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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 1, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-23157
 A.C. MOORE ARTS & CRAFTS, INC.
 (Exact name of registrant as specified in its charter)
 Pennsylvania
    
    22-3527763(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 130 A.C. Moore Drive, Berlin, New Jersey
    
    08009(Address of principal executive offices)
    
    (Zip Code)
 (856) 768-4930
 Common stock, no par value  (Title of class)
 The NASDAQ Stock Market LLC  (Name of each exchange on which registered)
 None
 o þ
 o þ
 þ o
 þ
 o o
  o Large accelerated filer
    
    o Accelerated filer
    
    o Non-accelerated filer
(Do not check if a smaller reporting company)
    
    þ Smaller reporting company
 o þ
 (1)
  DOCUMENTS INCORPORATED BY REFERENCE
  (1)
    
    The aggregate market value of the voting stock equals the number of shares of the
registrants common stock outstanding, reduced by the number of shares of common stock held by
executive officers, directors and shareholders owning in excess of 10 percent of the registrants
common stock, multiplied by the last reported sale price for the registrants common stock on the
last business day of the registrants most recently completed second fiscal quarter. The
information provided shall in no way be construed as an admission that any person whose holdings
are excluded from this figure is an affiliate of the registrant or that any person whose holdings
are included in this figure is not an affiliate of the registrant and any such admission is hereby
disclaimed. The information provided herein is included solely for record keeping purposes of the
Securities and Exchange Commission.




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESExhibit IndexSIGNATURESExhibit 31.1Exhibit 31.2    Table of Contents  EXPLANATORY NOTE
  Cautionary Statement Relating to Forward-Looking Statements
 As used herein, unless the context otherwise requires, all references to A.C. Moore, the
Company, we, our, us and similar terms in this report refer to A.C. Moore Arts & Crafts,
Inc. together with its subsidiaries.
 Certain oral statements made by our management from time to time and certain statements
contained herein or in other reports filed by us with the Securities and Exchange Commission
(SEC) or incorporated by reference herein or therein are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended, with respect to our results of operations and our business. All
such statements, other than statements of historical facts, including those regarding market
trends, our financial position and results of operations, business strategy, projected costs, and
plans and objectives of management for future operations, are forward-looking statements. In
general, such statements are identified by the use of forward-looking words or phrases including,
but not limited to, intended, will, should, may, believes, expects, expected,
anticipates and anticipated or the negative thereof or variations thereon or similar
terminology. These forward-looking statements are based on our current expectations. Although we
believe that the expectations reflected in forward-looking statements are reasonable, there can be
no assurance that such expectations will prove to be correct. These forward-looking statements
represent our current judgment. We disclaim any intent or obligation to update our forward-looking
statements. Because forward-looking statements involve risks and uncertainties, our actual results
could differ materially. Important factors that could cause actual results to differ materially
from our expectations are discussed in the Original Filing, particularly in Item 1. Business,
Item 1A. Risk Factors and Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations. All subsequent written and oral forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety by this Cautionary
Statement.




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  Director/Name
    
    Age
    
    Position with A.C. Moore
    
    Officer SinceMichael J. Joyce
    
    
    69
    
    
    Chairman of the Board
    
    
    2004Joseph F. Coradino
    
    
    59
    
    
    Director
    
    
    2006Neil A. McLachlan
    
    
    54
    
    
    Director
    
    
    2007Thomas S. Rittenhouse
    
    
    69
    
    
    Director
    
    
    2007Lori J. Schafer
    
    
    48
    
    
    Director
    
    
    2005Joseph A. Jeffries
    
    
    45
    
    
    Chief Executive Officer and Director
    
    
    2007David Stern
    
    
    44
    
    
    Executive Vice President and Chief
Financial and Administrative Officer
    
    
    2009David Abelman
    
    
    51
    
    
    Executive Vice President and Chief Merchandising and Marketing Officer
    
    
    2009Amy Rhoades
    
    
    39
    
    
    Senior Vice President and General Counsel
    
    
    2006Rodney Schriver
    
    
    54
    
    
    Vice President, Chief
Accounting Officer and Controller
    
    
    2004
    3




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4




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Audit Committee and Audit Committee Financial Expert
  Code of Ethical Business Conduct
 Code of Ethical Business Conduct www.acmoore.com
  5




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Section 16(a) Beneficial Ownership Reporting Compliance
  
 ITEM 11. EXECUTIVE COMPENSATION.
 COMPENSATION DISCUSSION AND ANALYSIS
 General
  Compensation Philosophy
  
    
    We structure our compensation program to target the median of the market in which we
compete for executive talent.
 
    
    We develop compensation programs that emphasize pay-for-performance yet do not
encourage executives to take imprudent risk.
 
    
    We seek to retain and motivate a talented management team to maximize shareholder
value.
 
    
    We strive to ensure the compensation programs maintain an appropriate balance
between base salary, annual and long-term stock-based incentive compensation.
 
    
    We motivate our executives to achieve financial and operational goals by providing
them with opportunities to earn annual incentive payments, at market amounts, based on
above-market performance.
 
    
    We strive to align the earnings prospects and interests of executives with those of
our shareholders.
 
    
    We believe our executives should have meaningful levels of ownership of A.C. Moore
common stock.
  6




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Recent Developments and Compensation Actions in 2010
    
    
    In March 2010, A.C. Moore entered into an agreement and release with Mr. Lepley in
connection with his retirement. Also in March 2010, in connection with his appointment
as Acting Chief Executive Officer, A.C. Moore entered into a special cash award
agreement with Mr. Jeffries providing for a cash bonus of $75,000 payable on September
30, 2010, subject to satisfaction of certain conditions.
 
    
    In March 2010, the Compensation Committee approved the 2010 annual incentive plan
that provided the named executive officers with a cash incentive opportunity upon the
Companys achievement of certain financial goals. These goals are discussed in more
detail below under 2010 Annual Incentive Plan. As A.C. Moore did not achieve the
2010 annual incentive plan goals, no named executive officer received an annual
incentive bonus for performance in fiscal 2010.
 
    
    In April 2010, the Compensation Committee retained Towers Watson, an independent
outside compensation consultant, to assist in reviewing executive officer compensation
and updating the Companys peer group of companies for benchmarking purposes.
 
