings and other appointments, and to
      personal secretarial and other assistance, as are generally provided to other
      peer executives of the Company. 

     

    2.3(l) Vacation.
      Throughout the Employment Period, the Executive shall be entitled to four (4)
      weeks of paid vacation annually and otherwise in accordance with the plans,
      policies, programs and practices as are generally provided to other peer
      executives of the Company.

     

     

    
      
        
        

      

      
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    Section
      3: Termination
      of Employment.

     

    3.1 Death.
      The
      Executive's employment shall terminate automatically upon the Executive's death
      during the Employment Period.

     

    3.2 Disability.
      If the
      Company determines in good faith that the Disability of the Executive has
      occurred during the Employment Period (pursuant to the definition of Disability
      set forth below), the Company may give to the Executive written notice in
      accordance with Section 7.1 of its intention to terminate the Executive's
      employment. In such event, the Executive's employment with the Company shall
      terminate effective on the thirtieth (30th) day after receipt of such notice
      by
      the Executive (the “Disability Effective Date”), provided that, within the
      thirty (30) days after such receipt, the Executive shall not have returned
      to
      full-time performance of the Executive's duties. For purposes of this Agreement,
      “Disability” shall mean that the Executive is unable with reasonable
      accommodation to perform the services required of the Executive hereunder on
      a
      full-time basis for a period of one hundred eighty (180) consecutive business
      days or more by reason of a physical and/or mental condition or injury.
“Disability” shall be deemed to exist when certified by a physician selected by
      the Company and acceptable to the Executive or the Executive's legal
      representative (such agreement as to acceptability not to be withheld
      unreasonably). The Executive will submit to such medical or psychiatric
      examinations and tests as such physician deems necessary to make any such
      Disability determination.

     

    3.3 Termination
      for Cause.
      The
      Company may terminate the Executive's employment during the Employment Period
      for “Cause,” which shall mean termination based upon: (i) the Executive's
      willful and continued failure or refusal to substantially perform the
      Executive’s duties with the Company (other than as a result of incapacity due to
      physical or mental condition), after a written demand for substantial
      performance is delivered to the Executive by the Company, which specifically
      identifies the manner in which the Executive has not substantially performed
      his
      duties, (ii) the Executive's commission of an act constituting a criminal
      offense that would be classified as a felony under the applicable criminal
      code
      or involving moral turpitude, dishonesty, or breach of trust, (iii) the
      Executive is required to cease being an officer of the Company, or is unable
      to
      perform any of the Executive’s duties under this Agreement, by reason of any
      regulatory requirement or the order or suggestion of any agency or body that
      has
      any supervisory or regulatory authority over the Company; (iv) violation of
      the
      Company’s Code of Conduct, or any policy prohibiting harassment, discrimination,
      disclosure of confidential information, alcohol or drug use, or retaliation;
      (v)
      misappropriation of property of the Company or one of its affiliated businesses,
      breach of fiduciary duty, or material violation of any law or regulation that
      may result in a material financial loss to the Company or damage its reputation,
      or (vi) the Executive's material breach of any provision of this Agreement.
      For
      purposes of this Section, no act or failure to act on the Executive's part
      shall
      be considered “willful” unless done, or omitted to be done, without good faith
      and without reasonable belief that the act or omission was in the best interest
      of the Company. Notwithstanding the foregoing, the Executive shall not be deemed
      to have been terminated for Cause unless and until (i) the Executive receives
      a
      Notice of Termination from the Company, (ii) the Executive is given the
      opportunity, with counsel, to be heard before the Board, and (iii) the Board
      finds, in its good faith opinion, that the Executive was guilty of the conduct
      set forth in the Notice of Termination. 

    


    3.4 Termination
      for Good Reason. The
      Executive may terminate his employment with the Company during the Employment
      Period for “Good Reason,” which shall mean:

     

    
      3.4(a)
        the assignment to the Executive of any duties inconsistent in any respect
        with
        the Executive’s position (including status, offices, titles and reporting
        requirements),

       

      
        
          
          

        

        
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      authority,
        duties or responsibilities as contemplated by Section 2.2(a) or any other
        action
        by the Company which results in the diminution in such position, authority,
        duties or responsibilities, excluding for this purpose any action (i) not
        taken
        in bad faith by the Company and (ii) which the Company remedies promptly
        after
        receipt of notice thereof given by the Executive;

    

    


