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ANGELICA CORPORATION
SUPPLEMENTAL PLAN
(FOR SELECTED MANAGEMENT EMPLOYEES)
Effective April 1, 1980
Restated As of September 1, 2000
Includes amendments through the date of restatement,
the last amendment being February 1, 1997
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ANGELICA CORPORATION
SUPPLEMENTAL PLAN
(For Selected Management Employees)
ANGELICA CORPORATION hereby establishes this Supplemental Plan, formerly
known as the Deferred Compensation Plan effective as of April 1, 1980, as
amended and restated through September 1, 2000. This Plan will supplement the
retirement benefits which a Participant will receive under the Company's
qualified pension plan, and, except as provided in Section 14 hereof, will not
be funded in any way or for any Participant prior to the time payments become
due to such Participant hereunder. The Plan is intended to be an unfunded
deferred compensation plan for a select group of management employees within
the meanings of Sections 201(2) and 301(a)(3) of the Employee Retirement
Income Security Act of 1974, and shall be construed and interpreted
accordingly.
1. Definitions. The words and phrases defined below have the meanings
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herein set out:
(a) The word "Company" means ANGELICA CORPORATION, a Missouri
corporation, its successor(s) and assign(s), and any
corporation(s) into which or with which it may be liquidated,
merged or consolidated. The term "Parent Company" refers to
Angelica Corporation alone, excluding its subsidiaries, and
unless otherwise indicated, the unmodified word "Company"
refers to the Parent Company and all its subsidiaries as of
February 1, 1980, taken collectively (but only so long as any
such subsidiary continues to satisfy the requirements of
paragraph (h) of this Section).
(b) The word "Committee" means the Compensation and Organization
Committee of the Board.
(c) The word "Board" means the Board of Directors of the Parent
Company.
(d) The word "Employee" means any person regularly employed full
time by the Company in any capacity (including officers, and
also including directors who regularly render services to the
Company as regular full time employees).
(e) The word "Participant" means an Employee who is eligible to
participate herein in accordance with Section 2 hereof and who
has executed an Agreement in the form attached hereto as
Exhibit A.
(f) The word "compensation" means all remuneration for personal
services paid a Participant by the Company during a Plan Year,
including discretionary or incentive bonus or other extra
compensation and all employee contributions under the Angelica
Corporation Retirement Savings Plan, the Angelica Corporation
Deferred Compensation Option Plan for Directors and the
Angelica Corporation Deferred Compensation Option Plan for
Selected Management
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Employees, whether or not such contributions constituted
taxable income to the Participant, but excluding any matching
contributions in cash and/or Company stock made by the Company
on behalf of the Participant under an incentive, stock or
nonqualified deferred compensation plan maintained by the
Company, any contractual bonus committed in connection with the
acquisition of any business by the Company, any costs of this
plan, any amount contributed by the Company for the benefit of
such Participant to any pension or profit sharing plan
(including the Federal Social Security Program), any amount
paid by the Company on behalf of such Participant for life,
accident, health or medical insurance or for any other
so-called 'fringe benefits,' or any reimbursement (directly or
indirectly) of expenses, or any expense paid on behalf of such
Participant.
(g) The term "final average compensation" means one third of the
aggregate compensation paid a Participant during the three full
Plan Years out of the five full Plan Years immediately
preceding the date on which (i) he ceases to be an Employee or
(ii) his benefit is frozen and/or formula and amount is
decreased during which the Participant was paid the largest
amount of compensation.
(h) The word "subsidiary" means any business enterprise, whether or
not incorporated, of which the Parent Company, directly or
indirectly (either alone or in conjunction with one or more
other subsidiaries), owns at least 80% of the equity interest.
(i) The "Plan Year" is the calendar year. The Plan Year need not
coincide with the fiscal year adopted by the Company for
financial or tax purposes, and may be changed from time to time
by the Board.
(j) "Change in Control" means a change in control of the Parent
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Company of a nature that would be required to be reported in
response to Item 5(f) of Schedule 14A of Regulation 14A
promulgated under the Exchange Act; provided that, a Change in
Control shall be deemed to have occurred if (i) any Person,
other than the Company, is or becomes the "beneficial owner"
(within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Parent Company
which represent thirty-percent (30%) or more of the combined
voting power of the Parent Company's then outstanding
securities, (ii) the Continuing Directors cease to comprise a
majority of the Board, (iii) the shareholders of the Parent
Company approve a sale of substantially all or all of the
assets of the Parent Company, or (iv) the Parent Company is not
the surviving and parent corporation as a result of any merger
or consolidation to which it is a party, not including,
however, a merger solely to effect a change in the state of its
incorporation. Notwithstanding the above, an event described in
(i), (iii), or (iv) shall not constitute a Change in Control if
it is approved in advance in writing by a majority of the
Continuing Directors.
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(k) "Continuing Director" means each individual who is a member of
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the Board on January 1, 1991, and each individual who becomes a
member of the Board after such date without opposition from a
majority of the then Continuing Directors; provided that, an
individual shall not be a Continuing Director while such
individual is (or has contracted to become) a full-time
employee of the Company.
(l) "Person" means any "person" within the meaning of Section 13(d)
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and 14(d) of the Exchange Act.
