SHOE CARNIVAL, INC.
1993 STOCK OPTION AND INCENTIVE PLAN
1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term interests of the Company and its
shareholders by providing a means for attracting and retaining officers and key employees of the Company and its
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary corporation" of the Company as such terms are
defined in Section 424(e) and (f), respectively, of the Code.
"Award" -- means the grant by the Committee of an Incentive Stock Option, a Non-Qualified Stock Option, or
Restricted Stock, or any combination thereof, as provided in the Plan.
"Board" -- means the Board of Directors of the Company.
"Change in Control" -- means each of the events specified in the following clauses (i) through (iii): (i) any third
person, including a "group" as defined in Section 13(d)(3) of the Exchange Act shall, after the date of the
adoption of the Plan by the Board, first become the beneficial owner of shares of the Company with respect to
which 25% or more of the total number of votes for the election of the Board of Directors of the Company may
be cast, (ii) as a result of, or in connection with, any cash tender offer, exchange offer, merger or other business
combination, sale of assets or contested election, or combination of the foregoing, the persons who were
directors of the Company shall cease to constitute a majority of the Board of Directors of the Company or (iii)
the stockholders of the Company shall approve an agreement providing either for a transaction in which the
Company will cease to be an independent publicly owned entity or for a sale or other disposition of all or
substantially all the assets of the Company; provided, however, that the occurrence of any of such events shall not
be deemed a Change in Control if, prior to such occurrence, a resolution specifically approving such occurrence
shall have been adopted by at least a major