SHOE CARNIVAL INC (Form: 8-K, Received: 10/19/2012 11:28:17)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)	October 19, 2012 (October 17, 2012)

SHOE CARNIVAL, INC.

(Exact name of registrant as specified in its charter)

Indiana		0-21360		35-1736614
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7500 East Columbia Street, Evansville, IN		47715
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code	(812) 867-6471

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Shoe Carnival, Inc. (the "Company") announced on October 17, 2012 that Mark L. Lemond will be retiring from his positions as President, Chief Executive Officer and Director of the Company, effective October 27, 2012.

In connection with his retirement, Mr. Lemond and the Company entered into a separation and release agreement, dated October 17, 2012 (the "Separation Agreement"). Under the terms of the Separation Agreement, Mr. Lemond will receive a cash severance payment of $1,000,000, to be paid in a single lump sum on or before November 1, 2012. In addition, under the terms of the Amended and Restated Employment and Noncompetition Agreement, dated December 11, 2008, by and between the Company and Mr. Lemond (the "Employment Agreement"), Mr. Lemond will receive a cash payment of $425,000. The Company will also pay the monthly costs of health and dental plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act for up to 18 months on Mr. Lemond's behalf. Mr. Lemond will also be entitled to retain the use of a leased automobile through December 31, 2012. As part of the Separation Agreement, Mr. Lemond reaffirmed the post-employment restrictions in his Employment Agreement, including a two-year noncompetition provision and the restrictions and agreements with respect to the Company's confidential and proprietary information. Mr. Lemond has also agreed to release the Company from any claims, including any claims relating to his employment and retirement. Although the Separation Agreement was executed by Mr. Lemond on October 17, 2012, it remains subject to revocation by Mr. Lemond until October 24, 2012.

The above summary is qualified in its entirety by the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference.

Under the terms of the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan, as amended (the "2000 Plan"), Mr. Lemond's retirement will result in the forfeiture of 77,500 shares of unvested restricted stock. None of his vested outstanding awards under the 2000 Plan will be affected by his retirement.

On October 17, 2012, the Company also announced several promotions of its senior executives effective October 27, 2012 to reallocate key responsibilities in light of Mr. Lemond's departure. Clifton E. Sifford will succeed Mr. Lemond as President and Chief Executive Officer of the Company and will also have the title of Chief Merchandising Officer. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, on October 17, 2012, the Board of Directors also appointed Mr. Sifford to serve as a member of the Board of Directors effective October 27, 2012, with a term to expire at the Company's 2013 Annual Meeting of Shareholders and until his successor is elected and has qualified. Mr. Sifford, age 59, has served as the Executive Vice President – General Merchandise Manager of the Company since June 2001. From April 1997 to June 2001, Mr. Sifford served as Senior Vice President – General Merchandise Manager.

W. Kerry Jackson, currently Executive Vice President – Chief Financial Officer and Treasurer, will assume the additional position of Chief Operating Officer. Mr. Jackson, age 50,

has served as Executive Vice President – Chief Financial Officer and Treasurer since August 2004. Prior to that, Mr. Jackson held various other accounting positions with the Company since 1988.

Timothy T. Baker, age 56, the Company's Executive Vice President – Store Operations, will also oversee all real estate operations at the Company. Mr. Baker has served as Executive Vice President – Store Operations since June 2001. Prior to that, Mr. Baker held various other positions with the Company since 1989.

On October 17, 2012, the Compensation Committee of the Board of Directors of the Company approved new compensation arrangements with Messrs. Sifford, Jackson and Baker in light of their increased responsibilities. Effective October 27, 2012, Mr. Sifford's annual base salary will increase to $550,000, Mr. Jackson's annual base salary will increase to $520,000 and Mr. Baker's annual base salary will increase to $500,000. The Compensation Committee also granted 33,400 shares of restricted stock to Mr. Sifford, 29,200 shares of restricted stock to Mr. Jackson and 20,900 shares of restricted stock to Mr. Baker under the 2000 Plan, effective on October 27, 2012. The shares of restricted stock will vest in full on October 27, 2017, provided that the executive officer maintains continuous service with the Company through such date.

