Exhibit 10.2





Exhibit 10.2








March 29, 2010




Joseph A. Jeffries


Dear Joe:



The Company has awarded you a special cash retention award subject to the terms of this Award
letter. Subject to the requirements and limitations set forth in this Award letter, on September
30, 2010, you will receive a lump sum cash payment of $75,000, less applicable tax and withholdings
(the “Award”). For purposes of this Award letter, “Company” means A.C. Moore Arts & Crafts, Inc.
or A.C. Moore Incorporated, as appropriate.



1. Right to Receive Award. Your right to receive the Award is contingent on (i) your
agreeing to the terms of this Award by signing where indicated below, (ii) your remaining
continuously employed on a full-time active basis with the Company through September 30, 2010, and
(iii) your continuing to achieve a performance rating of “meets expectations” or higher. If you
satisfy these requirements, the Award will be paid to you in a single lump sum cash payment on
September 30, 2010.



2. Forfeiture. If prior to September 30, 2010, (i) your employment with the Company
terminates for any reason other than your death or permanent disability, or (ii) your employment
status with the Company changes to part-time, then the Award will be forfeited in full as of the
date of your termination or change in status, as the case may be. In such instance, you will not
be entitled to receive a pro rata portion of the Award.



If your employment with the Company terminates before September 30, 2010 because you die or
become permanently disabled, then the Award will vest as of the date of your death or termination
for permanent disability (assuming you otherwise meet the requirements under this Award letter).
The Board of Directors or the Compensation Committee of the Board will determine whether a
permanent disability exists for purposes of the foregoing, and such determination will be
conclusive and binding.



3. Change of Control. If you remain continuously employed on a full-time active basis
with the Company through and including the date on which a Change of Control of the Company occurs,
then notwithstanding any provision herein to the contrary, the Award shall automatically vest and
be payable to you upon the effective date of the Change of Control. For this purpose, “Change of
Control” has the meaning set forth in the Company’s 2007 Stock Incentive Plan.



4. Interpretation. The interpretation and construction of any provision or term of
this Award letter by the Committee will be final and conclusive. The terms of this Award letter
and all actions taken hereunder will be governed by the laws of the State of New Jersey, without
regard to the conflict of law provisions of any jurisdiction.


 












 





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March 29, 2010



5. Entire agreement. This Award agreement is the entire agreement between you and the
Company concerning the Award granted hereunder. In the case of a conflict between the Amended and
Restated Employment Letter, dated August 10, 2009, between you and the Company and this Award
agreement relating to the terms of this Award, the terms of this Award agreement will control.



6. Employment status. Nothing in this Award agreement confers any right to continued
employment with the Company, or affects the Company’s right to terminate your employment at any
time, with or without notice, and with or without cause.



[Signature page follows on next page.]




 












 







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March 29, 2010



IN WITNESS WHEREOF, the parties have caused this Award agreement to be duly executed and
delivered as of the date first written above.



	 	 	 	 	 
	 	Sincerely,




A.C. MOORE ARTS & CRAFTS, INC.

 	 
	 	By:  	/s/ Amy Rhoades	 
	 	 	Name:  	Amy Rhoades 	 
	 	 	Title:  	Senior Vice President and
General Counsel 	 



	 	 	 
	ACCEPTED:
	 	 
	 
	/s/ Joseph A. Jeffries
	 

Joseph A. Jeffries