EX-10.23



 







Exhibit 10.23




Compensation Committee

of the Board of Directors

Jo-Ann Stores, Inc.




February 28, 2006




Alan Rosskamm




re: Change in Status




Dear Alan:



As we have previously advised, the Board of Directors of Jo-Ann Stores, Inc. has determined to
change its search for a new President and Chief Executive Officer to a search for a new Chairman,
President and Chief Executive Officer. The purpose of this letter is to confirm that you will
continue to serve as Chairman, President and Chief Executive Officer through the date on which
those positions are assumed by another individual (the “Transition Date”), to acknowledge that you
will cease to hold those positions from and after the Transition Date, and to set forth the
compensation the Company will pay and provide to you both through and after the Transition Date.





	1.	 	Continuing Employment. Until the Transition Date, the Agreement entered into between you and
the Company on October 21, 2005 (the “Employment Agreement”) will continue in full force and
effect. Until the Transition Date, your base salary and benefits will remain at their current
levels.
	 
	2.	 	Transition. Effective on the Transition Date, without any further action on your part or on
the part of the Company, you will cease to hold the positions of Chairman, President and Chief
Executive Officer and your status will thereafter be that of an outside director of the
Company.
	 
	3.	 	Compensation after Transition Date. Assuming you continue as Chairman, President and Chief
Executive Officer through the Transition Date:






	 	a.	 	Continuing Effectiveness of Employment Agreement. All of the terms of the Employment
Agreement will apply, treating your change in status on that date as a termination by you
for Good Reason (as defined in the Employment Agreement).
	 
	 	b.	 	Lump Sum Payment. The Company will pay to you, in a single lump sum payment to be made
within 10 days of the Transition Date, the sum of $1,800,000, net of applicable
withholding.
	 
	 	c.	 	Reimbursement of Legal Fees. The Company will reimburse you for up to $75,000 of legal
fees actually incurred by you in connection with the transition upon presentation of
invoices from your legal counsel to you.
	 
	 	d.	 	Waiver of Director’s Fees. In light of the continuation of base salary under the
Employment Agreement, you hereby waive any right you might otherwise have to receive fees
or stock or options commonly provided to outside directors for any period ending on or
before the third anniversary of the Transition Date.
	 
	 	e.	 	Mutual Release. As a condition precedent to the payment of the compensation provided
for in Sections 3a and 3b above, you and the Company will exchange mutual releases in form
and substance satisfactory both to you and to the Company.




 









 









Alan Rosskamm

February 28, 2006

Page 2






	4.	 	Continued Rights with respect to Existing Stock Options and Restricted Stock. We confirm
that, pursuant to the terms of the Company’s incentive compensation plan under which you have
received both options to purchase Company Common Shares and restricted Company Common Shares,
your service as an outside director after the Transition Date will constitute continuing
service for purposes of the vesting and exercise of those shares and options.




Alan, the Board appreciates your long and dedicated service to the Company and your continuing
professionalism through the difficult portions of this transition. To indicate your agreement to
the foregoing, please countersign both original copies of this letter on the space provided below
and return one fully executed copy to me for the Company’s records.




Best regards,




	 	 	 
	/s/ Frank Newman
	 	 
	 	 	 
	Frank A. Newman	 	 
	Chairman, Compensation Committee	 	 






Agreed in all respects on this 28th day of February, 2006.




	 	 	 
	 

	 	/s/ Alan Rosskamm

	 

	 	 
	 

	 	Alan Rosskamm