Description of Directors and Named Executive Officers Compensation for A.C. Moore

Summary

This document outlines the compensation structure for A.C. Moore's non-employee directors and named executive officers. Non-employee directors receive annual cash retainers, additional fees for committee roles, and annual stock option grants. Executive officers, including the CEO and other key leaders, have set annual salaries and are eligible for annual bonuses based on company financial performance, as well as discretionary bonuses. They also participate in stock option plans and standard employee benefits. Some executives receive additional personal benefits, such as automobile allowances, within specified limits.

EX-10.1 2 ex10-1.txt EXHIBIT 10.1 Exhibit 10.1 DESCRIPTION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS COMPENSATION NON-EMPLOYEE DIRECTORS COMPENSATION The compensation payable to all of the Company's non-employee directors is as follows: o An annual cash retainer of $30,000; o An additional annual cash retainer of $15,000 for the chair of the Audit Committee and $5,000 for each other member of the Audit Committee; o An additional annual cash retainer of $5,000 for the chair of the Compensation Committee and $2,500 for each other member of the Compensation Committee; and o An additional annual cash retainer of $3,500 for the chair of the Nominating and Corporate Governance Committee and $2,500 for each other member of the Nominating and Corporate Governance Committee. Michael J. Joyce will also receive a $25,000 fee in 2006 for his services as chair of the board committee conducting a search for the new Chief Executive Officer of the Company. In addition, non-employee directors will each receive an annual stock option grant pursuant to the Company's 2002 Stock Option Plan. The amount of shares subject to the option grant and the exercise price are expected to be determined by the Company's Board of Directors in August 2006. NAMED EXECUTIVE OFFICER COMPENSATION The following discussion relates to the Company's Chief Executive Officer and each of the executive officers who were named in the Summary Compensation Table in the Company's 10-K/A filed on April 26, 2006 (the "Named Executive Officers"). On February 20, 2006, the Board of Directors of the Company reaffirmed the current annual salaries of each of the following executive officers in the respective following amounts: Name Salary ---- ------ John E. (Jack) Parker $450,000 Lawrence H. Fine $350,000 Leslie H. Gordon $244,625 Patricia A. Parker $215,000 Jeffrey C. Gerstel $215,000 Bonus compensation is paid annually to the Named Executive Officers and is dependent upon A.C. Moore achieving certain financial goals as approved by the Company's Compensation Committee at the beginning of the year. On February 20, 2006, the Compensation Committee approved the 2006 Bonus Plan, which is not set forth in a written agreement, for certain management-level employees, including the Named Executive Officers. Under the 2006 Bonus Plan, if the Company achieves certain pre-tax profit targets approved by the Compensation Committee, the Company will pay bonuses to eligible participants at pre-determined amounts which increase as the Company's pre-tax profit increases. The amounts paid to eligible participants vary based upon that participant's job responsibility. The pre-tax profit targets approved by the Compensation Committee are based on the Company's net income. In addition, the Compensation Committee may also approve discretionary bonuses to each Named Executive Officer based upon his or her level of responsibility, contribution to the Company's performance and individual performance during the year. The Named Executive Officers are also eligible to participate in the Company's 2002 Stock Option Plan and its 1997 Employee, Director and Consultant Stock Option Plan; and to participate in the Company's broad-based benefit programs generally available to its salaried employees, including health and life insurance programs, and qualified 401(k) plan. In addition, certain of the Named Executive Officers receive automobile allowances and other personal benefits. The aggregate amount of such personal benefits received by each Named Executive Officer is less than $25,000 or 10% of the total annual salary and bonus compensation received by each respective Named Executive Officer.