EXHIBIT
10.2
SHOE
CARNIVAL, INC.
2000 STOCK OPTION AND INCENTIVE PLAN
(AS AMENDED)
1.
Plan Purpose .
The purpose of the Plan is to promote the long-term interests of
the Company and its shareholders by providing a means for
attracting and retaining Directors and officers and key employees
of the Company and its Affiliates.
2.
Definitions .
The following definitions are applicable to the Plan:
"Affiliate"
-- means any "parent corporation" or "subsidiary corporation" of
the Company as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Annual
Return To Shareholders" -- means the Company's return to
shareholders as represented by share price appreciation plus
dividends paid on one share of stock during any Year during a
Restricted Period.
"Award"
-- means the grant by the Committee of an Incentive Stock Option, a
Non-Qualified Stock Option, or Restricted Stock, or any combination
thereof, as provided in the Plan.
"Board"
-- means the Board of Directors of the Company.
"Business
Criteria" -- means any one or any combination of Annual Return to
Shareholders, Total Net Sales, Net Earnings, Net Earnings before
Nonrecurring Items, Return on Equity, Return on Assets, EPS, EBITDA
or EBITDA before Nonrecurring Items, in each case during any Year
during a Restricted Period.
"Change
in Control" -- means each of the events specified in the following
clauses (i) through (iii): (i) any third person, including a
"group" as defined in Section 13(d)(3) of the Exchange Act shall,
after the date of the adoption of the Plan by the Board, first
become the beneficial owner of shares of the Company with respect
to which 25% or more of the total number of votes for the election
of the Board of Directors of the Company may be cast, (ii) as a
result of, or in connection with, any cash tender offer, exchange
offer, merger or other business combination, sale of assets or
contested election, or combination of the foregoing, the persons
who were directors of the Company shall cease to constitute a
majority of the Board of Directors of the Company or (iii) the
stockholders of the Company shall approve an agreement providing
either for a transaction in which the Company will cease to be an
independent publicly owned entity or for a sale or other
disposition of all or substantially all the assets of the
Company.
"Code"
-- means the Internal Revenue Code of 1986, as amended.
"Committee"
-- means the Committee referred to in Section 3 hereof.
"Company"
-- means Shoe Carnival, Inc., an Indiana corporation.
"Continuous
Service" -- means the absence of any interruption or termination of
service as a Director or an employee of the Company or an
Affiliate. Service shall not be considered interrupted in the case
of sick leave, military leave or any other leave of absence
approved by the Company or in the case of any transfer between the
Company and an Affiliate or any successor to the
Company.
"Director"
means any person who serves as a member of the Board.
"EBITDA"
for any Year means -- the consolidated earnings before interest,
taxes, depreciation and amortization of the Company as reflected in
the Company's audited consolidated financial statements for the
Year.
"EBITDA
before Nonrecurring Items" means -- for any Year EBITDA of the
Company before any extraordinary or unusual one-time nonrecurring
expenses or other charges as reflected in the Company's audited
consolidated financial statements for the Year.
"Employee"
-- means any person, including an officer or Director, who is
employed by the Company or any Affiliate.
"EPS"
for any Year means -- diluted earnings per share of the Company, as
reported in the Company's audited consolidated financial statements
for the Year.
"Exchange
Act" -- means the Securities Exchange Act of 1934, as
amended.
"Exercise
Price" -- means the price per Share at which the Shares subject to
an Option may be purchased upon exercise of such Option.
"Incentive
Stock Option" -- means an option to purchase Shares granted by the
Committee pursuant to the terms of the Plan which is intended to
qualify under Section 422 of the Code.
"Market
Value" -- means the last reported sale price on the date in
question (or, if there is no reported sale on such date, on the
last preceding date on which any reported sale occurred) of one
Share on the principal exchange on which the Shares are listed for
trading, or if the Shares are not listed for trading on any
exchange, on the NASDAQ National Market System or any similar
system then in use, or, if the Shares are not listed on the NASDAQ
National Market System, the mean between the closing high bid and
low asked quotations of one Share on the date in question as
reported by NASDAQ or any similar system then in use, or, if no
such quotations are available, the fair market value on such date
of one Share as the Committee shall determine.
