JO-ANN STORES INC
EX-10.7.1
<DOCUMENT>
<TYPE>EX-10.7.1
<SEQUENCE>6
<FILENAME>l94145aex10-7_1.txt
<DESCRIPTION>EX-10.7.1
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.7.1



                              EMPLOYMENT AGREEMENT

THIS AGREEMENT ("Agreement") is made as of the _____ day of ________, 200_,
between JO-ANN STORES, INC., an Ohio corporation (the "Company"), and [NAME OF
EXECUTIVE] ("Executive").

The Company is entering into this Agreement in recognition of the importance of
Executive's services to the continuity of management of the Company and based
upon its determination that it will be in the best interests of the Company to
encourage Executive's continued attention and dedication to Executive's duties
as a general matter and in the potentially disruptive circumstances of a
possible Change of Control of the Company. (As used in this Agreement, the term
"Change of Control" and certain other capitalized terms have the meanings
ascribed to them in Section 17 at the end of this Agreement.)

The Company and Executive agree, effective as of the date first set forth above
(the "Effective Date"), as follows:

1. SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS OCCURRING BEFORE A CHANGE OF
CONTROL. If, before the occurrence of a Change of Control, Executive's
employment with the Company is terminated (a) by the Company without Cause, or
(b) by Executive for Good Reason, Executive shall be entitled to the following
as Severance Benefits:

          (a) The Company shall pay Executive an amount equal to one and one
     half times Executive's Base Salary payable in consecutive bi-weekly
     installments over the 18 months following the Termination Date at the same
     times and in the same amounts as if Executive had remained in the employ of
     the Company and had continued to earn Executive's Base Salary over that 18
     month period.

          (b) The Company shall continue to provide Executive with the welfare
     benefits of medical insurance, dental insurance, and group term life
     insurance through the end of the 18th full calendar month following the
     Termination Date, except that

               (i) the Company may stop providing medical insurance and dental
          insurance coverage earlier if and when Executive accepts full time
          employment with a subsequent employer that generally makes medical
          insurance available to its executives and Executive is eligible for
          that coverage with the subsequent employer, and

               (ii) the Company may stop providing group term life insurance
          earlier if and when Executive accepts full time employment with a
          subsequent employer and that employer provides Executive with group
          term life insurance coverage.


     The benefits to be provided by the Company pursuant to this paragraph shall
     be provided to Executive at the same cost to Executive, and at the same
     coverage level,

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     as is applicable to continuing executives in comparable positions from time
     to time during the period the benefits are continued.

2. CHANGE OF CONTROL SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS OCCURRING
AFTER A CHANGE OF CONTROL. If, after the occurrence of a Change of Control,
Executive's employment with the Company is terminated (a) by the Company without
Cause, or (b) by Executive for Good Reason, Executive shall be entitled to the
following as Change of Control Severance Benefits:

          (a) The Company shall make a lump sum cash payment to Executive, not
     later than ten business days after the Termination Date, in an amount equal
     to two times the sum of (i) Executive's Base Salary plus (ii) the greater
     of (A) Executive's average annual bonus earned over the three full fiscal
     years of the Company ended before the Termination Date, or (B) Executive's
     target annual bonus established for the bonus plan year in which the
     Termination Date occurs. If Executive has been employed by the Company for
     fewer than three but at least one full fiscal year of the Company ended
     before the Termination Date, the average of the bonuses earned in the two
     full fiscal years of the Company ended before the Termination Date, or the
     amount of the bonus earned in the one full fiscal year of the Company ended
     before the Termination Date, as the case may be, shall be substituted for
     the average referred to in (A) above.

          (b) If the Termination Date occurs after the end of a bonus year under
     any Company sponsored bonus plan and before the bonus with respect to that
     bonus year has been paid, the Company shall pay to Executive, not later
     than ten business days after the Termination Date, an amount equal to the
     bonus for that bonus year to which Executive would have been entitled had
     the bonus plan for that bonus year remained in effect without any change
     and had Executive remained in the employ of the Company through the date on
     which bonuses for that bonus year were paid.

          (c) The Company shall make a lump sum cash payment to Executive, not
     later than ten business days after the Termination Date, in an amount equal
     to the greater of (i) Executive's unpaid targeted annual bonus, established
     for the bonus year in which the Termination Date occurs, multiplied by a
     fraction, the numerator of which is the number of days Executive was
     employed by the Company in the bonus year through the Termination Date, and
     the denominator of which is 365, or (b) the bonus amount specifically
     guaranteed to Executive for that bonus year under any other agreement
     between the Company and Executive.

