Exhibit 10.1 


 


 


SHOE CARNIVAL, INC.


2000 STOCK OPTION AND INCENTIVE PLAN


(AS AMENDED)


 


 


1.Plan Purpose. The purpose of the Plan is
to promote the long-term interests of the Company and its shareholders by providing a means for attracting and retaining Directors
and officers and key employees of the Company and its Affiliates.


 


2.Definitions. The following definitions are
applicable to the Plan:


 


"Affiliate" -- means any "parent
corporation" or "subsidiary corporation" of the Company as such terms are defined in Section 424(e) and (f),
respectively, of the Code.


 


"Annual Return To Shareholders" --
means the Company's return to shareholders as represented by share price appreciation plus dividends paid on one share of stock
during any Year during a Restricted Period.


 


"Award" -- means the grant by the Committee
of an Incentive Stock Option, a Non-Qualified Stock Option, or Restricted Stock, or any combination thereof, as provided in the
Plan.


 


"Board" -- means the Board of Directors
of the Company.


 


"Business Criteria" -- means any one
or any combination of Annual Return to Shareholders, Total Net Sales, Net Earnings, Net Earnings before Nonrecurring Items, Return
on Equity, Return on Assets, EPS, EBITDA or EBITDA before Nonrecurring Items, in each case during any Year during a Restricted
Period.


 


"Change in Control" -- means each of
the events specified in the following clauses (i) through (iii): (i) any third person, including a "group" as defined
in Section 13(d)(3) of the Exchange Act shall, after the date of the adoption of the Plan by the Board, first become the beneficial
owner of shares of the Company with respect to which 35% or more of the total number of votes for the election of the Board of
Directors of the Company may be cast, (ii) as a result of, or in connection with, any cash tender offer, exchange offer, merger
or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors
of the Company shall cease to constitute a majority of the Board of Directors of the Company or (iii) upon the consummation
of a transaction in which the Company will cease to be an independent publicly owned entity or for a sale or other disposition
of all or substantially all the assets of the Company.


 


"Code" -- means the Internal Revenue
Code of 1986, as amended.


 


"Committee" -- means the Committee
referred to in Section 3 hereof.


 


"Company" -- means Shoe Carnival, Inc.,
an Indiana corporation.


 


"Continuous Service" -- means the absence
of any interruption or termination of service as a Director or an employee of the Company or an Affiliate. Service shall not be
considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Company or in the
case of any transfer between the Company and an Affiliate or any successor to the Company.


 


"Director" -- means any person who
serves as a member of the Board.


 


"EBITDA" for any Year -- means the
consolidated earnings before interest, taxes, depreciation and amortization of the Company as reflected in the Company's audited
consolidated financial statements for the Year.


 




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"EBITDA before Nonrecurring Items"
for any Year -- means EBITDA of the Company before any extraordinary or unusual one-time nonrecurring expenses or other charges
as reflected in the Company's audited consolidated financial statements for the Year.


 


"Employee" -- means any person, including
an officer or Director, who is employed by the Company or any Affiliate.


 


"EPS" for any Year -- means diluted
earnings per share of the Company, as reported in the Company's audited consolidated financial statements for the Year.


 


"Exchange Act" -- means the Securities
Exchange Act of 1934, as amended.


 


"Exercise Price" -- means the price
per Share at which the Shares subject to an Option may be purchased upon exercise of such Option.


 


"Incentive Stock Option" -- means an
option to purchase Shares granted by the Committee pursuant to the terms of the Plan which is intended to qualify under Section
422 of the Code.


 


"Market Value" -- means the last reported
sale price on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported
sale occurred) of one Share on the principal exchange on which the Shares are listed for trading, or if the Shares are not listed
for trading on any exchange, on the NASDAQ National Market System or any similar system then in use, or, if the Shares are not
listed on the NASDAQ National Market System, the mean between the closing high bid and low asked quotations of one Share on the
date in question as reported by NASDAQ or any similar system then in use, or, if no such quotations are available, the fair market
value on such date of one Share as the Committee shall determine.