    
      3.4(b)
        (i) the failure by the Company to continue in effect any benefit or compensation
        plan, stock ownership plan, life insurance plan, health and accident plan
        or
        disability plan to which the Executive is entitled as specified in Section
        2.3,
        provided that the Company may amend, modify or replace any such plan or plans
        as
        long as the Executive is entitled to benefits under the amended, modified
        or
        replaced plan or plans that are substantially similar to those of the plan
        or
        plans so amended, modified or replaced, (ii) the taking of any action by
        the
        Company which would adversely affect the Executive’s participation in, or
        materially reduce the Executive’s benefits under, any plans described in Section
        2.3, or deprive the Executive of any benefits enjoyed by the Executive as
        described in Section 2.3(j) and (k), or (iii) the failure of the Company
        to
        provide the Executive with paid vacation to which the Executive is entitled
        as
        described in Section 2.3(l);

    

    


    
      3.4(c)
        the Company’s requiring the Executive to be based at any office or location
        other than the Company’s office in the Atlanta, Georgia metropolitan
        area;

    

     

    
      3.4(d)
        a
        material breach by the Company of any provision of this Agreement;

       

      
        3.4(e)
          any purported termination by the Company of the Executive’s employment otherwise
          than as expressly permitted by this Agreement; and

         

        
          3.4(f)
            the failure of a successor of the Company to expressly assume and agree
            to
            perform this Agreement pursuant to the provisions of Section 6.2 of this
            Agreement; provided, however, that a termination of employment by the
            Executive
            (A) subsequent to an express assumption and agreement to perform this
            Agreement
            by such successor, or (B) subsequent to a date that is two years after
            the
            succession event, shall not be deemed to be for “Good Reason” under this
            subsection.

           

        

      

    

    For
      purposes of this Section, any good faith determination of “Good Reason” made by
      the Executive shall be conclusive unless and until such determination is
      overturned by a court of competent jurisdiction. 

     

    3.5 Voluntary
      Termination by the Executive.
      The
      Executive may voluntarily terminate the Executive’s employment with the Company
      for any reason or for no reason at any time during the Employment
      Period.

    


    3.6 Termination
      by the Company without Cause.
      The
      Company may terminate the Executive’s employment with the Company for any reason
      or for no reason, without citing Cause, at any time during the Employment
      Period, subject to the provisions of Section 4 of this Agreement.

    


    3.7 Notice
      of Termination.
      Any
      termination of the Executive’s employment with the Company for Cause or
      Disability, or voluntary termination by the Executive, shall be communicated
      by
      Notice of Termination from the terminating party to the other party, given
      in
      accordance with Section

     

    
      
        
        

      

      
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    7.1.
      For
      purposes of this Agreement, a “Notice of Termination” means a written notice
      which (i) indicates the specific termination provision in this Agreement
      relied upon, (ii) to the extent applicable, sets forth in reasonable detail
      the facts and circumstances claimed to provide a basis for termination of the
      Executive's employment under the provision so indicated, and (iii) if the
      Date of Termination (as defined in Section 3.7 hereof) is other than the date
      of
      receipt of such notice, specifies the termination date (which date shall be
      not
      more than fifteen (15) days after the giving of such notice). The failure by
      the
      Company to set forth in the Notice of Termination any fact or circumstance
      which
      contributes to a showing of Cause shall not waive any right of the Company
      hereunder or preclude the Company from asserting such fact or circumstance
      in
      enforcing the Company's rights hereunder. 

    


    3.8 Date
      of Termination.“Date
      of
      Termination” means (i) if the Executive's employment is terminated by the
      Company for Cause, the Date of Termination shall be the date of receipt by
      the
      Executive of the Notice of Termination or any later date specified therein,
      as
      the case may be, (ii) if the Executive's employment is terminated by reason
      of death or Disability, the Date of Termination shall be the date of death
      of
      the Executive or the Disability Effective Date, as the case may be, or (iii)
      if
      the Executive’s employment is voluntarily terminated by the Executive, the Date
      of Termination shall be a date specified in the Notice of Termination, with
      such
      specified date being not less than ten (10) days after the date of receipt
      by
      the Company of the Notice of Termination, (iv) if the Executive's
      employment is terminated other than for Cause, death, or Disability, the Date
      of
      Termination shall be the date of receipt by the Executive of the Notice of
      Termination.

    


    Section
      4: Certain
      Benefits Upon Termination.

    


    4.1 Termination
      by the Company Other Than For Cause; Termination by the Executive for Good
      Reason. If,
      during the Employment Period, the Company terminates the Executive's employment
      other than for Cause or Disability or if the Executive terminates his employment
      for Good Reason, the Executive shall be entitled to the payment of the benefits
      provided below: 

    


    4.1(a) Accrued
      Obligations.
      Within
      thirty (30) days after the Date of Termination, the Company shall pay to the
      Executive the sum of (1) the Executive's accrued salary through the Date of
      Termination for periods of time prior to the Date of Termination, (2) the
      accrued benefits payable to the Executive under any deferred compensation plan,
      program or arrangement in which the Executive is a participant subject to the
      computation of benefits provisions of such plan, program or arrangement, and
      (3)
      any accrued vacation pay; in each case to the extent not previously paid (the
      “Accrued Obligations”).

