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Exhibit 10.23
ANGELICA CORPORATION
RETIREMENT TRANSITION AGREEMENT
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This agreement ("Agreement") has been entered into as of this
28th day of January, 2004 (the "Effective
Date"), by and between Angelica
Corporation, a Missouri corporation
("Angelica"), and Don W. Hubble, an
individual ("Hubble").
WHEREAS, Angelica currently employs Hubble as the Chairman of
the Board of Angelica, which position is
considered an executive officer
position of Angelica; and
WHEREAS, pursuant to a succession plan initially presented by
Hubble and approved by the Board of
Directors of Angelica (the "Board") in
February 2003, Hubble was charged by the
Board: (i) to coordinate the search
for and the hiring of a new President and
Chief Executive Officer for
Angelica and, (ii) after the new President
and Chief Executive Officer was
hired, to stay on as the executive Chairman
of the Board to facilitate the
transition for the new President and Chief
Executive Officer; and
WHEREAS, due to the familiarity of the new President and Chief
Executive Officer with Angelica and its
business from his past service as a
director of the Company and the new
President and Chief Executive Officer's
own past experience as president and chief
executive officer of a public
company, the transition for the new
President and Chief Executive Officer
has been much more efficient than may have
been originally expected; and
WHEREAS, Hubble is willing to retire as executive Chairman of
the Board effective January 31, 2004 and
serve as non-executive Chairman of
the Board and director of Angelica until
his successor is duly elected and
qualified but at least through January 31,
2005; and
WHEREAS, Hubble and Angelica wish to agree upon the terms and
conditions of Hubble's retirement in this
Agreement, which will supersede in
its entirety that certain Employment
Agreement dated February 5, 2003 (the
"Current Employment Agreement") by and
between Hubble and Angelica.
NOW THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as
follows:
SECTION 1:
RETIREMENT AS EXECUTIVE CHAIRMAN OF THE BOARD; CONTINUED
SERVICE AS NON-EXECUTIVE CHAIRMAN OF THE
BOARD.
1.1 RETIREMENT AS EXECUTIVE CHAIRMAN OF THE BOARD;
TERMINATION AS AN EXECUTIVE OFFICER AND
EMPLOYEE OF ANGELICA. Hubble will
retire as executive Chairman of the Board,
effective as of the close of
business on January 31, 2004, at which time
Hubble's status as an employee
and an executive officer of Angelica, and
the accompanying obligations
imposed upon executive officers by
applicable law, regulation, contract and
internal company policy, will cease.
Hubble's employment with Angelica shall
be deemed to have terminated, and his
retirement shall be deemed to be
effective, as of the close of business on
January 31, 2004.
1.2 CONTINUED SERVICE AS NON-EXECUTIVE CHAIRMAN OF THE
BOARD. Hubble will continue to serve as the
non-executive Chairman of the
Board at the pleasure of the Board from and
after January 31, 2004 until his
successor is duly elected and qualified.
Hubble will also continue to serve
as a
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director of Angelica at the pleasure of the
stockholders of Angelica
until his successor is duly elected and
qualified. Hubble agrees that he
will make himself available for service as
the non-executive Chairman of the
Board and as a director at least through
January 31, 2005.
SECTION 2:
ACCRUED COMPENSATION; ENTITLEMENT TO NON-EMPLOYEE BOARD
AND COMMITTEE FEES
2.1 ACCRUED COMPENSATION. At the normal time and in the
normal manner as payment is made to other
employees and/or executive
officers of Angelica, Angelica shall pay to
Hubble (a) any base salary, and
(b) any vacation pay, each to the extent
accrued as of, but not previously
paid to Hubble by Angelica on or prior to,
January 31, 2004. Subject to the
terms of this Agreement, Hubble shall be
eligible for all benefits that he
would otherwise be entitled upon retirement
from Angelica, including pension
benefits under Angelica's defined benefit
pension plan, Angelica's
supplemental retirement benefits plan and
the Retirement Benefit Agreement
(as defined in Section 3.4 of this
Agreement).
2.2 BOARD AND COMMITTEE FEES AND EXPENSES. During the
period after January 31, 2004 that Hubble
is serving as the non-executive
Chairman of the Board and a director of
Angelica, Hubble shall be entitled
to receive all fees, stock grants and
expense reimbursements available to a
non-employee director of Angelica,
including any additional fees payable for
service as Chairman of the Board or
chairman and/or member of any of the
Board committees.
SECTION 3:
RETIREMENT BENEFITS.
3.1 LUMP-SUM PAYMENT. Hubble will receive on January 31,
2004 a lump-sum payment by check or wire
transfer into an account designated
by Hubble an amount equal to $434,000.
3.2 VESTING OF RESTRICTED STOCK. Pursuant to the terms of
the Transition Employment Agreement, Hubble
was granted 22,636 restricted
shares of common stock of Angelica under
Angelica's 1994 Performance Plan
and/or Angelica's 1999 Performance Plan
(the "Restricted Shares"). Under the
terms of the award the Restricted Shares
would fully vest at the close of
business on January 31, 2005. In
recognition of Hubble's retirement after
years of service to Angelica and in
consideration for Hubble's agreement to
forgo the opportunity to earn incentive
compensation in fiscal year 2005
under the Current Employment Agreement, all
22,636 Restricted Shares and any
restricted "Matching Shares" and "Elected
Shares" (as each term is defined
in Angelica's Stock Bonus and Incentive
Plan) held by or on behalf of Hubble
shall immediately vest as of January 31,
2004. On, or as soon as practicable
after, January 31, 2004, Angelica shall
prepare and deliver to Hubble a
certificate evidencing the 22,636 shares,
which certificate shall not
contain any restrictive legend.
3.3 VESTING OF UNVESTED STOCK OPTIONS; EXTENSION OF
EXERCISABILITY. In recognition of Hubble's
retirement after years of service
to Angelica and in consideration for
Hubble's agreement to forgo the
opportunity to earn incentive compensation
in fiscal year 2005 under the
Current Employment Agreement, all stock
options held by Hubble that are not
vested on January 31, 2004 shall
immediately vest and the exercisability
period for all options held by Hubble are
extended through January 31, 2006.
3.4 PENSION AND SUPPLEMENTAL PLANS. For purposes of any
calculation of benefits under Angelica's
supplemental retirement plan or
that certain Retirement Benefit Agreement
dated January 1, 1998 (the
"Retirement Benefit Agreement") by and
between Hubb