 


"Net Earnings" for any Year -- means
the consolidated net earnings of the Company, as reported in the Company's audited consolidated financial statements for the Year.


 


"Net Earnings before Nonrecurring Items"
for any Year -- means the Net Earnings of the Company before any extraordinary or unusual one-time nonrecurring expenses or
other charges as reflected in the Company's audited consolidated financial statements for the Year.


 


"Non-Qualified Stock Option" -- means
an option to purchase Shares granted by the Committee pursuant to the terms of the Plan, which option is not intended to qualify
under Section 422 of the Code.


 


"Option" -- means an Incentive Stock
Option or a Non-Qualified Stock Option.


 


"Participant" -- means any Director
or any officer or key employee of the Company or any Affiliate who is selected by the Committee to receive an Award.


 


"Performance Target(s)" -- means the
specific objective goal or goals (which may be cumulative and/or alternative) that are timely set forth in writing by the Committee
for each Employee for the Restricted Period in respect of any one or more of the Business Criteria.


 


"Plan" -- means this 2000 Stock Option
and Incentive Plan of the Company.


 


"Reorganization" -- means the liquidation
or dissolution of the Company or any merger, consolidation or combination of the Company (other than a merger, consolidation or
combination in which the Company is the continuing entity and which does not result in the outstanding Shares being converted into
or exchanged for different securities, cash or other property or any combination thereof).


 




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"Restricted Period" -- means the period
of time selected by the Committee for the purpose of determining when restrictions are in effect under Section 9 hereof with respect
to Restricted Stock awarded under the Plan.


 


"Restricted Stock" -- means Shares
which have been contingently awarded to a Participant by the Committee subject to the restrictions referred to in Section 9 hereof,
so long as such restrictions are in effect.


 


"Return on Assets" for any Year --
means Net Earnings (as reported in the Company's audited consolidated financial statements for the Year) divided by the average
of the total assets of the Company at the end of the fiscal quarters of the Year.


 


"Return on Equity" for any Year --
means the Net Earnings (as reported in the Company's audited consolidated financial statements for the Year) divided by the shareholders
equity of the Company at the beginning of each Year.


 


"Securities Act" -- means the Securities
Act of 1933, as amended.


 


"Shares" -- means the Common Stock,
$.01 par value, of the Company.


 


"Total Net Sales" for any Year -- means
the Company's total net sales as reported in the Company's consolidated audited financial statements for the Year.


 


"Year" -- means any one or more fiscal
years of the Company commencing on or after January 30, 2000 that represent(s) the applicable Restricted Period.


 


3.Administration. The Plan
shall be administered by the Committee, which shall consist of two or more members of the Board, each of whom shall be a "non-employee
director" as provided under Rule 16b-3 of the Exchange Act, and an "outside director" as provided under Code Section
162(m). The members of the Committee shall be appointed by the Board. Except as limited by the express provisions of the Plan,
the Committee shall have sole and complete authority and discretion to (a) select Participants and grant Awards; (b) determine
the number of Shares to be subject to types of Awards generally, as well as to individual Awards granted under the Plan; (c) determine
the terms and conditions upon which Awards shall be granted under the Plan; (d) prescribe the form and terms of instruments
evidencing such grants; (e) establish procedures and regulations for the administration of the Plan; (f) interpret the Plan;
and (g) make all determinations deemed necessary or advisable for the administration of the Plan.


 


A majority of the Committee shall constitute
a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing
by all members of the Committee without a meeting, shall be acts of the Committee. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, and shall be given the
maximum deference permitted by law.


 


4.Participants. The Committee
may select from time to time Participants in the Plan from those Directors and officers and key employees of the Company or its
Affiliates who, in the opinion of the Committee, have the capacity for contributing in a substantial measure to the successful
performance of the Company or its Affiliates.


 


5.Shares Subject to Plan. Subject
to adjustment by the operation of Section 11 hereof, the maximum number of Shares with respect to which Awards may be made
under the Plan is 3,900,000 Shares. The number of Shares which may be granted under the Plan to any Participant during any calendar
year of the Plan under all forms of Awards shall not exceed 450,000 Shares. The Shares with respect to which Awards may be made
under the Plan may either be authorized and unissued shares or issued shares heretofore or hereafter reacquired and held as treasury
shares. With respect to any Option which terminates or is surrendered for cancellation or with respect to Restricted Stock which
is forfeited,




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new Awards may be granted under the Plan with respect to the number
of Shares as to which such termination or forfeiture has occurred.


