Exhibit 10-S


 







THE EXECUTIVE NONQUALIFIED EXCESS PLAN


PLAN DOCUMENT


 





    	 



    	 



    

 


THE EXECUTIVE NONQUALIFIED EXCESS PLAN


 


Section 1. Purpose:


 


By execution of the Adoption Agreement, the
Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees
or Independent Contractors of the Employer may elect to defer receipt of current Compensation from the Employer in order to provide
retirement and other benefits on behalf of such Employees or Independent Contractors of the Employer, as selected in the Adoption
Agreement. The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A
of the Internal Revenue Code (the “Code”). The Plan is also intended to be an unfunded plan maintained primarily for
the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under
Sections 201(2),301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and independent
contractors. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner
consistent with these intentions.


 


Section 2. Definitions:


 


As used in the Plan, including this Section
2, references to one gender shall include the other, unless otherwise indicated by the context:


 


2.1 “Active Participant”
means, with respect to any day or date, a Participant who is in Service on such day or date; provided, that a Participant shall
cease to be an Active Participant (i) immediately upon a determination by the Committee that the Participant has ceased to be an
Employee or Independent Contractor, or (ii) at the end


 




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of the Plan Year that the Committee determines the Participant
no longer meets the eligibility requirements of the Plan.


 


2.2 “Adoption Agreement”
means the written agreement pursuant to which the Employer adopts the Plan. The Adoption Agreement is a part of the Plan as
applied to the Employer.


 


2.3 “Beneficiary” means
the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan.


 


2.4 “Board” means the
Board of Directors of the Company, if the Company is a corporation. If the Company is not a corporation, “Board” shall
mean the Company.


 


2.5 “Change in Control Event”
means an event described in Section 409A(a)(2)(A)(v) of the Code (or any successor provision thereto) and the regulations there
under.


 


2.6 “Committee” means
the persons or entity designated in the Adoption Agreement to administer the Plan. If the Committee designated in the Adoption
Agreement is unable to serve, the Employer shall satisfy the duties of the Committee provided for in Section 9.


 


2.7 “Company” means
the company designated in the Adoption Agreement as such.


 


2.8 “Compensation” shall
have the meaning designated in the Adoption Agreement.


 


2.9 “Crediting Date” means
the date designated in the Adoption Agreement for crediting the amount of any Participant Deferral Credits or Employer Credits
to the Deferred Compensation Account of a Participant.


 




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2.10 “Deferred Compensation Account”
means the account maintained with respect to each Participant under the Plan. The Deferred Compensation Account shall be credited
with Participant Deferral Credits and Employer Credits, credited or debited for deemed investment gains or losses, and adjusted
for payments in accordance with the rules and elections in effect under Section 8. The Deferred Compensation Account of a Participant
shall include any In-Service or Education Account of the Participant, if applicable.


 


2.11 “Disabled” means
Disabled within the meaning of Section 409A of the Code and the regulations there under. Generally, this means that the
Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less
than 12 months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result
in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits
for a period of not less than three months under an accident and health plan covering Employees of the Employer.


 


2.12 “Education Account”
is an In-Service Account which will be used by the Participant for educational purposes.


 


2.13 “Effective Date” shall
be the date designated in the Adoption Agreement.


 


2.14 “Employee” means
an individual in the Service of the Employer if the relationship between the individual and the Employer is the legal relationship
of employer and employee. An individual shall cease to be an Employee upon the Employee’s Separation from Service.


 




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2.15 “Employer” means
the Company, as identified in the Adoption Agreement, and any Participating Employer which adopts this Plan. An Employer may be
a corporation, a limited liability company, a partnership or sole proprietorship.


 


2.16 “Employer Credits”
means the amounts credited to the Participant’s Deferred Compensation Account by the Employer pursuant to the provisions
of Section 4.2.


 


 2.17 “Grandfathered Amounts”
means, if applicable, the amounts that were deferred under the Plan and were earned and vested within the meaning of Section 409A
of the Code and regulations there under as of December 31, 2004. Grandfathered Amounts shall be subject to the terms designated
in the Adoption Agreement.


 


2.18 “Independent
Contractor” means an individual in the Service of the Employer if the relationship between the individual and the
Employer is not the legal relationship of employer and employee. An individual shall cease to be an Independent Contractor
upon the termination of the Independent Contractor’s Service. An Independent Contractor shall include a director of the
Employer who is not an Employee.


 


2.19 “In-Service
Account” means a separate account to be kept for each Participant that has elected to take in-service distributions
as described in Section 5.4. The In-Service Account shall be adjusted in the same manner and at the same time as the Deferred
Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.


 


2.20 “Normal Retirement Age”
of a Participant means the age designated in the Adoption Agreement.


 




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2.21 “Participant” means
with respect to any Plan Year an Employee or Independent Contractor who has been designated by the Committee as a Participant
and who has entered the Plan or who has a Deferred Compensation Account under the Plan; provided that if the Participant is
an Employee, the individual must be a highly compensated or management employee of the Employer within the meaning of
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.


 


2.22 “Participant Deferral
Credits” means the amounts credited to the Participant’s Deferred Compensation Account by the Employer
pursuant to the provisions of Section 4.1.


 


2.23 “Participating Employer”
means any trade or business (whether or not incorporated) which adopts this Plan with the consent of the Company identified
in the Adoption Agreement.


 


2.24 “Participation Agreement”
means a written agreement entered into between a Participant and the Employer pursuant to the provisions of Section 4.1


 


2.25 “Performance-Based Compensation”
means compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction of preestablished
organizational or individual performance criteria relating to a performance period of at least twelve months. Organizational or
individual performance criteria are considered preestablished if established in writing within 90 days after the commencement of
the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria
are established. Performance-based compensation may include payments based upon subjective performance criteria as


 




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provided in regulations and administrative guidance promulgated
under Section 409A of the Code.


 


2.26 “Plan” means The
Executive Nonqualified Excess Plan, as herein set out and as set out in the Adoption Agreement, or as duly amended. The name of
the Plan as applied to the Employer shall be designated in the Adoption Agreement.


 


2.27 “Plan-Approved Domestic
Relations Order” shall mean a judgment, decree, or order (including the approval of a settlement agreement) which is:


 


2.27.1 Issued pursuant to a State’s
domestic relations law;


 


 2.27.2 Relates to the provision of child support, alimony
payments or marital property rights to a Spouse, former Spouse, child or other dependent of the Participant;


 


2.27.3 Creates or recognizes the right
of a Spouse, former Spouse, child or other dependent of the Participant to receive all or a portion of the Participant’s
benefits under the Plan;


 


 2.27.4 Requires payment to such person of their interest
in the Participant’s benefits in a lump sum payment at a specific time; and


 


2.27.5 Meets such other requirements established
by the Committee.


 


2.28 “Plan Year” means
the twelve-month period ending on the last day of the month designated in the Adoption Agreement; provided that the initial Plan
Year may have fewer than twelve months.