    
    On August 19, 2010, A.C. Moore entered into an amended and restated employment
letter with Mr. Jeffries in connection with his appointment as Chief Executive Officer
in June 2010.
 
    
    On August 26, 2010, Mr. Stern was appointed Chief Administrative Officer in addition
to continuing to serve as Chief Financial Officer.
 
    
    On August 26, 2010, Mr. Schriver was appointed Chief Accounting Officer. On
December 6, 2010, A.C. Moore entered into an amended and restated employment letter
with Mr. Schriver.
 
    
    On December 14, 2010, the Board approved retention awards for Messrs. Jeffries,
Stern and Abelman and Ms. Rhoades to ensure that they are aligned with shareholders
interests by limiting retention risk. The retention award for Mr. Jeffries is an
equity grant; the retention award for each of Messrs. Stern and Abelman and Ms. Rhoades
is comprised of a mix of equity and cash payable on December 31, 2011, unless earlier
vested pursuant to the terms of the award agreements.
 
    
    Consistent with A.C. Moores announcement in August 2009, A.C. Moore has not entered
into any agreements or material amendments to agreements, including but not limited to
Mr. Jeffries amended and restated agreement, that provide for excise tax gross-up
provisions with respect to payments contingent upon a change in control.
  7




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Establishing Executive Compensation and Compensation Committee Process
 Role of the Compensation Committee
     Role of Management
   8




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Use of Independent Outside Compensation Consultants
   Benchmarking and Competitive Data
    Americas Car Mart Inc.
    
    Destination Maternity Corporation
    
    Marinemax Inc.Bebe Stores, Inc.
    
    Gander Mountain Co.
    
    Monroe Muffler Brake Inc.Big 5 Sporting Goods Corp.
    
    Golfsmith International Holdings Inc.
    
    Perfumania Holdings, Inc.Books-A-Million Inc.
    
    Hancock Fabrics Inc.
    
    Select Comfort CorporationBuckle Inc.
    
    Hastings Entertainment Inc.
    
    Shoe Carnival Inc.Build-a-Bear Workshop Inc.
    
    Haverty Furniture Companies Inc.
    
    Sport Chalet Inc.Casual Male Retail Group, Inc.
    
    Hibbett Sports, Inc.
    
    Trans World Entertainment CorporationCato Corp.
    
    Hot Topic Inc.
    
    Ulta Salon Cosmetics & Fragrance, Inc.Christopher & Banks Corporation
    
    Jos. A. Banks Clothiers Inc.
    
    Vitamin Shoppe, Inc.Citi Trends
    
    Kirklands Inc.
    
    West Marine, Inc.Conns Inc.
    
    Lumber Liquidators Holdings, Inc.
    
    Wet Seal Inc.
Zumiez, Inc.
  9




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Components of Compensation
    Base Salary
  10




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
    
    Mr. Jeffries base salary increased from $307,700 to $475,000 in connection with his
appointment in June 2010 as Chief Executive Officer.
 
    
    Mr. Sterns base salary increased from $275,000 to $330,000 in connection with his
appointment in August 2010 as Chief Administrative Officer in addition to continuing to
serve as Chief Financial Officer.
 
    
    The monthly stipend of $5,000, less applicable tax and withholdings, to offset
travel and housing expenses approved in March 2010 for Mr. Abelman was eliminated in
August 2010 and converted to a corresponding increase in his base salary. As a result,
Mr. Abelmans annual base salary was increased from $300,000 to $360,000.
 
    
    Ms. Rhoades base salary was increased from $195,000 to $210,000 in April 2010.
 
    
    Mr. Schrivers base salary was increased from $190,500 to $205,500 in connection
with his appointment in August 2010 as Chief Accounting Officer.
 Annual Incentives
    11




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Long-Term Equity Incentives
      12




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December 2010 Retention Award
     March 2008 Retention Award
    13




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Review of Accounting and Tax Impact of Executive Compensation
  Retirement Plan and Other Benefits
     14




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Stock Ownership Guidelines
  Ownership MultipleExecutive
    
    of Base SalaryChief Executive Officer
    
    Three (3) timesAll Other Officers at the Vice President level and above
    
    One (1) times
    15




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COMPENSATION COMMITTEE REPORT
   THE COMPENSATION COMMITTEE
  16




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EXECUTIVE COMPENSATION
 Summary Compensation Table for Fiscal 2010
  Non-EquityStock
    
    
    Option/SARs
    
    
    Incentive Plan
    
    
    All OtherName and
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalPrincipal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(1)
    
    
    ($)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)*
    
    
    (e)
    
    
    (f)
    
    
    (g)*
    
    
    (h)
    
    
    (i)Joseph A. Jeffries, Chief Executive Officer (2)
    
    
    2010
    
    
    
    418,692
    
    
    
    215,000
    (3)
    
    
    380,642
    
    
    
    291,804
    
    
    
    
    
    
    
    
    
    
    
    1,306,1382009
    
    
    
    307,700
    
    
    
    70,000
    
    
    
    159,679
    
    
    
    19,397
    
    
    
    
    
    
    
    
    
    
    
    556,7762008
    
    
    
    296,158
    
    
    
    87,500
    
    
    
    91,477
    
    
    
    107,685
    
    
    
    
    
    
    
    
    
    
    
    582,820David Stern,
Executive Vice President
and Chief Financial and Administrative Officer(4)
    
    
    2010
    
    
    
    311,667
    
    
    
    
    
    
    
    225,392
    
    
    
    216,054
    
    
    
    
    
    
    
    
    
    
    
    753,1132009
    
    
    
    132,291
    
    
    
    200,000
    
    
    
    210,600
    
    
    
    46,280
    
    
    
    
    
    
    
    43,537
    
    
    
    632,708David Abelman,
Executive Vice President
and Chief Marketing and Merchandising Officer(5)
    
    
    2010
    
    
    
    325,385
    
    
    
    
    
    
    
    225,392
    
    
    
    216,054
    
    
    
    
    
    
    
    117,315
    (6)
    
    
    884,1462009
    
    
    
    186,923
    
    
    
    200,000
    
    
    
    203,950
    
    
    
    42,900
    
    
    
    
    
    
    
    30,428
    
    
    