(m) "Potential Change in Control" means (i) the commencement by any
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Person, other than the Company, of a tender or exchange offer
for thirty-percent (30%) or more of the then outstanding shares
of common stock of the Parent Company, (ii) the execution of an
agreement by the Parent Company, the consummation of which
would result in a Change in Control, (iii) the public
announcement by any Person, including the Company, of such
Persons intent to take or consider taking actions which, if
consummated, would result in a Change in Control, or (iv) the
adoption by the Board of a resolution to the effect that, for
purposes of this Plan, a Change in Control is imminent.
2. Eligibility to Participate. Participation in this Plan is available only
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to Employees who have been selected for participation by the Board, and
no Employee may become a Participant otherwise. Participation is limited
to a select group of highly compensated, management personnel, never more
than 50 persons at any given time (for this purpose, persons who are no
longer employed will not be considered to be Participants).
The Board is authorized to prescribe criteria for determining eligibility
to participate in this Plan, which may include a minimum level of
compensation (which may vary by locale, taking into account regional
differences in living costs). The criteria will be reviewed annually to
determine whether any revision is necessary to keep pace with changing
circumstances. The Board may if it sees fit delegate its authority with
respect to this Plan to the Compensation and Organization Committee of
the Board.
3. Procedure to Become a Participant. An employee who has been invited by
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the Board to participate in the Plan and who desires to do so shall
execute an Agreement in the form attached hereto as Exhibit A.
4. Amounts Payable.
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(a) The amount payable annually to a Participant who has at least 30
years of service with the Company when he ceases to be an Employee
will be an amount (called the "formula amount"), established by the
Board at the time the Participant joins the Plan and not subject to
decrease except as set out in subsection (d) (though subject to
increase in the discretion of the Board), between 30 and 50 percent
of the Participant's final average compensation (the "Supplemental
Annual Benefit"). The Supplemental Annual Benefit shall
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be decreased by the annual amount payable for the payment period
specified in Section 6(a) or (b) (when expressed as a life annuity
which is the actuarial equivalent of the amount payable) to him by
the Company then or thereafter under any other retirement or
deferred compensation plan or contract, including amounts payable
under the Angelica Corporation Pension Plan or under the Company's
predecessor Deferred Income Sharing Plan and, if appropriate, the
related Consulting and Advisory Contracts, but excluding all amounts
payable under the Angelica Corporation Deferred Compensation Option
Plan for Selected Management Employees and the Angelica Corporation
Retirement Savings Plan. Anything contained herein to the contrary
notwithstanding, the formula amount with respect to a Participant
whose employment terminates with the Company, is reemployed with the
Company and who again becomes a Participant in the Plan before any
benefit to which he is entitled under the Plan is paid to him, shall
be the formula amount established by the Board at the time the
Participant subsequently becomes a Participant in the Plan."
(b) A Participant whose total number of full years of service with the
Company is less than 30 at the time he ceases to be employed will
receive annually that portion of the formula amount to which he
would otherwise be entitled as is appropriate to the circumstances
of his leaving and his total number of years of service with the
Company, and subject to the provisions of subsection (d), as
follows:
(i) if the Participant has less than 10 years of service at such
time he will receive nothing; and
(ii) if the Participant has at least 10 years of service at such
time he will receive 25% of such formula amount plus an
additional 3-3/4% of such amount for each of his next 20
additional years of service (that is, until he has a total of
30 such years of service).
(c) For purposes of this Plan, a Participant's service with the Company
shall mean the aggregate period of the Participant's continuous
uninterrupted employment with the Company and all subsidiaries
(including those whose business activities are conducted principally
outside the United States of America) immediately prior to the date
the determination of his service is being made, disregarding all
previous periods of discontinuous service (if any). Periods of
uninterrupted service will not be considered to be discontinuous if
the interruption was because of leave of absence granted by the
Company, military duty or other governmental service, or temporary
physical or mental incapacity. Ordinarily no service after the
Participant reaches age 65 will be taken into account; however, in
specific cases the Board may authorize the crediting of up to an
additional three years of service beyond such age. In the case of a
Participant who was employed by an enterprise which was acquired by
the Company, each full year of service prior to the acquisition date
will be considered one-half year of service with the Company for
purposes of this Plan, and fractional years shall be disregarded.
Notwithstanding the terms of this subsection (c), to determine the
service of a
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Participant whose employment terminates with the Company, is
reemployed with the Company and who again becomes a Participant in
the Plan before any benefit to which he is entitled under the Plan
is paid to him, such Participant's service shall be the sum of his
prior aggregate period of continuous uninterrupted employment with
the Company and all subsidiaries as specified above and any
subsequent period of continuous uninterrupted employment with the
Company and all subsidiaries as determined hereunder.
(d) Notwithstanding the terms of the subsections (a) and (b) of this
paragraph 4, as relate to participants who were invited to
participate in the Plan on or after July 18, 1989, the Board may,
upon a determination that a Participant has been assigned lesser job
responsibilities and such new position does not, in the Board's
opinion, warrant the Participant's continued participation in the
Plan at the formula amount at which the Participant is currently
participating, (i) freeze the benefit payable at the amount which
would then be payable to the Participant, the same as if the
Participant's employment had terminated and no further benefit shall
accrue to the Participant; or (ii) freeze the benefit payable at the
amount which would then be payable to the Participant, the same as
if the Participant's employment had terminated, with future benefits
to accrue at a decreased formula amount, provided, however, that in
the event the participant has less than ten years service at the
time of the event contemplated by this subsection, such Participant
shall be deemed vested for the number of years he has participated
in the Plan.