A copy of the 2000 Plan is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 15, 2012. The restricted stock awards will be subject to the terms and conditions of the Company's restricted stock award agreement for time-based restricted stock, a copy of which is filed as Exhibit 10.2.

Other than as described above, the compensatory arrangements with Messrs. Sifford, Jackson and Baker have not changed. Each of Messrs. Sifford, Jackson and Baker has previously entered into an amended and restated employment and noncompetition agreement with the Company and also participates in other employee benefit plans and compensation arrangements that are generally available to executive officers of the Company, as described in the proxy statement for the Company's 2012 annual meeting of shareholders filed on May 7, 2012.

Item 7.01. Regulation FD Disclosure.

The following information shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

A copy of the press release issued by the Company on October 17, 2012, announcing the management changes described above and announcing the Company's reaffirmation of its expected ranges for net sales, comparable store sales increase and earnings per diluted share for the third quarter of fiscal 2012, is furnished as Exhibit 99.1, and the information set forth therein is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following items are filed as exhibits to this Current Report on Form 8-K:

Exhibit No.	Exhibit
10.1	Separation and Release Agreement, dated October 17, 2012, by and between the Company and Mark L. Lemond

10.2	Form of Award Agreement for time-based restricted stock with cliff vesting granted under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan, as amended

99.1	Press Release of the Company dated October 17, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SHOE CARNIVAL, INC.



Dated: October 19, 2012	By:	/s/ W. Kerry Jackson
		W. Kerry Jackson
		Executive Vice President and Chief Financial Officer

Exhibit 10.1

SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement ("Agreement") is entered into by and between SHOE CARNIVAL, INC. (the "Company"), and MARK L. LEMOND ("Lemond").

Recitals

A. Lemond has been employed with the Company since 1988. Lemond and the Company are parties to that certain Amended and Restated Employment and Noncompetition Agreement dated December 11, 2008 (the "Employment Agreement").

B. The Company and Lemond have agreed that Lemond will retire from the Company for health reasons effective October 27, 2012.

C. In recognition of Lemond's loyal service to the Company and in consideration of Lemond's release and waiver of any and all claims he may have against the Company Released Parties (as defined in Section 4 below) and his compliance with the other covenants of this Agreement, the Company is willing to provide certain special severance benefits to Lemond in accordance with the terms of this Agreement. In exchange for certain special severance benefits as described in this Agreement, Lemond is willing to waive, and to release the Company Released Parties from, any and all rights or claims that he may have, and to abide by the covenants and provisions contained in this Agreement.

D. Lemond is a "specified employee" within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended ("Code"), such that any deferred compensation, within the meaning of Code Section 409A, that is payable to Lemond on account of his separation from service with the Company is subject to the six-month delay requirement of Code Section 409A(a)(2)(B). Accordingly, the parties have designed the terms of the special severance benefits payable under Section 2 of this Agreement such that any amounts payable under that Section during the six-month period after Lemond's separation from service fall within an exemption from Code Section 409A under Treasury Regulation §1.409A-1(b)(4), for short-term deferrals payable within a limited time period following an involuntary separation, or §1.409A-1(b)(9), for a separation pay plan providing benefits in the event of separation and satisfying certain other conditions. As such, the amounts payable under Section 2 and Section 3 during the six-month period following Lemond's separation from service were designed to comply with, and shall not violate, the exemption requirements specified in Treasury Regulation §§1.409A-1(b)(4) or (9). Any payments under this Agreement that are not so exempt from Code Section 409A are, under the terms of this Agreement, payable on a date that is more than six months after Lemond's separation from service date.