    664,201Amy Rhoades, Senior Vice President and General Counsel
    
    
    2010
    
    
    
    209,712
    
    
    
    89,790
    (7)
    
    
    119,549
    
    
    
    129,837
    
    
    
    
    
    
    
    
    
    
    
    548,8882009
    
    
    
    195,000
    
    
    
    44,895
    
    
    
    64,621
    
    
    
    2,217
    
    
    
    
    
    
    
    
    
    
    
    306,7332008
    
    
    
    189,069
    
    
    
    44,895
    
    
    
    25,411
    
    
    
    29,912
    
    
    
    16,544
    
    
    
    982
    
    
    
    306,813Rodney Schriver,
Vice President, Chief Accounting Officer and Controller(8)
    
    
    2010
    
    
    
    197,090
    
    
    
    77,500
    (7)
    
    
    15,551
    
    
    
    31,000
    
    
    
    
    
    
    
    
    
    
    
    321,1412009
    
    
    
    185,000
    
    
    
    38,750
    
    
    
    25,880
    
    
    
    1,478
    
    
    
    
    
    
    
    
    
    
    
    251,108Rick A. Lepley, former President and Chief Executive Officer (9)
    
    
    2010
    
    
    
    193,878
    
    
    
    275,000
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    528,648
    (10)
    
    
    997,5262009
    
    
    
    575,000
    
    
    
    137,500
    
    
    
    103,279
    
    
    
    19,397
    
    
    
    
    
    
    
    
    
    
    
    835,1762008
    
    
    
    564,583
    
    
    
    137,500
    
    
    
    130,712
    
    
    
    215,500
    
    
    
    
    
    
    
    116,211
    
    
    
    1,164,506
 
 *
    
    Column (d) reflects non-equity discretionary bonuses. Generally, unless otherwise described
below, amounts reflected in column (d) represent new hire bonuses. Column (g) reflects
non-equity incentive-based bonuses paid under our Annual Incentive Plan.(1)
    
    Represents the aggregate grant date fair value computed in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation
(referred to as FASB ASC Topic 718), based on assumptions set forth in Note 1 to the
consolidated financial statements included in A.C. Moores Annual Report on Form 10-K for the
fiscal year ended January 1, 2011 (referred to as the 2010 Form 10-K).  17




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(2)
    
    Mr. Jeffries was appointed Chief Executive Officer effective June 17, 2010. He was appointed
Acting Chief Executive Officer effective March 31, 2010.(3)
    
    Represents (i) $140,000 pursuant to the March 2008 retention award agreement, and (ii)
$75,000 pursuant to the special award agreement in connection with his appointment as Acting
Chief Executive Officer.(4)
    
    Mr. Stern was appointed A.C. Moores Executive Vice President and Chief Financial Officer
effective June 8, 2009 and Chief Administrative Officer effective August 26, 2010.(5)
    
    Mr. Abelman was appointed A.C. Moores Executive Vice President and Chief Marketing and
Merchandising Officer effective May 7, 2009.(6)
    
    Represents relocation benefits, including real estate settlement costs and housing and travel
expenses, pursuant to his employment letter, as amended.(7)
    
    Represents payment pursuant to the March 2008 retention award agreement.(8)
    
    Mr. Schriver was appointed Chief Accounting Officer effective August 26, 2010. He served as
principal financial officer from April 24, 2009 through June 8, 2009.(9)
    
    Mr. Lepley retired effective March 31, 2010.(10)
    
    Represents severance and other payments pursuant to the Agreement and Release, dated March
29, 2010, between the Company and Mr. Lepley. 
  18




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Grants of Plan-Based Awards in Fiscal 2010
  Stock
    
    
    Options/SARsAwards:
    
    
    Awards:
    
    
    
    
    
    
    Grant DateNumber of
    
    
    Number of
    
    
    Exercise or
    
    
    Fair Value ofShares of
    
    
    Securities
    
    
    Base Price of
    
    
    Stock andStock or
    
    
    Underlying
    
    
    Options/
    
    
    Options/Approval
    
    
    Units
    
    
    Options/ SARs
    
    
    SARs Awards
    
    
    SARs AwardsName
    
    Grant Date
    
    
    Date
    
    
    (#)(1)
    
    
    (#)(2)
    
    
    ($/Sh)
    
    
    ($)(3)Joseph A. Jeffries
    
    
    03/25/2010
    
    
    
    03/25/2010
    
    
    
    43,846
    
    
    
    82,777
    
    
    
    2.78
    
    
    
    250,196
    (4)08/19/2010
    
    
    
    08/2/2010
    (5)
    
    
    
    
    
    
    150,000
    
    
    
    1.96
    
    
    
    163,50012/14/2010
    
    
    
    12/14/2010
    
    
    
    125,000
    
    
    
    
    
    
    
    
    
    
    
    258,750David Stern
    
    
    03/25/2010
    
    
    
    03/25/2010
    
    
    
    43,846
    
    
    
    82,777
    
    
    
    2.78
    
    
    
    250,196
    (4)12/14/2010
    
    
    
    12/14/2010
    
    
    
    50,000
    
    
    
    75,000
    
    
    
    2.07
    
    
    
    191,250
    (6)David Abelman
    
    
    03/25/2010
    
    
    
    03/25/2010
    
    
    
    43,846
    
    
    
    82,777
    
    
    
    2.78
    
    
    
    250,196
    (4)12/14/2010
    
    
    
    12/14/2010
    
    
    
    50,000
    
    
    
    75,000
    
    
    
    2.07
    
    
    
    191,250
    (6)Amy Rhoades
    
    
    03/25/2010
    
    
    
    03/25/2010
    
    
    
    24,388
    
    
    
    46,024
    
    
    
    2.78
    
    
    
    139,136
    (7)12/14/2010
    
    
    
    12/14/2010
    
    
    
    25,000
    
    
    
    50,000
    
    
    
    2.07
    
    
    
    110,250
    (8)Rodney Schriver
    
    
    03/25/2010
    
    
    
    03/25/2010
    
    
    
    5,594
    
    
    
    20,000
    
    
    
    2.78
    
    
    
    46,551
    (9)Rick A. Lepley
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents grants of PARS. The PARS vest in three equal annual installments or upon the
Companys achievement of certain financial performance targets.(2)
    
