Exhibit 10-G


SUMMARY COMPENSATION SHEET


 


The following summarizes certain compensation
decisions taken by the Compensation Committee (the "Committee") and/or the Board of Directors ("Board") of
Shoe Carnival, Inc. (the "Company"), with respect to the compensation of the Company’s named executive officers
and directors.


 


1. 2013 Base Salary


 


The Committee increased the base salaries
of Mr. Sifford and Ms. Yearwood to keep their respective salaries competitive. The base salaries of the other named executive officers
were not adjusted. The following base salaries are effective for the Company’s named executive officers for fiscal 2013:


 


	Name	 	Title	 	Base
 Salary	 
	 	 	 	 	 	 
	Clifton E. Sifford	 	President, Chief Executive Officer and Chief Merchandising Officer	 	$	575,000	 
	 	 	 	 	 	 	 
	W. Kerry Jackson	 	Senior Executive Vice President, Chief Operating and Financial Officer and Treasurer	 	$	520,000	 
	 	 	 	 	 	 	 
	Timothy T. Baker	 	Executive Vice President - Store Operations	 	$	500,000	 
	 	 	 	 	 	 	 
	Carl N. Scibetta	 	Executive Vice President – General Merchandise Manager	 	$	350,000	 
	 	 	 	 	 	 	 
	Kathy A. Yearwood	 	Senior Vice President – Controller and Chief Accounting Officer	 	$	215,000	 



 


2. Grants of Restricted Stock and Stock
Options


 


The Committee approved grants of restricted
stock to all of the Company's named executive officers and other key personnel under the Shoe Carnival, Inc. 2000 Stock Option
and Incentive Plan. Grants to the Company's named executive officers were as follows:


 


	Name	 	Shares Awarded	 
	Clifton E. Sifford	 	 	30,000	 
	W. Kerry Jackson	 	 	20,000	 
	Timothy T. Baker	 	 	15,000	 
	Carl N. Scibetta	 	 	15,000	 
	Kathy A. Yearwood	 	 	7,500	 



 


The restricted shares will vest upon the
achievement of specified levels of annual earnings per diluted share during a six-year period.


 




    	 



    	 



    

 


3. Annual Incentive Compensation for Fiscal
2013


 


The Committee established the performance
criteria and targets for the fiscal 2013 bonus payable in fiscal 2014 under the Company's 2006 Executive Incentive Compensation
Plan. The performance criterion is operating income before bonus expense. Subjective factors based on an executive's individual
performance can reduce an executive's bonus. As Chief Executive Officer, Mr. Sifford's bonus target is 80% of his salary but he
can earn up to 125% of his salary if all performance targets are met. The bonus target for Messrs. Baker, Jackson, and Scibetta
is 60% of their salary but they can earn up to 100% of their salary if all performance targets are met. The bonus target for Ms.
Yearwood is 40% of her base salary but she can earn up to 60% of her salary if all performance targets are met.


 


4. Director's Compensation


 


The Company pays to non-employee Directors
an annual retainer of $20,000. The Chairman of the Audit Committee receives additional annual compensation of $7,500. The Chairman
of the Compensation Committee and the Chairman of the Nominating and Corporate Governance Committee receive additional annual compensation
of $5,000 and the Lead Director receives additional annual compensation of $2,000. 


 


Non-employee Directors receive a per meeting
fee of $1,000 for each meeting of the Board and the accompanying committee meetings attended and $1,000 for each committee meeting
attended in person in which the full Board does not meet.  If the committee meeting is attended by conference call, the non-employee
Directors receive $750.  The Company reimburses all Directors for all reasonable out-of-pocket expenses incurred in connection
with meetings of the Board.


 


Non-employee Directors will annually receive
restricted shares valued at $17,500 as of the date of grant under the Company's 2000 Stock Option and Incentive Plan. The restrictions
on the shares lapse on January 2nd of the year following the year in which the grant was made.