Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to the Employment and Noncompetition Agreements of Clifton E. Sifford and W. Kerry Jackson

On April 7, 2021 and April 5, 2021, Mr. Sifford and Mr. Jackson, respectively, and Shoe Carnival, Inc. (the "Company") entered into an amendment (together, the "Amendments") to each executive's respective Amended and Restated Employment and Noncompetition Agreement, dated December 11, 2008 (together, the "Employment Agreements"). The Amendments amend and restate Section 5.7 of the Employment Agreements to eliminate the Company's obligation to pay Mr. Sifford and Mr. Jackson a gross-up payment equal to the excise and other taxes they might otherwise owe pursuant to Section 4999 of the Internal Revenue Code upon a change in control, and instead provide that, in the event of an "excess parachute payment," the aggregate payments and benefits otherwise constituting the parachute payment may be reduced in order to eliminate the impact of the excise tax under Section 4999 of the Internal Revenue Code if such reduction would result in a higher net payment to the executive.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, which are filed as Exhibit 10.1 for Mr. Sifford and as Exhibit 10.2 for Mr. Jackson hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:



Exhibit No. Exhibits
10.1          First Amendment to Amended and Restated Employment and
            Noncompetition Agreement dated as of April 7, 2021 between the
            Company and Clifton E. Sifford

10.2          First Amendment to Amended and Restated Employment and
            Noncompetition Agreement dated as of April 5, 2021 between the
            Company and W Kerry Jackson

104         Cover Page Interactive Data File, formatted in Inline Extensible
            Business Reporting Language (iXBRL)


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