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 executive officers.
1. 2007 Base Salary
The Committee increased the base salaries of the Company's executive officers after a review of the Company's financial
performance for fiscal 2006, along with a review of executive compensation practices within the retail and footwear industries.
The salary increases are effective for the full fiscal year of 2007.
Fiscal 2007 base salaries:
2. Annual Incentive Compensation Goals for Fiscal 2007
On March 13, 2007, the Committee established the performance criteria and targets for the 2007 bonus payable in 2008 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.
3. Grants of Restricted Stock
On March 13, 2007, the Committee approved grants of restricted stock to the Company's executive officers and other key
personnel under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan. Mark L. Lemond received a grant of 20,000
shares and Timothy T. Baker, W. Kerry Jackson and Clifton E. Sifford 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.
4. Director's Compensation
The Company pays