EX-10.1

SEVERANCE AND RELEASE AGREEMENT

This SEVERANCE AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between SHOE CARNIVAL, INC. (the “Company”) and TIMOTHY BAKER (“Baker”).

Recitals

A.Baker has been employed with the Company pursuant to that Amended and Restated Employment and Non-Competition Agreement dated December 11, 2008, between Baker and the Company (the “Employment Agreement”).  The Company has terminated Baker’s employment without Cause in accordance with Section 5.2 of the Employment Agreement.  Pursuant to the terms of the Employment Agreement, the Company’s obligation to pay, and Baker’s right to receive, certain severance benefits in accordance with Section 5.6.2 of the Employment Agreement is conditional on Baker’s entering into this Agreement.

B.In consideration of Baker’s release and waiver of any and all claims he may have against the Company Released Parties (as defined in Section 6 below), the Company is willing to provide Baker with certain severance benefits in accordance with the terms of Section 5.6.2 of the Employment Agreement, as set forth in this Agreement.

Agreement

In consideration of the Employment Agreement and the covenants and promises hereby provided, the Company and Baker agree as follows:

Section 1.Separation of Employment.  Baker’s employment with the Company has been terminated by the Company without Cause effective April 3, 2021 (the “Employment Separation Date”) in accordance with Section 5.2 of the Employment Agreement.  The Company will pay Baker his earned, unpaid Base Salary through the Employment Separation Date (such earned, unpaid salary hereinafter referred to as the “Final Wages”).  The Company will pay Baker the Final Wages on the Company’s next regular payroll date after the Employment Separation Date.  The Company will also pay Baker, within thirty (30) days after the Employment Separation Date, a lump sum payment equal to fifty-five percent (55%) of the product of (i) times (ii), where (i) is Baker’s annual Base Salary for the 2021 fiscal year, and (ii) is a fraction, the numerator of which is the number of days elapsed in such fiscal year through the date of termination and the denominator of which is 365 (the “Prorated Bonus Payment”). The Company and Baker agree that the Prorated Bonus Payment will be in the gross amount of Fifty-Three Thousand Three Hundred Eighty-Seven Dollars and Fifty-Eight Cents ($53,387.58) [calculated as follows: $562,380.00 x 0.55 x 63/365 = $53,387.58].  Baker acknowledges that, except for the Final Wages and the Prorated Bonus Payment, the Company has paid Baker all wages and other compensation to which Baker is entitled in connection with his employment with the Company and that, except as provided in this Agreement, Baker is not entitled to any additional compensation, including, without limitation, salary, commissions, wages, bonuses, or vacation pay from the Company.  Except for any applicable COBRA rights or as otherwise may be expressly provided in any applicable employee benefit plans, Baker’s eligibility to participate in, and/or Baker’s receipt of, all employee benefits terminated as of the Employment Separation Date.  

US.131878192.02

Consistent with the Company’s expense reimbursement policies, the Company will reimburse Baker for any unreimbursed business expenses that Baker reasonably has incurred in connection with his employment with the Company up to the Employment Separation Date provided that Baker submits such expenses together with such receipts and other documentation as required by the Company’s expense reimbursement policies within thirty (30) days after the Employment Separation Date.  The Company’s obligation to pay the Final Wages, the Prorated Bonus Payment and the unreimbursed business expenses is not contingent on Baker entering into this Agreement, and the Company will pay Baker the Final Wages, the Prorated Bonus and the unreimbursed business expenses regardless whether Baker enters into this Agreement.

