Shoe Carnival extends CEO employment through 2029; revises executive severance and change-in-control terms

SHOE CARNIVAL INC

CEO Mark Worden's employment term extended through October 31, 2029 with automatic one-year renewals.
Other executive officers (COO, CFO, CMO) receive one-year agreements expiring Oct 31, 2025, auto-renew.
CEO's severance on qualifying termination increased from 200% to 250% of base salary plus target bonus.
Change-in-control provisions: pure cutback under Section 280G replaces excise tax gross-up; RSUs vest immediately.
Maximum bonus under incentive plan capped at 300% of base salary; Section 162(m) references removed.

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