"Net
Earnings" for any Year means -- the consolidated net earnings of
the Company, as reported in the Company's audited consolidated
financial statements for the Year.
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"Net
Earnings before Nonrecurring Items" means -- for any Year the Net
Earnings of the Company before any extraordinary or unusual
one-time nonrecurring expenses or other charges as reflected in the
Company's audited consolidated financial statements for the
Year.
"Non-Qualified
Stock Option" -- means an option to purchase Shares granted by the
Committee pursuant to the terms of the Plan, which option is not
intended to qualify under Section 422 of the Code.
"Option"
-- means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant"
-- means any Director or any officer or key employee of the Company
or any Affiliate who is selected by the Committee to receive an
Award.
"Performance
Target(s)" -- means the specific objective goal or goals (which may
be cumulative and/or alternative) that are timely set forth in
writing by the Committee for each Employee for the Restricted
Period in respect of any one or more of the Business
Criteria.
"Plan"
-- means this 2000 Stock Option and Incentive Plan of the
Company.
"Reorganization"
-- means the liquidation or dissolution of the Company or any
merger, consolidation or combination of the Company (other than a
merger, consolidation or combination in which the Company is the
continuing entity and which does not result in the outstanding
Shares being converted into or exchanged for different securities,
cash or other property or any combination thereof).
"Restricted
Period" -- means the period of time selected by the Committee for
the purpose of determining when restrictions are in effect under
Section 9 hereof with respect to Restricted Stock awarded under the
Plan.
"Restricted
Stock" -- means Shares which have been contingently awarded to a
Participant by the Committee subject to the restrictions referred
to in Section 9 hereof, so long as such restrictions are in
effect.
"Return
on Assets" for any Year means -- Net Earnings (as reported in the
Company's audited consolidated financial statements for the Year)
divided by the average of the total assets of the Company at the
end of the fiscal quarters of the Year.
"Return
on Equity" for any Year means -- the Net Earnings (as reported in
the Company's audited consolidated financial statements for the
Year) divided by the shareholders equity of the Company at the
beginning of each Year.
"Securities
Act" -- means the Securities Act of 1933, as amended.
"Shares"
-- means the Common Stock, $.01 par value, of the
Company.
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"Total
Net Sales" for any Year -- means the Company's total net sales as
reported in the Company's consolidated audited financial statements
for the Year.
"Year"
-- means any one or more fiscal years of the Company commencing on
or after January 30, 2000 that represent(s) the applicable
Restricted Period.
3.
Administration . The
Plan shall be administered by the Committee, which shall consist of
two or more members of the Board, each of whom shall be a
"non-employee director" as provided under Rule 16b-3 of the
Exchange Act, and an "outside director" as provided under Code
Section 162(m). The members of the Committee shall be appointed by
the Board. Except as limited by the express provisions of the Plan,
the Committee shall have sole and complete authority and discretion
to (a) select Participants and grant Awards; (b) determine the
number of Shares to be subject to types of Awards generally, as
well as to individual Awards granted under the Plan; (c) determine
the terms and conditions upon which Awards shall be granted under
the Plan; (d) prescribe the form and terms of instruments
evidencing such grants; (e) establish procedures and regulations
for the administration of the Plan; (f) interpret the Plan; and (g)
make all determinations deemed necessary or advisable for the
administration of the Plan.
A
majority of the Committee shall constitute a quorum, and the acts
of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by all members of
the Committee without a meeting, shall be acts of the Committee.
All determinations and decisions made by the Committee pursuant to
the provisions of the Plan shall be final, conclusive and binding
on all persons, and shall be given the maximum deference permitted
by law.
4.
Participants .