Agreement

In consideration of the covenants and promises hereby provided, the actions taken pursuant thereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Lemond agree as follows:

1. Separation of Employment. The Company and Lemond agree that Lemond's employment with the Company will terminate effective October 27, 2012 (the

"Separation Date"). Lemond hereby resigns, effective as of the Separation Date, from his positions of President and Chief Executive Officer and as a director of the Company and from any and all other positions he may hold with Company or any of its subsidiaries or other affiliates. The parties agree that Lemond's termination is a retirement pursuant to Section 5.5 of the Employment Agreement. The Company will pay Lemond his earned but unpaid salary through the Separation Date and any accrued but unused paid time off ("PTO") as of the Separation Date (such earned salary and accrued but unused PTO being collectively referred to as the "Final Wages"). The Company and Lemond acknowledge that his accrued but unused PTO as of October 27, 2012, totals twenty-one (21) days. The Company will pay Lemond the Final Wages on or before the Company's first customary payroll date after the Separation Date. Pursuant to Section 5.5 of the Employment Agreement, the Company will pay Lemond the amount of Four Hundred Twenty-five Thousand Dollars ($425,000.00). Lemond acknowledges that, except for the Final Wages and such payment pursuant to section 5.5, the Company has paid Lemond all salary, wages and other compensation to which Lemond is entitled in connection with Lemond's employment with the Company and that, except as provided in this Agreement, Lemond is not entitled to any additional compensation, including, without limitation, salary, wages, vacation, PTO or bonuses, from the Company or any other benefits under the Employment Agreement, including but not limited to cash severance payable in the event of a termination of his employment without cause. Lemond will be entitled to continue to participate in the Company's employee benefit plans through the Separation Date. The Company's obligation to pay Lemond the Final Wages is not contingent on Lemond's execution of this Agreement, and the Company will pay Lemond the Final Wages regardless of whether Lemond enters into this Agreement.

2. Special Severance Benefit. Contingent on this Agreement becoming effective, the Company agrees to provide Lemond with the following severance benefit, which Lemond would not otherwise be entitled to receive. The benefit shall be in the total gross sum of One Million Dollars ($1,000,000.00) (the "Severance Compensation"), to be paid in cash in a single lump sum, less all applicable payroll tax withholdings, within fifteen (15) days after this Agreement becomes effective (as set forth in Section 10 below).

3. Termination of Employee Benefits. Lemond's eligibility to participate in the Company's employee benefits plans, including but not limited to participation in the Company's group health plan, retirement savings plan and other welfare or retirement plans, will terminate as of the Separation Date. Except as expressly provided in this Agreement, Lemond's eligibility to participate in and/or receive employee perquisites, including but not limited to use of country club privileges, will terminate as of the Separation Date; provided, however Lemond shall retain the use of the automobile leased for him by the Company through the lease expiration date of December 31, 2012. Effective immediately after the Separation Date, Lemond will become eligible to continue health and dental plan coverage for himself and his qualified beneficiaries pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), as amended. To the extent Lemond elects to continue such coverage, the Company shall pay on Lemond's behalf, on a taxable basis, the monthly costs of such coverage for up to eighteen (18) months from the Separation Date. The Company will provide Lemond with the applicable COBRA notices and election form as required by COBRA.