 


2.29 “Qualifying Distribution
Event” means (i) the Separation from Service of the Participant, (ii) the date the Participant becomes Disabled, (iii)
the death of the Participant,(iv) the time specified by the Participant for an In-Service or Education Distribution, (v) a Change
in Control Event, or (vi) an Unforeseeable Emergency, each to the extent provided in Section 5.


 




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2.30 “Seniority Date”
shall have the meaning designated in the Adoption Agreement.


 


2.31 “Separation from Service”
or “Separates from Service” means a “separation from service” within the meaning of Section 409A
of the Code.


 


2.32 “Service” means
employment by the Employer as an Employee. For purposes of the Plan, the employment relationship is treated as continuing
intact while the Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave
does not exceed six months, or if longer, so long as the Employee’s right to reemployment is provided either by statute
or contract. If the Participant is an Independent Contractor, “Service” shall mean the period during which the
contractual relationship exists between the Employer and the Participant. The contractual relationship is not terminated if
the Participant anticipates a renewal of the contract or becomes an Employee.


 


2.33 “Service Bonus” means
any bonus paid to a Participant by the Employer which is not Performance-Based Compensation.


 


2.34 “Specified Employee”
means an Employee who meets the requirements for key employee treatment under Section 416(i)(l)(A)(i), (ii) or (iii) of the
Code (applied in accordance with the regulations there under and without regard to Section 416(i)(5) of the Code) at any time during
the twelve month period ending on December 31 of each year (the “identification date”). Unless binding corporate action
is taken to establish different rules for determining Specified Employees for all plans of the Company and its controlled group
members that are subject to Section 409A of the Code,


 




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the foregoing rules and the other default rules under the regulations
of Section 409A of the Code shall apply. If the person is a key employee as of any identification date, the person is treated as
a Specified Employee for the twelve-month period beginning on the first day of the fourth month following the identification date.


 


2.35 “Spouse” or ’’Surviving
Spouse” means, except as otherwise provided in the Plan, a person who is the legally married spouse or surviving spouse
of a Participant.


 


2.36 “Unforeseeable Emergency”
means an “unforeseeable emergency” within the meaning of Section 409A of the Code.


 


2.37 “Years of Service”
means each Plan Year of Service completed by the Participant. For vesting purposes, Years of Service shall be calculated from
the date designated in the Adoption Agreement and Service shall be based on service with the Company and all Participating Employers.


 


Section 3. Participation:


 


The Committee in its discretion shall designate
each Employee or Independent Contractor who is eligible to participate in the Plan. A Participant who Separates from Service with
the Employer and who later returns to Service will not be an Active Participant under the Plan except upon satisfaction of such
terms and conditions as the Committee shall establish upon the Participant’s return to Service, whether or not the Participant
shall have a balance remaining in the Deferred Compensation Account under the Plan on the date of the return to Service.


 


Section 4. Credits to Deferred
Compensation Account:


 


4.1 Participant Deferral Credits. To
the extent provided in the Adoption


 




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Agreement, each Active Participant may elect, by entering into
a Participation Agreement with the Employer, to defer the receipt of Compensation from the Employer by a dollar amount or percentage
specified in the Participation Agreement. The amount of Compensation the Participant elects to defer, the Participant Deferral
Credit, shall be credited by the Employer to the Deferred Compensation Account maintained for the Participant pursuant to Section
8. The following special provisions shall apply with respect to the Participant Deferral Credits of a Participant:


 


4.1.1 The Employer shall credit to the
Participant’s Deferred Compensation Account on each Crediting Date an amount equal to the total Participant Deferral Credit
for the period ending on such Crediting Date.


 


4.1.2 An election pursuant to this Section
4.1 shall be made by the Participant by executing and delivering a Participation Agreement to the Committee. Except as otherwise
provided in this Section 4.1, the Participation Agreement shall become effective with respect to such Participant as of the first
day of January following the date such Participation Agreement is received by the Committee. A Participant’s election may
be changed at any time prior to the last permissible date for making the election as permitted in this Section 4.1, and shall thereafter
be irrevocable. The election of a Participant shall continue in effect for subsequent years until modified by the Participant as
permitted in this Section 4.1.


 


4.1.3 A Participant may execute and deliver
a Participation Agreement to the Committee within 30 days after the date the Participant first becomes eligible to participate
in the Plan to be effective as of the first payroll period next following the date the Participation Agreement is fully executed
by the Participant. Whether a Participant is treated as newly eligible for participation under this Section shall be determined
in accordance with Section 409A of the Code and the regulations there under, including (i) rules that treat all elective deferral
account balance plans as one plan, and (ii) rules that treat a previously eligible Employee as newly eligible if his benefits had
been previously distributed or if he has been ineligible for 24 months. For Compensation that is earned based upon a specified
performance period (for example, an annual bonus), where a deferral election is made under this Section but after the beginning
of the performance period, the election will only apply to the portion of the Compensation equal to the total amount of the Compensation
for the service period multiplied by the ratio of the number of days remaining in the performance period after the election over
the total number of days in the performance period.


 


4.1.4 A Participant may unilaterally modify
a Participation Agreement (either to terminate, increase or decrease the portion of his future Compensation which is subject to


 




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deferral within the percentage limits set forth in
Section 4.1 of the Adoption Agreement) by providing a written modification of the Participation Agreement to the Committee.
The modification shall become effective as of the first day of January following the date such written modification is
received by the Committee.


 


4.1.5 If the Participant performed services
continuously from the later of the beginning of the performance period or the date upon which the performance criteria are established
through the date upon which the Participant makes an initial deferral election, a Participation Agreement relating to the deferral
of Performance-Based Compensation may be executed and delivered to the Committee no later than the date which is 6 months prior
to the end of the performance period, provided that in no event may an election to defer Performance-Based Compensation be made
after such Compensation has become readily ascertainable.


 


4.1.6 If the Employer has a fiscal year
other than the calendar year, Compensation relating to Service in the fiscal year of the Employer (such as a bonus based on the
fiscal year of the Employer), of which no amount is paid or payable during the fiscal year, may be deferred at the Participant’s
election if the election to defer is made not later than the close of the Employer’s fiscal year next preceding the first
fiscal year in which the Participant performs any services for which such Compensation is payable.


 


4.1.7 Compensation payable after the last
day of the Participant’s taxable year solely for services provided during the final payroll period containing the last day
of the Participant’s taxable year (i.e., December 31) is treated for purposes of this Section 4.1 as Compensation for services
performed in the subsequent taxable year.


 


4.1.8 The Committee may from time to time
establish policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which Participant
Deferral Credits may be made.


 


4.1.9 If a Participant becomes Disabled
all currently effective deferral elections for such Participant shall be cancelled. At the time the participant is no longer Disabled,
subsequent elections to defer future compensation will be permitted under this Section 4.


 


4.1.10 If a Participant applies for and receives
a distribution on account of an Unforeseeable Emergency, all currently effective deferral elections for such Participant shall
be cancelled. Subsequent elections to defer future compensation will be permitted under this Section 4.


 


4.1.11 If a Participant receives a hardship
distribution under Section 1.401(k)-1(d)(3) of the Code or any other similar provision, all currently effective deferral elections
shall be cancelled. Subsequent elections to defer future compensation under this Section 4 will not be effective until the later
of the beginning of the next calendar year or six months after the date of the hardship distribution.


