8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2010

A.C. Moore Arts & Crafts, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-23157	22-3527763
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

130 A.C. Moore Drive, Berlin, NJ	08009
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (856) 768-4930

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Rick A. Lepley

On March 23, 2010, Rick A. Lepley, President and Chief Executive Officer of A.C. Moore Arts & Crafts, Inc. (the “Company”), informed the Company that he would retire as President and Chief Executive Officer and member of the Board of Directors effective March 31, 2010 (the “effective date”). On March 29, 2010, the Company and Mr. Lepley entered into an agreement and release (the “agreement”). The agreement provides that the Company will pay Mr. Lepley $645,890, an amount equal to one year’s compensation at his current rate plus pro rata bonus. Half of this payment will be made in October 2010, with the remainder in six subsequent equal monthly installments. The Company will also pay Mr. Lepley a consulting fee of $53,824 in 12 equal monthly installments. In addition, Mr. Lepley will receive reimbursement for health insurance benefits for 12 months following the effective date, payment of $12,000 for relocation and moving costs, and payment of up to $10,000 in legal fees for review of the agreement. The agreement amends Mr. Lepley’s stock appreciation rights agreement, dated December 3, 2008 (the “SARs agreement”), to provide that all unvested SARs under the SARs agreement will vest as of the effective date and Mr. Lepley will have until February 20, 2012 to exercise the SARs. Mr. Lepley was originally granted 150,000 SARs pursuant to the SARs agreement, 50,000 of which vested on December 3, 2009.

The agreement includes restrictive covenants relating to confidentiality, non-competition and non-solicitation. Mr. Lepley may not compete with, solicit employees from or interfere with the business relationships of A.C. Moore for a period of 12 months following the effective date. The parties also agreed to mutual non-disparagement obligations. The agreement also provides for Mr. Lepley’s general release of the Company from claims.

Appointment of Joseph A. Jeffries as Acting Chief Executive Officer

On March 24, 2010, the Company’s Board of Directors appointed Joseph A. Jeffries, 44, as Acting Chief Executive Officer, effective March 31, 2010. Mr. Jeffries will also continue to serve as the Company’s Executive Vice President and Chief Operating Officer, a position he has held since August 2008. He joined the Company in November 2007 as its Executive Vice President of Operations. Previously, Mr. Jeffries served as Vice President, Store Operations, Space Planning and Visual Merchandising for Office Depot, Inc., a position he held from 2004 to November 2007. During 2004 and 2005, he also served as Vice President, Store and Copy Center Operations of Office Depot. From 1999 to 2003, Mr. Jeffries held various management positions with Office Depot. Prior to his employment with Office Depot, Mr. Jeffries held management positions with Home Quarters Warehouse, Inc., a home improvement retail chain.

On March 29, 2010, the Company entered into a special award agreement (the “award agreement”) with Mr. Jeffries. The award agreement provides that Mr. Jeffries will receive a cash lump sum payment of $75,000 on September 30, 2010. His right to receive the award is contingent on continuous full-time employment with the Company and continuing to meet performance expectations under the Company’s internal review process, each through September 30, 2010. The award agreement provides for automatic vesting of the award on a change in control (as defined in the Company’s 2007 Stock Incentive Plan).

The foregoing summary of the agreements with Mr. Lepley and Mr. Jeffries is not intended to be complete, and is qualified in its entirety by reference to the agreements, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and are incorporated by reference into this Item 5.02.

Item 7.01 Regulation FD Disclosure.

On March 24, 2010, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	10.1	Agreement and Release, dated March 29, 2010, between the Company and Rick A. Lepley.
	10.2	Special Award Agreement, dated March 29, 2010, between the Company and Joseph A. Jeffries.
	99.1	Press release dated March 24, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	A.C. MOORE ARTS & CRAFTS, INC.
Date: March 29, 2010	By:	/s/ Amy Rhoades
		Name:	Amy Rhoades
		Title:	Senior Vice President and General Counsel

Exhibits

Exhibit No.		Description
	10.1	Agreement and Release, dated March 29, 2010, between the Company and Rick A. Lepley.
	10.2	Special Award Agreement, dated March 29, 2010, between the Company and Joseph A. Jeffries.
	99.1	Press release dated March 24, 2010.