          (d) The Company shall continue to provide Executive with the welfare
     benefits of medical insurance, dental insurance, group term life insurance,
     and split-dollar life insurance through the second anniversary of the
     Termination Date, except that

               (i) the Company may stop providing medical insurance and dental
          insurance coverage earlier if Executive accepts full time employment
          with a subsequent employer that generally makes medical insurance
          available to its executives and Executive is eligible for that
          coverage with the subsequent employer, and


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<PAGE>

               (ii) the Company may stop providing group term life insurance
          earlier if Executive accepts full time employment with a subsequent
          employer and that employer provides Executive with group term life
          insurance coverage.


     The benefits to be provided by the Company pursuant to this paragraph shall
     be provided to Executive at the same cost to Executive, and at the same
     coverage level, as in effect as of the Termination Date.

          (e) In lieu of any retirement benefits provided under Articles II or
     III of the Fabri-Centers of America, Inc. Supplemental Retirement Benefit
     Agreement (the "SERP"), the Company shall pay to Executive, not later than
     ten business days after the Termination Date, a lump sum benefit equal to
     (A) times (B), where (A) is equal to the Maximum Supplemental Retirement
     Benefit defined in Section 1.8 of the SERP, and (B) is a fraction (not to
     exceed 1.0), the numerator of which is the number of completed months of
     service Executive had with the Company as of the Termination Date and the
     denominator of which is the number of months of service Executive would
     have had with the Company had Executive continued to work for the Company
     through Executive's 65th birthday.

3. EARNED BUT UNPAID BASE SALARY AND ACCRUED PAID TIME OFF PAY PAYABLE UPON ANY
TERMINATION OF EMPLOYMENT; TREATMENT OF LONG-TERM INCENTIVE AWARDS. Upon any
termination of Executive's employment for any reason and at any time, the
Company shall pay to Executive (or, where appropriate, to Executive's
Beneficiary), not later than ten days after the Termination Date, (a) all earned
but unpaid Base Salary through the Termination Date, and (b) an amount equal to
the aggregate dollar value of all paid time off earned but not taken by
Executive ("Accrued Paid Time Off Pay") before the Termination Date. In
addition, upon any termination of Executive's employment, all outstanding
long-term incentive awards shall be subject to the treatment provided under the
applicable long-term incentive plan of the Company.

4. TERMINATION DUE TO RETIREMENT, DISABILITY, OR DEATH. If Executive's
employment is terminated due to Retirement, Disability, or death while this
Agreement remains in effect (whether before or after the occurrence of a Change
of Control), neither Executive nor Executive's Beneficiaries will be entitled to
Severance Benefits or Change of Control Severance Benefits under either of
Sections 1 or 2 but Executive or Executive's Beneficiaries, as appropriate, will
be entitled to the payments provided for in Section 3 and to such benefits as
may be provided under the terms of the Company's disability, retirement,
survivor's benefits, insurance, and other applicable plans and programs of the
Company then in effect.

5. TERMINATION FOR CAUSE OR BY EXECUTIVE OTHER THAN FOR GOOD REASON. If
Executive's employment is terminated either by the Company for Cause or by
Executive other than for Good Reason while this Agreement remains in effect
(whether before or after the occurrence of a Change of Control) and Section 6
does not apply, neither Executive nor Executive's Beneficiaries will be entitled
to Severance Benefits or Change of Control Severance Benefits under either of
Sections 1 or 2 but Executive or Executive's Beneficiaries, as appropriate, will
be entitled to the payments provided for in Section 3 and the Company shall pay
to Executive such other amounts to which


                                       3
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Executive is entitled under any compensation plans of the Company, at the time
such payments are due. Except as provided in this Section 5, the Company shall
have no further obligations to Executive under this Agreement.

6. SPECIAL PROVISION APPLICABLE ONLY IF EXECUTIVE IS TERMINATED BOTH IN ADVANCE
OF AND IN CONTEMPLATION OF A CHANGE OF CONTROL. If Executive is terminated by
the Company (a) in contemplation of and not more than six full calendar months
before the occurrence of a Change of Control, and (b) under circumstances such
that if the termination had occurred immediately after that Change of Control
Executive would have been entitled to Change of Control Severance Benefits under
Section 2 above, then the Company shall pay and provide to Executive all of the
amounts and benefits specified in Section 2, reduced by such amounts and such
benefits, if any, that the Company has otherwise paid and provided to Executive
pursuant to Section 1 above. The Company shall make any cash payment required
pursuant to this Section 6 within ten days of the occurrence of the Change of
Control.