 




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4.2 Employer Credits. If designated
by the Employer in the Adoption Agreement, the Employer shall cause the Committee to credit to the Deferred Compensation Account
of each Active Participant an Employer Credit as determined in accordance with the Adoption Agreement. A Participant must make
distribution elections with respect to any Employer Credits credited to his Deferred Compensation Account by the deadline that
would apply under Section 4.1 for distribution elections with respect to Participant Deferral Credits credited at the same time,
on a Participation Agreement that is timely executed and delivered to the Committee pursuant to Section 4.1.


 


4.3 Deferred Compensation Account.
All Participant Deferral Credits and Employer Credits shall be credited to the Deferred Compensation Account of the Participant
as provided in Section 8.


 


Section 5. Qualifying Distribution
Events:


 


5.1 Separation from Service. If
the Participant Separates from Service with the Employer, the vested balance in the Deferred Compensation Account shall be paid
to the Participant by the Employer as provided in Section 7. Notwithstanding the foregoing, no distribution shall be made earlier
than six months after the date of Separation from Service (or, if earlier, the date of death) with respect to a Participant who
as of the date of Separation from Service is a Specified Employee of a corporation the stock in which is traded on an established
securities market or otherwise. Any payments to which such Specified Employee would be entitled during the first six months following
the date of Separation from Service shall be accumulated and paid on the first day of the seventh month following the date of Separation
from Service, and shall be adjusted for deemed investment gain and loss incurred during the six month period.


 




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5.2 Disability. If the Employer
designates in the Adoption Agreement that distributions are permitted under the Plan when a Participant becomes Disabled, and the
Participant becomes Disabled while in Service, the vested balance in the Deferred Compensation Account shall be paid to the Participant
by the Employer as provided in Section 7.


 


5.3 Death. If the Participant dies
while in Service, the Employer shall pay a benefit to the Participant’s Beneficiary in the amount designated in the Adoption
Agreement. Payment of such benefit shall be made by the Employer as provided in Section 7.


 


5.4 In-Service or Education Distributions.
If the Employer designates in the Adoption Agreement that in-service or education distributions are permitted under the Plan,
a Participant may designate in the Participation Agreement to have a specified amount credited to the Participant’s In-Service
or Education Account for in-service or education distributions at the date specified by the Participant. In no event may an in-service
or education distribution of an amount be made before the date that is two years after the first day of the year in which any deferral
election to such In-Service or Education Account became effective. Notwithstanding the foregoing, if a Participant incurs a Qualifying
Distribution Event prior to the date on which the entire balance in the In-Service or Education Account has been distributed, then
the balance in the In-Service or Education Account on the date of the Qualifying Distribution Event shall be paid as provided under
Section 7.1 for payments on such Qualifying Distribution Event.


 


5.5 Change in Control Event. If
the Employer designates in the Adoption


 




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Agreement that distributions are permitted under the Plan upon
the occurrence of a Change in Control Event, the Participant may designate in the Participation Agreement to have the vested balance
in the Deferred Compensation Account paid to the Participant upon a Change in Control Event by the Employer as provided in Section
7.


 


5.6 Unforeseeable Emergency. If
the Employer designates in the Adoption Agreement that distributions are permitted under the Plan upon the occurrence of an Unforeseeable
Emergency event, a distribution from the Deferred Compensation Account may be made to a Participant in the event of an Unforeseeable
Emergency, subject to the following provisions:


 


5.6.1 A Participant may, at any time prior
to his Separation from Service for any reason, make application to the Committee to receive a distribution in a lump sum of all
or a portion of the vested balance in the Deferred Compensation Account (determined as of the date the distribution, if any, is
made under this Section 5.6) because of an Unforeseeable Emergency. A distribution because of an Unforeseeable Emergency shall
not exceed the amount required to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated
as a result of such distribution, after taking into account the extent to which the Unforeseeable Emergency may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the
liquidation of such assets would not itself cause severe financial hardship) or by stopping current deferrals under the Plan pursuant
to Section 4.1.10.


 


5.6.2 The Participant’s request
for a distribution on account of Unforeseeable Emergency must be made in writing to the Committee. The request must specify the
nature of the financial hardship, the total amount requested to be distributed from the Deferred Compensation Account, and the
total amount of the actual expense incurred or to be incurred on account of the Unforeseeable Emergency.


 


5.6.3 If a distribution under this Section
5.6 is approved by the Committee, such distribution will be made as soon as practicable following the date it is approved. The
processing of the request shall be completed as soon as practicable from the date on which the Committee receives the properly
completed written request for a distribution on account of an Unforeseeable Emergency. If a Participant’s Separation from
Service occurs after a request is approved in accordance with this Section 5.6.3, but prior to distribution of the full amount
approved, the approval of the request shall be automatically null and void and the benefits which the Participant is entitled to
receive under the Plan shall be distributed in accordance with the applicable distribution provisions of the Plan.


 




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5.6.4 The Committee may from time to time
adopt additional policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which such
distributions may be made so that the Plan may be conveniently administered.


 


Section 6. Vesting:


 


A Participant shall be fully vested in
the portion of his Deferred Compensation Account attributable to Participant Deferral Credits, and all income, gains and
losses attributable thereto. A Participant shall become fully vested in the portion of his Deferred Compensation Account
attributable to Employer Credits, and income, gains and losses attributable thereto, in accordance with the vesting schedule
and provisions designated by the Employer in the Adoption Agreement. If a Participant’s Deferred Compensation Account
is not fully vested upon Separation from Service, the portion of the Deferred Compensation Account that is not fully vested
shall thereupon be forfeited.


 


Section 7. Distribution Rules:


 


7.1 Payment Options. The Employer shall
designate in the Adoption Agreement the payment options which may be elected by the Participant (lump sum, annual
installments, or a combination of both). Different payment options may be made available for each Qualifying Distribution
Event, and different payment options may be available for different types of Separations from Service, all as designated in
the Adoption Agreement. The Participant shall elect in the Participation Agreement the method under which the vested balance
in the Deferred Compensation Account will be distributed from among the designated payment options. The Participant may at
such time elect a different method of payment for each Qualifying Distribution Event as specified in the Adoption Agreement.
If the Participant is permitted by the Employer in the Adoption Agreement to elect different payment options and does not
make a valid


 




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election, the vested balance in the Deferred Compensation Account
will be distributed as a lump sum.


 


Notwithstanding the foregoing, if certain
Qualifying Distribution Events occur prior to the date on which the vested balance of a Participant’s Deferred Compensation
Account is completely paid pursuant to this Section 7.1 following the occurrence of certain initial Qualifying Distribution Events,
the following rules apply:


 


 7.1.1 If the initial Qualifying Distribution Event is
a Separation from Service or Disability, and the Participant subsequently dies, the remaining unpaid vested balance of a Participant’s
Deferred Compensation Account shall be paid as a lump sum.