    Represents grants of stock-settled SARs. With the exception of Mr. Jeffries grant dated
August 19, 2010, which vests in full in one installment on August 19, 2013, the SARs grants
vest and become exercisable in three equal installments each year beginning on the first
anniversary of the date of grant. All SARs have a seven-year term.(3)
    
    Grant date fair value of stock and option/SARs awards is computed in accordance with FASB ASC
Topic 718 based on assumptions set forth in Note 1 to the consolidated financial statements
included in A.C. Moores 2010 Form 10-K.(4)
    
    Includes a grant date fair value of $121,892 and $128,304 for the grants of, respectively,
PARS and SARs.(5)
    
    Reflects the date on which the Board approved the terms of Mr. Jeffries amended and restated
employment letter, which A.C. Moore and Mr. Jeffries executed effective August 19, 2010, in
connection with his appointment as Chief Executive Officer. The August 19, 2010 equity grant
was made pursuant to the amended and restated employment letter.(6)
    
    Includes a grant date fair value of $103,500 and $87,750 for the grants of, respectively,
PARS and SARs.(7)
    
    Includes a grant date fair value of $67,799 and $71,337 for the grants of, respectively, PARS
and SARs.(8)
    
    Includes a grant date fair value of $119,549 and $129,837 for the grants of, respectively,
PARS and SARs.(9)
    
    Includes a grant date fair value of $15,551 and $31,000 for the grants of, respectively, PARS
and SARs.  19




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Outstanding Equity Awards at Fiscal Year-End 2010
  Option/SARs Awards
    
    
    Stock AwardsNumber ofNumber of
    
    
    SecuritiesSecurities
    
    
    Underlying
    
    
    Option/
    
    
    
    
    
    
    Number ofUnderlying
    
    
    Unexercised
    
    
    SARs
    
    
    
    
    
    
    Shares or
    
    
    Market Value ofUnexercised
    
    
    Options/
    
    
    Exercise
    
    
    Option/
    
    
    Units of Stock
    
    
    Shares or Units ofOptions/ SARs
    
    
    SARs
    
    
    or Base
    
    
    SARs
    
    
    That Have
    
    
    Stock That Have(#)(1)
    
    
    (#)(1)
    
    
    Price
    
    
    Expiration
    
    
    Not Vested
    
    
    Not VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)(2)Joseph A. Jeffries
    
    
    5,000
    
    
    
    
    
    
    
    16.31
    
    
    
    11/28/2014
    
    
    
    232,948
    (3)
    
    
    584,67025,548
    
    
    
    12,774
    
    
    
    6.82
    
    
    
    03/31/20158,980
    
    
    
    17,960
    
    
    
    1.48
    
    
    
    02/20/2016
    
    
    
    82,777
    
    
    
    2.78
    
    
    
    03/25/2017
    
    
    
    150,000
    
    
    
    1.96
    
    
    
    08/19/2017David Stern
    
    
    8,667
    
    
    
    17,333
    
    
    
    3.56
    
    
    
    06/08/2016
    
    
    
    129,679
    (4)
    
    
    325,494
    
    
    
    82,777
    
    
    
    2.78
    
    
    
    03/25/2017
    
    
    
    75,000
    
    
    
    2.07
    
    
    
    12/14/2017David Abelman
    
    
    8,667
    
    
    
    17,333
    
    
    
    3.37
    
    
    
    05/07/2016
    
    
    
    129,679
    (5)
    
    
    325,494
    
    
    
    82,777
    
    
    
    2.78
    
    
    
    03/25/2017
    
    
    
    75,000
    
    
    
    2.07
    
    
    
    12/14/2017Amy Rhoades
    
    
    12,500
    
    
    
    
    
    
    
    16.38
    
    
    
    07/24/2016
    
    
    
    64,167
    (6)
    
    
    161,0596,300
    
    
    
    
    
    
    
    20.37
    
    
    
    02/20/20147,096
    
    
    
    3,549
    
    
    
    6.82
    
    
    
    03/31/20152,933
    
    
    
    5,865
    
    
    
    1.48
    
    
    
    02/20/2016
    
    
    
    46,024
    
    
    
    2.78
    
    
    
    03/25/2017
    
    
    
    50,000
    
    
    
    2.07
    
    
    
    12/14/2017Rodney Schriver
    
    
    750
    
    
    
    
    
    
    
    21.95
    
    
    
    08/26/2014
    
    
    
    13,944
    (7)
    
    
    34,999750
    
    
    
    
    
    
    
    23.51
    
    
    
    08/25/20153,600
    
    
    
    
    
    
    
    20.37
    
    
    
    02/20/20145,677
    
    
    
    2,839
    
    
    
    6.82
    
    
    
    03/31/20151,955
    
    
    
    3,910
    
    
    
    1.48
    
    
    
    02/20/2016
    
    
    
    20,000
    
    
    
    2.78
    
    
    
    03/25/2017Rick A. Lepley(8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    All stock options and SARs vest and become exercisable in three equal installments each year
beginning on the first anniversary of the date of grant. Awards expiring February 20, 2014,
August 26, 2014, August 25, 2015 and July 24, 2016 are stock options. Stock options expiring
August 26, 2014, August 25, 2015 and July 24, 2016 have a ten-year term. Stock options
expiring February 20, 2014 have a seven-year term. All other awards reflected in the table
under Option/SARs Awards are SARs. All SARs have a seven-year term.(2)
    
    Market value is calculated using $2.51 per share, the NASDAQ Stock Market closing price per
share of A.C. Moore Common Stock as of January 1, 2011.  20




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##### Table of Contents



(3)
    
