EX-10.1
SHOE CARNIVAL, INC.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 7, 2022 (“Effective Date”), by and between SHOE CARNIVAL, INC., an Indiana corporation with its principal offices located at 7500 East Columbia Street, Evansville, Indiana 47715 (the “Company”), and PATRICK C. EDWARDS (“Employee”).
Recitals
NOW THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:
Agreement
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In the event of termination of Employee’s employment by the Company for Cause, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except the Company will pay or provide Employee the Accrued Obligations.
In the event the Company terminates Employee’s employment without Cause, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (i) the Company will pay or provide Employee the Accrued Obligations; and (ii) subject to and contingent upon Employee’s compliance with Section 5(j), Section 5(m), Section 6, Section 7, and Section 13 of this Agreement, the Company will pay or provide Employee the following severance compensation within thirty (30) calendar days after the Release Agreement set forth in Section 5(j) becomes effective: a lump sum amount equal to the sum of (A) one hundred percent (100%) of Employee’s Base Salary at the highest rate in effect within the six-month period immediately preceding the Employment Termination Date, plus (B) an amount equal to twelve (12) times the COBRA Premium Rate. Payment of the severance compensation set forth in subpart (ii) of the preceding sentence is subject to the terms and conditions of Section 5(j) and Section 10(b) of this Agreement. For purposes of this Agreement, the “COBRA Premium Rate” is the monthly amount charged, as of the Employment Termination Date, for continuation coverage under the Company’s group medical and dental plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) for the coverage options and coverage levels applicable to Employee and Employee’s covered dependents immediately prior to the Employment Termination Date.
In the event Employee terminates Employee’s employment for Good Reason, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate, except: (i) the Company will pay or provide Employee the Accrued Obligations; and (ii) subject to Employee’s compliance with Section 5(j), Section
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5(m), Section 6, Section 7, and Section 13 of this Agreement, the Company will pay or provide Employee the following severance compensation within thirty (30) calendar days after the Release Agreement set forth in Section 5(j) becomes effective: a lump sum amount equal to the sum of (A) one hundred percent (100%) of Employee’s Base Salary at the highest rate in effect within the six-month period immediately preceding the Employment Termination Date, plus (B) an amount equal to twelve (12) times the COBRA Premium Rate. Payment of the severance compensation set forth in subpart (ii) of the preceding sentence is subject to the terms and conditions of Section 5(j) and Section 10(b) of this Agreement.
In the event Employee’s employment is terminated as a result of Employee’s death or Disability, the Company’s obligation to pay and provide Employee compensation and benefits under this Agreement shall immediately terminate except the Company will pay or provide Employee the Accrued Obligations.
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Notwithstanding any other provision of this Section 5(g) to the contrary, an occurrence shall not constitute a Change In Control if it does not constitute a change in the ownership or effective control of, or in the ownership of a substantial portion of the assets of, the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”) and its interpretive regulations (“Code Section 409A”).
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Employee understands and agrees that Confidential Information includes information developed by Employee in the course of Employee’s employment by the Company as if the Company furnished the same Confidential Information to Employee in the first instance.
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To Employee: Patrick C. Edwards
[REDACTED]
[REDACTED]
To Company: Chief Executive Officer
Shoe Carnival, Inc.
7500 East Columbia Street
Evansville, IN 47715
A notice delivered personally will be deemed delivered and effective as of the date of delivery. A notice sent by overnight courier or express next-day mail will be deemed delivered and effective the next business day after it is deposited with the postal authority or commercial carrier. A notice sent by certified or registered mail will be deemed delivered and effective three (3) calendar days after it is deposited with the postal authority. Either party may designate a different address by providing written notice to the other party in the manner provided in this Section 11.
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[Remainder of page intentionally left blank; signature page follows.]
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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the above written Effective Date.
SHOE CARNIVAL, INC. |
| EMPLOYEE |
|
|
|
By: /s/Mark J. Worden |
| By: /s/Patrick C. Edwards |
Mark J. Worden |
| Patrick C. Edwards |
Its: President and Chief Executive Officer
Date: July 7, 2022 |
| Date: July 7, 2022 |
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