THIS EMPLOYMENT AGREEMENT ("Agreement") is made and dated as of April 14, 1997, by and between
SHOE CARNIVAL, INC., ("Employer") an Indiana corporation and CLIFF SIFFORD ("Employee").
WHEREAS, the Employer desires to employ the Employee and the Employee desires to become employed by
the Employer, and
WHEREAS, Employer desires to assure the continued service of Employee; and
WHEREAS, Employee is willing to provide such service on the terms and conditions specified herein;
NOW THEREFORE, in consideration of these premises, the mutual covenants and undertakings herein
contained, Employer and Employee, each intending to be legally bound, covenant and agree as follows:
1. Continuation of Employment. The parties agree that the employment of Employee shall continue for the term
provided for in section 3. While employed by Employer, Employee shall devote substantially all of his business
time and efforts to Employer's business.
2. Duties. Employee shall serve as Employer's Senior Vice President and General Merchandise Manager and to
perform such duties in that office as are customarily associated with such office or as may be assigned to him by
Employer's Board of Directors or Chief Executive Officer.
3. Term. The term of this Agreement (the "Term"), unless terminated earlier in accordance with section 7, shall
continue through April 13, 1999.
a. Employee shall receive an annual salary of $150,000 ("Base Compensation") payable at regular intervals in
accordance with Employer's normal payroll practices now or hereafter in effect.
b. The Base Compensation may be increased on an annual basis as of April 1 of each calendar year by an
amount determined by the Board of Directors.
c. The Board of Directors of Employer may consider, from time to time, additional increases to Employee's Base
d. Employee shall participate in all present and future executive incentive compensation plans of Employer.
5. Benefit Plans. Employee