    Represents (i) 5,000 PARS granted on November 28, 2007 which vest in three equal installments
upon A.C. Moores achievement of certain financial performance targets and vest in full on the
date that is four years from the grant date, if not earlier vested, (ii) 13,413 PARS granted
on March 31, 2008 which vest in four equal installments upon A.C. Moores achievement of
certain financial performance targets and vest in full on the date that is five years from the
grant date, if not earlier vested, (iii) 49,783 PARS granted on February 20, 2009 which vest
in three equal annual installments or accelerate upon the Companys achievement of certain
financial performance targets, of which 16,594 shares were vested as of January 1, 2011, (iv)
25,000 shares of restricted stock granted on November 10, 2009 which vest in two equal annual
installments from the date of grant, of which 12,500 shares were vested as of January 1, 2011,
(v) 43,846 PARS granted on March 25, 2010 which vest in three equal annual installments or
accelerate upon the Companys achievement of certain financial performance targets, and (vi)
125,000 PARS granted on December 14, 2010 which vest in three equal annual installments or
accelerate upon the Companys achievement of certain financial performance targets. Except
for 16,594 PARS from the February 20, 2009 grant and 12,500 shares from the November 10, 2009
restricted stock grant, all shares were unvested as of January 1, 2011.(4)
    
    Represents (i) 35,000 PARS granted on June 8, 2009 which vest in three equal annual
installments or accelerate upon the Companys achievement of certain financial performance
targets, (ii) 25,000 shares of restricted stock granted on November 11, 2009 which vest in two
equal annual installments from the date of grant, (iii) 43,846 PARS granted on March 25, 2010
which vest in three equal annual installments or accelerate upon the Companys achievement of
certain financial performance targets, and (iv) 50,000 PARS granted on December 14, 2010 which
vest in three equal annual installments or accelerate upon the Companys achievement of
certain financial performance targets. Except for 11,667 PARS from the June 8, 2009 grant and
12,500 shares from the November 10, 2009 restricted stock grant, all shares were unvested as
of January 1, 2011.(5)
    
    Represents (i) 35,000 PARS granted on May 7, 2009 which vest in three equal annual
installments or accelerate upon the Companys achievement of certain financial performance
targets, (ii) 25,000 shares of restricted stock granted on November 11, 2009 which vest in two
equal annual installments from the date of grant, (iii) 43,846 PARS granted on March 25, 2010
which vest in three equal annual installments or accelerate upon the Companys achievement of
certain financial performance targets, and (iv) 50,000 PARS granted on December 14, 2010 which
vest in three equal annual installments or accelerate upon the Companys achievement of
certain financial performance targets. Except for 11,667 PARS from the May 7, 2009 grant and
12,500 shares from the November 10, 2009 restricted stock grant, all shares were unvested as
of January 1, 2011.(6)
    
    Represents (i) 1,500 PARS granted on June 13, 2007 which vest in three equal installments
upon A.C. Moores achievement of certain financial performance targets and vest in full on the
date that is four years from the grant date, if not earlier vested, (ii) 3,726 PARS granted on
March 31, 2008 which vest in four equal installments upon A.C. Moores achievement of certain
financial performance targets and vest in full on the date that is five years from the grant
date, if not earlier vested, (iii) 3,079 PARS granted on February 20, 2009 which vest in three
equal annual installments or accelerate upon the Companys achievement of certain financial
performance targets, (iv) 15,000 shares of restricted stock granted on November 10, 2009 which
vest in two equal annual installments from the date of grant, (v) 24,388 PARS granted on March 25, 2010
which vest in three equal annual installments or accelerate upon the Companys achievement of
certain financial performance targets, and (vi) 25,000 PARS granted on December 14, 2010 which
vest in three equal annual installments or accelerate upon the Companys achievement of
certain financial performance targets. Except for 1,026 PARS from the February 20, 2009 grant
and 7,500 shares from the November 10, 2009 restricted stock grant, all shares were unvested
as of January 1, 2011.  21




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##### Table of Contents



(7)
    
    Represents (i) 1,500 PARS granted on June 13, 2007 which vest in three equal installments
upon A.C. Moores achievement of certain financial performance targets and vest in full on the
date that is four years from the grant date, if not earlier vested, (ii) 2,981 PARS granted on
March 31, 2008 which vest in four equal installments upon A.C. Moores achievement of certain
financial performance targets and vest in full on the date that is five years from the grant
date, if not earlier vested, (iii) 2,053 PARS granted on February 20, 2009 which vest in three
equal annual installments or accelerate upon the Companys achievement of certain financial
performance targets, (iv) 5,000 shares of restricted stock granted on November 10, 2009 which
vest in two equal annual installments from the date of grant, and (v) 5,594 PARS granted on
March 25, 2010 which vest in three equal annual installments or accelerate upon the Companys
achievement of certain financial performance targets. Except for 684 PARS from the February
20, 2009 grant and 2,500 shares from the November 10, 2009 grant, all shares were unvested as
of January 1, 2011.(8)
    
    Mr. Lepley retired effective March 31, 2010. All unvested options, SARs, PARs and
shares of restricted stock were forfeited upon his retirement. He exercised all in-the-money SARs which he was
entitled to exercise pursuant to his agreement and release, dated March 29, 2011, following
his retirement but prior to January 1, 2011. All other vested options and SARs that were
unexercised after the 90-day period following his retirement date were forfeited. Option/SARs Exercises and Stock Awards Vested in Fiscal 2010
  Option/SARs Awards
    
    
    Stock AwardsNumber of
    
    
    Value Realized
    
    
    Number of
    
    
    Value RealizedShares Acquired
    
    
    on Exercise
    
    
    Shares Acquired
    
    
    on Vestingon Exercise (#)
    
    
    ($)(1)
    
    
    on Vesting (#)
    
    
    ($)(1)Joseph A. Jeffries
    
    
    
    
    
    
    
    
    
    
    29,094
    (2)
    
    
    78,123David Stern
    
    
    
    
    
    
    
    
    
    
    24,167
    (3)
    
    
    63,834David Abelman
    
    
    
    
    
    
    
    
    
    
    24,167
    (4)
    
    
    63,834Amy Rhoades
    
    
    
    
    
    
    
    
    
    
    8,526
    (5)
    
    
    20,975Rodney Schriver
    
    
    
    
    
    
    
    
    
    
    3,184
    (6)
    
    
    7,984Rick A. Lepley
    
    
    158,980
    (7)
    
    
    248,764
    (8)
    
    
    29,650
    (9)
    
    
    86,177
 
 (1)
    
    Market value is calculated using the NASDAQ Stock Market closing price per share of A.C.
Moore common stock on the exercise or vesting date, as applicable.(2)
    
    Represents 16,594 PARS from the February 20, 2009 grant that vested on March 18, 2010 and
12,500 shares from the November 10, 2009 restricted stock grant that vested on November 10,
2010.  22




