ANGELICA CORPORATION 1999 PERFORMANCE PLAN RESTRICTED STOCK AGREEMENT (Special Ten Year Retention Grant)

A.

“Award” means the award provided for in Section 2.

B.

“Board of Directors” means the Board of Directors of the Company.

C.

“Cause” means (i) Employee’s willful and continued failure to substantially perform his duties and responsibilities with the Company (other than as a result of incapacity due to a physical or mental condition), after a written demand for substantial performance is delivered by the Company to Employee in which there is a specific identification of the manner in which Employee is not substantially performing his duties and responsibilities; (ii) Employee’s commission of an act constituting a criminal offense involving moral turpitude, dishonesty or breach of trust; or (iii) Employee’s material breach of the terms of any employment agreement between Employee and the Company.

D.

“Date of Award” means _____________________.

E.

“Disability” means that Employee has been unable to perform the duties and responsibilities then required of him on a full-time basis for a period of 180 consecutive business days by reason of physical or mental condition. Disability

F.

“Performance Goal” means earnings per share by the Company of $1.67 or more for any one full fiscal year during the Performance Period

G.

“Performance Period” means the period of ten (10) consecutive fiscal years of the Company, commencing January 28, 2007 (i.e. commencing with the Company’s Fiscal Year 2007).

H.

“Period of Restriction” means with respect to the Restricted Shares, the period of time between the Date of Award and the earlier of either: (i) the date that the Restrictions lapse in whole or in part as set forth in Section 3(b), 3(c) or 5 of this Agreement ; or (ii) the date the Restricted Shares are forfeited in whole or in part, as set forth in Section 4(a) or 4(b) of this Agreement.

I.

“Restricted Shares” means the shares of the Company’s common stock being granted pursuant to Section 2 of this Agreement, as well as any additional shares of common stock or other securities that may be issued after the date of the initial grant pursuant to Section 9 of this Agreement.

J.

“Restrictions” mean the restrictions on the Restricted Shares as provided for in Section 6 of this Agreement.

(a)

During the Performance Period, ten percent (10%) of the total Restricted Share Award shall become eligible to vest upon each annual anniversary of the Date of Award (but shall not actually vest pending achievement of the Performance Goal pursuant to Section 3(b) below).

(b)

Upon the Company achieving the Performance Goal, all Restricted Shares that have become eligible to vest pursuant to Section 3(a) above shall, thereupon, immediately vest, and all Restrictions as to such vested Restricted Shares shall immediately lapse.

(a)

If, during the Performance Period, Employee shall cease to be employed by the Company due to a termination by the Company for Cause or termination by Employee for any reason other than death, Disability or retirement on or after attaining age 65, Employee shall immediately forfeit to the Company all Restricted Shares that have not previously vested pursuant to either Section 3(b), Section 3(c) or Section 5, without any consideration paid to Employee, and, thereafter, Employee shall have no further rights with respect to such forfeited Restricted Shares. If Employee’s employment with the Company terminates during the Performance Period by reason of Employee’s death, Disability or retirement on or after attaining age 65, Employee shall remain eligible to earn those Restricted Shares that have, prior to the date of such termination, become available to vest pursuant to Section 3(a), upon the Company achieving the Performance Goal as provided in Section 3(b); provided, however, that all remaining Restricted Shares that have not become available to vest by such date shall be immediately forfeited by Employee to the Company.

(b)

If, at the end of the Performance Period, Employee has remained continuously employed by Company during the Performance Period, but Company has failed to achieve the Performance Goal, then, to the extent the Restricted Shares have not previously vested pursuant to Section 5 below, Employee shall immediately forfeit to the Company all Restricted Shares, without consideration paid to Employee and, thereafter, Employee shall have no further rights with respect to such Restricted Shares.