4. General Release of Claims. To the fullest extent permitted by applicable laws, Lemond hereby generally, irrevocably and unconditionally releases and forever discharges and covenants not to sue the Company and all of its parents, subsidiaries and affiliates and all of its and their current and/or former employees, officers, directors, shareholders, members, managers, representatives, agents, attorneys, employee benefit plans and their fiduciaries and administrators, and all persons acting by, through, or under or in concert with any of them, both individually and in their representative capacities (collectively, including without limitation the Company, the "Company Released Parties"), from any and all complaints, claims, demands, liabilities, damages, obligations, injuries, actions or rights of action of any nature whatsoever (including without limitation claims for damages, attorneys' fees, interest and costs), whether known or unknown, disclosed or undisclosed, administrative or judicial, suspected or unsuspected, that exist in whole or in part as of the date Lemond signs this Agreement, including, but not limited to, any claims based upon, arising out of or in any manner connected with Lemond's employment with the Company, the separation of Lemond's employment with the Company, the Employment Agreement and/or any acts, omissions or events occurring on or before the date Lemond signs this Agreement; provided, however, the Company and Lemond acknowledge that the foregoing release/covenant not to sue does not release or affect his rights under the Company's 2000 Stock Option and Incentive Plan and outstanding awards made thereunder. Without limiting the generality of the foregoing, Lemond acknowledges that the foregoing release/covenant not to sue is to be construed as broadly as possible and includes, but is not limited to, and constitutes a complete waiver of, any and all possible claims Lemond has or may have against the Company Released Parties under or with respect to the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act), 29 U.S.C. § 621 et seq. , the Civil Rights Act of 1964 and 1991, as amended, 29 U.S.C. § 2000(e), the Americans With Disabilities Act of 1990, as amended, 42 U.S.C. § 12,101 et seq. , the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001 et seq. , all other federal, state and local laws and statutes, all wrongful discharge or other state law claims and all contract claims or other theories of recovery as of the date Lemond signs this Agreement. This Agreement does not prohibit Lemond from filing an administrative charge against the Company with the United States Equal Employment Opportunity Commission ("EEOC") relating to Lemond's employment with the Company; provided, however, Lemond waives and releases, to the fullest extent permitted by applicable law, any and all entitlement to any form of personal relief arising from such charge or any legal action relating to such charge. If the EEOC or any other administrative agency or person brings a complaint, charge or legal action on Lemond's behalf or for Lemond's benefit against any of the Company Released Parties based on any acts, omissions or events occurring on or before the date Lemond signs this Agreement, Lemond hereby waives any rights to, and will not accept, any remedy obtained through the efforts of such agency or person.

5. Return of Company Property. Lemond represents and covenants (a) that he will return, on or before the Separation Date, to the Company all property belonging to the Company, including, but not limited to, keys, access cards, files, equipment, business plans, financial statements, computer disks or files, documents and/or any such other Company property in Lemond's possession or custody or under Lemond's control, other than the automobile referred to in Section 3 of this Agreement and (b) that he will not retain copies of any the Company's files, documents or other property.

6. Acknowledgement and Reaffirmation of Obligations under Employment Agreement. Lemond hereby acknowledges and reaffirms his continuing responsibilities to the Company with respect to the covenants contained in Sections 7 and 8 of the Employment Agreement, which covenants shall survive the termination of Lemond's employment with the Company.

7. Cooperation. Lemond agrees to cooperate with the Company in any work transition issues, including without limitation making himself reasonably available, if requested, to answer questions or otherwise provide information concerning business transition matters. Lemond further agrees and covenants that if the Company desires Lemond to provide any information or testimony relating to any judicial, administrative or other proceeding involving the Company (or any of its subsidiaries or other affiliates), Lemond will cooperate in making himself reasonably available for such purposes and will provide truthful information and/or testimony. The Company agrees to reimburse Lemond for all necessary and reasonable out-of-pocket expenses Lemond incurs in connection with such matters. Should Lemond be served with a subpoena in any legal proceeding relating to the Company (or any of its subsidiaries or other affiliates), Lemond agrees: (a) to inform the Company immediately of the subpoena; (b) to cooperate with the Company and its attorneys in preparing for any hearings, depositions or other formal process by which evidence is taken or received; and (c) to provide truthful evidence in response to questions that are within the scope of proper discovery. Lemond further agrees to comply with any reasonable, lawful directions by the Company's attorneys should any litigation relating to the Company (or any of its subsidiaries or other affiliates) involve Lemond as a witness.

8. No Other Severance Benefits. Lemond acknowledges that, except as expressly provided in this Agreement, he is not entitled to any other severance payments or other benefits under the Employment Agreement or any other plan or program that may be maintained by the Company, and Lemond hereby waives any and all rights he may have under any such agreement, plans or programs.

