exv10w1



 





Exhibit 10.1




SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT




     SECOND AMENDMENT, dated as of November 19, 2007 (this “Amendment”) to EMPLOYMENT
AGREEMENT, dated as of June 1, 2006 as amended FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated
November 15, 2006 (as heretofore amended, the “Employment Agreement”) between A. C. Moore Arts &
Crafts, Inc., a Pennsylvania corporation (“Company”), and Rick Lepley (“Executive”). Capitalized
terms used herein and not defined herein shall have the respective meanings set forth for such
terms in the Employment Agreement.



R E C I T A L S:




     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 Section 6(a)(iii) of Appendix I. Section 6(a)(iii) of
Appendix I is hereby amended and restated to read as follows:




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



     Section 2. Amendment to Section 9 of Appendix I. Appendix I is amended and restated
to read as follows:




“Options, SARs and Restricted Stock. All options to purchase and
stock appreciation rights in common stock in the Company and the grants
of common stock in the Company with vesting restrictions held by
Executive on the date of a Change of Control shall immediately be deemed
vested and the options and stock appreciation rights shall immediately
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 and stock appreciation right to exercise each such option and
stock appreciation right; provided, however, that in the event that
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



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of each such option and stock appreciation right and (2) 18 months after the Date
of Termination to exercise each such option and stock appreciation right
post-termination. In the event that Executive’s employment with the
Company is terminated for Cause, all options,
stock appreciation rights and unvested restricted stock held by Executive
shall terminate immediately.”



     Section 3. Amendment to Paragraph 3(i)(2). Paragraph 3(i)(2) is amended and restated
to read as follows:




“(2) Pursuant to the terms and conditions of Company’s 2007 Stock
Incentive Plan and the forms of the Stock Appreciation Rights
Agreement and Restricted Stock Agreement attached as Exhibits
3(i)(2) A and B, for each calendar year, after December 31, 2007,
during the Employment Term (each, an “Annual Equity Year”),
Executive shall be granted stock appreciation rights for 50,000
shares of common stock of the Company which shall vest equally over
a three-year term (each, an “Annual SAR”) and 19,166 shares of
common stock which shall vest equally over a three-year term (each,
an “Annual Restricted Stock Grant”) on the day (each, a “Management
Grant Date”) of each such calendar year that the Board otherwise
annually grants equity to management of the Company, if Executive is
employed by Company pursuant to this Agreement on such Management
Grant Date of such calendar year; provided however, if Executive is
employed by the Company pursuant to this Agreement on June 1 of an
Annual Equity Year (each, an “Equity Entitlement Date”), (x)
Executive shall be granted an Annual SAR and an Annual Restricted
Stock Grant on the Management Grant Date of such Annual Equity Year,
irrespective of whether Executive is employed by the Company
pursuant to this Agreement on the Management Grant Date of such
Annual Equity Year; and (y) if there is no Management Grant Date of
such Annual Equity Year, Executive shall be granted an Annual SAR
and an Annual Restricted Stock Grant on December 31 of such Annual
Equity Year, irrespective of whether Executive is employed by the
Company pursuant to this Agreement on December 31 of such Annual
Equity Year. In accordance with Executive’s Stock Appreciation
Rights Agreements and Options Agreements evidencing the Annual SARs
and Options, respectively, and Appendix I of this Agreement,
Executive shall have the right to exercise the Annual SARs and
Options within certain time periods (each, a “Period”) after death,
disability or other terminations of employment, including without
limitation for three months after the date of termination of
employment without Cause for Options. If the grant date of an
Annual SAR is made after both (x) the Equity Entitlement Date and
(y) the date of termination of Executive’s employment under this
Agreement, then



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notwithstanding anything to the contrary in this
Agreement or the Stock Appreciation Rights Agreement, the grant date
of such Annual SAR, rather than the date of termination of
employment, shall serve as the first day of the applicable Period
for such Annual SAR.”



     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 Second Amendment to Employment
Agreement to be duly executed and delivered as of the date first written above.



	 	 	 	 	 
	 	 	 
	 	                                         /s/ Rick A. Lepley
 	 
	Date: 11/19/07	RICK A. LEPLEY 	 
	 	 	 
	 



	 	 	 	 	 
	 	A. C. MOORE ARTS & CRAFTS, INC.

 	 
	 	By:  	/s/ Amy Rhoades
 	 
	 	 	 	 
	Date: 11/19/07	 	 	 
	 




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