Examples of calculations pursuant to the paragraph are set out in
Exhibit C attached hereto.
5. Death or Disability of a Participant while Employed. If a Participant
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dies or becomes totally and permanently disabled while still employed by
the company such Participant, or if not then living, the Participant's
designated Beneficiary (or Beneficiaries, in shares as provided in the
Agreement) shall be entitled to receive a benefit equal to that portion
of the formula amount to which the Participant would otherwise be
entitled as follows: 2.5% of such formula amount for each of the first 10
years of service, plus an additional 3-3/4% of such formula amount for
each of the Participant's next 20 additional years of service to a total
maximum of 30 years of service. A Participant shall be deemed to be
totally and presumably permanently disabled for purposes of this Plan if,
based on competent medical advice to the Board (which the Board may
require to be resubmitted annually) , he is prevented from performing the
duties of his occupation because of a physical or mental condition which
is expected to be of long continued or indefinite duration or to result
in death.
6. Payment.
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(a) Normally, no payment will be made under this Plan until a
Participant reaches age 65. Payment of the formula amount due a
Participant who has reached age 65 will be made in 120 equal monthly
installments over a period of ten years, beginning on the first day
of the month coinciding with or immediately
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following the date he first satisfies the conditions for receipt of
payments described below. If a Participant dies before receiving the
entire amount due him, the balance (i.e., the remaining number of
monthly payments) will be paid to his designated Beneficiary (or
Beneficiaries).
(b) Notwithstanding paragraph (a), a Participant may, by irrevocable
written election filed with the Company at any time prior to the
time he receives payment of any amount due him hereunder, elect to
receive his payments in either 180 equal monthly installments over a
fifteen year period or 240 equal monthly installments over a twenty
year period. As in the case of payments under paragraph (a) above,
if a Participant dies before receiving the entire amount due him,
the balance, (i.e., the remaining number of monthly payments) will
be paid to his designated Beneficiary (or Beneficiaries). Any
election may be changed at any time before payments begin hereunder,
but may be changed only once after such payments begin. Amounts
actually payable in the case of any such elections shall be the
actuarial equivalent of the formula amount which would otherwise
have been payable in 120 equal monthly installments.
(c) With the consent of the Board, a Participant who is no longer
employed by the Company may begin to receive payments at any time
after he has reached age 60 (so long as he has satisfied the
conditions for receipt of payments described below), but in any
such case the formula amount will be discounted by 3% for each year
that the Participant's age is less than 65 (if a Participant has
elected some optional payment period under paragraph (b), an
appropriate, actuarially equivalent adjustment shall be made to the
monthly payment he is to receive).
(d) Notwithstanding the above, no amount will be payable under this Plan
to any disabled Participant if the result of such payment would be
to cause the Participant to suffer a reduction in any amount
otherwise payable to him under any insured disability-income-
protection or long-term-disability program maintained by the
Company. Any amount not paid by reason of this paragraph shall be
deferred without interest for future payment to the Participant or
his Beneficiary or Beneficiaries at such time when such payment will
not cause a reduction in such insured payments. Payments to a
disabled Participant shall cease, and (unless he returns to the
employ of the Company) all his rights to future payments hereunder
shall be forfeited, if the Participant engages in any substantial
activity for profit, for himself or as an employee of any third
party, without the consent of the Board. Board consent to any such
activity shall be binding on the Company so long as there is no
material change in the circumstances of the Participant from those
prevailing at the time of such consent. It is the intent of this
provision to prevent a Participant who leaves the Company for health
reasons from receiving payments under this Plan while engaged in
activities incompatible with the reasons for such leaving. This
provision is not intended to prohibit activities connected with the
management of personal investments and properties, or employment of
a limited nature, unless such activities are prohibited by Section 8.
The determination as to whether a Participant is not eligible to
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receive or to continue to receive payments shall be made by the
Board in its absolute discretion, at the time, and from time to
time, as the Participant's activities are recognized to be in
possible conflict with this Plan. No delay in making any such
determination shall constitute a waiver of the Board's right to make
such a determination whenever it believes conditions warrant. All
amounts paid to a disabled Participant whose payments cease because
he is engaged in some substantial, gainful activity under
circumstances such that he does not forfeit his right to future
payments (for example, because he again becomes an employee of the
Company) shall be taken into account when he again becomes entitled
to payments hereunder in such fashion as the Board in its sole
discretion believes equitable to both the Company and the
Participant.
(e) If (i) a Participant receives payment from any retirement or
deferred compensation plan which is applied under Section 4(a) to
reduce the amount payable under this Plan in any form other than a
life annuity such that at the end of ten (10) years he or she has
not received a combined benefit under this Plan and such other
retirement or deferred compensation plans equal to the Total
Supplemental Benefit, and/or (ii) the Participant dies prior to the
receipt of the Total Supplemental Benefit that he or she would have
received under this Plan had payment under such retirement and
deferred compensation plans been received in the form of a life
annuity, then payments shall continue to the Participant and/or the
Participant's beneficiary under this Plan until the Total
Supplemental Benefit has been paid. If payment under this Plan
extends beyond a fifteen (15) year payment period, or if a
Beneficiary dies prior to the receipt of all payments due to such
Beneficiary, then the Committee, in its sole discretion, may pay the
present value of all remaining payments in a lump sum to the
Participant, or, in the event of the death of a Beneficiary, to the
secondary Beneficiary, the Beneficiary's estate or such other
individuals as required under the terms of the Plan. Present value
shall be determined by using such factors as the Committee in its
sole discretion shall determine. For purposes of this Section 6(e),
the Total Supplemental Benefit shall mean the Supplemental Annual
Benefit (as determined in Section 4(a)) multiplied by ten (10).