7. CHANGE OF CONTROL IGNORED IF EMPLOYMENT CONTINUES FOR MORE THAN TWO YEARS
THEREAFTER. If Executive's employment continues for more than two years
following the occurrence of any Change of Control, that particular Change of
Control will deemed never to have occurred for purposes of this Agreement.

8. TERM OF AGREEMENT, RIGHT TO SEVERANCE BENEFITS UPON DETERMINATION BY COMPANY
NOT TO RENEW.

     8.1. TERM. This Agreement shall be effective as of the Effective Date and
shall thereafter apply to any termination of Executive's employment occurring on
or before July 31, 2004. Unless this Agreement is earlier terminated pursuant to
its terms, on July 31, 2004 and on July 31 of each succeeding year thereafter (a
"Renewal Date"), the term of this Agreement shall be automatically extended for
an additional year unless either party has given notice to the other, at least
one year in advance of that Renewal Date, that the Agreement shall not apply to
any termination of Executive's employment occurring after that Renewal Date.

     8.2. RIGHT TO SEVERANCE BENEFITS. If the Company gives Executive notice
that this Agreement shall not apply to any termination of Executive's employment
occurring after a particular Renewal Date, Executive shall have the right to
terminate Executive's employment at any time during the first three months of
the final year during which this Agreement is thereafter scheduled to be
effective (e.g., if the Company gives notice that the Agreement is not to apply
to any termination after July 31, 2005, at any time during the months of August,
September, and October 2004) and Executive shall thereupon be entitled to
receive Severance Benefits to the same extent as if all of the conditions to
Executive's right to receive Severance Benefits under Section 2 had been
satisfied.

9. EXCISE TAX.

     9.1. EXCISE TAX. Notwithstanding any other provision of this Agreement (but
subject to the following sentence), if any portion of the severance benefits or
any other payment under this Agreement, or under any other agreement with or
plan of the Company (in the aggregate "Total Payments") would constitute an
"excess parachute

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payment," then the payments to be made to Executive under this Agreement shall
be reduced, but not below zero, to such amount that the value of the aggregate
Total Payments that Executive is entitled to receive shall be One Dollar ($1.00)
less than the maximum amount which Executive may receive without becoming
subject to the tax imposed by Code Section 4999 and without the Company
suffering a loss of deduction under Code Section 280G(a). However, the payments
shall be reduced as described above only if the reduction results in Executive
receiving greater total severance benefits (on an after-tax basis, including
excise taxes) than if such severance benefits were not reduced. For purposes of
this Agreement, the terms "excess parachute payment" and "parachute payments"
shall have the meanings assigned to them in Section 280G of the Code, and such
"parachute payments" shall be valued as provided therein.

     9.2. PROCEDURE FOR ESTABLISHING LIMITATION ON TERMINATION PAYMENT.

          (a) Within 60 days following delivery of notice by the Company to
     Executive of its belief that there is a payment or benefit due to Executive
     which will result in an "excess parachute payment", Executive and the
     Company, at the Company's expense, shall obtain the opinion of such legal
     counsel, which need not be unqualified, as Executive may choose, which sets
     forth: (i) the amount of Executive's "annualized includible compensation
     for the base period" (as defined in Code Section 280G(d)(1)); (ii) the
     present value of the Total Payments; and (iii) the amount and present value
     of any "excess parachute payment." The opinion of such legal counsel shall
     be supported by the opinion of a certified public accounting firm and shall
     be binding upon the Company and Executive.

          (b) If the opinion of legal counsel indicates that there would be an
     "excess parachute payment," the severance benefits hereunder shall be
     reduced or eliminated as specified by Executive in writing delivered to the
     Company within 30 days of Executive's his receipt of such opinion, or, if
     Executive fails to so notify the Company, then as the Company shall
     reasonably determine, so that under the basis of calculations set forth in
     such opinion, there will be no "excess parachute payment."