 


6.General Terms and Conditions of Options.
The Committee shall have full and complete authority and discretion, except as expressly limited by the Plan, to grant Options
and to provide the terms and conditions (which need not be identical among Participants) thereof. In particular, the Committee
shall prescribe the following terms and conditions: (i) the Exercise Price (which shall not be less than the Market Value per Share
on the date the Option is granted), (ii) the number of Shares subject to, and the expiration date of, any Option, (iii) the
manner, time and rate (cumulative or otherwise) of exercise of such Option, and (iv) the restrictions, if any, to be placed
upon such Option or upon Shares which may be issued upon exercise of such Option.


 


7.Exercise of Options.


 


(a)Except as provided in Section 14,
an Option granted under the Plan shall be exercisable during the lifetime of the Participant to whom such Option was granted only
by such Participant, and except as provided in paragraphs (c), (d) and (e) of this Section 7, no such Option may be exercised
unless at the time such Participant exercises such Option, such Participant has maintained Continuous Service since the date of
the grant of such Option.


 


(b)To exercise an Option under the
Plan, the Participant must give written notice to the Company specifying the number of Shares with respect to which such Participant
elects to exercise such Option together with full payment of the Exercise Price. The date of exercise shall be the date on which
such notice is received by the Company. Payment may be made either (i) in cash (including check, bank draft or money order),
(ii) by tendering Shares already owned by the Participant and having a Market Value on the date of exercise equal to the Exercise
Price, or (iii) by any other means determined by the Committee in its sole discretion, including permitting a Participant
to elect to pay the Exercise Price upon the exercise of an Option by authorizing a third party to sell the Shares (or a sufficient
portion of the Shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds
to pay the Exercise Price and any tax withholding resulting from such exercise.


 


(c)If the Continuous Service of a Participant
is terminated for cause, or voluntarily by the Participant for any reason other than death, disability or retirement, all rights
under any Options granted to such Participant shall terminate immediately upon such Participant's cessation of Continuous Service,
and the Participant shall (unless the Committee in its sole discretion waives this requirement) repay to the Company within 10
days the amount of any gain realized by the Participant upon any exercise within the 90-day period prior to the cessation of
Continuous Service of any Options granted to such Participant under the Plan. If the Continuous Service of a Participant is terminated
by reason of death, disability or retirement, such Participant may exercise such Option, but only to the extent such Participant
was entitled to exercise such Option at the date of such cessation, at any time during the remaining term of such Option, or, in
the case of Incentive Stock Options, during such shorter period as the Committee may determine and so provide in the applicable
instrument or instruments evidencing the grant of such Option. If a Participant shall cease to maintain Continuous Service for
any reason other than those set forth above in this paragraph (c) of this Section 7, such Participant may exercise such
Option to the extent that such Participant was entitled to exercise such Option at the date of such cessation but only within 90
days immediately succeeding such cessation of Continuous Service, and in no event after the expiration date of the subject Option;
provided, however, that such right of exercise after cessation of Continuous Service shall not be available to a Participant if
the Company otherwise determines and so provides in the applicable instrument or instruments evidencing the grant of such Option.


 


(d)In the event of the death of a Participant
while in the Continuous Service of the Company or an Affiliate, the person to whom any Option held by the Participant at the time
of his death is transferred by will or by the laws of descent and distribution may exercise such




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Option on the same terms and conditions that such Participant
was entitled to exercise such Option. At the time of the death of the Participant, all Options theretofore granted to the Participant
and not fully exercisable shall terminate. Following the death of any Participant to whom an Option was granted under the Plan,
the Committee, as an alternative means of settlement of such Option, may elect to pay to the person to whom such Option is transferred
the amount by which the Market Value per Share on the date of exercise of such Option shall exceed the Exercise Price of such Option,
multiplied by the number of Shares with respect to which such Option is properly exercised. Any such settlement of an Option shall
be considered an exercise of such Option for all purposes of the Plan.


