exhibit10-h.htm


    Exhibit 10-H

     

    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. 

     

    1. 2010 Base
Salary

     

    The Committee
increased the base salaries of three of the Company's named executive officers
after a review of the Company's financial performance for fiscal 2009, to make
each of their respective salaries more competitive and to reflect, for Messrs.
Jackson and Sifford, their increasing responsibilities. The following base
salaries are effective for the Company’s named executive officers for fiscal
2010: 

     

    
      	
            	
            	
            	
            	Base
	Name	      	Title	      	Salary
	Mark L. Lemond	
            	President and Chief Executive	
            	$	725,000
	
            	
            	Officer	
            	
            	
            
	  
	J. Wayne Weaver	 	Chairman of the Board	
            	$	300,000
	  
	Timothy T. Baker	
            	Executive Vice President -	
            	$	425,000
	
            	
            	Store Operations	
            	
            	
            
	  
	W. Kerry Jackson	
            	Executive Vice President -
    Chief	
            	$	425,000
	
            	
            	Financial Officer and
Treasurer	
            	
            	
            
	  
	Clifton E. Sifford	
            	Executive Vice President -	
            	$	    
    440,000
	
            	
            	General Merchandise Manager	
            	
            	 


    


    2. Grants of
Restricted Stock and Stock Options 

     

    The Committee
approved grants of restricted stock to the Company's named executive officers
and other key personnel under the Shoe Carnival, Inc. 2000 Stock Option and
Incentive Plan. Mark L. Lemond, President and Chief Executive Officer, received
a grant of 18,000 shares. Timothy T. Baker, Executive Vice President - Store
Operations, W. Kerry Jackson, Executive Vice President - Chief Financial Officer
and Treasurer, and Clifton E. Sifford, Executive Vice President - General
Merchandise Manager each received a grant of 12,000 shares. No grant was made to
Mr. Weaver. 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 2010 

     

    The Committee
established the performance criteria and targets for the fiscal 2010 bonus
payable in fiscal 2011 under the Company's 2006 Executive Incentive Compensation
Plan. The performance criteria 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, Mark L. Lemond's bonus target is
60% of his salary but he can earn up to 100% of his salary if all performance
targets are met. J. Wayne Weaver, as chairman, is not eligible to receive a
bonus. The other named executive officers' bonus target is 45% of their salary
but they can earn up to 75% 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.