0001564590-19-009140 Sample Contracts

SHOE CARNIVAL, INC. Performance Stock Unit Award Agreement (Executive Officers)
Stock Unit Award Agreement • March 25th, 2019 • Shoe Carnival Inc • Retail-shoe stores • Indiana

Shoe Carnival, Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Performance Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages and the attached Exhibit A, and in the Plan document, a copy of which has been provided or otherwise made available to you and is incorporated by reference and made a part of this Agreement. Any capitalized term that is used but not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

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