 


(e)Notwithstanding the provisions of
the foregoing paragraphs of this Section 7, the Committee may, in its sole discretion, establish different terms and conditions
pertaining to the effect of the cessation of Continuous Service, to the extent permitted by applicable federal and state law.


 


8.Incentive Stock Options.
Incentive Stock Options may be granted only to Participants who are Employees. Any provisions of the Plan to the contrary notwithstanding,
(i) no Incentive Stock Option shall be exercisable more than ten years from the date such Incentive Stock Option is granted,
(ii) the Exercise Price of any Incentive Stock Option shall not be less than the Market Value per Share on the date such Incentive
Stock Option is granted, (iii) any Incentive Stock Option shall not be transferable by the Participant to whom such Incentive Stock
Option is granted other than by will or the laws of descent and distribution and shall be exercisable during such Participant's
lifetime only by such Participant, and (iv) no Incentive Stock Option shall be granted which would permit a Participant to
acquire, through the exercise of Incentive Stock Options in any calendar year, Shares or shares of any capital stock of the Company
or any Affiliate thereof having an aggregate Market Value (determined as of the time any Incentive Stock Option is granted) in
excess of $100,000. The foregoing limitation shall be determined by assuming that the Participant will exercise each Incentive
Stock Option on the date that such Option first becomes exercisable. Notwithstanding the foregoing, in the case of any Participant
who, at the date of grant, owns stock possessing more than 10% of the total combined voting power of all classes of capital stock
of the Company or any Affiliate, the Exercise Price of any Incentive Stock Option shall not be less than 110% of the Market Value
per Share on the date such Incentive Stock Option is granted and such Incentive Stock Option shall not be exercisable more than
five years from the date such Incentive Stock Option is granted. Notwithstanding any other provisions of this Plan, if for any
reason any Option granted under this Plan that is intended to be an Incentive Stock Option shall fail to qualify as an Incentive
Stock Option, such Option shall be deemed to be a Non-Qualified Stock Option, and such Option shall be deemed to be fully authorized
and validly issued under this Plan.


 


9. Terms and Conditions of Restricted
Stock. The Committee shall have full and complete authority, subject to the limitations of the Plan, to grant awards of
Restricted Stock and, in addition to the terms and conditions contained in paragraphs (a) through (g) of this Section 9, to provide
such other terms and conditions (which need not be identical among Participants) in respect of such Awards, and the vesting thereof,
as the Committee shall determine and provide in the agreement referred to in paragraph (d) of this Section 9. Notwithstanding any
other provisions of this Plan, the Committee shall have full and complete discretion, at the time of the grant of an award of Restricted
Stock, to determine whether or not the grant of Restricted Stock is intended to qualify as "performance-based compensation"
under Section 162(m) of the Code.


(a)    
At the time of an award of Restricted Stock, the Committee shall establish
for each Participant a Restricted Period during which or at the expiration of which, the Shares of Restricted Stock shall vest.
The Committee may also restrict or prohibit the sale, assignment, transfer, pledge or other encumbrance of the Shares of Restricted
Stock by the Participant during the Restricted Period. Except for such restrictions, and subject to paragraphs (c), (d) and (e)
of this Section 9 and Section 11 hereof, the Participant as owner of such Shares shall have all the rights of a stockholder, including
but not limited to, the right to receive all dividends paid on such Shares and the right to vote such Shares. Except in the case
of grants of Restricted Stock which are intended to qualify as "performance-based compensation" under




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Section 162(m) of the Code, the Committee shall
have the authority, in its discretion, to accelerate the time at which any or all of the restrictions shall lapse with respect
to any Shares of Restricted Stock prior to the expiration of the Restricted Period with respect thereto, or to remove any or all
of such restrictions, whenever it may determine that such action is appropriate by reason of changes in applicable tax or other
laws or other changes in circumstances occurring after the commencement of such Restricted Period.


