#​ Application Development License. Kx hereby grants ​ a non-exclusive, non-transferable license, without right of sublicense, to copy and install the Licensed Software onto the hard disk or other permanent storage media of ​ Computers and Customer Computers for purposes of ​ Employees and Contractors developing and testing ​ Applications. ​ may make and maintain copies of the Licensed Software for backup purposes. The foregoing license grant is subject to the terms and conditions set forth in section 4.4 below.

The Committee approved grants of restricted stock to the Company's named executive officers and other key personnel under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan (the “2000 Plan”). Grants to the Company's named executive officers were as follows:

Long-Term Incentive Grants. The Company shall provide to Executive, on an annual basis during the Employment Period, the opportunity to receive a long-term incentive award in such amount and pursuant to such terms as may be determined in the sole discretion of the Board, delivered through vehicles and designs that are generally consistent with those awarded to the Company’s other senior executive officers in each year.

Grants of Performance Awards. Performance Awards in the form of cash may be granted hereunder to Participants, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and shall be based upon the criteria set forth in Section 7.2 hereof.

Equity Grants; Vacation Accrual. Employee shall not be entitled to receive awards after the Effective Date under any of the Company’s equity incentive plans, nor shall Employee be eligible to receive an annual incentive or any other bonus of any kind. Outstanding equity-based awards granted to Employee prior to the Effective Date shall continue to vest in accordance with their respective terms until the Termination Date. Employee acknowledges that he is currently entitled to vest up to 9,846 shares in June 2016, provided that Employee remains employed by the Company. Employee further acknowledges that outstanding equity-based awards scheduled to vest following the Termination Date shall be forfeited, including 15,018 unvested shares, which are not scheduled to vest in their entirety until June 2019. In addition, Employee shall not accrue any vacation or paid time off during the Term of this Agreement.

Terms and Conditions of Grants. Stock Options granted under this Plan are subject to the following terms and conditions and may contain such additional terms, conditions, restrictions and contingencies with respect to exercisability and/or with respect to the Shares acquired upon exercise as may be provided in the relevant agreement evidencing the Stock Options, so long as such terms and conditions are not inconsistent with the terms of this Plan, as the Committee deems desirable:

Restricted Share Grants and Agreements. Restricted Share Awards consist of Shares which are issued by the Company to a participant at no cost or at a purchase price determined by the Committee which may be below their Fair Market Value but which are subject to forfeiture and restrictions on their sale or other transfer by the participant. Each Restricted Share Award granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee and by an Award Agreement dated as of the Date of Grant and executed by the Company and by the participant. The timing of Restricted Share Awards and the number of Shares to be issued (subject to Section 3.2) are to be determined by the Committee in its discretion. By accepting a grant of Restricted Shares, the participant consents to any tax withholding as provided in Article 15.

ISO Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company, the term of the ISO shall not exceed five (5) years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares on the date of grant.

Committee for Non-Officer Grants. The Board of Directors may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not satisfy the requirements of Section 3.a), who may administer the Plan with respect to Employees who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such grants. Within the limitations of the preceding sentence, any reference in the Plan to the Committee shall include such committee or committees appointed pursuant to the preceding sentence. To the extent permitted by applicable law, the Board of Directors may also authorize one or more officers of the Company to designate Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such Awards to be received by such persons; provided, however, that the Board of Directors shall specify the total number of Awards that such officers may so award.

Grants of Long-Term Compensation. The Executive shall also be eligible for grants of long-term incentive compensation, including options to purchase the Company’s common stock, restricted stock and/or restricted stock units, all on terms and conditions established by the Board. The Company will request the Compensation Committee of the Company’s [[Organization A:Organization]] (the “Compensation Committee”) to authorize at its first quarterly meeting occurring after the Employment Commencement Date the following grants to Executive: # a Special Equity Incentive Grant (“SEIG”) of shares of the Company’s common stock, which will vest in accordance with time vesting and performance vesting conditions set forth by the Company, and will have an aggregate fair market value of approximately $1,000,000 based on the 30-day volume weighted average price as of the date of grant, and # a new hire equity grant (“NHEG”), consisting of restricted stock units and non-qualified stock options as determined by the Compensation Committee, with an aggregate fair market value as of the date of grant of approximately $450,000 vesting on terms set forth by the Compensation Committee at the time of grant.