Exhibit 10.2
NONQUALIFIED STOCK OPTION AGREEMENT
GRANTED TO:
DATE
OF GRANT:
GRANTED PURSUANT TO: A.C. Moore Arts & Crafts, Inc. 2007
Stock Incentive Plan
NUMBER OF UNDERLYING SHARES:
EXERCISE PRICE:
VESTING SCHEDULE:
1. This Nonqualified 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 not 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 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 services of a Participant to the Company or any of its
Affiliates.
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; 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. |
11. The Option, unless sooner
terminated or exercised in full, shall expire on the [from the
first through the tenth] anniversary of the Date of Grant and,
notwithstanding anything herein to the contrary, no portion of the
Option may be exercised after such date.
12. During the
Participant’s lifetime, the Option shall not
