exv10w2



 





Exhibit 10.2




SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT




     SECOND AMENDMENT, dated as of November 19, 2007 (this “Amendment”) to EMPLOYMENT
AGREEMENT, dated as of July 24, 2006, as amended by FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated
as of November 15, 2006 (as heretofore amended, collectively, 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.



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 Paragraph 3(f). Paragraph 3(f) is amended and restated to
read as follows:




“(f) Under the Company’s 2007 Stock Incentive Plan, and if the
Company adopts a new equity compensation plan or program, Executive
shall be entitled to receive grants of stock options, restricted
stock or other equity related awards pursuant to such plan or
program, subject to the terms and conditions thereof, at amounts
determined by the Board of Directors or its designees.”



     Section 2. Deletion of Section 6(a)(iii) of Appendix I. Section 6(a)(iii) of
Appendix I is deleted in its entirety.



     Section 3. Amendment to Section 8 of Appendix I. Section 8 of 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 such option and stock appreciation
right; provided, however, that if 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 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 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.



	 	 	 	 	 
	 	 	 
	Date: 11/19/07	/s/ Amy Rhoades
 	 
	 	AMY RHOADES 	 
	 	 	 
	 



	 	 	 	 	 
	 	A. C. MOORE ARTS & CRAFTS, INC.

 	 
	Date: 11/19/07 	By:  	/s/ Rick A. Lepley