7. Obligation to Pay Amounts Hereunder. Except as otherwise provided in
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Section 14 hereof, no trust fund, escrow account or other segregation of
assets shall be established or made by the Company to guarantee, secure
or assure the payment of any amount payable hereunder. The Company's
obligation to make payments pursuant to this Plan shall constitute only a
general contractual liability of the Company to Participants and other
actual or possible payees hereunder in accordance with the terms hereof.
Subject to Section 14 hereof, payments hereunder shall be made only from
the general funds of the Company, and no Participant or any other
potential payee shall have any interest in any particular asset of the
Company by reason of the existence of this Plan. It is expressly
understood and agreed by and between the Company and each Participant, as
evidenced by the Participant's execution of an Agreement, that, except as
provided in Section 14 hereof, the parties do not intend to create a
trust fund or escrow account, or to segregate any asset of the Company in
any fashion, and that the
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amounts payable hereunder shall be subject in all respect to claims of
general creditors of the Company until actually paid over to the
person(s) entitled to receive the same.
8. Non-Competition Provisions and Other Provisions Affecting Payment.
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(a) Subject to subsection (d) of this Section 8, but notwithstanding any
other provision of this Plan to the contrary, the right of every
Participant and each person deriving rights through or from a
Participant to receive payments hereunder is expressly conditioned
upon the Participant refraining, during his employment with the
Company, and thereafter,
(i) from engaging directly or indirectly in any form of
competition with that business or businesses of the Company
with which he was associated while employed by the Company,
through any commercial venture or as employee, consultant,
salesman, advisor, shareholder (other than as investor in
less than 1% of the total outstanding stock or other equity
securities of any corporation whose securities are publicly
owned), joint venturer, partner or otherwise, anywhere in
the United States or Canada where the Company now does or
may hereafter from time to time do business;
(ii) from any conduct or statements inimical to the best
interests of the Company;
(iii) from hiring, engaging, suggesting, or assisting in, or
influencing the engagement or hiring by any competing
organization of, any employee of the Company, and from
encouraging or in any way inducing any employee of the
Company to sever his relationship with or commit any act
inimical to the Company; and
(iv) from soliciting the accounts of any customers of the Company
(except on behalf of the Company) and from encouraging or in
any way inducing any customer to sever his relationship with
or commit any act inimical to the Company.
Failure to observe this paragraph may result in forfeiture of the
amounts payable hereunder.
(b) Any Participant who, without authorization, discloses any
confidential information, trade secret or other proprietary property
of the Company or any of its licensers or customers, may also
forfeit his right to receive payments hereunder.
(c) (i) Should the Company learn or have reason to believe that a
Participant has violated any of the foregoing conditions, it
may propose to enforce its rights, and may withhold the
payment of all amounts thereafter payable to such
Participant or his Beneficiary, estate or any other party
whose rights are derived from such Participant, and shall
give
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written notice of its knowledge or belief to the person(s)
otherwise entitled to such payment(s). As expeditiously
thereafter as is reasonably possible, the Company shall
investigate the alleged violation and shall consider, under
such rules of procedure as the Company believes reasonable,
such evidence and/or testimony as the Company and/or the
Participant and/or other person or persons receiving or
otherwise entitled to receive the amounts in question may
desire to submit in support of or in refutation of the
alleged violation. The decision of the Company as to whether
the Participant violated any of the foregoing conditions
shall be final and conclusive. If the Company concludes that
there has been a violation of any of the foregoing
conditions, the right of such Participant and of each person
claiming by, through or under him, to receive any amount
hereunder shall thereupon cease, and if any payment of any
such amount had theretofore been made while the Participant
was violating such condition(s), the recipient thereof shall
become indebted to the Company in an amount equal to the
aggregate of all such payments theretofore received by him.
The company shall have the right, but shall not be
obligated, to institute proceedings in a court of competent
jurisdiction, in the name and on behalf of the Company, to
recover the amount of such indebtedness, together with all
costs (including reasonable attorneys' fees) incurred in
effecting such recovery. If the Company concludes that there
has not been a violation of any of the foregoing conditions,
the amounts so withheld or suspended shall be payable as
though the Company had never instituted any proceedings or
withheld or suspended any payments, without, however, any
interest for the period during which such amounts were
withheld or suspended.
(ii) The foregoing provisions of this Section authorizing the
Company to give notice of an alleged violation or possible
violation of the above conditions shall not be interpreted
as requiring the Company to take such action in each and
every instance of a violation or suspected violation
thereof, and in determining whether an attempt to enforce
the forfeiture provisions of this Section shall be made, the
Company may consider the possible economic damage it might
suffer, the circumstances surrounding the discontinuance of
the employment of the Participant with the Company and the
quantum of proof which the Company may have of a violation
of the aforesaid conditions.