 


(b)Except as provided in Section
13 hereof, if a Participant ceases to maintain Continuous Service for any reason (other than death, total or partial disability
or retirement) unless the Committee shall otherwise determine, all Shares of Restricted Stock theretofore awarded to such Participant
and which at the time of such termination of Continuous Service are subject to the restrictions imposed by paragraph (a) of this
Section 9 shall upon such termination of Continuous Service be forfeited and returned to the Company. If a Participant ceases to
maintain Continuous Service by reason of death or total or partial disability, then the restrictions with respect to the Ratable
Portion of the Shares of Restricted Stock shall lapse and such Shares shall be free of restrictions and shall not be forfeited.
The Ratable Portion shall be determined with respect to each separate Award of Restricted Stock issued and shall be equal to (i)
the number of Shares of Restricted Stock awarded to the Participant multiplied by the portion of the Restricted Period that expired
at the date of the Participant's death or total or partial disability reduced by (ii) the number of Shares of Restricted Stock
awarded with respect to which the restrictions had lapsed as of the date of the death or total or partial disability of the Participant.


 


(c)Each certificate issued
in respect of Shares of Restricted Stock awarded under the Plan shall be registered in the name of the Participant and deposited
by the Participant, together with a stock power endorsed in blank, with the Company and shall bear the following (or a similar)
legend:


 


"The transferability of this certificate and the
shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the 2000 Stock Option
and Incentive Plan of Shoe Carnival, Inc., and an Agreement entered into between the registered owner and Shoe Carnival, Inc. Copies
of such Plan and Agreement are on file in the office of the Secretary of Shoe Carnival, Inc.


 


(d)At the time of an award of
Shares of Restricted Stock, the Participant shall enter into an Agreement with the Company in a form specified by the Committee,
agreeing to the terms and conditions of the award and to such other matters as the Committee shall in its sole discretion determine.


 


(e)Participants holding Shares
of unvested Restricted Stock that are subject only to service-based vesting conditions shall receive all regular cash dividends
paid during the Restricted Period with respect to such Shares while they are so held. Except as otherwise determined by the Committee,
all other dividends or distributions paid with respect to Shares of unvested Restricted Stock during the Restricted Period shall
be subject to the same terms, conditions and restrictions as the Shares of Restricted Stock to which such dividends or distributions
relate.


 


(f)At the expiration of the restrictions
imposed by paragraph (a) of this Section 9, the Company shall redeliver to the Participant (or where the relevant provision of
paragraph (b) of this Section 9 applies in the case of a deceased Participant, to his legal representative, beneficiary or heir)
the certificate(s) and stock power deposited with it pursuant to paragraph (c) of this Section 9 and the Shares represented by
such certificate(s) shall be free of the restrictions referred to in paragraph (a) of this Section 9. Notwithstanding any other
provision of this Section 9 and Section 12 to the contrary, in the case of grants of Restricted Stock that are intended
to qualify as "performance-based compensation" under Section 162(m) of the Code, no Shares of Restricted Stock
shall become vested unless the Performance Targets with respect to such Restricted Stock shall have been satisfied and unless the
Committee has certified, by resolution or other appropriate action in writing, that the Performance Targets previously established
by the Committee have been




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satisfied. If the vesting of Shares of Restricted Stock
is accelerated after the applicable Performance Targets have been met, the amount of Restricted Stock distributed shall be discounted
by the Committee to reasonably reflect the time value of money in connection with such early vesting.


 


(g)Notwithstanding any other
provision of this Section 9 to the contrary, for purposes of qualifying grants of Restricted Stock as "performance-based
compensation" under Section 162(m) of the Code, the Committee shall establish restrictions based upon the achievement
of Performance Targets. The specific goal or goals under the Performance Targets that must be satisfied for the Restricted Period
to lapse or terminate shall be set by the Committee on or before the latest date permissible to enable the Restricted Stock to
qualify as "performance-based compensation" under Section 162(m) of the Code. The Business Criteria for Performance
Targets under this Section 9 shall be any one or any combination of Annual Return to Shareholders, Total Net Sales, Net Earnings,
Net Earnings before Nonrecurring Items, Return on Equity, Return on Assets, EPS, EBITDA or EBITDA before Nonrecurring Items. In
granting Restricted Stock that is intended to qualify under Section 162(m), the Committee shall follow any procedures determined
by it in its sole discretion from time to time to be necessary, advisable or appropriate to ensure qualification of the Restricted
Stock under Section 162(m) of the Code.