          (c) The calculations, notices, and opinion provided for herein shall
     be based upon the conclusive presumption that: (i) the compensation and
     benefits provided for herein; and (ii) any other compensation earned prior
     to the effective date of termination by Executive pursuant to the Company's
     compensation programs (if such payments would have been made in the future
     in any event, even though the timing of such payment is triggered by the
     Change of Control), are reasonable.

     9.3. SUBSEQUENT IMPOSITION OF EXCISE TAX. If, notwithstanding compliance
with the provisions herein, it is ultimately determined by a court or pursuant
to a final determination by the Internal Revenue Service that any portion of the
Total Payments is considered to be a "parachute payment," subject to excise tax
under Section 4999 of the Code, which was not contemplated to be a "parachute
payment" at the time of payment (so as to accurately determine whether a
limitation should have been applied to the Total Payments to maximize the net
benefit to Executive), Executive shall be entitled to receive a lump sum cash
payment sufficient to place Executive in the same net after-tax position,
computed by using the "Special Tax Rate" as such term is defined below, that
Executive would have been in had such payment not been subject to such excise
tax, and had



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<PAGE>



Executive not incurred any interest charges or penalties with respect to the
imposition of such excise tax. For purposes of this Agreement, the "Special Tax
Rate" shall be the highest effective Federal and state marginal tax rates
applicable to Executive in the year in which the payment contemplated under this
Agreement is made.

10. OUTPLACEMENT ASSISTANCE. Following a termination of employment in which
Severance Benefits or Change of Control Severance Benefits are payable hereunder
the Company shall provide Executive with outplacement services obtained by the
Company at its cost and commensurate with the outplacement services typically
provided by the Company to Executives who left the employ of the Company before
the Effective Date of this Agreement until Executive obtains subsequent
employment or self employment.

11. THE COMPANY'S PAYMENT OBLIGATION.

     11.1. PAYMENT OBLIGATIONS ABSOLUTE. The Company's obligation to make the
payments and provide the benefits provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which the Company may have against Executive or anyone else. All amounts
payable by the Company hereunder shall be paid without notice or demand. Each
and every payment made hereunder by the Company shall be final, and the Company
shall not seek to recover all or any part of such payment from Executive or from
whomsoever may be entitled thereto, for any reasons whatsoever.

     11.2. NO MITIGATION. Executive shall not be obligated to seek other
employment in mitigation of the amounts payable or benefits to be provided under
any provision of this Agreement, and the obtaining of any such other employment
shall in no event effect any reduction of the Company's obligations to make the
payments or provide any benefits as required under this Agreement, except to the
limited extent provided above in cases where a subsequent employer provides
medical insurance and/or group term life insurance coverage.

     11.3. SOURCE OF PAYMENTS AND BENEFITS. All payments under this Agreement
shall be made solely from the general assets of the Company (or from a grantor
trust, if any, established by the Company for purposes of making payments under
this Agreement and other similar agreements), and Executive shall have the
rights of an unsecured general creditor of the Company with respect thereto.

12. LEGAL REMEDIES

     12.1. PAYMENT OF LEGAL FEES. Unless prohibited by law, the Company shall
pay all legal fees, costs of arbitration and/or litigation, prejudgment
interest, and other expenses incurred in good faith by Executive as a result of
the Company's refusal to provide the Severance Benefits or Change of Control
Severance Benefits to which Executive deems Executive to be entitled under this
Agreement, as a result of the Company's contesting the validity, enforceability,
or interpretation of this Agreement, or as a result of any conflict between the
parties pertaining to this Agreement, provided, however, that the Company shall
be reimbursed by Executive for all such fees and expenses if, but only if, it is
ultimately determined by a court of competent jurisdiction or




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by the arbitrators, as the case may be, that Executive had no reasonable grounds
for the position propounded by Executive in the arbitration and/or litigation
(which determination need not be made simply because Executive fails to succeed
in the arbitration and/or litigation).

     12.2. ARBITRATION. Subject to the following sentences, any dispute or
controversy arising under or in connection with this Agreement shall be settled
by mandatory arbitration (in lieu of litigation), conducted before a panel of
three arbitrators sitting in a location selected by Executive within 50 miles
from Hudson, Ohio, in accordance with the rules of the American Arbitration
Association then in effect. Any dispute which arises with respect to Executive's
alleged violation of the prohibition on competition or any other restriction
contained in Section 14 of this Agreement shall be settled by judicial
proceedings (in any court of competent jurisdiction with respect to such dispute
or claim). Except as provided above for claims or disputes under Section 14,
judgment may be entered on the award of the arbitrator in any court having
proper jurisdiction.