(iii) The provisions of this Section shall in no way impair or
derogate from the rights or remedies which the Company may
otherwise have under any employment contract or agreement
with a Participant, or which the Company may have at law or
in equity, to prevent the disclosure of trade secrets or to
prevent a participant from engaging in competition with the
Company, or to recover damages therefor.
(d) If a Change in Control occurs, and if, within two (2) years
thereafter, the Participant's employment with the Company terminates
under circumstances
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which entitle the Participant to payment under Section 10 hereof,
then the Participant shall be released from any and all obligations
imposed under or pursuant to subsection (a) of this Section 8.
9. Designation of a Beneficiary. Each Participant shall specifically
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designate, by name, on forms provided by the Company, the
Beneficiary(ies) who shall receive any benefits which might be payable
after his death. Such designation may be made at any time satisfactory to
the Company. If a Participant has not designated a Beneficiary in the
manner provided above, it shall be conclusively presumed that he has
appointed his estate as his Beneficiary. A designation of a Beneficiary
may be changed or revoked without the consent of the Beneficiary at any
time or from time to time in such manner as may be provided by the
Company, and the Company shall have no duty to notify any person
designated as a Beneficiary of any change in any such designation which
might affect such person's present or future rights hereunder. If the
designated Beneficiary does not survive the Participant, all amounts
which would have been paid to such deceased Beneficiary shall be paid to
the alternative or successor Beneficiary or Beneficiaries (if any)
designated by the Participant or, if the Participant has not designated
any alternative or successor Beneficiary, to the estate of the deceased
Participant, but if a designated Beneficiary, having survived the
Participant, dies before receiving all of the amounts payable hereunder,
the amounts which such Beneficiary would have received had he survived
the Participant shall be paid to the estate of such deceased Beneficiary
unless a contrary direction was made by the Participant, in which event
such direction shall control. Not more than five persons, or if a greater
number, that number of persons as shall be necessary to permit the
Participant to designate as simultaneous Beneficiaries any or all of his
surviving children and his surviving spouse, may be named as simultaneous
Beneficiaries of any Participant at any one time, and if two or more
persons are to be simultaneous Beneficiaries, or if the Participant
wishes to designate alternative, successor, or contingent Beneficiaries,
the Participant shall specify the shares, terms and conditions upon which
amounts shall be paid to such multiple, alternative, successor or
contingent Beneficiaries, all of which must be satisfactory to the
Company. Any payments under this Plan which may be made to a Beneficiary
after the Death of a Participant shall be made only to the person(s)
designated pursuant to this section by the Participant who would
otherwise have been paid such amounts.
10. Termination Following Change in Control.
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(a) A Participant shall be entitled to receive from the Company a
single-sum cash payment in the amount provided in (b) below if there
has been a Change in Control and if, within two (2) years
thereafter, the Participant's employment with the Company terminates
other than (i) because of the participant's death or Retirement,
(ii) by action of the Company for "cause" (as defined in (c) below)
or "disability" (as defined in (d) below), or (iii) by action of the
Participant for other than "good reason" (as defined in (e) below).
(b) The cash payment to which a Participant is entitled under the
circumstances specified in (a) above shall be in an amount equal to
150% of the present value of his then vested benefit. For purposes
of this Section 10, and
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notwithstanding the provisions of Section 4(b)(i), a Participant
with less than ten (10) years of service will be deemed vested as to
the number of years he has participated in the Plan. Payment of such
benefit shall be made not later than ten (10) days after the
Participant's employment with the Company terminates.
(c) The Company shall be considered to have terminated a Participant's
employment for "cause" if and only if the termination is based upon
one or more of the following:
(i) The willful and continued failure by the Participant
substantially to perform his duties with the Company (other
than any such failure resulting from his incapacity due to
physical or mental illness) for a period of thirty (30) or
more days after the Board delivers to the Participant a
demand for substantial performance, which demand
specifically identifies the manner in which the Board
believes that the Participant has not substantially
performed his duties; or
(ii) The willful engagement by the Participant in gross
misconduct which is materially and demonstrably injurious to
the Company.
No act or failure to act shall be considered "willful" unless done,
or omitted to be done, by the Participant not in good faith and
without reasonable belief that the act or omission was in (or not
opposed to) the best interest of the Company.
Notwithstanding the above, the Company shall not be considered to
have terminated a Participant's employment for "cause" unless and
until the Company delivers to the Participant a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters
(3/4) of the then Continuing Directors or, if there are no
Continuing Directors, three-quarters (3/4) of the entire membership
of the Board at a meeting of the Board duly called and held for that
purpose (after reasonable prior notice to the Participant and an
opportunity for the Participant, together with his counsel, to be
heard before the Board before adoption of such resolution), finding
that, in the good faith opinion of the voting members of the Board,
the Participant was guilty of conduct set forth in (a) or (b) above,
and specifying, in detail, the particular's thereof.
(d) The Company shall be considered to have terminated a Participant's
employment for "disability" if and only if the termination is based
on the Participant's absence from duties with the Company on a
full-time basis for at least one-hundred and eighty-three (183)
consecutive days, as a result of incapacity due to physical or
mental illness, and which incapacity is expected thereafter to be of
long continued or indefinite duration or to result in death, as
determined based on competent medical advice satisfactory to the
then Continuing Directors or, if there are no Continuing Directors,
the Board.
