INCENTIVE STOCK OPTION AGREEMENT

Exhibit 10.3

INCENTIVE STOCK OPTION AGREEMENT

GRANTED TO:

GRANTED PURSUANT TO: A.C. Moore Arts & Crafts, Inc. 2007 Stock Incentive Plan

NUMBER OF UNDERLYING SHARES:

EXERCISE PRICE:

VESTING SCHEDULE:

     1. This Incentive Stock Option Agreement (the “Agreement”) is made and entered into as of                      (the “Date of Grant”) between A.C. Moore Arts & Crafts, Inc., a Pennsylvania corporation (the “Company”), and                      , as a participant (the “Participant”) in the A.C. Moore Arts & Crafts, Inc. 2007 Stock Incentive Plan (the “Plan”), a copy of which is enclosed herewith. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Plan. It is the intent of the Company and the Participant that the Option (as defined in Paragraph 2 below) will qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended from time to time.

     2. The Participant is granted an option to purchase                 shares of Common Stock of the Company (the “Option”). The Option is granted as provided for under the Plan and is subject to the terms and conditions set forth in the Plan, including, but not limited to, Section 6(e) of the Plan, and this Agreement. The Option granted hereunder is a matter of separate inducement and is not in lieu of salary or other compensation for the Participant’s services.

     3. The Option’s exercise price is $                  per share (the “Exercise Price”).

     4. The Option shall become exercisable according to the following vesting schedule:

[In whole or in part, from immediate vesting to any daily, monthly or yearly vesting up to 10 years and in combination with any or none of the performance measures permitted to be used under the Plan, either individually or in any combination and with or without acceleration.]

     5. Notwithstanding anything herein to the contrary, if there is a Change in Control of the Company, all unvested Options granted under this Agreement shall become fully vested immediately upon the occurrence of the Change in Control and such vested Options shall be paid out or settled, as applicable, within 60 days upon the occurrence of the Change in Control, subject to requirements of applicable laws and regulations. The Committee shall have full discretion, notwithstanding anything herein or in this Agreement to the contrary, with respect to an outstanding Option, upon the merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company, to provide that the securities of another entity may be substituted hereunder for the shares of Common Stock and to make equitable adjustment with respect thereto.

     6. Notwithstanding, anything herein to the contrary, the Committee, in its discretion, may determine that, upon the occurrence of a Change in Control of the Company, each Option outstanding hereunder shall terminate and such holder shall receive, within 60 days upon the occurrence of the Change in Control, with respect to each share of Common Stock subject to such Option, an amount equal to the excess of the Fair Market Value of such shares of Common Stock immediately prior to the occurrence of such Change in Control over the exercise price per share of such Option; such amount to be

payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its discretion, shall determine.

     7. If the Participant terminates employment with the Company due to death or Disability:

	(a)		all unexercisable Stock Options held by the Participant on the date of the Participant’s termination of employment due to death or the date of the termination of his or her employment related to Disability, as the case may be, shall immediately become exercisable as of such date and shall remain exercisable until the earlier of (i) the end of the one-year period following the date of the Participant’s termination of employment due to death or the date of the termination of his or her employment related to Disability, as the case may be, or (ii) the date the Stock Option would otherwise expire; and
	(b)		all exercisable Stock Options held by the Participant on the date of the Participant’s termination of employment due to death or the date of the termination of his or her employment related to Disability, as the case may be, shall remain exercisable until the earlier of (i) the end of the one-year period following the date of the Participant’s termination of employment due to death or the date of the termination of his or her employment related to Disability, as the case may be, or (ii) the date the Stock Option would otherwise expire.

     8. If the Participant’s employment is terminated by the Company for Cause, all Options, whether or not vested, earned or exercisable, held by the Participant on the date of the termination of his or her employment for Cause shall be immediately forfeited by such Participant as of such date.

     9. If a Participant’s employment is terminated for any reason, including, without limitation, retirement, other than for Cause or other than due to death or Disability, all exercisable Stock Options held by the Participant on the date of the termination of his or her employment shall remain exercisable until the earlier of (i) the end of the 90-day period following the date of the termination of the Participant’s employment, or (ii) the date the Stock Option would otherwise expire.

     10. Notwithstanding anything contained in the Plan to the contrary, the Committee may, in its discretion, provide that:

	(a)		any or all unexercisable Stock Options held by the Participant on the date of the Participant’s death and/or the date of the termination of his or her employment shall immediately become exercisable as of such date and shall remain exercisable until a date that occurs on or prior to the date the Stock Option is scheduled to expire, provided, however, that Incentive Stock Options shall remain exercisable not longer than the end of the 90-day period following the date of the termination of the Participant’s employment; and
	(b)		any or all exercisable Stock Options held by the Participant on the date of the Participant’s death and/or the date of the termination of his or her employment shall remain exercisable until a date that occurs on or prior to the date the Stock Option is scheduled to expire, provided, however, that Incentive Stock Options shall remain exercisable not longer than the end of the 90-day period following the date of the termination of the Participant’s employment.

     11.