 


10. Confidentiality and Non-Solicitation.
Participants receiving Awards under the Plan must adhere to the following confidentiality and non-solicitation terms, which covenants
supplement, and do not supersede, any and all confidentiality, non-disclosure, non-competition and/or non-solicitation obligations
contained in any other agreements a Participant may have entered or will enter into with the Company or imposed by law under the
trade secrets act.


 


(a)Confidentiality. During
the period during which a Participant is an Employee and/or Director of the Company and thereafter, such Participant shall hold
in strict confidence and not use or disclose at any time, other than for the benefit of the Company, any of the Company’s
trade secrets, confidential and proprietary information and all other information and data of the Company that is not generally
publicly known, including, without limitation, the Company’s profile of prospective or current vendors or customers, business
methods and structure, details of the Company’s contracts and business matters, personnel information, marketing strategies
and plans, business plans, pricing information and strategies, costs information, and financial data, whether or not reduced to
writing or other tangible medium of expression, including work product created by the Participant in rendering services to the
Company (“Confidential Information”). With respect to any particular trade secret information, the Participant’s
confidentiality/non-disclosure obligations shall continue as long as such information constitutes a trade secret under applicable
law. With respect to any particular Confidential Information that does not constitute a trade secret, the Participant’s confidentiality/non-disclosure
obligations shall continue as long as such information remains confidential, and shall not apply to information that becomes generally
known to the public through no fault or action of the Participant.


(b)Non-Solicitation. During
a Participant’s employment or service as an Employee and/or Director and for one (1) year immediately following termination
of the Participant’s employment or service as an Employee and/or Director, the Participant shall not: (i) recruit or employ
any person who is then a current Employee of the Company; (ii) assist any competing retail footwear business in the recruitment
or hiring of any person who is then a current Employee of the Company; (iii) advise, suggest or recommend to any competing retail
footwear business that it solicit or employ any person who is then a current Employee of the Company; or (iv) solicit or induce
any of the Company’s independent contractors, subcontractors, vendors, suppliers, customers or consultants to terminate or
adversely modify their relationship with the Company.


(c)If a Participant violates the terms
set forth in (a) or (b) above or any other confidentiality, non-disclosure, non-competition, non-solicitation or other restrictive
covenant obligation under any other agreement the Participant may have entered or will enter into with the Company, including,
but not limited to, any employment, non-competition, non-disclosure, non-solicitation or restrictive covenants agreement, then
(i) any unvested Restricted Stock will automatically be forfeited and cancelled; (ii) any unexercised




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Options will automatically be forfeited and cancelled; (iii)
if any Restricted Stock vested within one year of the time of the violation, then the Participant will pay to the Company, upon
demand and at the Company’s sole discretion, an amount in cash equal to the Market Value of such Restricted Stock at the
time such Restricted Stock vested, less any taxes incurred by the Participant as a result of the vesting of such Restricted Stock
and (iv) if any Options were exercised within one year of the time of the violation, then the Participant will pay to the Company,
upon demand and at the Company’s sole discretion, an amount in cash equal to the gain realized by the Participant upon the
exercise of such Options (after taking into account any taxes incurred by the Participant in connection with the exercise of such
Options). Such forfeiture and/or clawback are in addition to, and not in lieu of, any and all other legal and/or equitable remedies
that may be available to the Company in connection with a Participant’s violation of any of the covenants set forth in (a)
and (b) above or any other confidentiality, non-disclosure, non-competition, non-solicitation or other restrictive covenant obligation
under any other agreement the Participant may have entered or will enter into with the Company.