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(e) A Participant shall be considered to have terminated his or her
employment for "good reason" if and only if the termination is based
on one or more of the following:
(i) The assignment to the Participant, without his or her
written consent, of duties which are inconsistent with his
or her position, duties, responsibilities or status with the
Company immediately before the Change in Control;
(ii) A change, without the Participant's written consent, in his
or her reporting responsibilities, titles or offices as in
effect immediately before the Change in Control, or the
removal of the Participant from, or the Company's failure to
re-elect the Participant to, any such office;
(iii) A reduction in the Participant's base salary as in effect
immediately before the Change in Control, or the failure of
the Company to increase the Participant's base salary each
year after the Change in Control by an amount which at least
equals, on a percentage basis, the mean average percentage
increase (if any) in the base salary of all officers of the
Company during the two (2) full calendar years immediately
preceding the Change in Control;
(iv) As to a Participant who is assigned to the Company's
principal executive offices at the time of the Change in
Control, (i) the relocation of the Company's principal
executive offices to a location outside the area of
metropolitan St. Louis, Missouri, or (ii) the requirement by
the Company that the Participant be based anywhere other
than the Company's principal executive offices, except for
required travel on the Company's business to an extent
substantially consistent with the Participant's business
travel obligations immediately before the Change in Control,
or (iii) if the Participant consents in writing to a
relocation of the Company's principal executive offices, the
failure of the Company to pay (or reimburse the Participant
for) all reasonable moving expenses incurred by the
Participant relating to a change of his or her principal
residence in connection with such relocation and to
indemnify the Participant against any loss (as defined
below) realized on the sale of his or her principal
residence in connection with any such change of residence.
For purposes of this subsection, the "loss" on the sale of a
principal residence means the excess of (i) the higher of
the Participant's aggregate investment in such residence, or
the appraised value of such residence as determined by a
real estate appraiser designated by the Participant and
reasonably satisfactory to the Company, over (ii) the actual
sale price of such residence (net of sales commission and
other reasonable expenses of sale, if any);
(v) The discontinuance of any benefit or compensation plan,
pension plan, profit-sharing plan, employee stock ownership
plan, stock purchase plan, stock option plan, life insurance
plan, health and accident plan, or disability plan (or plans
providing substantially similar benefits) in
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which the Participant was participating immediately before
the Change in Control;
(vi) Any action by the Company which adversely affects the
Participant's participation in or materially reduces his or
her benefits under any plan specified in (e), above, or
which deprives the Participant of any material fringe
benefit enjoyed by him or her immediately before the Change
in Control, or the failure by the Company to provide the
Participant with at least the number of paid vacation days
to which he or she then is entitled on the basis of years of
service with the Company in accordance with the Company's
normal vacation policy in effect immediately before the
Change in Control.
(f) A Participant's receipt of benefits under this Section 10 shall be
in lieu of all other benefits provided by this Plan.
11. Change in Control Following Termination. Notwithstanding anything herein
---------------------------------------
to the contrary, in the event of a change in control of the Company, as
such term is defined in Section 10, a former Participant is no longer
employed by the Company and is currently receiving benefits or is
entitled to receive benefits at that or some future time, said former
Participant shall be paid in a lump sum 100% of the present value of any
benefits then unpaid.
12. Modification, Amendment, or Termination. The Company reserves the
---------------------------------------
absolute right to modify or amend this Plan in whole or in part, at any
time and from time to time, effective as of any specified prior, current
or future date, by action of the Board; provided, however, that except as
expressly stated herein the Company shall have no power to modify or
amend the Plan in any manner which would reduce any amount then payable
to Participants or others hereunder unless such action is necessary to
prevent this Plan from being subject to any provision of Title I,
Subtitle B, Parts 2, 3 or 4 of the Employee Retirement Income Security
Act of 1974.
The company also reserves the right to terminate this Plan, in whole or
in part, voluntarily as of any specified current or future date by action
of its Board; provided, that this Plan may not be terminated in part as
to any one individual, but only as regards some class of Participants or
prospective Participants such as Employees of a particular subsidiary of
the Company. This Plan shall be automatically terminated upon a
dissolution of the Company (but not upon a merger, consolidation,
reorganization or recapitalization of the Company if the surviving
corporation therein specifically assumes this Plan and agrees to be bound
by the terms hereof); upon the Company being legally adjudicated a
bankrupt; upon the appointment of a receiver of trustee in bankruptcy
with respect to the Company's assets and business if such appointment is
not set aside within 90 days thereafter; or upon the making by the
Company of an assignment for the benefit of creditors. Upon a termination
of this Plan no additional Employees shall become Participants and no
additional amounts shall be accrued hereunder for subsequent payment.
Notwithstanding the total or partial termination of this Plan, no
Participant affected thereby shall be deprived of his right to receive
any amount theretofore earned by him hereunder (calculated as if the date
of such termination were the date on which the Participant's
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employment ceased) at the time and in the manner provided by this Plan,
upon his observance and performance of his obligations under the
Agreement to which he is a party and subject to the provisions of
Section 8.