Section 2.Severance Benefits Under Section 5.6.2 of the Employment Agreement.  Contingent on this Agreement becoming effective (as described in Section 7 below) and Baker’s compliance with his post-employment obligations and covenants under Section 6 and Section 7 of the Employment Agreement, the Company will, pursuant to Section 5.6.2 of the Employment Agreement, provide Baker with the following severance benefits:

a.The Company will pay Baker, within thirty (30) days after the Employment Separation Date, a lump sum payment equal to one hundred fifty percent (150%) of Baker’s Base Salary for the 2021 fiscal year (the “Severance Payment”).  The Company and Baker agree that the Severance Payment will be in the gross amount of Eight Hundred Forty-Three Thousand Five Hundred Seventy Dollars ($843,570.00).  The Severance Payment shall be subject to all applicable payroll tax withholdings.

b.The Company will pay Baker, within thirty (30) days after the Employment Separation Date, a lump sum payment in an amount equal to a total of (i) plus (ii), where (i) equals eighteen (18) times the monthly COBRA Premium Rate (which is the monthly amount charged, as of the Employment Separation Date, for COBRA continuation coverage under the Company’s group medical and dental plans for the coverage options and coverage levels applicable to Baker and his covered dependents immediately prior to the Employment Separation Date); and (ii) is an additional amount equal to the additional state and federal taxes that the Company determines Baker will incur as a result of the payment of the lump sum payment described in this subsection (the “Grossed-Up COBRA Stipend Payment”).  The Company and Baker agree that the Grossed-Up COBRA Stipend Payment will be in the gross amount of Twenty-Five Thousand Twelve Dollars ($25,012.00).  The Grossed-Up COBRA Stipend Payment shall be subject to all applicable payroll tax withholdings.

Section 3.Compliance with Code Section 409A. The intent of the parties hereto is that payments and benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder (collectively “Code Section 409A”) (including without limitation the exemptions for short-term deferrals and separation pay due to involuntary separation from service), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered in a manner consistent with such intent. To the extent payment and benefits under this Agreement are not so exempt, this Agreement (and any definitions hereunder) shall be interpreted and be administered to be in compliance with Code Section 409A. Nevertheless, the tax treatment of the benefits provided under the Agreement is not

-2-

US.131878192.02

warranted or guaranteed. Neither the Company nor its officers, directors, managers, employees, attorneys or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Baker as a result of the application of Code Section 409A.   Any payments described in this Agreement that are due within the “short-term deferral period” (as defined in Code Section 409A) will not be treated as deferred compensation unless applicable law requires otherwise. If any amount to be paid or benefit to be provided to Baker pursuant to this Agreement constitutes deferred compensation subject to Code Section 409A, such payment or benefit shall be construed as a separate identified payment for purposes of Code Section 409A. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments to be made in connection with Baker’s separation from service would result in the imposition of any individual excise tax and late interest charges imposed under Code Section 409A, the payment will instead be made on the first business day after the earlier of: (a) the date that is six (6) months following such separation from service; and (b) the date of Baker’s death.

Section 4.Acknowledgment of Vesting of Unvested RSU’s.  As of immediately prior to the Employment Separation Date, Baker held Ten Thousand Five Hundred Six (10,506) unvested Restricted Stock Units granted March 31, 2020 pursuant to the Company’s 2017 Equity Incentive Plan (the “Unvested RSU’s”).  The Company acknowledges that the Unvested RSU’s immediately vested as of the Employment Separation Date in accordance with the terms of the Restricted Stock Unity Award Agreement pursuant to which the Company issued the Unvested RSU’s.

Section 5.Reaffirmation of, and Compliance with, Post-Employment Covenants and Obligations under Employment Agreement.  Baker hereby acknowledges and reaffirms his post-employment non-competition, non-disclosure and related restrictive covenants and obligations under Section 6 and Section 7 of the Employment Agreement.  If Baker breaches, or threatens to breach, any of the covenants or provisions set forth in Section 6 and Section 7 of the Employment Agreement, then in such event the Company shall have the right immediately and permanently to discontinue payment and provision of any of the severance compensation and benefits payable under Section 5.6.2 of the Employment Agreement ,as set forth in Section 2 of this Agreement.  Baker acknowledges and agrees that such remedy is in addition to, and not in lieu of, any and all other legal and/or equitable remedies that may be available to the Company in connection with Baker’s breach or threatened breach of the covenants or provisions of Section 6 or Section 7 of the Employment Agreement.

