exv10w26



 





Exhibit 10.26 





FIRST AMENDMENT TO 

 EMPLOYMENT AGREEMENT




     FIRST
AMENDMENT, dated as of November 15, 2006 (this
“Amendment”) to EMPLOYMENT AGREEMENT,
dated as of July 24, 2006 (as heretofore amended, the “Employment Agreement”) between A. C. Moore
Arts & Crafts, Inc., a Pennsylvania corporation (“Company”), and Amy Rhoades (“Executive”).
Capitalized terms used herein and not defined herein shall have the respective meanings set forth
for such terms in the Employment Agreement.



RECITALS:




     WHEREAS, Company and Executive have mutually agreed that certain provisions of the
Employment Agreement be amended, as set forth herein.



     NOW, THEREFORE, intending to be legally bound hereby, it is agreed as follows:



     Section 1.
Amendment to Paragraph 4(b). Immediately after the tenth word of the first
sentence, which is the word “terminated”, Paragraph 4(b) is amended to include the following
parenthetical:




“(including, without limitation, pursuant to the 60-day notice under
Paragraph 4(a))”



     Section 2.
Section 6(a)(iii) of Appendix I. Section 6(a)(iii) of Appendix I is hereby
amended to include the following as an additional last sentence:




“(iii) all options to purchase common stock in the Company to which
Executive would be entitled to be granted pursuant to the terms of this
Agreement shall immediately be deemed granted, vested and become
exercisable on the Date of Termination. Executive shall have 18 months
after the Date of Termination to exercise such options, subject to the
provisions of the plans under which they were granted.”



     Section 3.
Amendment to Appendix I. Appendix I is amended to include the following
Section 8:




“Options. All options to purchase common stock in the Company held by
Executive on the date of a Change of Control shall immediately be
deemed vested and become exercisable on the date of the Change in
Control and Executive shall have until
the end of the applicable original term of each such option to exercise
such options; provided, however, that in the event that



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Executive’s employment with the Company is terminated for any reason
(other than Cause) after the Change in Control, Executive shall have
until the earlier of (1) the end of the applicable original term of
each such option and (2) 18 months after the Date of Termination to
exercise such options post-termination. In the event that Executive’s
employment with the Company is terminated for Cause, all options held
by Executive shall terminate immediately.”



     Section 4.
Effectiveness. This Amendment shall be become effective as of the date hereof.



     Section 5.
Status of Employment Agreement. This Amendment is limited solely for the purposes
and to the extent expressly set forth herein, and, except as expressly set forth herein all of the
terms, provisions and conditions of the Employment Agreement shall continue in full force and
effect and are not effected by this Amendment.



     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Employment
Agreement to be duly executed and delivered as of the date first written above.



	 	 	 	 	 
	 	 	/s/ Amy Rhoades
	 	 	 
	 	 	AMY RHOADES
	 
	 	 	 	 
	 	 	A. C. MOORE ARTS & CRAFTS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Rick A. Lepley
	 

	 	 	 	 
	 

	 	 	 	Rick A. Lepley
	 

	 	 	 	Chief Executive Officer







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