13. Conditions for Receipt of Payments. No payments will be made hereunder to
----------------------------------
a living Participant who is competent to handle his own affairs until
such Participant submits to the Committee a statement, substantially in
the form of Exhibit B, confirming that his planned activities will not
violate (or, if he has been away from the Company for any extensive
period, that his previous activities have not violated) Section 8 hereof.
14. Funding Upon Change in Control. In the event of a Change in Control or
------------------------------
Potential Change in Control, the Company shall be required to deposit
with the Trustee an amount, with respect to the Plan, equal to the excess
of (i) the sum of the maximum amount potentially payable under Section 10
to each Participant hereunder in the form of a single-sum payment upon
termination of employment with the Company within two (2) years after a
Change in Control, over (ii) the then current value of the Trust
allocable to the Plan. The deposit hereunder shall be determined in
accordance with the Trust, the terms of which are hereby incorporated by
reference. Amounts deposited with the Trustee shall be held and disposed
of in accordance with the terms of the Trust and payments made under the
terms of the Trust shall be in satisfaction of claims against the Company
under the Plan. Nothing in the Plan or Trust shall relieve the Company of
its liabilities to pay amounts under the Plan except to the extent that
such liabilities are met from the use of the assets of the Trust.
15. Miscellaneous.
-------------
(a) If any amount becomes payable to the estate of a deceased person,
the amount thereof may, in the sole discretion of the Company, be
paid in a single lump sum, the amount of which shall be the commuted
present value of the total amount thereafter payable, calculated at
an interest rate established by the Committee.
(b) In any instance in which the Company in its sole and uncontrolled
discretion believes such action to be in the best interest of the
party entitled to receive any payment provided by this Plan, or to
be in the best interests of the Company (such as to eliminate small
account balances or to avoid the administrative inconvenience and
expense which might be incurred if relatively small amounts were to
be paid to multiple recipients over lengthy periods of time),
amounts payable in installments pursuant to the provisions of this
Plan may be paid in a single lump sum, the amount of which shall be
determined in the manner provided in paragraph (a) above. It is
intended by this paragraph to vest the Company with full discretion
to administer this Plan and to determine when and under what
circumstances deviations which accelerate payments are necessary,
desirable or appropriate, and the Company shall have full power to
authorize such deviations as regards each payee separately, not
withstanding that one or more persons may be payees of amounts
relating to the same Participant. To illustrate, the Company shall
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be free to authorize a lump sum distribution to one Beneficiary of a
deceased Participant, while directing that another Beneficiary of
the same deceased Participant receive the amount to which he is
entitled over a period of time. The Company will normally consider
the wishes of any payee who might request a deviation from the
normal method of payment applicable to him, but shall not be
obligated to honor any request for deviation.
(c) A Participant who becomes a part-time Employee of or consultant to
the Company shall be considered to have ceased to be an Employee.
(d) Except as otherwise required by law or expressly permitted by the
terms of this Plan, no amount payable hereunder shall be subject to
alienation, sale, transfer, assignment, pledge or encumbrance of any
kind, or shall be liable for or subject to the debts or liabilities
of any Participant or Beneficiary. If any Participant or Beneficiary
shall otherwise attempt to, or shall, alienate, sell, transfer,
assign, pledge or otherwise encumber the amounts payable to him
hereunder, or if by reason of bankruptcy or other event, such
amounts would at any time be received or enjoyed by persons other
than the Participant or his designated Beneficiary, the Company
shall terminate such person's interest in any such amount and shall
hold or apply the same to or for the use of the person otherwise
entitled to said amounts under the terms of this Plan.
(e) This Plan and all Agreements entered into hereunder shall be
construed and enforced under and in accordance with the laws of the
State of Missouri.
(f) All actuarial matters hereunder shall be decided by an actuary
selected by the Committee in its sole discretion.
(g) The Company or its nominees shall perform all ministerial activities
necessary to the efficient administration of this Plan, shall
maintain all proper files and records, and shall provide all forms,
notices and other documents in connection herewith. All rules and
regulations of general applicability shall be promulgated by the
Committee.
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EXHIBIT A
ANGELICA CORPORATION
--------------------
Agreement and Designation of Beneficiary
----------------------------------------
Date_______________
Employee's Name_______________________________________________________________
(Last) (First) (Middle)
Residence Address ____________________________________________________________
____________________________________________________________
Social Security Number _______________________________________________________
I hereby acknowledge receipt of a copy of the Angelica Corporation
Supplemental Plan, which I have read, and in which I have been invited to
participate. I hereby accept such invitation and elect to become a Participant
in the Plan.
I understand that as such a Participant I will earn a supplement to the
retirement benefit I may receive under the Company's qualified pension plan,
after I leave the employ of the Company and its subsidiaries, calculated as
set out in the Plan, which will be paid to me after I leave the employ of the
Company (and which, under certain circumstances, may continue to be paid to my
designated beneficiary for some period after my death).
I understand that amounts payable under the Plan will be unfunded until
actually due, and will not be held in any trust or escrow account. I
understand also that an amount will be payable to me only if I refrain from
disclosing the trade secrets of the Company and from engaging in activities
competitive with the business(es) of the Company and its subsidiaries with
which I was associated while employed. I agree to observe these conditions in
accordance with the requirements of the Plan, and for this purpose I agree
that Section 8 of the Plan shall be incorporated herein by this reference.