Section 6.General Release of Claims.  To the fullest extent permitted by applicable laws, Baker hereby generally, irrevocably and unconditionally releases and forever discharges and covenants not to sue the Company and all of its parents, subsidiaries and affiliated entities and all of its and their current and/or former employees, officers, members, shareholders, owners, directors, representatives, agents, insurers, 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 Baker signs this Agreement, including,

-3-

US.131878192.02

but not limited to, any claims based upon, arising out of or in any manner connected with Baker’s employment with the Company, the termination of Baker’s employment with the Company, the Employment Agreement and/or any acts, omissions or events occurring on or before the date Baker signs this Agreement.  Without limiting the generality of the foregoing, Baker acknowledges and agrees 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 Baker 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., the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq., the National Labor Relations Act, 29 U.S.C. §151 et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Indiana Civil Rights Law, and 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 Baker signs this Agreement; provided, however, Baker is not releasing or waiving (a) any claims or rights under this Agreement; (b) any vested rights under any employee benefit plan, (c) any rights or claims that cannot be waived by applicable law, or (d) any claim that may arise after the date Baker signs this Agreement.  Baker has been advised by the Company that this Agreement does not prohibit Baker from (x) filing an administrative charge or complaint with a governmental agency, such as the United States Equal Employment Opportunity Commission (“EEOC”), relating to Baker’s employment with the Company; or (y) participating in any investigation by the EEOC or other governmental agency; provided, however, Baker acknowledges and agrees that by this Agreement he is waiving and releasing, to the fullest extent permitted by law, any and all entitlement to any form of personal relief arising from such charge or complaint or any legal action relating to such charge or complaint.  If the EEOC, any other administrative agency or any other person brings a complaint, charge or legal action on Baker’s behalf against any of the Company Released Parties based on any acts, events or omissions occurring on or before the date Baker signs this Agreement, Baker hereby waives any rights to, and will not accept, any remedy obtained through the efforts of such agency or person.  

Section 7.ADEA Advisements.  Baker acknowledges : (a)  the Company has advised Baker that by entering into this Agreement, Baker is waiving and releasing, among other claims, 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 Baker signs this Agreement; (b) the Company has advised Baker to consult with an attorney prior to signing this Agreement; (c) the Company has advised Baker 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) the Company has advised Baker that for a period of seven (7) days following Baker’s signing of this Agreement, Baker may revoke this Agreement by written notice to the Company; and (e) this Agreement will not become binding and enforceable until the seven-day revocation period has expired without Baker having exercised his right of revocation.

Section 8.Cooperation and Transition Assistance.  Baker agrees that for a period of six (6) months after the Employment Separation Date, he will, without any additional

-4-

US.131878192.02

remuneration, cooperate with the Company in any work transition issues, including, without limitation, making himself reasonably available by phone and/or email, if requested, to answer questions or otherwise provide information concerning business transition issues or other business matters involving the Company. Baker further agrees and covenants that if, at any time, the Company desires Baker to provide any information or testimony relating to any judicial, administrative or other proceeding involving the Company, Baker will cooperate in making himself reasonably available for such purposes and will provide truthful information and/or testimony. The Company agrees to reimburse Baker for all necessary and reasonable out-of-pocket expenses he incurs in connection with such matters.  Should Baker be served with a subpoena in any legal proceeding relating to the Company, Baker agrees immediately to notify the Company of the subpoena and provide it with a copy of the subpoena, unless prohibited by applicable law.

Section 9.No Actions Commenced.  Baker represents and warrants that, as of the date of signing this Agreement:  (a) Baker has not filed or submitted any complaint, charge or action of any kind in any forum, judicial, administrative or otherwise, against any of the Company Released Parties which complaint, charge or action is currently pending against any of the Company Released Parties with the EEOC or any other federal, state or local governmental agency; and (b) Baker is not aware of any undisclosed or unresolved corporate or regulatory compliance issues involving the Company arising under any federal, state or local law.  