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##### Table of Contents



(3)
    
    Represents 11,667 PARS from the June 8, 2009 grant that vested on March 18, 2010 and 12,500
shares from the November 10, 2009 restricted stock grant that vested on November 10, 2010.(4)
    
    Represents 11,667 PARS from the May 7, 2009 grant that vested on March 18, 2010 and 12,500
shares from the November 10, 2009 restricted stock grant that vested on November 10, 2010.(5)
    
    Represents 1,026 PARS from the February 20, 2009 grant that vested on March 18, 2010 and
7,500 shares from the November 10, 2009 restricted stock grant that vested on November 10,
2010.(6)
    
    Represents 684 PARS from the February 20, 2009 grant that vested on March 18, 2010 and 2,500
shares from the November 10, 2009 restricted stock grant that vested on November 10, 2010.(7)
    
    Represents value realized from the exercise of 8,980 SARs from the grant dated February 20,
2009 with a base price of $1.48, which were exercised on May 24, 2010, and 150,000 SARs from
the grant dated December 2, 2008 with a base price of $1.20, which were exercised on May 28,
2010.(8)
    
    All awards exercised by Mr. Lepley were stock-settled SARs. The value realized on exercise
is equal to the NASDAQ closing price per share on the date of exercise less the base price per
share multiplied by the number of SARs exercised. The NASDAQ closing prices per share on May 21, 2010 and May 28, 2010 were, respectively, $2.79 and $2.78.(9)
    
    Represents 23,261 PARS from the February 2, 2009 grant that vested on March 18, 2010 and
6,389 shares of restricted stock from the March 31, 2008 grant that vested on March 31, 2010.  23




---



##### Table of Contents



Equity Incentive Plans
 Old Plans
    Stock Incentive Plan
   24




---



##### Table of Contents



Annual Incentive Plan
    25




---



##### Table of Contents



Agreements with Named Executive Officers
     Agreement with Joseph A. Jeffries, Chief Executive Officer
   26




---



##### Table of Contents



Special Award Agreement with Mr. Jeffries
   27




---



##### Table of Contents



Agreement with David Stern, Executive Vice President and Chief Financial Officer
      28




---



##### Table of Contents



Special Award Agreement with Mr. Stern
  Agreement with David Abelman, Executive Vice President and Chief Marketing and Merchandising
Officer
     Agreement with Amy Rhoades, Senior Vice President and General Counsel
   29




---



##### Table of Contents



Agreement with Rodney Schriver, Vice President, Chief Accounting Officer and Controller
   Agreement with Rick A. Lepley, Former President and Chief Executive Officer
    30




---



##### Table of Contents



Agreement and Release with Rick A. Lepley
   31




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##### Table of Contents



DIRECTOR COMPENSATION
  Fees Earned or Paid in
    
    
    Stock
    
    
    Option
    
    
    All OtherCash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)(1)(2)
    
    
    ($)(1)
    
    
    ($)
    
    
    ($)Joseph F. Coradino
    
    
    47,500
    
    
    
    50,006
    
    
    
    
    
    
    
    
    
    
    
    97,506Michael J. Joyce
    
    
    102,306
    
    
    
    50,006
    
    
    
    
    
    
    
    
    
    
    
    152,312Neil A. McLachlan
    
    
    45,000
    
    
    
    50,006
    
    
    
    
    
    
    
    
    
    
    
    95,006Thomas S. Rittenhouse
    
    
    52,695
    
    
    
    50,006
    
    
    
    
    
    
    
    
    
    
    
    102,701Lori J. Schafer
    
    
    55,000
    
    
    
    50,006
    
    
    
    
    
    
    
    
    
    
    
    105,006
 
 (1)
    
    Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718
based on assumptions set forth in Note 1 to the consolidated financial statements included in A.C.
Moores 2010 Form 10-K.(2)
    
    Each of the current directors was granted 22,422 shares of restricted common stock on June 29,
2010 under A.C. Moores 2007 Stock Incentive Plan. The shares of restricted common stock vest in
three equal annual installments beginning on the first anniversary of the date of grant.  32




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##### Table of Contents



Outstanding Equity Awards at Fiscal Year End 2010
  Option Awards
    
    Stock AwardsNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    Number of
    
    
    Market Value ofSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    Shares or Units
    
    
    Shares or UnitsUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    of Stock That
    
    
    of Stock ThatUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    Have Not
    
    
    Have NotOptions(#)
    
    
    Options(#)
    
    
    Exercise
    
    
    Expiration
    
    Vested
    
    
    VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    Price($)
    
    
    Date
    
    (#)
    
    
    ($)(1)Joseph F. Coradino
    
    
    10,000
    
    
    
    
    
    
    
    16.88
    
    
    08/03/2016
    
    
    33,715
    
    
    
    84,625Michael J. Joyce
    
    
    10,000
    
    
    
    
    
    
    
    21.95
    
    
    08/26/2014
    
    
    33,715
    
    
    
    84,62510,000
    
    
    
    
    
    
    
    23.51
    
    
    08/25/201510,000
    
    
    
    
    
    
    
    16.88
    
    
    08/03/2016Neil A. McLachlan
    
    
    3,500
    
    
    
    
    
    
    
    20.37
    
    
    02/20/2014
    
    
    33,715
    
    
    
    84,625Thomas S. Rittenhouse
    
    
    3,500
    
    
    
    
    
    
    
    20.37
    
    
    02/20/2014
    
    
    33,715
    
    
    
    84,625Lori J. Schafer
    
    
    10,000
    
    
    
    
    
    
    
    23.51
    
    
    08/25/2015
    
    
    33,715
    
    
    
    84,62510,000
    
    
    
    
    
    
    
    16.88
    
    
    08/03/2016
 (1)
    
    Market value is calculated using $2.51 per share, the NASDAQ Stock Market closing price per
share of A.C. Moore Common Stock as of January 1, 2011. Process and Procedures for Determining Director Compensation
    33




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##### Table of Contents



Director Compensation
 Fees.
 