EX-10.1

Exhibit 10.1

AGREEMENT AND RELEASE

This Agreement and Release (“Agreement”) is being entered into between and among A.C. Moore Arts & Crafts, Inc. ( hereinafter “Employer”), and Rick A. Lepley (“Employee”), (collectively the “Parties”) to resolve with prejudice any and all differences or issues, whether known or presently unknown, relating to Employee’s employment with the Employer or the termination of that employment.

NOW, THEREFORE, in consideration of the mutual promises, agreements and representations contained herein, and intending to be legally bound hereby, the Parties agree as follows:

1. Employee’s employment with the Employer is deemed terminated, effective March 31, 2010.

2. In consideration of this Agreement and Employee’s commitments hereunder, and providing Employee does not revoke this Agreement, Employer shall:

a.

Pay to Employee the gross sum of Six Hundred Forty Five Thousand Eight Hundred Ninety Dollars and Zero Cents ($645,890.00), less any deductions required under federal, state or local laws (the “Salary and Pro Rata Bonus Amount”), payable in twelve successive monthly payments. Due to Tax Code restrictions, such payments will not be made until October 1, 2010, at which time the amount accrued through such date shall be paid in one lump sum within five business days after such date, with the remainder payable on a monthly basis thereafter;

b.

Pay to Employee the cost of monthly COBRA health insurance coverage for twelve successive months. Due to Tax Code restrictions, such payments will not be made until October 1, 2010, at which time the amount accrued through such date shall be paid in one lump sum within five business days after such date, with the remainder payable on a monthly basis thereafter;

c.	Pay to Employee the gross sum of Fifty-Three Thousand Eight Hundred and Twenty-Four Dollars and Zero Cents ($53,824.00 ), less any deductions required under federal, state or local laws (the “Consulting Fee”), payable in twelve successive monthly payments, with the first monthly payment to be made within 10 days following the expiration of the revocation period;
d.	Effective 10 days following the expiration of the revocation period, the Stock Appreciation Rights Agreement between Employer and Employee dated December 3, 2008 (the “2008 SARs Agreement”) under Employer’s 2007 Stock Incentive Plan, as amended (the “2007 Incentive Plan”) shall be deemed amended as follows: (1) all outstanding Stock Appreciation Rights awards pursuant to the 2008 SARs Agreement that have vested or vest pursuant to the following clause (2) shall continue to remain exercisable until February 20, 2012 and (2) all outstanding Stock Appreciation Rights pursuant to the 2008 SARs Agreement that have not vested shall become vested as of March 31, 2010;
e.	The portion (i.e., one-third) of the Restricted Stock awards under the 2007 Incentive Plan pursuant to the award agreement dated March 31, 2008 and the portion (i.e., one-third) of the Stock Appreciation Rights awards under the 2007 Incentive Plan pursuant to the award agreement dated March 31, 2008, in each case, that are scheduled to vest on March 31, 2010 shall vest on such date:
f.	Pay to Employee Twelve Thousand Dollars and Zero Cents ($12,000.00) for moving his household goods from his residence in New Jersey to his home in Ohio. Such payment will be made within 10 days following the expiration of the revocation period;
g.	Pay to Employee’s attorney a sum of up to Ten Thousand Dollars and Zero Cents ($10,000.00) for legal review of the terms of this Agreement. Such Payment will be made no later than May 15, 2010;
h.	Pay to Employee an amount equal to four weeks of his annual base salary, less any deductions required under federal, state or local laws, for his unused vacation time. Due to Tax Code restrictions such payment will not be made until October 1, 2010, at which time the amount shall be paid in one lump sum within five business days after such date;

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i.	Reimburse Employee for his reasonable and necessary business expenses incurred by Employee through March 31, 2010 in accordance with Employer’s business expense reimbursement policy and practices. Such reimbursement will be made no later than June 30, 2010;
j.	Pay to Employee any excess contribution refund under Employer’s 401(k) Plan to which he is entitled. Such payment will be made on the date in 2011 when such excess contribution refunds are paid generally to Employer’s employees;
k.	Permit, provided there is no cost to Employer, Employee to convert Employee’s participation in the Employer-sponsored group term life insurance plan that Employer maintains with a third party insurer; and
l.	Transfer ownership of a Blackberry to Employee, for which Employee shall be entirely responsible, including without limitation the service after March 31, 2010

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3. In consideration of this Agreement and Employer’s commitment hereunder, simultaneously with the execution of this Agreement and effective March 31, 2010, Employee shall resign as a member of the Board of Directors of Employer and as a director and officer of every subsidiary or affiliate of Employer, in the Form attached as Exhibit A hereto.