The Committee may select from time to time Participants in the Plan
from those Directors and officers and key employees of the Company
or its Affiliates who, in the opinion of the Committee, have the
capacity for contributing in a substantial measure to the
successful performance of the Company or its Affiliates.
5.
Shares Subject to Plan .
Subject to adjustment by the operation of Section 10 hereof, the
maximum number of Shares with respect to which Awards may be made
under the Plan is 2,000,000 Shares. The number of Shares which may
be granted under the Plan to any Participant during any calendar
year of the Plan under all forms of Awards shall not exceed 300,000
Shares. The Shares with respect to which Awards may be made under
the Plan may either be authorized and unissued shares or issued
shares heretofore or hereafter reacquired and held as treasury
shares. With respect to any Option which terminates or is
surrendered for cancellation or with respect to Restricted Stock
which is forfeited, new Awards may be granted under the Plan with
respect to the number of Shares as to which such termination or
forfeiture has occurred.
6.
General Terms and Conditions of Options .
The
Committee shall have full and complete authority and discretion,
except as expressly limited by the Plan, to grant Options and to
provide the terms and conditions (which need not be identical among
Participants) thereof. In particular, the Committee shall prescribe
the following terms and conditions: (i) the Exercise Price (which
shall not be less than the Market Value per Share on the date the
Option is granted), (ii) the number of Shares subject to, and the
expiration date of, any Option, (iii) the manner, time and rate
(cumulative or otherwise) of exercise of such Option, and (iv) the
restrictions, if any, to be placed upon such Option or upon Shares
which may be issued upon exercise of such Option.
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7.
Exercise of Options .
(a)
Except as provided in Section 13, an Option granted under the Plan
shall be exercisable during the lifetime of the Participant to whom
such Option was granted only by such Participant, and except as
provided in paragraphs (c), (d) and (e) of this Section 7, no such
Option may be exercised unless at the time such Participant
exercises such Option, such Participant has maintained Continuous
Service since the date of the grant of such
Option.
(b)
To exercise an Option under the Plan, the Participant must give
written notice to the Company specifying the number of Shares with
respect to which such Participant elects to exercise such Option
together with full payment of the Exercise Price. The date of
exercise shall be the date on which such notice is received by the
Company. Payment may be made either (i) in cash (including check,
bank draft or money order), (ii) by tendering Shares already owned
by the Participant and having a Market Value on the date of
exercise equal to the Exercise Price, or (iii) by any other means
determined by the Committee in its sole discretion, including
permitting a Participant to elect to pay the Exercise Price upon
the exercise of an Option by authorizing a third party to sell the
Shares (or a sufficient portion of the Shares) acquired upon
exercise of the Option and remit to the Company a sufficient
portion of the sale proceeds to pay the Exercise Price and any tax
withholding resulting from such exercise.
(c)
If the Continuous Service of a Participant is terminated for cause,
or voluntarily by the Participant for any reason other than death,
disability or retirement, all rights under any Options granted to
such Participant shall terminate immediately upon such
Participant's cessation of Continuous Service, and the Participant
shall (unless the Committee in its sole discretion waives this
requirement) repay to the Company within 10 days the amount of any
gain realized by the Participant upon any exercise within the
90-day period prior to the cessation of Continuous Service of any
Options granted to such Participant under the Plan. If the
Continuous Service of a Participant is terminated by reason of
death, disability or retirement, such Participant may exercise such
Option, but only to the extent such Participant was entitled to
exercise such Option at the date of such cessation, at any time
during the remaining term of such Option, or, in the case of
Incentive Stock Options, during such shorter period as the
Committee may determine and so provide in the applicable instrument
or instruments evidencing the grant of such Option. If a
Participant shall cease to maintain Continuous Service for any
reason other than those set forth above in this paragraph (c) of
this Section 7, such Participant may exercise such Option to the
extent that such Participant was entitled to exercise such Option
at the date of such cessation but only within 90 days immediately
succeeding such cessation of Continuous Service, and in no event
after the expiration date of the subject Option; provided, however,
that such right of exercise after cessation of Continuous Service
shall