13. WITHHOLDING. The Company shall be entitled to withhold from any amounts
payable under this Agreement all taxes as legally shall be required (including,
without limitation, any United States federal taxes, and any other state, city,
or local taxes).

14. NONCOMPETITION.

     14.1. PROHIBITION ON COMPETITION. Without the prior written consent of the
Company, during the term of this Agreement, and, if Severance Benefits are paid
hereunder, thereafter during the 18 month period beginning on the Termination
Date or if Change of Control Severance Benefits are paid hereunder, thereafter
through the second anniversary of the Termination Date, Executive shall not, as
an employee, an officer, or as a director, engage directly or indirectly in any
business or enterprise that engages to any significant extent within the United
Sates of America in the sale at retail or direct marketing to consumers of
fabric and craft components. Notwithstanding the foregoing, Executive may
purchase and hold for investment less than two percent of the shares of any
corporation whose shares are regularly traded on a national securities exchange
or in the over-the-counter market.

     14.2. DISCLOSURE OF INFORMATION. Executive acknowledges that Executive has
and has had access to and knowledge of certain confidential and proprietary
information of the Company, which is essential to the performance of Executive'
s duties as an employee of the Company. Executive will not, during or after the
term of Executive's employment by the Company, in whole or in part, disclose
such information to any person, firm, corporation, association, or other entity
for any reason or purpose whatsoever, nor shall Executive make use of any such
information for their own purposes.

     14.3. COVENANTS REGARDING OTHER EMPLOYEES. During the term of this
Agreement and thereafter during any period during which Executive is subject to
the restriction set forth in Section 14.1, Executive shall not to attempt to
induce any employee of the Company to terminate his or her employment with the
Company or




                                       7
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accept employment with any competitor of the Company and Executive shall not
interfere in any similar manner with the business of the Company.

15. SUCCESSORS AND ASSIGNMENT.

     15.1. SUCCESSORS TO THE COMPANY. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
of all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform the Company's obligations under this
Agreement in the same manner and to the same extent that the Company would be
required to perform them if no such succession had taken place. Failure of the
Company to obtain such assumption and agreement prior to the effective date of
any such succession shall be a breach of this Agreement and shall entitle
Executive to notify the Company that, unless the failure is remedied within 30
days after delivery of the notice from Executive, Executive's employment will
terminate as of the 31st day after the delivery of the notice. If any such
notice is given and the failure is not so remedied, Executive will be entitled
to receive the same payments and benefits from the Company, and on the same
schedule, as if the Company had undergone a Change of Control on the date of the
succession and Executive had thereupon terminated his employment for Good
Reason.

     15.2. ASSIGNMENT BY EXECUTIVE. This Agreement shall inure to the benefit of
and be enforceable by Executive and each of Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributes,
devisees, and legatees. If Executive dies while any amount would still be
payable to Executive hereunder had Executive continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement, to Executive's Beneficiary. If Executive has not named
a Beneficiary, then such amounts shall be paid to Executive's devisee, legatee,
or other designee, or if there is no such designee, to Executive's estate.

16. MISCELLANEOUS.

     16.1. EMPLOYMENT STATUS. Except as may be provided under any other
agreement between Executive and the Company, the employment of Executive by the
Company is "at will," and, prior to the effective date of a Change of Control,
may be terminated by either Executive or the Company at any time, subject to
applicable law.

     16.2. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between the parties with respect to severance benefits to be provided upon any
termination of Executive's employment and supersedes any and all prior
employment, retention, and/or change of control agreements between Executive and
the Company.

     16.3. BENEFICIARIES. Executive may designate one or more persons or
entities as the primary and/or contingent Beneficiaries of any Severance
Benefits or Change of Control Severance Benefits owing to Executive under this
Agreement. Such designation must be in the form of a signed writing acceptable
to the Committee. Executive may make or change such designation at any time..


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     16.4. SEVERABILITY. In the event any provision of this Agreement shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included.

     16.5. MODIFICATION. No provision of this Agreement may be modified, waived,
or discharged unless such modification, waiver, or discharge is agreed to in
writing and signed by Executive and by an authorized representative of the
Company, or by the respective parties' legal representatives and successors.