     

    4.1(b) Annual
      Base Salary.
      The
      Executive shall be entitled to receive an amount equal to the Annual Base
      Salary, payable as and when described below. This amount (the “Separation
      Payment”) will be paid over a one (1) year time period in the same equal
      monthly, semi monthly or bi-weekly installments at which the Executive had
      been
      paid at the time employment terminated; provided that, to the extent required
      to
      avoid the tax consequences of Section 409A of the Code, and with the consent
      of
      the Executive: (i) the first payment shall cover all payments scheduled to
      be
      made to the Executive during the first six (6) months after the Date of
      Termination; and (ii) the first such payment shall be delayed until the day
      after the six (6) month anniversary of the Date of Termination. The Company
      at
      any time after the six (6) month anniversary of the Date of Termination may
      elect to pay the balance of any remaining payments in a lump sum.

    


    
      
        
        

      

      
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    4.1(c) Medical
      and Health Benefit Continuation.
      With
      respect to the twelve (12) month period immediately following the Date of
      Termination, the Company shall reimburse the Executive, on a monthly basis,
      for
      that portion of the cost incurred by the Executive to continue the Executive’s
      then existing coverage under the Company’s group health insurance plan after the
      Date of Termination equal to the portion paid for by the Company for such
      coverage immediately prior to the Date of Termination, provided the Executive
      timely elects COBRA continuation coverage; provided,
      however,
      that if
      the Executive becomes employed with another employer and is eligible to receive
      medical or health benefits under another employer-provided plan, program,
      practice or policy then this benefit shall cease; and provided
      further
      that to
      the extent necessary to avoid the tax consequences of Section 409A of the Code,
      and with the consent of the Executive, the Company will not make any
      reimbursement payment to the Executive that otherwise would be due prior to
      the
      day after the six (6) month anniversary of the Date of Termination, in which
      case the Company will make a catch up payment for all amounts previously paid
      by
      the Executive that were eligible or reimbursement.
      

     

    4.1(d) Other
      Benefits.
      To the
      extent not previously paid or provided, the Company shall timely pay or provide
      to the Executive and/or the Executive's family any other amounts or benefits
      required to be paid or provided for which the Executive and/or the Executive's
      family is eligible to receive pursuant to this Agreement and under any plan,
      program, policy or practice or contract or agreement of the Company as those
      provided generally to other peer executives and their families (“Other
      Benefits”), provided, however, that to the extent necessary to avoid the tax
      consequences of Section 409A of the Code, any such payments may be delayed
      until
      the first business day following the six (6) month anniversary of the Date
      of
      Termination.

     

    4.2 Termination
      Due to Death.
      If the
      Executive's employment is terminated by reason of the Executive's death during
      the Employment Period, this Agreement shall terminate without further
      obligations to the Executive's legal representatives under this Agreement,
      other
      than for (i) payment of Accrued Obligations (as defined in Section 4.1(a))
      (which shall be paid to the Executive's estate or beneficiary, as applicable,
      in
      a lump sum in cash within thirty (30) days of the Date of Termination) and
      (ii)
      the timely payment or provision of Other Benefits (as defined in Section
      4.1(d)), including death benefits pursuant to the terms of any plan, policy,
      or
      arrangement of the Company.

    


    4.3 Termination
      Due to Disability.
      If the
      Executive's employment is terminated by reason of the Executive's Disability
      during the Employment Period, this Agreement shall terminate without further
      obligations to the Executive, other than for (i) payment of Accrued
      Obligations (as defined in Section 4.1(a)) (which shall be paid to the Executive
      in a lump sum in cash within thirty (30) days of the Date of Termination) and
      (ii) the timely payment or provision of Other Benefits (as defined in Section
      4.1(d)) including Disability benefits pursuant to the terms of any plan, policy
      or arrangement of the Company. 

    


    4.4 Termination
      by the Company for Cause or Voluntary Termination by the
      Executive.
      If the
      Executive's employment shall be terminated by the Company for Cause during
      the
      Employment Period or by the Executive for any reason, this Agreement shall
      terminate without further obligations to the Executive, other than for (i)
      payment of the Executive’s Accrued Obligations (as defined in Section 4.1(a))
      (which shall be paid to the Executive in a lump sum in cash within thirty (30)
      days of the Date of Termination), and (ii) the timely payment or provision
      of
      Other Benefits (as defined in Section 4.1(d)), as applicable for such
      termination. 

