exhibit104.htm


    
      

    

    Exhibit
10.4

    


    
      	
              Name
      of Grantee:

            	 
      	 
      
	 
      
	
              Number
      of Shares:

            	
              Incentive

            	
                   N/A

            	
              Nonqualified

            	
                   2,000

            


    

    


    STOCK
OPTION AGREEMENT

    


    STOCK
OPTION AGREEMENT dated as of the Grant Date (as hereafter defined), by and
between Cabela’s Incorporated, a Delaware corporation (the "Company"), and the
undersigned non-employee director of the Company (the "Grantee").

    


    WITNESSETH:

    


    WHEREAS,
to motivate key employees, consultants and non-employee directors of the Company
and the Subsidiaries by providing them an ownership interest in the Company, the
Board of Directors of the Company (the "Board") has established and the
stockholders of the Company have approved, the Cabela’s Incorporated 2004 Stock
Plan, as the same may be amended from time to time (the "Plan");
and

    


    WHEREAS,
pursuant to Section 5.6 of the Plan, the Grantee has been granted non-qualified
stock options to purchase Two Thousand (2,000) shares of Common Stock (each, a
"Share" and, collectively, the "Shares") at the exercise price per Share set
forth in Section 2; and

    


    WHEREAS,
the Grantee and the Company desire to enter into an agreement to evidence and
confirm the grant of such stock options on the terms and conditions set forth
herein.

    


    NOW,
THEREFORE, to evidence the stock options so granted, and to set forth the terms
and conditions governing such stock options, the Company and the Grantee hereby
agree as follows:

    


    1.           Certain
Definitions.  Capitalized
terms used herein without definition shall have the meanings set forth in the
Plan.  As used in this Agreement, the following terms shall have the
following meanings:

    


    a.           "Aggregate
Exercise Price" shall have the meaning set forth in Section 6
hereof.

    


    b.           "Alternative
Option" shall have the meaning set forth in Section 7(c) hereof.

    


    c.           “Committee”
means the Compensation Committee of the Board.

    


    d.           "Exercise
Date" shall have the meaning set forth in Section 6 hereof.

    


    e.           "Exercise
Price" shall have the meaning set forth in Section 2(b).

    


    f.           "Exercise
Shares" shall have the meaning set forth in Section 6 hereof.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    g.           "Grant
Date" shall mean
[        ].

    


    h.           "Grantee"
shall have the meaning set forth in the introductory paragraph
hereto.

    


    i.           "Normal
Expiration Date" shall mean the eighth anniversary of the Grant
Date.

    


    j.           "Option"
shall mean the right granted to the Grantee hereunder to purchase one share of
Common Stock for a purchase price equal to the Exercise Price and otherwise
subject to the terms and conditions of this Agreement.

    


    k.           "Securities
Act" shall mean the U.S. Securities Act of 1933, as amended.

    


    l.           "Share"
or "Shares" shall have the meaning specified in the preambles
hereto.

    


    2.           Grant of
Options.

    


    a.           Confirmation of
Grant.  The Company hereby evidences and confirms its grant to
the Grantee, effective as of the Grant Date, of Options to purchase Two Thousand
(2,000) Shares.  The Options are not intended to be incentive stock
options under the U.S. Internal Revenue Code of 1986, as
amended.  This Agreement is subordinate to, and the terms and
conditions of the Options granted hereunder are subject to, the terms and
conditions of the Plan, which are incorporated by reference
herein.  If there is any inconsistency between the terms hereof and
the terms of the Plan, the terms of the Plan shall govern.  The
Grantee hereby acknowledges that a copy of the Plan has been made available to
the Grantee.

    


    b.           Exercise Price.  Each Share
covered by an Option shall have an exercise price equal to
[        ] (the “Exercise
Price").

    


    3.           Exercisability.

    


    a.           Options.  Except
as otherwise provided in Section 7(a) of this Agreement, the Options shall be
exercisable with respect to one hundred percent (100%) of the Shares on the
first anniversary of the Grant Date.

    


    b.           Conditions.  Shares covered
by vested Options may, subject to the provisions hereof, be purchased at any
time and from time to time on or after the date the corresponding Options become
vested in accordance with the provisions of this Section 3 until the date one
day prior to the date on which such Options terminate.

    


    4.           Termination of
Options.

    


    a.           Normal Expiration
Date.  Subject to
Sections 4 and 7, the Options shall terminate and be canceled on the Normal
Expiration Date.

    


    b.           Early
Termination.  Except as provided in Section 7, if the Grantee
ceases to be a member of the Board for any reason, the Grantee may exercise any
Options that are exercisable on the date the Grantee ceases to be a member of
the Board until the Normal Expiration Date.  Any Options that are not
then exercisable shall be forfeited and canceled as of the date the Grantee
ceases to be a member of the Board.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    5.           Restrictions on Exercise;
Non-Transferability of Options.