Section 10.Return of Company Property.  Baker represents and covenants (a) that Baker has returned, or will immediately return, to the Company all property belonging to the Company, including, but not limited to, keys, access cards, credit cards, files, computer and accessories, equipment, computer disks or files, documents, electronic data in any storage medium, and/or any such other Company property in Baker’s possession or custody or under Baker’s control, and (b) that Baker has not retained, and will not retain, copies (hard copy or electronic) of any the Company’s files, documents or electronic data, or any abstracts or summaries of such information.

Section 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.  

Section 12.No Other Severance Benefits.  Baker acknowledges that, except as expressly provided in this Agreement, Baker is not entitled to any other severance payments or other benefits under any other agreement, plan or program that may be maintained by the Company, and Baker hereby waives any and all rights Baker may have under any such agreements, plans or programs.

Section 13.Entire Agreement; Modification.  This Agreement and the Employment Agreement constitute 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.  This Agreement may not be amended, supplemented, or modified except by a written agreement signed by both Baker and a duly authorized officer of the Company.

-5-

US.131878192.02

Section 14.Severability.  If any provision or portion of this Agreement is determined by a court of competent jurisdiction to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or invalidity of the remainder of this Agreement.  Should any covenant or provision of this Agreement be determined by a court of competent jurisdiction to be unenforceable or invalid for any reason, such covenant or provision shall be enforced to the maximum extent permitted by applicable law.

Section 15.Governing Law; Venue.  To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Indiana, notwithstanding any state’s choice-of-law or conflicts-of-law rules to the contrary. The Company and Baker agree that any legal action arising out of or 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.  Further, the Company and Baker hereby consent and submit to the personal jurisdiction and venue of 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 waive any right to challenge or otherwise object to personal jurisdiction or venue (including, without limitation, any objection based on inconvenient forum grounds) in any action commenced or maintained in such courts located in Vanderburgh County, Indiana, or in the United States District Court for the Southern District of Indiana, Evansville Division; provided, however, the foregoing shall not affect any applicable right a party may have to remove a legal action to federal court.

Section 16.Jury Trial Waiver.  EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 17.Construction.  This Agreement is the result of negotiations between the parties.  This Agreement shall be interpreted without any presumption or inference based upon or against the party causing this Agreement to be prepared.  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 any party.

Section 18.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 (including, without limitation, pdf format or any electronic signature complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com) are acceptable the same as original signatures for execution of this Agreement.

Section 19.Acknowledgment.  Baker acknowledges that he has been given ample time to consider this Agreement, he has had the opportunity to consult with his own attorney or other advisors concerning this Agreement if he so chooses, and he is knowingly and voluntarily entering into this Agreement intending to be legally bound.

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

-6-

US.131878192.02

[Signature page for Severance and Release Agreement]

IN WITNESS WHEREOF, the Company and Baker have executed this Agreement on the date(s) indicated below.  

-7-

US.131878192.02

EX-10.2

SHOE CARNIVAL, INC.

2017 EQUITY INCENTIVE PLAN

Performance Stock Unit Award Agreement

(Executive Officers)

Shoe Carnival, Inc. (the “Company”), pursuant to its 2017 Equity Incentive Plan (the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below.  The terms and conditions of this Award are set forth in this Performance Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages and the attached Exhibit A, and in the Plan document, a copy of which has been provided or otherwise made available to you and is incorporated by reference and made a part of this Agreement.  Any capitalized term that is used but not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan document.  You acknowledge that you have received and reviewed these documents.

PARTICIPANT:                                                       SHOE CARNIVAL, INC.

_____________________________________        By:______________________________________

[Name]                                                                        Name:  

                                                                                     Title:

Shoe Carnival, Inc.