4. In addition to the consideration provided above and independent of this Agreement, Employee acknowledges receipt of all other earned compensation and benefits due up through March 31, 2010 and the opportunity to continue health insurance coverage under COBRA. Employee understands that should he elect COBRA continuation coverage, he shall be solely and exclusively responsible for the cost of COBRA, with the exception of the cost of twelve months of benefits paid by Employer to Employee pursuant to Paragraph 2.b. above.

5. Employee understands that except as enumerated in this Agreement, Employee shall receive no other wages, bonus, severance, or any other payments or benefits from Employer.

6. Employee acknowledges that the consideration set forth in Paragraph 2 above is satisfactory and adequate in exchange for his promises and release contained herein.

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7. (a) Upon Employee’s execution of this Agreement, and in consideration of the payments and other benefits described above, and subject to the terms of Paragraph 7(b) below, Employee hereby knowingly, voluntarily, and unconditionally releases and completely and forever discharges A.C. Moore Arts & Crafts, Inc. and all its parents, subsidiaries and affiliates and, including, but not limited to, past, current and future parents, subsidiaries, partnerships and affiliates, and officers, directors, partners, owners, shareholders, agents, attorneys, consultants, advisors, employees, trustees, fiduciaries, legal representatives, heirs, predecessors, successors, and assigns (collectively, the “Employer Released Parties”) from any and all rights and claims that Employee may have, including but not limited to, those relating to or based on his employment with Employer or the termination of that employment for any and all reasons. Employee specifically releases the Employer Released Parties from any rights or claims which Employee may have based upon the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, creed, national origin or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act of 1990, which prohibits discrimination against disabled persons; the Employee Retirement Income Security Act, which regulates employment benefits; the New Jersey Law Against Discrimination or any other federal, state, or local laws or regulations prohibiting employment discrimination or which otherwise regulate employment terms and conditions. Employee also releases the Employer Released Parties from any claim for wrongful discharge, unfair treatment, breach of public policy, express or implied contract, or any other claims arising under common law which relate in any way to Employee’s employment with the Employer or the termination thereof. This Release covers all claims, obligations, suits, contracts, liens, agreements, promises, costs, charges, expenses, judgments, damages, demands, debts, rights, action or actions, cause of action or causes of action, executions and liabilities whatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, asserted or unasserted, foreseen or unforeseen, at law, in equity or otherwise, whether presently known or unknown, from the beginning of Employee’s employment with Employer through the date and time when Employee signs this Agreement.

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(b) The Release in Paragraph 7(a) does not release and discharge, and does not otherwise cover: (i) any rights of Employee, or any claims that Employee may make for unemployment compensation benefits or under any applicable workers’ compensation statute or its equivalent, (ii) any rights or any claims which Employee may not release as a matter of law, (iii) any rights or claims of Employee under this Agreement, including the right to sue for breach of, or to enforce, this Agreement, (iv) any rights or claims of Employee to his accrued and vested benefits and rights under the Employer 401(k) Plan, (v) Employee’s rights or claims as a participant under any ERISA plan generally available to Employer’s eligible employees, or its officers or directors, (vi) any rights or claims to healthcare continuation coverage under COBRA, (vii) Employee’s rights or claims under any Employer-sponsored equity or incentive plan and any awards granted thereunder through the ninetieth day after March 31, 2010, except that Employee’s rights or claims under the 2008 SARs Agreement as amended by Paragraph 2.d., and, solely in connection with the 2008 SARs Agreement, under the 2007 Incentive Plan, shall not be released until February 21, 2012 as contemplated under Paragraph 2.d., (viii) Employee’s rights or claims under Article IV, entitled “Personal Liability and Indemnification”, of Employer’s Amended and Restated By-Laws and under section 8, entitled “Personal Liability of Directors”, of the Articles of Incorporation, as amended (to which the Parties acknowledge and agree that under Article IV of the Amended and Restated By-Laws, entitled “Personal Liability and Indemnification”, the misstatements referring to a “person covered by section 402” which references should be to “a person covered by section 401” and other misstatements of section numbers shall not impair Employee’s rights or claims to the maximum specified or intended protections of Article IV), (ix) Employee’s rights or claims under any or all the liability and indemnification insurance policies of Employer or any of its parents, subsidiaries or affiliates, and (x) any rights or claims that may arise after this Agreement is executed by the Employee.