 


 7.1.2 If the initial Qualifying Distribution Event is
a Change in Control Event, and any subsequent Qualifying Distribution Event occurs (except an In-Service or Education Distribution
described in Section 2.29(iv)), the remaining unpaid vested balance of a Participant’s Deferred Compensation Account shall
be paid as provided under Section 7.1 for payments on such subsequent Qualifying Distribution Event.


 


7.2 Timing of Payments. Payment
shall be made in the manner elected by the Participant and shall commence as soon as practicable after (but no later than 60 days
after) the distribution date elected for the Qualifying Distribution Event. In the event the Participant fails to make a valid
election of the payment method, the distribution will be made in a single lump sum payment as soon as practicable after (but no
later than 60 days after) the Qualifying Distribution Event. A payment may be further delayed to the extent permitted in accordance
with regulations and guidance under Section 409A of the Code.


 


7.3 Installment Payments. If the
Participant elects to receive installment payments upon a Qualifying Distribution Event, the payment of each installment shall
be made on the anniversary of the date of the first installment payment, and the amount of the installment shall be adjusted on
such anniversary for credits or debits to the Participant’s account pursuant to Section 8 of the Plan. Such adjustment shall
be made by


 




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dividing the balance in the Deferred Compensation Account on
such date by the number of installments remaining to be paid hereunder; provided that the last installment due under the Plan shall
be the entire amount credited to the Participant’s account on the date of payment.


 


7.4 De Minimis Amounts. Notwithstanding
any payment election made by the Participant, if the Employer designates a pre-determined de minimis amount in the Adoption Agreement,
the vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum payment if
at the time of a permitted Qualifying Distribution Event the vested balance does not exceed such pre-determined de minimis amount;
provided, however, that such distribution will be made only where the Qualifying Distribution Event is a Separation from Service,
death, Disability (if applicable) or Change in Control Event (if applicable). Such payment shall be made on or before the later
of (i) December 31 of the calendar year in which the Qualifying Distribution Event occurs, or (ii) the date that is 2-1/2 months
after the Qualifying Distribution Event occurs. In addition, the Employer may distribute a Participant’s vested balance at
any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant’s
entire interest in the Plan as provided under Section 409A of the Code.


 


7.5 Subsequent Elections. With
the consent of the Committee, a Participant may delay or change the method of payment of the Deferred Compensation Account subject
to the following requirements:


 


7.5.1 The new election may not take effect
until at least 12 months after the date on which the new election is made.


 




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7.5.2 If the new election relates to a
payment for a Qualifying Distribution Event other than the death of the Participant, the Participant becoming Disabled, or an Unforeseeable
Emergency, the new election must provide for the deferral of the payment for a period of at least five years from the date such
payment would otherwise have been made.


 


7.5.3 If the new election relates to a
payment from the In-Service or Education Account, the new election must be made at least 12 months prior to the date of the first
scheduled payment from such account.


 


For purposes of this Section 7.5 and Section 7.6, a payment
is each separately identified amount to which the Participant is entitled under the Plan; provided, that entitlement to a series
of installment payments is treated as the entitlement to a single payment.


 


7.6 Acceleration Prohibited. The
acceleration of the time or schedule of any payment due under the Plan is prohibited except as expressly provided in regulations
and administrative guidance promulgated under Section 409A of the Code (such as accelerations for domestic relations orders and
employment taxes). It is not an acceleration of the time or schedule of payment if the Employer waives or accelerates the vesting
requirements applicable to a benefit under the Plan.


 


Section 8. Accounts; Deemed
Investment; Adjustments to Account:


 


8.1 Accounts. The Committee shall
establish a book reserve account, entitled the “Deferred Compensation Account,” on behalf of each Participant. The
Committee shall also establish an In-Service or Education Account as a part of the Deferred Compensation Account of each Participant,
if applicable. The amount credited to the Deferred Compensation Account shall be adjusted pursuant to the provisions of Section
8.3.


 


8.2 Deemed Investments. The Deferred
Compensation Account of a


 




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Participant shall be credited with an investment return determined
as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the
investment funds in which his Deferred Compensation Account shall be deemed to be invested. Such election shall be made in the
manner prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The investment election
of the Participant shall remain in effect until a new election is made by the Participant. In the event the Participant fails for
any reason to make an effective election of the investment return to be credited to his account, the investment return shall be
determined by the Committee.


 


8.3 Adjustments to Deferred
Compensation Account. With respect to each Participant who has a Deferred Compensation Account under the Plan, the amount
credited to such account shall be adjusted by the following debits and credits, at the times and in the order stated:


 


8.3.1 The Deferred Compensation Account
shall be debited each business day with the total amount of any payments made from such account since the last preceding business
day to him or for his benefit. Unless otherwise specified by the Employer, each deemed investment fund will be debited pro-rata
based on the value of the investment funds as of the end of the preceding business day.


 


8.3.2 The Deferred Compensation Account shall
be credited on each Crediting Date with the total amount of any Participant Deferral Credits and Employer Credits to such account
since the last preceding Crediting Date.


 


8.3.3 The Deferred Compensation Account shall
be credited or debited on each day securities are traded on a national stock exchange with the amount of deemed investment gain
or loss resulting from the performance of the deemed investment funds elected by the Participant in accordance with Section 8.2.
The amount of such deemed investment gain or loss shall be determined by the Committee and such determination shall be final and
conclusive upon all concerned.


 




    	18



    	 



    

 


Section 9. Administration
by Committee:


 


9.1 Membership of Committee. If
the Committee consists of individuals appointed by the Board, they will serve at the pleasure of the Board. Any member of the Committee
may resign, and his successor, if any, shall be appointed by the Board.


 


9.2 General Administration. The
Committee shall be responsible for the operation and administration of the Plan and for carrying out its provisions. The Committee
shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the
administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in
connection with this Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the
Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of such authority shall
not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon
all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person
employed or engaged by the Employer with respect to the Plan. The Committee may, from time to time, employ agents and delegate
to such agents, including Employees of the Employer, such administrative or other duties as it sees fit.


 


9.3 Indemnification. To the extent
not covered by insurance, the Employer shall indemnify the Committee, each Employee, officer, director, and agent of the Employer,
and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating
thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however


 




    	19



    	 



    

 


that the Employer shall not indemnify any person for liabilities
or expenses due to that person’s own gross negligence or willful misconduct.


 


Section 10. Contractual Liability,
Trust:


 


10.1 Contractual Liability. Unless
otherwise elected in the Adoption Agreement, the Company shall be obligated to make all payments hereunder. This obligation shall
constitute a contractual liability of the Company to the Participants, and such payments shall be made from the general funds of
the Company. The Company shall not be required to establish or maintain any special or separate fund, or otherwise to segregate
assets to assure that such payments shall be made, and the Participants shall not have any interest in any particular assets of
the Company by reason of its obligations hereunder. To the extent that any person acquires a right to receive payment from the
Company, such right shall be no greater than the right of an unsecured creditor of the Company.


 


10.2 Trust. The Employer may establish
a trust to assist it in meeting its obligations under the Plan. Any such trust shall conform to the requirements of a grantor trust
under Revenue Procedures 92-64 and 92-65 and at all times during the continuance of the trust the principal and income of the trust
shall be subject to claims of general creditors of the Employer under federal and state law. The establishment of such a trust
would not be intended to cause Participants to realize current income on amounts contributed thereto, and the trust would be so
interpreted and administered.