     

    
      
        
        

      

      
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    4.5 
      Entire Agreement; Prior Agreements and Benefits under Other Plans Superseded.
      This
      Agreement is the entire agreement of the parties on the subject matter contained
      herein and shall supersede all prior agreements, arrangements and understandings
      that the Executive and the Company may have had with respect to the Executive’s
      employment with the Company and the payment of benefits by the Company to the
      Executive in the event of a termination of the Executive’s employment. The
      benefits payable pursuant to this Agreement are in lieu of and in substitution
      for any termination benefits payable by the Company in conjunction with any
      other plan, program, policy, practice, contract or agreement that the Company
      may have had either in the past, currently or in the future.

    


    4.6
      Full Settlement.
      The
      Company's obligation to make the payments provided for in this Agreement and
      otherwise to perform its obligations hereunder shall not be affected by any
      set-off, counterclaim, recoupment, defense or other claim, right or action
      which
      the Company may have against the Executive or others. In no event shall the
      Executive be obligated to seek other employment or take any other action by
      way
      of mitigation of the amounts payable to the Executive under any of the
      provisions of this Agreement and, except as provided in Section 4.1(c), such
      amounts shall not be reduced whether or not the Executive obtains other
      employment. The Company agrees to pay promptly as incurred, to the full extent
      permitted by law, all legal fees and expenses which the Executive may reasonably
      incur as a result of any contest (regardless of the outcome thereof) by the
      Company, the Executive or others of the validity or enforceability of, or
      liability under, any provision of this Agreement or any guarantee of performance
      thereof (including as a result of any contest by the Executive regarding the
      amount of any payment pursuant to this Agreement), plus in each case interest
      on
      any delayed payment at the applicable Federal rate provided for in Code Section
      7872(f)(2)(A). 

    


    4.7 Resolution
      of Disputes. If
      there
      shall be any dispute between the Company and the Executive (i) as to whether
      any
      termination of the Executive’s employment was for Cause or (ii) as to whether
      any termination of the Executive’s employment for Good Reason was made in good
      faith, then, unless and until there is a final, non-appealable judgment by
      a
      court of competent jurisdiction declaring that such termination was for Cause
      or
      that the determination by the Executive of the existence of Good Reason was
      not
      made in good faith, the Company shall pay all amounts, and provide all benefits,
      to the Executive and/or the Executive’s family or other beneficiaries, as the
      case may be, that the Company would be required to pay or provide pursuant
      to
      Section 4.1 as though such termination was without Cause or for Good Reason,
      as
      the case may be; provided, however, that the Company shall not be required
      to
      pay any disputed amounts pursuant to this Section 4.7 except upon receipt of
      an
      undertaking by or on behalf of the Executive to repay all such amounts to which
      the Executive is ultimately adjudged by such court not to be
      entitled. 

     

    Section
      5: Non-Competition.

    


    5.1 Non-Compete
      Agreement.

    


    5.1(a) During
      the Employment Period and the one (1) year period immediately following the
      Date
      of Termination, the Executive shall not, without prior written approval of
      the
      Board, become a partner, officer, director, stockholder, investor, advisor,
      employee, consultant, agent, or otherwise of any business enterprise in
      substantial direct competition (as defined in Section 5.1(b)) with the Company
      or any of its subsidiaries in the United States or in any other country in
      which
      the Company conducts business on the Date of Termination, or otherwise engage
      in
      substantial direct competition with the Company

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    within
      such area. This restriction will not limit the Executive’s right to invest in
      five percent (5%) or less of the outstanding capital stock or other equity
      securities of any corporation, whose stock or securities are publicly traded
      on
      a national stock exchange.

     

    5.1(b) For
      purposes of Section 5.1, a business enterprise with which the Executive becomes
      associated shall be considered in substantial direct competition, if such entity
      competes with the Company or its subsidiaries in any business in which the
      Company or any of its subsidiaries is now engaged and is within the Company's
      or
      the subsidiary’s market area as of this date.

     

    5.1(c)
       During
      the one (1) year period immediately following the Date of Termination, the
      Executive shall not directly or indirectly, solicit or recruit for employment,
      any person or persons who are employed by the Company or one of its subsidiaries
      or affiliates, or who were so employed at any time within a period of six (6)
      months immediately prior to the date the Executive’s employment terminated, or
      otherwise interfere with the relationship between any such person and the
      Company; nor will the Executive assist anyone else in recruiting any such
      employee to work for another company or business or discuss with any such person
      his or her leaving the employ of the Company or engaging in a business activity
      in competition with the Company. This provision shall not apply to secretarial,
      clerical, custodial or maintenance employees. 