11. Adjustments Upon Changes in Capitalization.
In the event of any change in the outstanding Shares subsequent to the effective date of the Plan by reason of any reorganization,
recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation or any change in the corporate
structure or Shares of the Company, the maximum aggregate number and class of shares as to which Awards may be granted under the
Plan and the number and class of shares with respect to which Awards theretofore have been granted under the Plan shall be appropriately
adjusted by the Committee, whose determination shall be conclusive. Any shares of stock or other securities received, as a result
of any of the foregoing, by a Participant with respect to Restricted Stock shall be subject to the same restrictions and the certificate(s)
or other instruments representing or evidencing such shares or securities shall be legended and deposited with the Company in the
manner provided in Section 9 hereof.


 


12. Effect of Reorganization.
Awards will be affected by a Reorganization as follows:


 


(a)If the Reorganization is a dissolution
or liquidation of the Company then (i) the restrictions of Section 9(a) on Shares of Restricted Stock shall lapse and
(ii) each outstanding Option shall terminate, but each Participant to whom the Option was granted shall have the right, immediately
prior to such dissolution or liquidation to exercise his Option in full, notwithstanding the provisions of Section 8, and
the Company shall notify each Participant of such right within a reasonable period of time prior to any such dissolution or liquidation.


 


(b)If the Reorganization is a merger
or consolidation, upon the effective date of such Reorganization (i) each Optionee shall be entitled, upon exercise of his
Option in accordance with all of the terms and conditions of the Plan, to receive in lieu of Shares, shares of such stock or other
securities or consideration as the holders of Shares shall be entitled to receive pursuant to the terms of the Reorganization;
and (ii) each holder of Restricted Stock shall receive shares of such stock or other securities as the holders of Shares received
and the certificate(s) or other instruments representing or evidencing such shares or securities shall be legended and deposited
with the Company in the manner provided in Section 9 hereof.


 


The adjustments contained in this Section and the manner of application
of such provisions shall be determined solely by the Committee.


 


13.Effect of Change of Control. Upon a Change
in Control, unless the Committee shall have otherwise provided in the agreement referred to in paragraph (d) of Section 9 hereof,
any Restricted Period with respect to Restricted Stock theretofore awarded to such Participant shall lapse and all Shares awarded
as Restricted Stock, including Restricted Stock intended to qualify as "performance-based compensation" under Section
162(m) of the Code, shall become fully vested in the Participant to whom such Shares were awarded. If a tender offer or exchange
offer for Shares (other than such an offer by the Company) is commenced, or if an event specified in clause (ii) or clause (iii) of
the definition of a Change in Control contained in Section 2 shall occur, unless the Committee shall have otherwise provided in
the instrument evidencing the grant of an Option, all Options theretofore granted and not fully exercisable shall become exercisable
in full upon the happening of such event and shall remain so




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exercisable in accordance with their terms; provided, however, that
no Option which has previously been exercised or otherwise terminated shall become exercisable.


 


14.Assignments and Transfers.
Except as otherwise determined by the Committee, no Award nor any right or interest of a Participant under the Plan in any instrument
evidencing any Award under the Plan may be assigned, encumbered or transferred except, in the event of the death of a Participant,
by will or the laws of descent and distribution.


 


15.Employee Rights Under the Plan.
No Director, officer, employee or other person shall have a right to be selected as a Participant nor, having been so selected,
to be selected again as a Participant and no Director, officer, employee or other person shall have any claim or right to be granted
an Award under the Plan or under any other incentive or similar plan of the Company or any Affiliate. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee any right to be retained in the employ of the Company or any
Affiliate.


 


16.Delivery and Registration of Stock.
The Company's obligation to deliver Shares with respect to an Award shall, if the Committee so requests, be conditioned upon the
receipt of a representation as to the investment intention of the Participant to whom such Shares are to be delivered, in such
form as the Company shall determine to be necessary or advisable to comply with the provisions of the Securities Act or any other
applicable federal or state securities legislation. It may be provided that any representation requirement shall become inoperative
upon a registration of the Shares or other action eliminating the necessity of such representation under the Securities Act or
other securities legislation. The Company shall not be required to deliver any Shares under the Plan prior to (i) the admission
of such shares to listing on any stock exchange or system on which Shares may then be listed, and (ii) the completion of such
registration or other qualification of such Shares under any state or federal law, rule or regulation, as the Company shall determine
to be necessary or advisable.