 


Section 11. Allocation of
Responsibilities:


 


The persons responsible for the Plan and
the duties and responsibilities allocated to each are as follows:


 




    	20



    	 



    

 


11.1 Board.


 


(i) To amend the Plan;


 


(ii) To appoint and remove members of
the Committee; and


 


(iii) To terminate the Plan as permitted
in Section 14.


 


11.2 Committee.


 


(i) To designate Participants;


 


(ii)
To interpret the provisions of the Plan and to determine the rights of the Participants under the Plan, except to the extent otherwise
provided in Section 16 relating to claims procedure;


 


(iii) To administer the Plan in
accordance with its terms, except to the extent powers to administer the Plan are specifically delegated to another person or
persons as provided in the Plan;


 


(iv) To account for the amount credited
to the Deferred Compensation Account of a Participant;


 


(v) To direct the Employer in the payment
of benefits;


 


(vi)
To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other
government agency to which reports may be required to be submitted from time to time; and


 


(vii) To administer the claims procedure
to the extent provided in Section 16.


 


Section 12. Benefits Not
Assignable; Facility of Payments:


 


12.1 Benefits Not Assignable. No
portion of any benefit credited or paid under the Plan with respect to any Participant shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge the same shall be void, nor shall any portion of such benefit be in any manner payable to any
assignee, receiver or any one trustee, or be liable for his debts, contracts, liabilities, engagements or torts.


 




    	21



    	 



    

 


12.2 Plan-Approved Domestic Relations
Orders. The Committee shall establish procedures for determining whether an order directed to the Plan is a Plan-Approved Domestic
Relations Order. If the Committee determines that an order is a Plan-Approved Domestic Relations Order, the Committee shall cause
the payment of amounts pursuant to or segregate a separate account as provided by (and to prevent any payment or act which might
be inconsistent with) the Plan-Approved Domestic Relations Order.


 


12.3 Payments to Minors and Others.
If any individual entitled to receive a payment under the Plan shall be physically, mentally or legally incapable of receiving
or acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory evidence of his incapacity and satisfactory
evidence that another person or institution is maintaining him and that no guardian or committee has been appointed for him, may
cause any payment otherwise payable to him to be made to such person or institution so maintaining him. Payment to such person
or institution shall be in full satisfaction of all claims by or through the Participant to the extent of the amount thereof.


 


Section 13. Beneficiary:


 


The Participant’s beneficiary shall
be the person, persons, entity or entities designated by the Participant on the beneficiary designation form provided by and filed
with the Committee or its designee. If the Participant does not designate a beneficiary, the beneficiary shall be his Surviving
Spouse. If the Participant does not designate a beneficiary and has no Surviving Spouse, the beneficiary shall be the Participant’s
estate. The designation of a beneficiary may be changed or revoked only by filing a new beneficiary designation form with the Committee
or its designee. If a beneficiary (the “primary beneficiary”) is receiving or is entitled to receive payments under
the Plan and


 




    	22



    	 



    

 


dies before receiving all of the payments due him, the balance
to which he is entitled shall be paid to the contingent beneficiary, if any, named in the Participant’s current beneficiary
designation form. If there is no contingent beneficiary, the balance shall be paid to the estate of the primary beneficiary. Any
beneficiary may disclaim all or any part of any benefit to which such beneficiary shall be entitled hereunder by filing a written
disclaimer with the Committee before payment of such benefit is to be made. Such a disclaimer shall be made in a form satisfactory
to the Committee and shall be irrevocable when filed. Any benefit disclaimed shall be payable from the Plan in the same manner
as if the beneficiary who filed the disclaimer had predeceased the Participant.


 


Section 14. Amendment and
Termination of Plan:


 


The Company may amend any provision of the
Plan or terminate the Plan at anytime; provided, that in no event shall such amendment or termination reduce the balance in any
Participant’s Deferred Compensation Account as of the date of such amendment or termination, nor shall any such amendment
affect the terms of the Plan relating to the payment of such Deferred Compensation Account. Notwithstanding the foregoing, the
following special provisions shall apply:


 


14.1 Termination in the Discretion
of the Employer. Except as otherwise provided in Sections 14.2, the Company in its discretion may terminate the Plan and distribute
benefits to Participants subject to the following requirements and any others specified under Section 409A of the Code:


 


14.1.1 All arrangements sponsored by the
Employer that would be aggregated with the Plan under Section 1.409A-l(c) of the Treasury Regulations are terminated.


 


14.1.2 No payments other than payments
that would be payable under the terms of the Plan if the termination had not occurred are made within 12 months of the termination
date.


 




    	23



    	 



    

 


14.1.3 All benefits under the Plan are paid
within 24 months of the termination date.


 


14.1.4 The Employer does not adopt a new
arrangement that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations providing for the deferral
of compensation at any time within 3 years following the date of termination of the Plan.


 


14.1.5 The termination does not occur proximate
to a downturn in the financial health of the Employer.


 


14.2 Termination Upon Change in Control
Event. If the Company terminates the Plan within thirty days preceding or twelve months following a Change in Control Event,
the Deferred Compensation Account of each Participant shall become fully vested and payable to the Participant in a lump sum within
twelve months following the date of termination, subject to the requirements of Section 409A of the Code.


 


Section 15. Communication
to Participants:


 


The Employer shall make a copy of the Plan
available for inspection by Participants and their beneficiaries during reasonable hours at the principal office of the Employer.


 


Section 16. Claims Procedure:


 


The following claims procedure shall apply
with respect to the Plan:


 


16.1 Filing of a Claim for Benefits.
If a Participant or Beneficiary (the” claimant”) believes that he is entitled to benefits under the Plan which
are not being paid to him or which are not being accrued for his benefit, he shall file a written claim therefore with the Committee.


 


16.2 Notification to Claimant of Decision.
Within 90 days after receipt of a claim by the Committee (or within 180 days if special circumstances require


 




    	24



    	 



    

 


an extension of time), the Committee shall notify the claimant
of the decision with regard to the claim. In the event of such special circumstances requiring an extension of time, there shall
be furnished to the claimant prior to expiration of the initial 90-day period written notice of the extension, which notice shall
set forth the special circumstances and the date by which the decision shall be furnished. If such claim shall be wholly or partially
denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the claimant, and shall set forth:
(i) the specific reason or reasons for the denial; (ii) specific reference to pertinent provisions of the Plan on which the denial
is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and (iv) an explanation of the procedure for review of the denial
and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action
under ERISA following an adverse benefit determination on review. Notwithstanding the foregoing, if the claim relates to a disability
determination, the Committee shall notify the claimant of the decision within 45 days (which may be extended for an additional
30 days if required by special circumstances).


 


16.3 Procedure for Review. Within
60 days following receipt by the claimant of notice denying his claim, in whole or in part, or, if such notice shall not be
given, within 60 days following the latest date on which such notice could have been timely given, the claimant may appeal
denial of the claim by filing a written application for review with the Committee. Following such request for review, the
Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the


 




    	25



    	 



    

 


Committee, the claimant shall be given an opportunity to review
pertinent documents and to submit issues and comments in writing.