    


    5.2 Confidential
      Information.
      The
      Executive shall hold in a fiduciary capacity for the benefit of the Company,
      and
      under a relationship of trust and confidence, all secret or confidential
      information, knowledge or data relating to the Company or any of its affiliated
      companies, and their respective businesses, which shall have been obtained
      by
      the Executive during the Executive's employment by the Company and which shall
      not be or become public knowledge (other than by acts by the Executive or
      representatives of the Executive in violation of this Agreement). This includes
      but is not limited to internal financial information that is not publicly
      available, business plans and strategies, acquisition and divestiture plans
      and
      strategies, costs, pricing, business proposals, trade secrets, and information
      concerning the needs, purchasing history, concerns, key contacts, requirements
      and credit of customers After termination of the Executive's employment with
      the
      Company, the Executive shall not, without the prior written consent of the
      Company, or as may otherwise be required by law or legal process, use, or
      communicate or divulge any such information, knowledge or data to anyone other
      than the Company and those designated by it. In no event shall an asserted
      violation of the provisions of this Section constitute a basis for deferring
      or
      withholding any amounts otherwise payable to the Executive under this
      Agreement.

    


    Section
      6:  Successors.

     

    6.1 Successors
      of the Executive. 
      This
      Agreement is personal to the Executive and, without the prior written consent
      of
      the Company, the rights (but not the obligations) shall not be assignable by
      the
      Executive otherwise than by will or the laws of descent and distribution. This
      Agreement shall inure to the benefit of and be enforceable by the Executive's
      legal representatives.

    


    6.2 Successors
      of Company.
      The
      Company will 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 the Company to assume expressly and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be
      required to perform it if no such succession had taken place. As used in this
      Agreement, “Company” shall mean the Company as hereinbefore defined and
      any

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    successor
      to its business and/or its assets which assumes and agrees to perform this
      Agreement by operation of law, or otherwise. 

    


    Section
      7: Miscellaneous.

    


    7.1 Notice.
      For
      purposes of this Agreement, notices and all other communications provided for
      in
      the Agreement shall be in writing and shall be deemed to have been duly given
      when personally 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 the Company shall be directed 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 the Executive:

    


    John
      Olbrych

    84
      Old
      Barn Lane

    Brownsville,
      VT 05037

    


    Notice
      to Company:

    


    Angelica
      Corporation

    424
      South
      Woods Mill Road

    Chesterfield,
      Missouri 63017-3406

    Attention:
      Secretary

    


    7.2 Validity.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.

    


    7.3 Withholding.
      The
      Company may withhold from any amounts payable under this Agreement such Federal,
      state or local taxes as shall be required to be withheld pursuant to any
      applicable law or regulation.

    


    7.4 Entire
      Agreement; Waiver.
      This
      Agreement contains the entire agreement between the parties concerning the
      subject matter hereof and supersedes all prior oral and written communications
      and agreements between the parties concerning such subject matter. Neither
      this
      Agreement nor any of its terms may be amended, waived, or added to except in
      a
      writing signed by the Company (through a designated and authorized officer
      other
      than the Executive) and the Executive. The Executive's or the Company's failure
      to insist upon strict compliance with any provision hereof or any other
      provision of this Agreement or the failure to assert any right the Executive
      or
      the Company 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.

     

    7.5
      Section
      409A Compliance. The
      parties intend that all provisions of this Agreement comply with the
      requirements of Code Section 409A to the extent applicable. No provision of
      this
      Agreement shall be operative to the extent that it will result in the imposition
      of the additional tax described in Code Section 409A(a)(1)(B)(i)(II) and the
      parties agree to revise the Agreement as necessary to comply with Section 409A
      and fulfill the purpose of the voided provision. Nothing in this Agreement
      shall
      be interpreted to permit accelerated payment of nonqualified deferred
      compensation, as defined in Section 409A, or any other payment in violation
      of
      the requirements of such Code Section 409A.

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Executive and the Company, 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.

    


    


    “Executive”

    


    


    /s/
      J.
      S.
      Olbrych                                   


    
      	 	
              John
                Olbrych

            


    

    


    


    “Company”

     

    ANGELICA
      CORPORATION

    


    


    By
      /s/
      Stephen M.
      O’Hara                   


    Name:
      Stephen M. O’Hara

    Title:
      Chairman & CEO

    


    
      
        
        

      

      
        -13-