9. Section 409A Compliance . The parties have designed the terms of the special severance benefit payable under Section 2 and Section 3 of this Agreement such that any amounts payable under that Section during the six-month period after Lemond's separation from service fall within an exemption from Code Section 409A under Treasury Regulation §1.409A-1(b)(4), for short-term deferrals payable within a limited time period following an involuntary separation, or §1.409A-1(b)(9), for a separation pay plan providing benefits in the event of separation and satisfying certain other conditions. However, to the extent any payments under this Agreement constitute deferred compensation as defined in, and subject to, Code Section 409A, any such deferred compensation payments otherwise payable because of a separation from service will not be paid to Lemond prior to the first day of the seventh month following the month in which Lemond's last day of employment occurs. Further, to the extent that any payments under this Agreement constitute deferred compensation subject to the requirements of Code Section 409A, the provisions of this Agreement applicable to such payments shall be interpreted and applied in a manner consistent with the standards for nonqualified deferred compensation plans established by Code Section 409A and its interpretive regulations and other regulatory guidance. To the extent that any terms of this Agreement would

subject Lemond to gross income inclusion, interest, or additional tax pursuant to Code Section 409A, those terms are to that extent superseded by, and shall be adjusted to the minimum extent necessary to satisfy, the applicable Code Section 409A standards.

10. Age Act Advisements. Lemond acknowledges : (a) that the Company has advised him that by entering into this Agreement, Lemond is waiving and releasing all claims against the Company Released Parties under the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act), 29 U.S.C. § 621 et seq. , as of the date Lemond signs this Agreement; (b) that the Company has advised him to consult with an attorney prior to signing this Agreement; (c) that the Company has advised him that he has up to twenty-one (21) days to consider and accept this Agreement by signing and returning this Agreement to the Company; (d) that the Company has advised him that for a period of seven (7) days following Lemond's signing of this Agreement, Lemond may revoke this Agreement by written notice to the Company; and (e) this Agreement will not become effective, binding and enforceable until the seven-day revocation period has expired without Lemond having exercised his right of revocation.

11. No Admission. This Agreement and the actions taken pursuant to this Agreement do not constitute an admission by either party of any wrongdoing or liability, and each party expressly denies any wrongdoing or liability.

12. Non-Disparagement. Lemond agrees that, at any time during or after the date hereof, he will not make any negative comments concerning the Company or its board of directors, officers or employees or otherwise disparage or try to damage the reputation of any such persons.

13. Successors. The Company shall have the right to assign this Agreement. This Agreement shall inure to the benefit of and may be enforced by the Company and its successors and assigns, including, without limitation, by asset assignment, merger consolidation or other corporate reorganization. Lemond shall not have the right to assign this Agreement.

14. Entire Agreement; Modification. This Agreement constitutes the entire agreement of the parties with respect to the subject matter addressed herein and supersedes any prior agreements, understandings or representations, oral or written, with respect to the subject matter addressed in this Agreement except for the provisions of the Employment Agreement relating to the post-employment obligations of Lemond, including, without limitation, Section 5.9 (Compliance with Post-Employment Restrictions), Section 7 (Non-competition), Section 8 (Confidential or Proprietary Information), Section 9 (Remedies) and all related procedural provisions, which such sections and provisions shall remain in effect. Lemond acknowledges that he does not have any continuing rights or claims under the Employment Agreement. Lemond acknowledges that he is not relying on any representations, statements, promises or inducements, whether oral or written, made by the Company or its representatives except those expressly stated in this Agreement. This Agreement may not be amended, supplemented, or modified except by a written agreement signed by both Lemond and a duly authorized officer of the Company.

15. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Indiana, without application of its conflict of law rules. The Company and Lemond agree that any legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state court of record in Vanderburgh County, Indiana, or in the United States District Court for the Southern District of Indiana, Evansville Division, and the parties hereby submit to the jurisdiction and venue of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in such courts. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either party.