 


16.4 Decision on Review. The decision
on review of a claim denied in whole or in part by the Committee shall be made in the following manner:


 


16.4.1 Within 60 days following receipt
by the Committee of the request for review (or within 120 days if special circumstances require an extension of time), the Committee
shall notify the claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring
an extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.
Notwithstanding the foregoing, if the claim relates to a disability determination, the Committee shall notify the claimant of the
decision within 45 days (which may be extended for an additional 45 days if required by special circumstances).


 


16.4.2 With respect to a claim that is
denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner
calculated to be understood by the claimant, and shall set forth:


 


		(i)	the specific reason or reasons for the adverse determination;



 


		(ii)	specific reference to pertinent Plan provisions on which the adverse determination is based;



 


		(iii)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to the claimant’s claim for benefits; and



 


		(iv)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information
about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).



 


16.4.3 The decision of the Committee shall
be final and conclusive.


 


16.5 Action by Authorized Representative
of Claimant. All actions set for thin this Section 16 to be taken by the claimant may likewise be taken by a representative
of the claimant duly authorized by him to act in his behalf on such matters.


 




    	26



    	 



    

 


The Committee may require such evidence as either may reasonably
deem necessary or advisable of the authority to act of any such representative.


 


Section 17. Miscellaneous
Provisions:


 


17.1 Set off. The Employer may
at any time offset a Participant’s Deferral Compensation Account by an amount up to $5,000 to collect the amount of any loan,
cash advance, extension of other credit or other obligation of the Participant to the Employer that is then due and payable in
accordance with the requirements of Section 409A of the Code.


 


17.2 Notices. Each Participant
who is not in Service and each Beneficiary shall be responsible for furnishing the Committee or its designee with his current address
for the mailing of notices and benefit payments. Any notice required or permitted to be given to such Participant or Beneficiary
shall be deemed given if directed to such address and mailed by regular United States mail, first class, postage prepaid. If any
check mailed to such address is returned as undeliverable to the addressee, mailing of checks will be suspended until the Participant
or Beneficiary furnishes the proper address. This provision shall not be construed as requiring the mailing of any notice or notification
otherwise permitted to be given by posting or by other publication.


 


17.3 Lost Distributees. A benefit
shall be deemed forfeited if the Committee is unable to locate the Participant or Beneficiary to whom payment is due by the fifth
anniversary of the date payment is to be made or commence; provided, that the deemed investment rate of return pursuant to Section
8.2 shall cease to be applied to the Participant’s account following the first anniversary of such date; provided further,


 




    	27



    	 



    

 


however, that such benefit shall be reinstated if a valid claim
is made by or on behalf of the Participant or Beneficiary for all or part of the forfeited benefit.


 


17.4 Reliance on Data. The Employer
and the Committee shall have the right to rely on any data provided by the Participant or by any Beneficiary. Representations of
such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Employer and the Committee
shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant or Beneficiary.


 


17.5 Headings. The headings and
subheadings of the Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions
hereof.


 


17.6 Continuation of Employment. The
establishment of the Plan shall not be construed as conferring any legal or other rights upon any Employee or any persons for continuation
of employment, nor shall it interfere with the right of the Employer to discharge any Employee or to deal with him without regard
to the effect thereof under the Plan.


 


17.7 Merger or Consolidation; Assumption
of Plan. No Employer shall consolidate or merge into or with another corporation or entity, or transfer all or substantially
all of its assets to another corporation, partnership, trust or other entity (a “Successor Entity”) unless such Successor
Entity shall assume the rights, obligations and liabilities of the Employer under the Plan and upon such assumption, the Successor
Entity shall become obligated to perform the terms and conditions of the Plan. Nothing herein shall prohibit the assumption of
the obligations and liabilities of the Employer under the Plan by any Successor Entity.


 




    	28



    	 



    

 


17.8 Construction. The Employer
shall designate in the Adoption Agreement the state according to whose laws the provisions of the Plan shall be construed and enforced,
except to the extent that such laws are superseded by ERISA and the applicable requirements of the Code.


 


17.9 Taxes. The Employer
or other pay or may withhold a benefit payment under the Plan or a Participant’s wages, or the Employer may reduce a Participant’s
Account balance, in order to meet any federal, state, or local or employment tax withholding obligations with respect to Plan benefits,
as permitted under Section 409A of the Code. The Employer or other pay or shall report Plan payments and other Plan-related information
to the appropriate governmental agencies as required under applicable laws.


 


Section 18. Transition Rules:


 


This Section 18 does not apply to plans newly established on
or after January 1, 2009.


 


 18.1 2005 Election Termination. Notwithstanding
Section 4.1.4, at any time during 2005, a Participant may terminate a Participation Agreement, or modify a Participation Agreement
to reduce the amount of Compensation subject to the deferral election, so long as the Compensation subject to the terminated or
modified Participation Agreement is includible in the income of the Participant in 2005 or, if later, in the taxable year in which
the amounts are earned and vested.


 


 18.2 2005 Deferral Election. The requirements
of Section 4.1.2 relating to the timing of the Participation Agreement shall not apply to any deferral elections made on or before
March 15, 2005, provided that (a) the amounts to which the deferral election relate have not been paid or become payable at the
time of the election, (b) the Plan was in existence on or before December 31, 2004, (c) the election to defer compensation is made
in accordance with the terms of the Plan as in effect on December 31,2005 (other than a


 




    	29



    	 



    

 


requirement to make a deferral election after March 15, 2005),
and (d) the Plan is otherwise operated in accordance with the requirements of Section 409A of the Code.


 


 18.3 2005 Termination of Participation; Distribution.
Notwithstanding anything in this Plan to the contrary, at any time during 2005, a Participant may terminate his or her participation
in the Plan and receive a distribution of his Deferred Compensation Account balance on account of that termination, so long as
the full amount of such distribution is includible in the Participant’s income in 2005 or, if later, in the taxable year
of the Participant in which the amount is earned and vested.


 


 18.4 Payment Elections. Notwithstanding the provisions
of Sections 7.1 or 7.5 of the Plan, a Participant may elect on or before December 31, 2008, the time or form of payment of amounts
subject to Section 409A of the Code provided that such election applies only to amounts that would not otherwise be payable in
the year of the election and does not cause an amount to paid in the year of the election that would not otherwise be payable in
such year.


 




    	30



    	 



    

 


NOTE: Execution of this Adoption Agreement
creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. The Employer should
obtain legal and tax advice from its professional advisors before adopting the Plan. Principal Life Insurance Company disclaims
all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement.


 


Principal Life Insurance Company, Raleigh, NC 27612


A member of the Principal Financial Group®


 


THE EXECUTIVE NONQUALIFIED
“EXCESS” PLAN


 


ADOPTION AGREEMENT


 


THIS AGREEMENT is the adoption by Shoe
Carnival, Inc. (the “Company”) of the Executive Nonqualified Excess Plan (“Plan”).