     16.6. APPLICABLE LAW. To the extent not preempted by the laws of the United
States, the laws of the state of Ohio, applicable to contracts made and to be
performed wholly within that state, shall be the controlling law in all matters
relating to this Agreement.

17. DEFINITIONS. Whenever used in this Agreement, the following capitalized
terms shall have the meanings set forth below:

     17.1. "BASE SALARY" means an amount equal to Executive's base annual salary
at the highest rate payable at any time before the date of a termination. For
this purpose, Base Salary shall not include bonuses, long-term incentive
compensation, or any remuneration other than base annual salary.

     17.2. "BENEFICIAL OWNER" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

     17.3. "BENEFICIARY" means the persons or entities designated or deemed
designated by Executive pursuant to Section 15.2 herein.

     17.4. "BOARD" means the Board of Directors of the Company.

     17.5. "CAUSE" shall mean the occurrence of any one or more of the
following:

          (a) The willful and continued failure by Executive to substantially
     perform his or her normal duties (other than any such failure resulting
     from Executive's Disability), after a written demand for substantial
     performance is delivered to Executive that specifically identifies the
     manner in which the Committee believes that Executive has not substantially
     performed his or her duties, and Executive has failed to remedy the
     situation within 30 business days of receiving such notice;

          (b) Executive's conviction for committing an act of fraud,
     embezzlement, theft, or other criminal act constituting a felony; or

          (c) The willful engaging by Executive in gross negligence materially
     and demonstrably injurious to the Company. However, no act, or failure to
     act on Executive's part, shall be considered "willful" unless done, or
     omitted to be done, by Executive not in good faith and without reasonable
     belief that his or her action or omission was in or not opposed to the best
     interest of the Company.

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<PAGE>

     17.6. CHANGE OF CONTROL. A "Change of Control" shall be deemed to have
occurred if at any time or from time to time while this Agreement is in effect:

          (a) Any person (other than the Company, any of its Subsidiaries, any
     member of either of the Founding Families, any employee benefit plan or
     employee stock ownership plan of the Company, or any person organized,
     appointed, or established by the Company for or pursuant to the terms of
     any such plan), alone or together with any of its affiliates, becomes the
     beneficial owner of 15% or more (but less than 50%) of the Common Shares
     then outstanding;

          (b) Any person (other than the Company, any of its Subsidiaries, any
     employee benefit plan or employee stock ownership plan of the Company, or
     any person organized, appointed, or established by the Company for or
     pursuant to the terms of any such plan), alone or together with any of its
     affiliates, becomes the beneficial owner of 50% or more of the Common
     Shares then outstanding;

          (c) Any person commences or publicly announces an intention to
     commence a tender offer or exchange offer the consummation of which would
     result in the person becoming the beneficial owner of 15% or more of the
     Common Shares then outstanding;

          (d) At any time during any period of 24 consecutive months,
     individuals who were directors at the beginning of the 24-month period no
     longer constitute a majority of the members of the Board of the Company,
     unless the election, or the nomination for election by the Company's
     shareholders, of each director who was not a director at the beginning of
     the period is approved by at least a majority of the directors who (i) are
     in office at the time of the election or nomination and (ii) were directors
     at the beginning of the period;

          (e) A record date is established for determining shareholders entitled
     to vote upon (i) a merger or consolidation of the Company with another
     corporation in which those persons who are shareholders of the Company
     immediately before the merger or consolidation are to receive or retain
     less than 60% of the stock of the surviving or continuing corporation, (ii)
     a sale or other disposition of all or substantially all of the assets of
     the Company, or (iii) the dissolution of the Company;

          (f) (i) the Company is merged or consolidated with another corporation
     and those persons who were shareholders of the Company immediately before
     the merger or consolidation receive or retain less than 60% of the stock of
     the surviving or continuing corporation, (ii) there occurs a sale or other
     disposition of all or substantially all of the assets of the Company, or
     (iii) the Company is dissolved; or

          (g) Any person who proposes to make a "control share acquisition" of
     the Company, within the meaning of Section 1701.01(Z) of the Ohio General
     Corporation Law, submits or is required to submit an acquiring person
     statement to the Company.