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8. This Agreement does not prohibit Employee from participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission.

9. All Parties confirm that they have not to date caused or permitted any charge, complaint, lawsuit, or any other action or proceeding whatsoever to be filed against any other Party based on Employee’s employment or the termination of that employment.

10. In conjunction with the execution of this Agreement and for the consideration received herein, Employee further agrees as follows:

a.	Not knowingly to apply for or seek employment with Employer or any entity owned, purchased, or otherwise acquired by Employer at any time hereafter;
b.	To return or confirm that he no longer has any material or property belonging to Employer, including but not limited to, any credit cards, keys, computers, templates, spreadsheets, flash drives, PDA, or computer files in any media;

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c.	To cooperate fully with any reasonable request of Employer to provide information and/or materials to it or to otherwise assist it in matters pertaining to the performance of his former duties. Employee will be reimbursed any reasonable, documented expenses which he incurs in performing such duties, all in addition to the payments called for in this Agreement. Employee will be paid for the reasonable value of his time, for his services under this Paragraph 10.c. provided after March 31, 2011. Such payments will be made within 30 days from receipt of invoice from Employee, the invoice to be forwarded to Employer each month following the performance of his services;
d.	Other than his rights preserved under clause (vii) of Paragraph 7(b), Employee irrevocably waives and disclaims any right to any options, SARs, PARs, shares of stock or equity of any kind in Employer or in any of the Employer Released Parties; and,
e.	Employee agrees that he shall abide by the terms and conditions of Paragraphs 5, 6, 7, 10, 11, 13, 15 and 16 of the Employment Agreement dated June 1, 2006 between Employer and Employee, as amended by the First, Second and Third Amendments to the Employment Agreement (the “Employment Agreement”). Notwithstanding anything in the Employment Agreement to the contrary, Employer agrees that the “Noncompete Period” defined in Paragraph 7 of the Employment Agreement that shall be applicable to Employee is the period of twelve (12) consecutive months starting from March 31, 2010, and any provision in the Employment Agreement to the contrary or in any other agreement with the Employer stating a different non-compete period shall have no force and effect.

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11. All Parties agree not to disclose the terms or provisions of this Agreement to anyone other than their attorneys, financial and tax advisors, and immediate family members, who will be informed of and bound by this confidentiality provision, until this Agreement is filed with the Securities and Exchange Commission by the Employer, which is expected to occur on March 29, 2010. All Parties agree that this Agreement may be used as evidence in a lawsuit in which either party alleges a breach of the promises contained herein.

12. Employee acknowledges that he has been advised to consult with an attorney before signing this Agreement.

13. Employee understands that he has twenty-one (21) days to review and consider this Agreement before signing it. Employee understands that he may use as much of this twenty-one (21) day period as he wishes prior to signing it.

14. Employee may revoke this Agreement within seven (7) days of him signing it. Revocation can be made by delivering a written notice of revocation to Michael J. Joyce, c/o A.C. Moore Arts & Crafts, Inc. 130 A.C. Moore Drive, Berlin, New Jersey 08009, Attention: Amy Rhoades, Esq., General Counsel. For this revocation to be effective, written notice must be received by Mr. Joyce no later than the close of business on the seventh (7^th) day after Employee signs the Agreement. If Employee revokes this Agreement, it shall not be effective and enforceable and Employee will not receive the consideration contained in Paragraph 2 or any other consideration set forth herein.

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15. By entering into this Agreement, Employer does not admit and expressly denies that it has violated any contract, rule, law, or regulation, including, but not limited to, any federal, state, or local law or regulation relating to employment or employment discrimination. This Agreement does not constitute an admission by the Employee that he has violated any contract, rule, law, or regulation, and Employee denies any such violation.