16. Severability; Reformation. The provisions of this Agreement are separate and divisible, and to the extent any provision or portion of this Agreement is determined to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of the Agreement. If any particular provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, including, without limitation, the time period, geographical area and/or scope of activity covered by any restrictive covenant, provision or clause, such covenant, provision or portion shall automatically be deemed reformed such that the contested covenant, provision or portion will have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so reformed to whatever extent would be reasonable and enforceable under applicable law. The Company and Lemond agree that any court interpreting any restrictive covenant or other provision of this Agreement shall, if necessary, reform any such provision to make it enforceable under applicable law.

17. Counterparts. This Agreement may be executed in one or more counterparts (or upon separate signature pages bound together into one or more counterparts), all of which taken together shall constitute but one agreement. Signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for execution of this Agreement.

18. Acknowledgment. Lemond acknowledges that he has read this Agreement, that he has had ample time to consider this Agreement, that he has had the opportunity to consult with his own attorney concerning this Agreement if he so chooses, and that he is knowingly and voluntarily entering into this Agreement.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the Company and Lemond have executed this Agreement on the dates indicated below, intending it to become effective as set forth above.

LEMOND SHOE CARNIVAL, INC.

/s/ Mark L. Lemond By: /s/ J. Wayne Weaver

Mark L. Lemond J. Wayne Weaver

Chairman of the Board

Date: October 17, 2012 Date: October 17, 2012

Exhibit 10.2

Shoe Carnival, Inc.

Notice of Grant of Award ID: 35-1736614

and Award Agreement 7500 E. Columbia Street

Evansville, IN 47715

[Name] Award Number:

[Address] Plan: 2000

ID:

Effective [Grant Date], you have been granted a restricted stock award of [Number of Shares] shares (the "Shares") of Shoe Carnival, Inc. (the "Company") common stock.

The Shares are restricted and shall vest in full on [Vesting Date] (the "Vesting Date"). While the Shares will be registered in your name and you will have the right to vote the Shares and to receive such dividends as set forth in the 2000 Stock Option and Incentive Plan, as amended (the "2000 Plan"), the Shares will be held by the Company until the restrictions lapse. The Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered until the restrictions lapse. If you cease to maintain Continuous Service (as defined in the 2000 Plan) by reason of total or partial disability (as defined in your Amended and Restated Employment and Noncompetition Agreement dated December 11, 2008) or death prior to the Vesting Date, the restrictions with respect to the Ratable Portion of the Shares, as determined in accordance with the 2000 Plan, shall lapse and such Shares shall be free of restrictions and shall not be forfeited. If you cease to maintain Continuous Service prior to the Vesting Date for any other reason, the Shares will automatically be forfeited.

By your signature and the Company's signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the 2000 Plan as amended and the Award Agreement, all of which are attached and made a part of this document.

_______________________________________________ ___________________________________

Shoe Carnival, Inc. Date

_______________________________________________ ___________________________________
[Name of Award Recipient] Date

Exhibit 99.1

7500 East Columbia Street Evansville, IN 47715 www.shoecarnival.com (812) 867-6471	W. Kerry Jackson Executive Vice President, Chief Financial Officer and Treasurer
FOR IMMEDIATE RELEASE

Shoe Carnival Announces Mark Lemond to Retire as CEO

Cliff Sifford, 15-Year Executive at the Company, Appointed Successor

Company Reaffirms Third Quarter Sales and Earnings Outlook

Evansville, Indiana, October 17, 2012 - Shoe Carnival, Inc. (NASDAQ: SCVL) a leading retailer of value-priced footwear and accessories, announced today that Mark L. Lemond is retiring for health reasons from his positions as president, chief executive officer and director effective October 27, 2012.

The Company also announced several promotions of its senior executives effective October 27, 2012 to reallocate key responsibilities. Clifton E. Sifford, currently Executive Vice President – General Merchandise Manager, will succeed Mr. Lemond as President and Chief Executive Officer, on a permanent basis, and will also have the title of Chief Merchandising Officer. Mr. Sifford will join the Board of Directors effective October 27, 2012. W. Kerry Jackson, currently Executive Vice President – Chief Financial Officer and Treasurer, will assume the additional position of Chief Operating Officer. Timothy T. Baker, who is Executive Vice President – Store Operations, will also oversee all real estate operations at the Company.