I hereby designate the following person(s) as my primary beneficiary(ies)
to receive (in the share(s) specified) any amounts which may be payable under
the Plan in the event of my death:
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Name of Share Address and Social
Primary Beneficiary (%) Relationship Security Number
------------------- --- ------------ ------------------
------------------- ---- ------------ -----------------------
-----------------------
S. S. No.
-------------
------------------- ---- ------------ -----------------------
------------------- ---- ------------ -----------------------
S. S. No.
-------------
If the above-named beneficiary or beneficiaries predecease me, or
having.survived me die prior to final and complete payment of all amounts due
me under the Plan, I designate the following person or persons (or the
survivor(s) of them) as successor beneficiary or beneficiaries to whom such
amounts (or the unpaid balance thereof) shall be paid, in the share(s)
specified:
Name of Share Address and Social
Primary Beneficiary (%) Relationship Security Number
------------------- --- ------------ ------------------
------------------- ---- ------------ -----------------------
-----------------------
S. S. No.
-------------
------------------- ---- ------------ -----------------------
------------------- ---- ------------ -----------------------
S. S. No.
-------------
(Not more than five persons may be designated as simultaneous
beneficiaries, except that a Participant may designate his spouse and/or
some or all of his children, regardless of their number, to be
simultaneous beneficiaries. If more than one beneficiary is designated
and the share which each such beneficiary is to receive is not specified,
payments will be made to each beneficiary equally.)
I understand that I may change the above designations of beneficiary at
any time.
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This Agreement will be effective when accepted by the Company at its
office at St. Louis County, Missouri, and will constitute a Missouri contract.
----------------------------- -------------------------------
(Witness) (Signature of Participant)
Approved and accepted by Angelica Corporation, at St. Louis County,
Missouri, on , 20 .
-------------- ---
ANGELICA CORPORATION
By:
----------------------------
(Two copies of this form should be completed (typed or printed) and executed.
One copy, countersigned by the Company, will be returned to the Participant and
the other copy will be retained by the Company.)
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EXHIBIT B
Date
-----------------
Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
Attention: President
Gentlemen:
My employment with
--------------------------------------------------
(Name of member of Angelica organization)
terminated effective
---------------------------------------------------------
(Date)
by reason of
-----------------------------------------------------------------
(specify reason for termination)
At that time I was a Participant in the Angelica Corporation Supplemental Plan.
So that the Compensation and Organization Committee of the Board of
Directors can determine my eligibility to receive payments under such Plan I
hereby represent:
1. I now intend to become employed by (or self-employed in) the following
business:
---------------------------------------------------------------------
---------------------------------------------------------------------
2. The business above-mentioned manufactures, fabricates and sells the
following product(s), and/or service:
---------------------------------------------------------------------
---------------------------------------------------------------------
3. The end-use for which the product or service is intended is:
---------------------------------------------------------------------
---------------------------------------------------------------------
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4. Since leaving the Angelica organization, I have been employed by the
following:
Employer Product/Service
-------- ---------------
------------------------------ ----------------------------
------------------------------ ----------------------------
------------------------------ ----------------------------
I certify that none of my past or present activities violate any of the
covenants contained in Section 8 of the Plan, and that none of the activities in
which I propose to engage in the foreseeable future will violate such Section 8.
I acknowledge that my receipt of payments under the Plan constitutes adequate
consideration for my continued compliance with such Section.
Any communication required by the Plan or necessary for its efficient
administration shall be sent to me by first-class mail to
---------------------
-------------------------------------------------------------------------------
or to such other address as I may notify you in writing.
----------------------------
(Signature)
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EXHIBIT C
(i) Assume the benefit is frozen at the amount to which the employee is
then vested, with no continued participation.
Ex: 15 years service
Vested at .4375
FAC as of date of freezing $80,000
Plan Percentage at 40%
Annual 10 year Benefit = 80,000 x .40 x .4375 = $14,000
Benefit would be $14,000 a year for 10 years, payable starting at age
65. The amount would be subject to offset by the Pension Plan.
(ii) Assume the percentage is lowered, which would result in the vested
benefit being frozen at its current level and the new percentage
applied to future years.
Ex: assume that employee in example (i) has a percentage reduction to
30%. He works another 15 years and retires with a FAC of $110,000. The
first 15 years would be calculated as in example (i). The second
fifteen years would be calculated as follows:
vested to .5625 (15 year x .0375*)
[FN]
*this is the same rate at which participation in all years after 10
vest.
110,000 x .5625 x .30 = $18,562.50
Total annual benefit due would be the sum of the two calculations:
(14,000 + 18,562.50 = $32,562.50 subject to offset by the Pension Plan.
Note that under the current Plan, using a FAC of $110,000 and 40%, the
annual 10 year benefit due would be $44,000.
(iii) Assume the employee has less than 10 years service at the time the
benefit is frozen or the percentage reduced. The calculations would be
essentially the same with the first ten years vesting at 2.5% per
year. However, while the benefit is frozen, it will not vest until the
employee has 10 years service.
Ex: 5 years service
FAC at time of freezing $80,000
Vesting percentage .125 (.025 x 5)
Plan Percentage at 30%
80,000 x .125 x .30 = $3000
Annual 10 year benefit is $3,000 payable at age 65, provided employee
--------
works for the Company 10 years.
Compensation Committee would have the discretion as to whether a benefit is
frozen, and whether the percentage is reduced or eliminated.
22