2017 Equity Incentive Plan

Performance Stock Unit Award Agreement

Terms and Conditions

1.Award of Performance Stock Units.  The Company hereby grants to you, as of the Grant Date specified on the cover page of this Agreement (the “Grant Date”) and subject to the terms and conditions in this Agreement and the Plan, an Award of Performance Stock Units (the “Units”) in an amount initially equal to the Target Number of Performance Stock Units specified on the cover page of this Agreement.  The number of Units that may actually be earned and become eligible to vest pursuant to this Award can be between 25% and 125% of the Target Number of Performance Stock Units, but may not exceed the Maximum Number of Performance Stock Units specified on the cover page of this Agreement.  Each Unit that is earned as a result of the performance goals specified in Exhibit A to this Agreement having been satisfied and which thereafter vests represents the right to receive one Share of the Company’s Stock.  Prior to their settlement or forfeiture in accordance with the terms of this Agreement, the Units granted to you will be credited to an account in your name maintained by the Company.  This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured contingent obligation of the Company.  

2.Restrictions Applicable to Units.  Neither this Award nor the Units subject to this Award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan.  Following any such transfer, this Award shall continue to be subject to the same terms and conditions that were applicable to this Award immediately prior to its transfer.  Any attempted transfer in violation of this Section 2 shall be void and without effect.  The Units and your right to receive Shares in settlement of any Units under this Agreement shall be subject to forfeiture except to the extent the Units have been earned and thereafter vest as provided in Section 3 and Section 5 of this Agreement.

3.Vesting and Forfeiture of Units.  As soon as practicable following the approval of the Company’s audited results for fiscal 20[  ] by the Audit Committee of the Company’s Board of Directors, the Committee shall determine whether and the extent to which the performance goals set forth in Exhibit A have been satisfied and the number of Units, if any, that you have earned.  The date on which the Committee makes its determination is hereinafter referred to as the “Determination Date.”  As permitted by Section 6(e)(ii) and Section 12 of the Plan, the Units shall vest at the earliest of the following times and to the degree specified (and not as specified in such sections of the Plan):  

(a)Scheduled Vesting.  One-half of any Units that have been earned, as determined by the Committee in accordance with Exhibit A, will vest on March 31, 20[  ] (the “Initial Vesting Date”), and the remaining one-half of such Units will vest on March 31, 20[  ] (the “Final Vesting Date”), so long as your Service has been continuous from the Grant Date through such vesting date. For purposes of this Agreement, the “Vesting Period” is the period from the Grant Date through the Final Vesting Date.

(b)Death or Disability.  If your Service terminates prior to the Final Vesting Date due to your death or Disability, the Ratable Portion of the Units will vest and will not be forfeited, which Ratable Portion will be determined on the later of the Determination Date or the date of your death

Performance Stock Unit Agreement (2017 Equity Incentive Plan)Page 2

or Disability, based on the Company’s Actual EPS (as defined in Exhibit A) at the end of fiscal 20[  ] and the portion of the Vesting Period that had elapsed since the Grant Date on the date of such death or Disability; all of the non-Ratable Portion of the Units will automatically be forfeited.  For purpose of this Award, “Ratable Portion” shall be equal to (x) the number of Units multiplied by the portion of the Vesting Period that had elapsed since the Grant Date on the date of such death or Disability, measured on the basis of full months, reduced by (y) the number of Units that had previously vested as of the date of such death or Disability.

(c)Change in Control.  If a Change in Control occurs while you continue to be a Service Provider and prior to the Final Vesting Date, the following provisions shall apply:

Notwithstanding the vesting and subsequent settlement of this Award, it shall remain subject to the provisions of Section 17 of the Plan.

Performance Stock Unit Agreement (2017 Equity Incentive Plan)Page 3

4.Effect of Termination of Service.  Except as otherwise provided in accordance with Section 3(b) or 3(c) of this Agreement, if you cease to be a Service Provider, you will immediately forfeit all unvested Units.  