Notwithstanding anything herein to the contrary, if an event described in clause
(b), clause (d), or clause (f) above occurs, the occurrence of that event will
constitute an


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<PAGE>


irrevocable Change of Control. Furthermore, notwithstanding anything herein to
the contrary, if an event described in clause (c) occurs, and the Board either
approves such offer or takes no action with respect to such offer, then the
occurrence of that event will constitute an irrevocable Change of Control. On
the other hand, notwithstanding anything herein to the contrary, if an event
described in clause (a), clause (e), or clause (g) above occurs, or if an event
described in clause (c) occurs and the Board does not either approve such offer
or take no action with respect to such offer as described in the preceding
sentence, and a majority of those members of the Board who were Directors prior
to such event determine, within the 90-day period beginning on the date such
event occurs, that the event should not be treated as a Change of Control, then,
from and after the date that determination is made, that event will be treated
as not having occurred. If no such determination is made, a Change of Control
resulting from any of the events described in the immediately preceding sentence
will constitute an irrevocable Change of Control on the 91st day after the
occurrence of the event.

     17.7. "CHANGE OF CONTROL SEVERANCE BENEFITS" means those payments and
benefits that may become payable pursuant to Section 2 below.

     17.8. "CODE" means the United States Internal Revenue Code of 1986, as
amended.

     17.9. "COMMITTEE" means the Compensation Committee of the Board, or any
other committee appointed by the Board to perform the functions of the
Compensation Committee.

     17.10. "COMPANY" means Jo-Ann Stores, Inc., an Ohio corporation, and its
successors.

     17.11. "DISABILITY" means permanent and total disability, within the
meaning of Code Section 22(e)(3), as determined by the Committee in the exercise
of good faith and reasonable judgment, upon receipt of and in reliance on
sufficient competent medical advice from one or more individuals, selected by
the Committee, who are qualified to give professional medical advice, provided,
however, that Executive must be entitled to disability benefits under the
Company sponsored disability plans or programs.

     17.12. "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended.

     17.13. "FOUNDING FAMILIES" means the families consisting of Betty and
Martin Rosskamm and Alan and Justine Zimmerman and their respective issue.

     17.14. "GOOD REASON" (AFTER A CHANGE OF CONTROL) means, without Executive's
express written consent, the occurrence, after the occurrence of a Change of
Control, of any one or more of the following:

          (a) Any reduction in Executive's Base Salary below the amount in
     effect immediately before the Change of Control or, if higher, the amount
     in effect before any reduction in Executive's Base Salary made in
     contemplation of the Change of Control.



                                       11
<PAGE>

          (b) Any significant reduction in Executive's duties, responsibilities,
     or position with respect to the Company from the duties, responsibilities,
     or position as in effect immediately before the Change of Control or as in
     effect immediately before any reduction in any such item made in
     contemplation of the Change of Control.

          (c) Any significant reduction in Executive's benefits package from the
     benefit package in effect immediately before the Change of Control or as in
     effect immediately before any reduction of the benefit package made in
     contemplation of the Change of Control.

          (d) Any reduction in Executive's long-term incentive opportunity with
     the Company.

          (e) Any shift of Executive's principal place of employment with the
     Company to a location that is more than 50 miles (by straight line
     measurement) from the site of the Company's headquarters in Hudson, Ohio at
     the Effective Time.

          (f) Any dissolution or liquidation of the Company.

Executive's continued employment shall not constitute consent to, or a waiver of
rights with respect to, any circumstance constituting Good Reason under this
Section 17.14 unless the Company has given Executive written notice of the
change and Executive has voluntarily agreed in a writing that specifically
refers to this section of this Agreement to accept the change and to waive any
possible reliance on that change as constituting Good Reason.

     17.15. "GOOD REASON"(BEFORE A CHANGE OF CONTROL) means, without Executive's
express written consent, any reduction in Executive's Base Salary other than a
reduction that is in the same proportion as the reduction of the base salaries
of every other executive officer of the Company in connection with an
across-the-board reduction of executive base salaries.

     17.16. "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d).

     17.17. "RETIREMENT" means a voluntary termination of Executive's employment
other than for Good Reason after Executive has either (a) attained age 55 and
has completed at least ten full years of continuous service with the Company, or
(b) has attained age 65 (without regard to length of service).

     17.18. "SEVERANCE BENEFITS" means those payments and benefits that may
become payable before the occurrence of a Change of Control pursuant to Section
1 below

     17.19. "TERMINATION DATE" means the date on which any termination of
Executive's employment becomes effective.


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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                                  JO-ANN STORES, INC.


                                                  By



                                                  "EXECUTIVE"



                                                  [NAME OF EXECUTIVE]



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</TEXT>
</DOCUMENT>
