Exhibit 10-C


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. 2015 Base Salary


 


The Committee increased the base salary of
Mr. Scibetta to reflect his increased responsibilities, and his achievements related to successfully managing our inventories and
our new product initiatives. The following base salaries are effective for the Company’s named executive officers for fiscal
2015:


 


	        

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	 	$	400,000	 
	 	 	 	 	 	 	 
	Kathy A. Yearwood	 	Senior Vice President – Controller and Chief Accounting Officer	 	$	225,000	 
	 	 	 	 	 	 	 


 


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	 	30,868
	W. Kerry Jackson	 	20,579
	Timothy T. Baker	 	16,433
	Carl N. Scibetta	 	16,433
	Kathy A. Yearwood	 	8,232


 


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
2015


 


The Committee established the performance criteria
and targets for the fiscal 2015 bonus payable in fiscal 2016 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 cash retainer of $45,000. Committee chairs receive an additional annual cash retainer as follows: $15,000 for the Audit
Committee and $7,500 each for the Compensation Committee and the Nominating and Corporate Governance Committee. The Company’s
Lead Director receives additional annual compensation of $3,000. All amounts paid to the non-employee Directors are to be paid
quarterly in arrears. The Company also 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 $45,000 as of the date of grant under the 2000 Plan. The restrictions on the shares lapse on January
2nd of the year following the year in which the grant was made.