Shares[]Performance Target[]

Effective [Grant Date] (the “Grant Date”), you have been granted a restricted stock award of [Number of Shares] shares (the “Shares”) of Shoe Carnival, Inc. (the “Company”) common stock. The value of the award on the date of grant is $[            ].

 

The Shares are subject to the performance-based and time-based restrictions and conditions set forth herein during the period from the Grant Date until such Shares become vested and nonforfeitable (the “Restricted Period”).  While the Shares will be registered in your name and you will have the right to vote the Shares, they will be held by the Company until the Restricted Period has expired. Any dividends declared during the Restricted Period will be deferred and paid upon vesting. The Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered until the Restricted Period has expired.

 

Except as otherwise set forth herein or in the 2000 Plan, if the performance target with respect to such Shares, as set forth below, is met in [any of][insert description of performance period(s)] (the “Performance Period[s]”), then such Shares shall become vested and nonforfeitable, meaning that the Restricted Period shall expire with respect to such Shares, on [                         ] (the “Vesting Date”). If the performance target with respect to such Shares is not met in [any of] the Performance Period[s], such Shares and any deferred dividends on such Shares will be forfeited and returned to the Company on the Vesting Date.

 

Shares [             ]

Performance Target [                      ]