5.Settlement of Units.  As soon as practicable after any date on which Units vest (but no later than the 15^th day of the third calendar month following such vesting date), the Company will cause to be issued and delivered to you (or to your personal representative or your designated beneficiary or estate in the event of your death, as applicable), one Share in payment and settlement of each vested Unit.  Delivery of the Shares shall be effected by the issuance of a stock certificate to you, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided to you, or by the electronic delivery of the Shares to a brokerage account you designate, and shall be subject to the tax withholding provisions of Section 8 of this Agreement and compliance with all applicable legal requirements as provided in Section 18(c) of the Plan, and shall be in complete satisfaction and settlement of such vested Units. The Company will pay any original issue or transfer taxes with respect to the issue and transfer of Shares to you pursuant to this Agreement, and all fees and expenses incurred by it in connection therewith.

6.Dividend Equivalents. On any date that a number of earned Units has been determined to have vested in accordance with the terms of this Agreement, a total dividend equivalent amount will be determined by multiplying the number of Units determined to have vested on such date by the per share amount of each cash dividend paid on the Company’s Stock with a record date and payment date occurring between the Grant Date and the applicable vesting date, and adding those products together.  The total dividend equivalent amount, net of any amount required to satisfy withholding tax obligations as provided in Section 8 of this Agreement, will be paid to you (or your permitted transferee) in cash at the time the vested Units are settled as provided in Section 5 of this Agreement.

7.No Right to Continued Service or Future Awards. This Agreement awards Units to you, but does not impose any obligation on the Company to make any future grants or issue any future awards to you or otherwise continue your participation under the Plan. This Agreement does not give you a right to continued Service with the Company or any Affiliate, and the Company or any such Affiliate may terminate your Service at any time without regard to the effect it may have upon you under this Agreement.

8.Tax Consequences and Withholding.  As a condition precedent to the delivery of Shares in settlement of vested Units, you are required to make arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the delivery of the Shares. The Company will retain a portion of the Shares that would otherwise be delivered to you in settlement of vested Units, which retained Shares shall have a Fair Market Value on the date the taxes are required to be withheld equal to the amount of taxes required to be withheld, unless you provide notice to the Company prior to the vesting date of the Units that you desire to pay cash or direct the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of Section 14 of the Plan. Delivery of Shares in settlement of vested Units is subject to the satisfaction of applicable withholding tax obligations.

9.No Shareholder Rights.  The Units subject to this Award do not entitle you to any rights of a holder of the Company’s Stock.  You will not have any of the rights of a shareholder of the Company in connection with any Units granted or earned pursuant to this Agreement unless and until Shares are issued to you in settlement of the earned and vested Units as provided in Section 5 of this Agreement.  

Performance Stock Unit Agreement (2017 Equity Incentive Plan)Page 4

10.Governing Plan Document.  This Agreement and the Award are subject to all the provisions of the Plan, including the confidentiality, non-solicitation, forfeiture and recovery provisions set forth in Section 17 of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Board or the Committee pursuant to the Plan.  All interpretations of the Committee and all related decisions or resolutions of the Board or the Committee shall be final and binding on the Company and you. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern, except to the extent that the terms and conditions of the Plan are supplemented or modified by this Agreement, as authorized by the Plan.

11.Choice of Law.  This Agreement, the parties’ performance hereunder, and the relationship between them shall be governed by, construed, and enforced in accordance with the laws of the State of Indiana, without giving effect to the choice of law principles thereof.  

12.Severability.  The provisions of this Agreement shall be severable and if any provision of this Agreement is found by any court to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties.  You also agree that any trier of fact may modify any invalid, overbroad or unenforceable provision of this Agreement so that such provision, as modified, is valid and enforceable under applicable law.

13.Binding Effect.  This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

14.Section 409A of the Code.  The award of Units as provided in this Agreement and any issuance of Shares or payment pursuant to this Agreement are intended to be exempt from Section 409A of the Code under the short-term deferral exception specified in Treas. Reg. § 1.409A-l(b)(4).

15.Electronic Delivery and Acceptance.  The Company may deliver any documents related to this Performance Stock Unit Award by electronic means and request your acceptance of this Agreement by electronic means.  You hereby consent to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or the Company’s third-party stock plan administrator.

Performance Stock Unit Agreement (2017 Equity Incentive Plan)Page 5