 


W I T N E S S E T H:


 


WHEREAS, the Company desires to adopt the
Plan as an unfunded, nonqualified deferred compensation plan; and


 


WHEREAS, the provisions of the Plan are intended
to comply with the requirements of Section 409A of the Code and the regulations there under and shall apply to amounts subject
to section 409A; and


 


WHEREAS, the Company has been advised by
Principal Life Insurance Company to obtain legal and tax advice from its professional advisors before adopting the Plan,


 


NOW, THEREFORE, the Company hereby adopts
the Plan in accordance with the terms and conditions set forth in this Adoption Agreement:


 


ARTICLE I


 


Terms used in this Adoption Agreement shall
have the same meaning as in the


 


Plan, unless some other meaning is expressly herein set forth.
The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer
hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption
Agreement, the Employer hereby agrees to be bound by the terms of the Plan.


 


ARTICLE II


 


The Employer hereby makes the following designations or elections
for the purpose of the Plan:


 


2.6 Committee: The duties of the Committee set
forth in the Plan shall be satisfied by:


 


__ (a) Company


 


XX (b) The administrative committee
appointed by the Board to serve at the pleasure of the Board.


 


__ (c)  Board.


 


__ (d) Other (specify): _____________________________.


 




    	1



    	 



    

 


2.8 Compensation: The “Compensation”
of a Participant shall mean all of a Participant’s:


 


XX (a) Base salary.


 


XX (b) Service Bonus.


 


XX (c) Performance-Based
Compensation earned in a period of 12 months or more.


 


__ (d) Commissions.


 


__  (e) Compensation received as an
Independent Contractor reportable on Form 1099.


 


__ (f) Other: ___________________________


 


2.9 Crediting Date: The Deferred Compensation Account
of a Participant shall be credited with the amount of any Participant Deferral to such account at the time designated below:


 


__ (a) The last business day of each
Plan Year.


 


__ (b) The last business day of each
calendar quarter during the Plan Year.


 


__ (c) The last business day of each
month during the Plan Year.


 


__ (d) The last business day of each
payroll period during the Plan Year.


 


XX (e) Each pay day as reported
by the Employer.


 


__ (f) Any business day on which
Participant Deferrals are received by the Administrative record keeper.


 


__ (g) Other: _____________________________________.


 


2.13 Effective Date: 


 


__ (a)  This is a newly-established
Plan, and the Effective Date of the Plan is _______________.


 


XX (b) This
is an amendment and restatement of a plan named Shoe Carnival, Inc.


 


Deferred Compensation Plan
with an effective date of 4/1/2000.


 


The
plan was amended and restated on 1/1/2005.


 


The Effective Date of this amended
and restated Plan is 1/1/2014.


 


This is amendment number 3.


 


__ (i) All amounts in Deferred
Compensation Accounts shall be subject to the provisions of this amended and restated Plan.


 


XX (ii) Any
Grandfathered Amounts shall be subject to the Plan rules in effect on October 3, 2004.


 




    	2



    	 



    

 


2.20  Normal Retirement Age: The Normal Retirement
Age of a Participant shall be:


 


 XX (a) Age 65.


 


__ (b) The later of age ___ or
the _______ anniversary of the participation commencement date. The participation commencement date is the first day of the first
Plan Year in which the Participant commenced participation in the Plan.


 


__ (c) Other: _____________________________________.


 


2.23
Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are parties to the Plan:


 


	Name of Employer	 	Address	 	Telephone No.	 	EIN
	Shoe Carnival, Inc.	 	7500 East Columbia Street	 	(812) 867-6471 	 	35-1736614
	 	 	Evansville, IN47715	 	 	 	 


 


2.26
Plan: The name of the Plan is Shoe Carnival, Inc. Deferred Compensation Plan.


 


2.28 Plan Year: The Plan Year shall end each year
on the last day of the month of December.


 


2.30 Seniority Date: The date on which a Participant
has:


 


 __ (a) Attained age __.


 


__ (b) Completed __ Years
of Service from First Date of Service.


 


__ (c) Attained age __ and
completed __ Years of Service from First Date of Service.


 


__ (d) Attained an age as
elected by the Participant.


 


XX (e) Not
applicable – distribution elections for Separation from Service are not based on Seniority Date


 




    	3



    	 



    

 


4.1 Participant Deferral Credits: Subject to the limitations
in Section 4.1 of the Plan, a


 


Participant may elect to have his Compensation (as selected
in Section 2.8 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated
in writing to the Committee:


 


No participant may defer more than
an aggregate total of $150,000 from all compensation sources in


any calendar year after 2013.


 


No participant may defer more than
an aggregate total of $100,000 from all compensation sources in

 any calendar year after 2008.


 


No participant may defer more than
an aggregate total of $50,000 from all compensation sources for

 calendar years 2005, 2006, 2007 and 2008.


 


XX (a) Base salary:


 


minimum deferral: __________%


 


maximum deferral: $150,000
or __________%


 


XX (b) Service Bonus:


 


minimum deferral: __________%


 


maximum deferral: $150,000
or __________%


 


XX (c) Performance-Based
Compensation:


 


minimum deferral: __________%


 


maximum deferral: $150,000
or __________%


 


 __ (d) Commissions:


 


minimum deferral: __________%


 


maximum deferral : $__________
or __________%


 


__ (e) Form 1099 Compensation:


 


minimum deferral: __________%


 


maximum deferral : $__________
or __________%


 


__ (f) Other:


 


minimum deferral: __________%


 


maximum deferral: $__________ or
__________%


 


__ (g) Participant deferrals not allowed.


 




    	4



    	 



    

 


4.2 Employer Credits: Employer Credits will be made
in the following manner:


 


XX (a) Employer
Discretionary Credits: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant
in an amount determined as follows:


 


__ (i) An amount determined
each Plan Year by the Employer.


 


XX (ii)
Other: The Employer Discretionary Credits, set forth in Section 6(f) of the Plan, shall be designated by the
Administrative Committee, in its discretion, for each participant on an annual basis prior to the beginning of each plan
year.


 


XX (b) Other
Employer Credits: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an
amount determined as follows:


 


XX (i) An
amount determined each Plan Year by the Employer.


 


__ (ii) Other: _______________________________________.


 


__ (c) Employer Credits not allowed.


 


5.2 Disability of a Participant:


 


XX (a) A Participant’s
becoming Disabled shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer
as provided in Section 7.1.


 


__ (b) A Participant becoming Disabled shall
not be a Qualifying Distribution Event.


 


5.3
Death of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit to the Beneficiary in an
amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date payments
to the Beneficiary commence, plus:


 


__ (a) An amount to be determined by
the Committee.


 


__ (b) Other: ___________________________________________.


 


XX (c) No additional
benefits.


 




    	5



    	 



    

 


5.4 In-Service or Education Distributions: In-Service
and Education Accounts are permitted under the Plan:


 


XX (a) In-Service Accounts
are allowed with respect to:


 


__ Participant Deferral Credits
only.


 


__ Employer Credits only.


 


XX Participant
Deferral and Employer Credits.