    
    an annual cash retainer of $35,000;
 
    
    an additional annual cash retainer of $50,000 for the Chairman of the Board;
 
    
    an additional annual cash retainer of $15,000 for the chair of the Audit Committee
and $10,000 for each other member of the Audit Committee;
 
    
    an additional annual cash retainer of $10,000 for the chair of the Compensation
Committee and $5,000 for each other member of the Compensation Committee;
 
    
    an additional annual cash retainer of $7,500 for the chair of the Nominating and
Corporate Governance Committee and $5,000 for each other member of the Nominating and
Corporate Governance Committee; and
 
    
    an annual grant of restricted stock with a market value of approximately $50,000 on
the date of grant.
 Stock Ownership Guidelines for Directors.
 Ownership Multiple ofDirectors Subject to Guidelines
    
    Annual Cash RetainerAll Non-Employee Directors
    
    Three (3) times
  Stock Grant to Non-Employee Directors.
  34




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Shares BeneficiallyOwned(1)Amount andNature ofBeneficial
    
    
    PercentName of Beneficial Owner
    
    Ownership
    
    
    of ClassJoseph A. Jeffries
    
    
    283,236
    (2)
    
    
    *David Stern
    
    
    147,076
    (3)
    
    
    *David Abelman
    
    
    151,817
    (4)
    
    
    *Amy Rhoades
    
    
    91,587
    (5)
    
    
    *Rodney Schriver
    
    
    30,498
    (6)
    
    
    *Rick A. Lepley
    
    
    143,710
    (7)
    
    
    *
  35




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##### Table of Contents



Shares BeneficiallyOwned(1)Amount andNature ofBeneficial
    
    
    PercentName of Beneficial Owner
    
    Ownership
    
    
    of ClassJoseph F. Coradino
    
    
    59,663
    (8)
    
    
    *Michael J. Joyce
    
    
    94,663
    (9)
    
    
    *Neil A. McLachlan
    
    
    54,163
    (10)
    
    
    *Thomas S. Rittenhouse
    
    
    49,163
    (11)
    
    
    *Lori J. Schafer
    
    
    64,663
    (12)
    
    
    *All executive officers and directors as a group (10 persons)
    
    
    1,026,529
    (13)
    
    
    4.0Dimensional Fund Advisors LP
    
    
    1,777,036
    (14)
    
    
    7.0Glenn J. Krevlin
    
    
    5,000,000
    (15)
    
    
    19.7Glenhill Advisors, LLC
    
    
    5,000,000
    (15)
    
    
    19.7Glenhill Capital Management, LLC
    
    
    5,000,000
    (15)
    
    
    19.7Glenhill Capital LP
    
    
    1,900,680
    (15)
    
    
    7.5Glenhill Capital Overseas Master Fund, LP
    
    
    2,779,208
    (15)
    
    
    10.9T. Rowe Price Associates, Inc.
    
    
    1,804,967
    (16)
    
    
    7.1Paradigm Capital Management, Inc.
    
    
    1,370,220
    (17)
    
    
    5.4
 *
    
    Denotes less than 1%.(1)
    
    Beneficial ownership is determined in accordance with the rules of the SEC and includes
voting or investment power with respect to Common Stock. Shares of Common Stock issuable upon
the exercise of securities currently exercisable or exercisable within 60 days of April 13,
2011 are deemed outstanding for computing the share ownership and percentage ownership of the
person holding such securities, but are not deemed outstanding for computing the percentage of
any other person. The address for all current directors and executive officers is c/o A.C.
Moore Arts & Crafts, Inc., 130 A.C. Moore Drive, Berlin, New Jersey 08009.(2)
    
    Represents (i) 265,276 shares of Common Stock held by Mr. Jeffries directly; and (ii) shares
of Common Stock that potentially could be acquired upon the exercise of 17,960 SARS
exercisable within 60 days of April 13, 2011. Excludes shares of Common Stock that potentially
could be acquired upon the exercise of 70,914 SARs exercisable 60 days of April 13, 2011,
which SARs were out-of-the-money as of April 13, 2011.(3)
    
    Represents 147,076 shares of Common Stock held by Mr. Stern directly. Excludes shares of
Common Stock that potentially could be acquired upon the exercise of 44,926 SARs exercisable
within 60 days of April 13, 2011, which SARs were out-of-the-money as of April 13, 2011.  36




---



##### Table of Contents



(4)
    
    Represents 151,817 shares of Common Stock held by Mr. Abelman directly. Excludes shares of
Common Stock that potentially could be acquired upon the exercise of 44,926 SARs exercisable
within 60 days of April 13, 2011, which SARs were out-of-the-money as of April 13, 2011.(5)
    
    Represents (i) 66,922 shares of Common Stock held by Ms. Rhoades directly; (ii) options to
purchase 18,800 shares of Common Stock exercisable within 60 days of April 13, 2011; and (iii)
shares of Common Stock that potentially could be acquired upon the exercise of 5,865 SARs
exercisable within 60 days of April 13, 2011. Excludes shares of Common Stock that potentially
could be acquired upon the exercise of 25,976 SARs exercisable within 60 days of April 13,
2011, which SARs were out-of-the-money as of April 13, 2011.(6)
    
    Represents (i) 21,488 shares of Common Stock held by Mr. Schriver directly; (ii) options to
purchase 5,100 shares of Common Stock exercisable within 60 days of April 13, 2011; and (iii)
shares of Common Stock that potentially could be acquired upon the exercise of 3,910 SARs
exercisable within 60 days of April 13, 2011. Excludes shares of Common Stock that potentially
could be acquired upon the exercise of 15,182 SARs exercisable within 60 days of April 13,
2011, which SARs were out-of-the-money as of April 13, 2011.(7)
    
    Mr. Lepley retired from the Company effective March 31, 2010, and, to the Companys
knowledge, as of July 2010, Mr. Lepleys ownership represents shares of Common Stock held by Mr. Lepley directly.(8)
    
    Represents (i) 49,663 shares of Common Stock held by Mr. Coradino directly; and (ii) options
to purchase 10,000 shares of Common Stock exercisable within 60 days of April 13, 2011.(9)
    
    Represents (i) 64,663 shares of Common Stock held by Mr. Joyce directly; and (ii) options to
purchase 30,000 shares of Common Stock exercisable within 60 days of April 13, 2011.(10)
    