16. This Agreement is the entire Agreement between Employee and Employer and any other prior agreements between them are hereby terminated and shall have no force or effect, except for the following which remain in effect: (a) the paragraphs of the Employment Agreement set forth in Paragraph 10.e., (b) Employer’s 401(k) Plan or other ERISA plans, (c) Employer’s equity and/or incentive plans and Employee’s award agreements thereunder, but only insofar as and as long as necessary to govern Employee’s preserved rights under clause (vii) of Paragraph 7(b), (d) solely with respect to a non-waiver of Employee’s rights and claims pursuant to Paragraph 7(b)(viii), Employer’s Amended and Restated By-Laws, Articles of Incorporation, as amended, (e) liability and indemnification insurance policies of the Employer or any of its parents, subsidiaries or affiliates, and (f) the group life insurance policy referred to in paragraph 2.k. above. Employer has made no promises to Employee other than those set forth in this Agreement. This Agreement may be modified only upon an express written agreement between the Parties. This Release will be governed and construed in accordance with the laws of the State of New Jersey without regard to principles of conflicts of laws.

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17. The invalidity or unenforceability of any provision of this Agreement, whether in whole or in part, shall not in any way affect the validity or enforceability of any other provision contained herein.

18. Employee agrees not to make any negative comments or disparaging remarks, concerning or relating to his employment with or his service as a director on the Board of Directors of Employer, in writing, orally, or electronically, that would injure the business or reputation of all or any of the Employer Released Parties. Employer agrees that it shall instruct its senior officers (employees at the Vice President level or above) and members of its Board of Directors to refrain from making any negative comments, or disparaging remarks in writing, orally, or electronically that would injure the reputation of Employee and that Employer shall be responsible for any conduct by them in the scope of their respective employment or Board service that violates the instructions given to them pursuant to this provision. It is agreed and acknowledged that the breach of this Paragraph 18 will cause the person or entity who is disparaged irreparable harm. This paragraph does not apply to any testimony, any verified or sworn statement such as affidavits, or any information provided in a lawsuit or in an administrative or adjudicatory proceeding, or in connection with an activity or proceeding protected by federal, state or local law.

19. In consideration of this Agreement and Employee’s commitments in this Agreement and providing Employee does not revoke this Agreement, Employer shall:

a. Maintain the confidentiality of Employee’s personnel file pursuant to the policy of the Employer;

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b.	In accordance with the policy of the Employer, the Employer shall provide only Employee’s job title and dates of employment with Employer upon inquiry by any person or entity, and any such inquiry will be responded to by Employer’s human resources officer;
c.	Not contest any claims which Employee may make for unemployment compensation benefits. Said unemployment claims are specifically excepted from the release of claims of Employee set forth above in Paragraph 7.

20. This Agreement shall inure to the benefit of Employer Released Parties and each of their respective heirs, successors, executors, administrators and assigns. This Agreement shall also inure to the benefit of Employee and his heirs, successors, executors, administrators and assigns. In the event of the death of Employee, all of the amounts of monies payable to him under this Agreement, and all of the money or shares of stock payable, awardable, or conferred upon Employee pursuant to this Agreement, shall be paid to the Rick A. Lepley Living Revocable Trust. This Agreement is binding upon the Employer and its successors and assigns and Employee and his heirs, successors, administrators and assigns.

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EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT. EMPLOYEE UNDERSTANDS AND AGREES THAT THIS AGREEMENT CONTAINS A GENERAL RELEASE OF CLAIMS RELATING TO HIS EMPLOYMENT AND THE TERMINATION OF THAT EMPLOYMENT.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties agree to the terms of this Agreement.

A.C. Moore Arts & Crafts, Inc.
By:	/s/ Amy Rhoades	Date: March 29, 2010
	Amy Rhoades
	Senior Vice President and General Counsel
	/s/ Rick A. Lepley	Date: March 29, 2010
	Rick A. Lepley

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EXHIBIT A

As of March 31, 2010

Mr. Michael J. Joyce
Chairman of the Board
A.C. Moore Arts & Crafts, Inc.
130 A.C. Moore Drive
Berlin, NJ 08009-9500

Mike:

I hereby retire and resign effective March 31, 2010, as the President and Chief Executive Officer and as a member of the Board of Directors of A.C. Moore Arts & Crafts, Inc. (the “Company”) and as an officer or member of the Board of Directors of any or all of the Company’s direct and indirect subsidiaries and as a trustee of any benefit plan related to the Company or its subsidiaries.