 


17.Withholding Tax. Upon the
termination of the Restricted Period with respect to any Shares of Restricted Stock (or at any such earlier time, if any, that
an election is made by the Participant under Section 83(b) of the Code, or any successor provision thereto, to include the value
of such Shares in taxable income), the Company may, in lieu of requiring the Participant or other person receiving such Shares
to pay the Company the amount of any taxes which the Company is required to withhold with respect to such Shares, retain a sufficient
number of Shares held by it to cover the amount required to be withheld. The Company shall have the right to deduct from all dividends
paid with respect to Shares of Restricted Stock the amount of any taxes which the Company is required to withhold with respect
to such dividend payments.


 


Where a Participant or other person is entitled
to receive Shares pursuant to the exercise of an Option pursuant to the Plan, the Company may, in lieu of requiring the Participant
or such other person to pay the Company the amount of any taxes which the Company is required to withhold with respect to such
Shares, retain a number of such Shares sufficient to cover the amount required to be withheld.


 


18.Termination, Amendment and Modification
of Plan. The Board may at any time terminate, and may at any time and from time to time and in any respect amend or modify,
the Plan; provided however, that to the extent necessary and desirable to comply with Section 422 of the Code (or any other
applicable law or regulation, including requirements of any stock exchange or Nasdaq system on which the Shares are listed or quoted)
shareholder approval of any Plan amendment shall be obtained in such a manner and to such a degree as is required by the applicable
law or regulation; and provided further, that no termination, amendment or modification of the Plan shall in any manner affect
any Award theretofore granted pursuant to the Plan without the consent of the Participant to whom the Award was granted or transferee
of the Award.


 


19. Section 162(m) Conditions; Bifurcation
of Plan. It is the intent of the Company that the Plan and certain of the Awards granted hereunder satisfy and be interpreted
in a manner that, in the case of Participants who are or may be persons whose compensation is subject to Section 162(m), satisfies
any applicable requirements as performance-based compensation. Any provision, application or




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interpretation of the Plan inconsistent with this intent to satisfy
the standards in Section 162(m) of the Code shall be disregarded. Notwithstanding anything to the contrary in the Plan, the provisions
of the Plan may at any time be bifurcated by the Board of Directors of the Company or the Committee in any manner so that certain
provision of the Plan or any Award intended (or required in order) to satisfy the applicable requirements of Section 162(m) are
only applicable to persons whose compensation is subject to Section 162(m).


 


20.Effective Date and Term of Plan.
 The Plan shall become effective upon its adoption by the Board of Directors and shareholders of the Company. Unless sooner
terminated under Section 18 hereof, no further Awards may be made under the Plan after the later of ten years from the date of
(a) adoption of the Plan by the shareholders of the Company, or (b) the approval of any amendment of the Plan by the shareholders
of the Company.


 


Adopted by the Board of Directors
of Shoe Carnival, Inc. as of May 1, 2000 and by the shareholders of Shoe Carnival, Inc. as of June 8, 2000


 


Amended by the Board of Directors
of Shoe Carnival, Inc. as of March 10, 2004 and by the shareholders of Shoe Carnival, Inc. as of June 11, 2004


 


Amended by the Board of Directors
of Shoe Carnival, Inc. as of March 25, 2005 and by the shareholders of Shoe Carnival, Inc. as of June 14, 2005


 


Amended by the Board of Directors
of Shoe Carnival, Inc. as of March 18, 2008 and by the shareholders of Shoe Carnival, Inc. as of June 12, 2008


 


Amended by the Board of Directors
of Shoe Carnival, Inc. as of October 8, 2008


 


Amended by the Board of Directors
of Shoe Carnival, Inc. as of December 9, 2010


 


Amended by the Board of Directors
of Shoe Carnival, Inc. as of March 23, 2012 and April 18, 2012 and by the shareholders of Shoe Carnival, Inc. as of June 14,
2012


 


Amended by the Board of Directors
of Shoe Carnival, Inc. as of March 17, 2015


 






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