 


In-service distributions may be
made in the following manner:


 


XX Single lump
sum payment.


 


__ Annual installments over a
term certain not to exceed __ years.


 


Education Accounts are allowed with
respect to:


 


__ Participant Deferral Credits
only.


 


__ Employer Credits only.


 


__ Participant Deferral and Employer
Credits.


 


Education Accounts distributions may be made in the
following manner:


 


__ Single lump sum payment.


 


__ Annual installments over a
term certain not to exceed __ years.


 


If applicable, amounts not vested at the time payments
due under this Section cease will be:


 


__ Forfeited


 


XX Distributed
at Separation from Service if vested at that time


 


__ (b) No In-Service or Education Distributions
permitted.


 


5.5 Change in Control Event:


 


__ (a) Participants may elect upon
initial enrollment to have accounts distributed upon a Change in Control Event.


 


XX (b) A Change in Control shall
not be a Qualifying Distribution Event.


 


5.6
Unforeseeable Emergency Event:


 


XX (a) Participants
may apply to have accounts distributed upon an Unforeseeable Emergency event.


 


__ (b) An Unforeseeable Emergency
shall not be a Qualifying Distribution Event


 




    	6



    	 



    

 


6. Vesting: An Active Participant shall be fully vested
in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following events:


 


XX (a) Normal Retirement
Age.


 


XX (b) Death.


 


XX (c) Disability.


 


XX (d) Change in Control
Event


 


__ (e) Other: _____________________________


 


XX (f) Satisfaction of
the vesting requirement as specified below:


 


XX Employer
Discretionary Credits:


 


	For Plan I Participants	 	XX   (i) 100% vesting after 2 Years of Service.
	 	 	 
	For Plan II Participants	 	XX   (ii) 100% vesting after 1 Year of Service.
	 	 	 
	For Plan III Participants	 	XX   (iii) Immediate 100% vesting.




 


__ (iv) Number of Years             Vested


            of Service                         Percentage


 


            Less than     1                      __%


  1                      __%


  2                      __%


  3                      __%


  4                      __%


  5                      __%


  6                      __%


  7                      __%


  8                      __%


  9                      __%


10 or more       __%


 


For this purpose, Years of Service of a Participant
shall be calculated from the date designated below:


 


__ (1) First Day of Service.


 


__ (2) Effective Date of Plan
Participation.


 


XX (3) Each Crediting Date. Under
this option (3), each Employer Credit shall vest based on the Years of Service of a  Participant from the Crediting Date
on which each  Employer Discretionary Credit is made to his or her   Deferred Compensation Account.


 




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__ Other Employer Credits:


 


__ (i) Immediate 100% vesting.


 


__ (ii) 100% vesting after
__ Years of Service.


 


__ (iii) 100% vesting at age
__.


 


__ (iv) Number of Years             Vested


            of Service                         Percentage


 


            Less than     1                      __%


  1                      __%


  2                      __%


  3                      __%


  4                      __%


  5                      __%


  6                      __%


  7                      __%


  8                      __%


  9                      __%


10 or more       __%




 


For this purpose, Years of Service of a Participant
shall be calculated from the date designated below:


 


__ (1) First Day of Service.


 


__ (2) Effective Date of Plan
Participation.


 


__ (3) Each Crediting Date. Under this option
(3), each Employer Credit shall vest based on the Years of Service of a  Participant from the Crediting Date on which each
 Employer Discretionary Credit is made to his or her   Deferred Compensation Account.


 




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7.1 Payment Options: Any benefit payable under the
Plan upon a permitted Qualifying Distribution Event may be made to the Participant or his Beneficiary (as applicable) in any of
the following payment forms, as selected by the Participant in the Participation Agreement:


 


(a) Separation from Service prior to
Seniority Date, or Separation from Service if Seniority Date is Not Applicable


 


XX (i) A lump
sum.


 


XX (ii) Annual
installments over a term certain as elected by the Participant not to exceed 10 years.


 


__ (iii) Other: ______________________________________________.


 


(b) Separation from Service on or After
Seniority Date, If Applicable


 


__ (i) A lump sum.


 


__ (ii) Annual installments
over a term certain as elected by the Participant not to exceed ___ years.


 


__ (iii) Other: ______________________________________________.


 


(c) Separation from Service Upon a
Change in Control Event


 


__ (i) A lump sum.


 


__ (ii) Annual installments
over a term certain as elected by the Participant not to exceed ___ years.


 


XX (iii) Other:
Not Applicable.


 


(d) Death


 


XX (i) A lump
sum.


 


__ (ii) Annual installments
over a term certain as elected by the Participant not to exceed ___ years.


 


__ (iii) Other: ______________________________________________.


 


(e) Disability


 


XX (i) A lump
sum.


 


XX (ii) Annual
installments over a term certain as elected by the Participant not to exceed 10 years.


 


__ (iii) Other: ________________________________________________.


 


__ (iv) Not applicable.


 


If applicable, amounts not vested at the time payments
due under this Section cease will be:


 


__ Forfeited


 


__ Distributed at Separation from Service if vested
at that time


 




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(f) Change in Control Event


 


__ (i) A lump sum.


 


__ (ii) Annual installments
over a term certain as elected by the Participant not to exceed ___ years.


 


__ (iii) Other: ______________________________________________.


 


XX (iv) Not
applicable.


 


If applicable, amounts not vested at the time payments
due under this Section cease will be:


 


__ Forfeited


 


__ Distributed at Separation from Service if vested
at that time


 


7.4  De Minimis
Amounts.


 


XX (a) Notwithstanding
any payment election made by the Participant, the vested balance in the Deferred Compensation Account of the Participant will be
distributed in a single lump sum payment at the time designated under the Plan if at the time of a permitted Qualifying Distribution
Event that is either a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable) the
vested balance does not exceed $ $15,000. In addition, the Employer may distribute a Participant’s vested balance
at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the
Participant’s entire interest in the Plan


 


___ (b) There shall be no
pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant’s vested balance at any
time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant’s
entire interest in the Plan.


 


10.1 Contractual Liability: Liability for payments
under the Plan shall be the responsibility of the:


 


XX (a) Company.


 


__ (b) Employer or Participating
Employer who employed the Participant when amounts were deferred.


 


14. Amendment and Termination of Plan: Notwithstanding
any provision in this Adoption Agreement or the Plan to the contrary, Section ______ of the Plan shall be amended to read as
provided in attached Exhibit _____________.


 


XX There are no
amendments to the Plan.


 


17.9 Construction: The provisions of the Plan shall
be construed and enforced according to the laws of the State of Indiana, except to the extent that such laws are
superseded by ERISA and the applicable provisions of the Code.


 




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IN WITNESS WHEREOF, this Agreement has been
executed as of the day and year stated below.


 


Shoe Carnival, Inc.


Name of Employer


 


By: /s/ Sean Georges


Authorized Person 


 


Date: 12/16/13


 


The Plan is adopted by the following Participating Employers:


 


Shoe Carnival, Inc.


Name of Employer


 


By: /s/ W. Kerry Jackson


Authorized Person 


Date: 12/16/13


 





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