    Represents (i) 50,663 shares of Common Stock held by Mr. McLachlan directly; and (ii) options
to purchase 3,500 shares of Common Stock exercisable within 60 days of April 13, 2011.(11)
    
    Represents (i) 44,663 shares of Common Stock held by Mr. Rittenhouse directly; (ii) 1,000
shares of Common Stock held jointly by Mr. Rittenhouse and his spouse; and (iii) options to
purchase 3,500 shares of Common Stock exercisable within 60 days of April 13, 2011.(12)
    
    Represents (i) 44,663 shares of Common Stock held by Ms. Schafer directly; and (ii) options
to purchase 20,000 shares of Common Stock exercisable within 60 days of April 13, 2011.(13)
    
    Represents (i) options to purchase 90,900 shares of Common Stock exercisable within 60 days
of April 13, 2011; and (ii) shares of Common Stock that potentially could be acquired upon the
exercise of 27,735 SARs exercisable within 60 days of April 13, 2011. Excludes shares of
Common Stock that potentially could be acquired upon the exercise of 201,924 SARs exercisable
within 60 days of April 13, 2011, which SARs were out-of-the-money as of April 13, 2011.(14)
    
    Based solely on Schedule 13G/A filed with the SEC on February 11, 2011 by Dimensional Fund
Advisors LP (referred to as Dimensional). The filing indicates Dimensional has sole voting
power over 1,774,463 shares of Common Stock and sole dispositive power over 1,777,036 shares
of Common Stock. These securities are owned by various investment companies and certain
commingled group trusts and separate accounts, for which Dimensional serves as investment
adviser. For purposes of the reporting requirements of the Exchange Act, Dimensional is deemed
to be a beneficial owner of such securities; however, Dimensional expressly disclaims that it
is, in fact, the beneficial owner of such securities. The address of Dimensional is Palisades
West, Building One, 6300 Bee Cave Road, Austin, Texas 78746.  37




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##### Table of Contents



(15)
    
    Based solely on a Schedule 13D/A filed with the SEC on February 17, 2011 by Glenhill
Advisors, LLC (referred to as GA), Glenn J. Krevlin, Glenhill Capital Management, LLC
(referred to as GCM), Glenhill Capital LP (referred to as GLP) and Glenhill Capital
Overseas Master Fund, LP (referred to as GMF). The filing indicates GA and Mr. Krevlin have
sole voting power and sole dispositive power over 5,000,000 shares of Common Stock. The filing
also indicates GCM has shared voting power and shared dispositive power over 5,000,000 shares
of Common Stock, GLP has shared voting power and shared dispositive power over 1,900,680
shares of Common Stock and GMF has shared voting power and shared dispositive power over
2,779,208 shares of Common Stock. Mr. Krevlin is the managing member and control person of GA.
GA is the managing member of GCM. GCM is the general partner and investment advisor of GLP,
managing member of Glenhill Concentrated Long Master Fund, LLC and sole shareholder of
Glenhill Capital Overseas GP, Ltd. (referred to as GCOGP). GCOGP is general partner of GMF.
In addition, Glenhill Special Opportunities Master Fund LLC is a subsidiary of GLP and GMF.
The address of GA, Mr. Krevlin, GCM, GLP and GMF is 598 Madison Avenue, 12th Floor, New York,
New York 10022.(16)
    
    Based solely on a Schedule 13G/A filed with the SEC on February 10, 2011 by T. Rowe Price
Associates, Inc. (referred to as Price Associates). The filing indicates Price Associates
has sole voting power over 539,091 shares of Common Stock and sole dispositive power over
1,804,967 shares of Common Stock. These securities are owned by various individual and
institutional investors, for which Price Associates serves as investment adviser. The address
of Price Associates is 100 E. Pratt Street, Baltimore, Maryland 21202.(17)
    
    Based solely on a Schedule 13G/A filed with the SEC on February 14, 2011 by Paradigm Capital
Management, Inc. (referred to as Paradigm). The filing indicates Paradigm has sole voting
power and sole dispositive power over 1,370,200 shares of Common Stock. The address of
Paradigm is Nine Elk Street, Albany, New York 12207.  38




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##### Table of Contents



Equity Compensation Plan Information
  (c)(a)
    
    
    
    
    
    
    Number of securitiesNumber of securities
    
    
    (b)
    
    
    remaining available forto be issued upon
    
    
    Weighted-average
    
    
    future issuance underexercise of outstanding
    
    
    exercise price of
    
    
    equity compensationoptions, warrants and
    
    
    outstanding options,
    
    
    plans (excluding securitiesPlan Category
    
    rights
    
    
    warrants and rights
    
    
    reflected in column (a))Equity compensation
plans approved by
security 
holders (1)
    
    
    2,496,398
    
    
    $
    6.81
    
    
    
    2,532,822Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,496,398
    
    
    $
    6.81
    
    
    
    2,532,822
 
 (1)
    
    These plans are our 1997 Employee, Director and Consultant Stock Option Plan, 2002
Stock Option Plan and 2007 Stock Incentive Plan. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 Related Party Transactions Policy and Procedures
  Related Party Transactions
   39




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##### Table of Contents



Independence
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  Services Rendered(1)
    
    01/01/2011
    
    
    01/02/2010Audit Fees
    
    $
    523,396
    
    
    $
    570,381Audit Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    523,396
    
    
    $
    570,381
 
 (1)
    
    The aggregate fees included are fees billed for the fiscal years.    
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 (a)
    (1)
    
    Financial Statements:
The Financial Statements are included in the Original Filing.
 (2)
    
    Financial Statement Schedules:
  (3)
    
    Exhibits:
   40




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##### Table of Contents



Exhibit Index
 31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a14(a)
promulgated under the Securities Exchange Act of 1934, as amended
(the Exchange Act).31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a14(a)
promulgated under the Exchange Act.
  41




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##### Table of Contents



SIGNATURES
  Date:      May 2, 2011
    A. C. MOORE ARTS & CRAFTS, INC.By:
    /s/ Joseph A. JeffriesJoseph A. JeffriesChief Executive Officer  42




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##### Table of Contents



Exhibit Index
 31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a14(a)
promulgated under the Securities Exchange Act of 1934, as amended
(the Exchange Act).31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a14(a)
promulgated under the Exchange Act.
  43