Sincerely,

Rick A. Lepley

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EX-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

EX-99.1

Exhibit 99.1

For:	From:
A.C. Moore Arts & Crafts, Inc.	Gregory FCA Communications, Inc.
For More Information Contact:	For More Information Contact:
David Stern, Chief Financial Officer	Joe Hassett
(856) 768-4943	(610) 642-8253

A.C. Moore Appoints Acting Chief Executive Officer

Berlin, New Jersey, March 24, 2010 — A.C. Moore Arts & Crafts, Inc. (NASDAQ: ACMR) today announced the appointment of Joseph A. Jeffries as Acting Chief Executive Officer effective March 31, 2010. Mr. Jeffries will also continue to serve as the Chief Operating Officer of the Company. Mr. Jeffries succeeds Rick A. Lepley, who is retiring effective March 31, 2010. Mr. Lepley will continue to consult to the Company over the next year. The Company will conduct an internal and external search for a permanent Chief Executive Officer.

Mr. Jeffries has served as the Company’s Executive Vice President and Chief Operating Officer since August 2008. He joined the Company in November 2007 as its Executive Vice President of Operations. Previously, Mr. Jeffries served as Vice President, Store Operations, Space Planning and Visual Merchandising for Office Depot, Inc., a position he held from 2004 to November 2007. During 2004 and 2005, he also served as Vice President, Store and Copy Center Operations of Office Depot. From 1999 to 2003, Mr. Jeffries held various management positions with Office Depot. Prior to his employment with Office Depot, Mr. Jeffries held management positions with Home Quarters Warehouse, Inc., a home improvement retail chain.

Michael J. Joyce, Chairman of the Board, said, “Joe Jeffries has demonstrated strong knowledge and proven expertise in all aspects of A.C. Moore’s business and operations. We are all very excited to have Joe lead our management team during this next phase of the Company’s development.”

Mr. Joyce added regarding Mr. Lepley, “We are profoundly grateful to Rick Lepley for his leadership and contributions in establishing fundamentals in the business which will prove invaluable as we transition to the next phase of the Company’s development. On behalf of the Board, management team and staff at every level, we wish him good luck in his retirement and look forward to his counsel over the next year.”

Said Rick A. Lepley, “I am looking forward to spending more time with my wife at our farm in Ohio. A.C. Moore is in very capable hands with the terrific management team we have in place and, in my opinion, the future of our Company is very bright.”

About A.C. Moore:

A.C. Moore is a specialty retailer of arts, crafts and floral merchandise for a wide range of customers. The Company currently serves customers through its 135 stores located in the Eastern United States and nationally via its e-commerce site, www.acmoore.com. For more information about A.C. Moore, visit our website at www.acmoore.com.

# # #

This press release contains statements that are forward-looking within the meaning of applicable federal securities laws and are based on A.C. Moore’s current expectations and assumptions as of this date. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. Factors that could cause actual results to differ from those anticipated include, but are not limited to, the failure to consummate our identified strategic objectives, the effect of economic conditions and fuel prices, our ability to implement our business and operating initiatives to improve sales and profitability, our ability to maintain liquidity and preserve cash, our ability to comply with the terms of our credit facility, changes in the labor market and our ability to hire and retain associates and members of senior management, the impact of existing or future government regulation, execution and results of our real estate strategy, competitive pressures, customer demand and trends in the arts and crafts industry, our failure to accurately respond to inventory and merchandise requirements, the impact of unfavorable weather conditions, disruption in our operations or supply chain, changes in our relationships with suppliers, difficulties with respect to new system technologies, difficulties in implementing measures to reduce costs and expenses and improve margins, supply constraints or difficulties, the effectiveness of and changes to advertising and marketing strategies and other risks detailed in the Company’s Securities and Exchange Commission filings. A.C. Moore undertakes no obligation to update or revise any forward-looking statement whether as the result of new developments or otherwise.