"The Board of Directors is grateful to Mark for his many years of leadership," said Wayne Weaver, chairman of the board of the Company. "Mark's contributions have helped make Shoe Carnival the successful and innovative retailer that it is today. The Board and management team join me in wishing him a return to full health and good luck with any future pursuits."

Mr. Lemond said, "Due to certain health reasons and my desire to spend more time with my family, I have decided to retire at the end of this fiscal quarter. It has been my great pleasure to have been associated with this company for nearly 25 years and to have been its CEO for 16 years. In my opinion, we have assembled the best executive management team in the retail footwear industry. I am proud of our record of accomplishments and am confident that team will continue to drive this company forward to realize its full potential."

Mr. Weaver added, "As Mark said, we are fortunate to have a highly-experienced team of senior executives, one that is highly-regarded in the industry. The Board has full confidence in Cliff, Kerry and Tim's ability to continue and surpass the many accomplishments that were achieved during Mark's tenure."

The Company also reaffirmed that it expects its third quarter net sales to be in the range of $240 to $245 million with a comparable store sales increase in the range of 4 to 6 percent. Expected earnings per diluted share in the third quarter of fiscal 2012 were also reaffirmed in the

range of $0.55 to $0.60. In the third quarter of fiscal 2011, the Company earned $0.52 per diluted share.

About Shoe Carnival

Shoe Carnival, Inc. is one of the nation’s largest family footwear retailers, offering a broad assortment of moderately priced dress, casual and athletic footwear for men, women and children with emphasis on national and regional name brands. As of today, the Company operates 347 stores in 32 states and Puerto Rico, and offers online shopping at www.shoecarnival.com. Headquartered in Evansville, IN, Shoe Carnival trades on The NASDAQ Stock Market LLC under the symbol SCVL. Shoe Carnival's press releases and annual report are available on the Company's website at www.shoecarnival.com.

Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, but are not limited to: general economic conditions in the areas of the continental United States and Puerto Rico in which our stores are located; the effects and duration of economic downturns and unemployment rates; changes in the overall retail environment and more specifically in the apparel and footwear retail sectors; our ability to generate increased sales at our stores; the potential impact of national and international security concerns on the retail environment; changes in our relationships with key suppliers; the impact of competition and pricing; changes in weather patterns, consumer buying trends and our ability to identify and respond to emerging fashion trends; the impact of disruptions in our distribution or information technology operations; the effectiveness of our inventory management; the impact of hurricanes or other natural disasters on our stores, as well as on consumer confidence and purchasing in general; risks associated with the seasonality of the retail industry; our ability to successfully execute our growth strategy, including the availability of desirable store locations at acceptable lease terms, our ability to open new stores in a timely and profitable manner, including our entry into major new markets, and the availability of sufficient funds to implement our growth plans; higher than anticipated costs associated with the closing of underperforming stores; our ability to successfully grow our e-commerce business; the inability of manufacturers to deliver products in a timely manner; changes in the political and economic environments in China, Brazil, Europe and East Asia, where the primary manufacturers of footwear are located; the impact of regulatory changes in the United States and the countries where our manufacturers are located; and the continued favorable trade relations between the United States and China and the other countries which are the major manufacturers of footwear.

In addition, these forward-looking statements necessarily depend upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included in this press release do not purport to be predictions of future events or circumstances and may not be

realized. Forward-looking statements can be identified by, among other things, the use of forward-looking terms such as "believes," "expects," "may," "will," "should," "seeks," "pro forma," "anticipates," "intends" or the negative of any of these terms, or comparable terminology, or by discussions of strategy or intentions. Given these uncertainties, we caution investors not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We disclaim any obligation to update any of these factors or to publicly announce any revisions to the forward-looking statements contained in this press release to reflect future events or developments.