    


    a.           Restrictions on
Exercise.  Once vested in accordance with the provisions of
this Agreement, the Options may be exercised only with respect to full shares of
Common Stock.  No fractional shares of Common Stock shall be
issued.  Notwithstanding any other provision of this Agreement, the
Options may not be exercised in whole or in part, and no certificates
representing Shares shall be delivered, (i) unless all requisite approvals and
consents of any governmental authority of any kind having jurisdiction over the
exercise of the Options shall have been secured, and (ii) unless Section 5(c)
shall have been satisfied.

    


    b.           Non-Transferability of
Options.  Except as provided in the Plan, the Options may be
exercised only by the Grantee or, following his death, by the Grantee's
estate.  Except as provided in the Plan, the Options are not
assignable or transferable, in whole or in part, and may not, directly or
indirectly, be offered, transferred, sold, pledged, assigned, alienated,
hypothecated or otherwise disposed of or encumbered (including, without
limitation, by gift, operation of law or otherwise) other than by will or by the
laws of descent and distribution to the estate of the Grantee upon the Grantee's
death, provided that the deceased Grantee's beneficiary or the representative of
the Grantee's estate shall acknowledge and agree in writing, in a form
reasonably acceptable to the Company, to be bound by the provisions of this
Agreement and the Plan as if such beneficiary or the estate were the
Grantee.

    


    c.           Withholding.  Whenever
Shares are to be issued pursuant to the Options, the Company may require the
recipient of the Shares to remit to the Company an amount in cash sufficient to
satisfy the statutory minimum U.S. federal, state and local and non-U.S. tax
withholding requirements as a condition to the issuance of such
Shares.  In the event any cash is paid to the Grantee or the Grantee's
estate or beneficiary pursuant to Section 7 hereof or any provision of the Plan,
the Company shall have the right to withhold an amount from such payment
sufficient to satisfy the statutory minimum U.S. federal, state and local and
non-U.S. tax withholding requirements.  The Committee may, in its
discretion, require or permit the Grantee to elect, subject to such conditions
as the Committee shall impose, to meet such obligations by having the Company
withhold the number of Shares having a Fair Market Value sufficient to satisfy
all or part of the Grantee's estimated total statutory minimum U.S. federal,
state, and local and non-U.S. tax obligation with respect to the issuance of
Shares upon exercise of Options.

    


    6.           Manner of
Exercise.  To the extent that any outstanding Options shall
have become and remain vested and exercisable as provided in Sections 3 and 4
and subject to such reasonable administrative regulations as the Committee may
have adopted, such Options may be exercised, in whole or in part, by notice to
the designated officer of the Company (or designated third party administrator,
if any) in writing given at least 5 business days (or shorter period permitted
by any third party administrator) prior to the date as of which the Grantee will
so exercise the Options (the "Exercise Date"), specifying the number of whole
Shares with respect to which the Options are being exercised (the "Exercise
Shares") and the aggregate Exercise Price for such Exercise
Shares.  On or before the Exercise Date, the Grantee (i) shall


     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

      deliver
to the Company full payment for the Exercise Shares in United States dollars in
cash, or cash equivalents satisfactory to the Company, and in an amount equal to
the product of the number of Exercise Shares multiplied by the Exercise Price
(such product, the "Aggregate Exercise Price") and (ii) the Company shall
deliver to the Grantee a certificate or certificates representing the Exercise
Shares and registered in the name of the Grantee.  In lieu of
tendering cash, the Grantee may tender shares of Common Stock that have been
owned by the Grantee for at least six months having an aggregate Fair Market
Value on the Exercise Date equal to the Aggregate Exercise Price or may deliver
a combination of cash and such shares of Common Stock having an aggregate Fair
Market Value equal to the difference between the Aggregate Exercise Price and
the amount of such cash as payment of the Aggregate Exercise Price, subject to
such rules and regulations as may be adopted by the Committee to provide for the
compliance of such payment procedure with applicable law, including Section
16(b) of the Exchange Act.  The Company may require the Grantee to
furnish or execute such other documents as the Company shall reasonably deem
necessary (i) to evidence such exercise and (ii) to comply with or satisfy the
requirements of the Securities Act, applicable state or non-U.S. securities laws
or any other law.

    

    


    7.           Change in
Control.

    


    a.           Options.  Subject
to Section 7(c), in the event of a Change in Control, all of the Options
outstanding immediately prior to the consummation of the transaction
constituting the Change in Control (regardless of whether such Options are at
such time otherwise vested or exercisable) shall become exercisable or, at the
discretion of the Committee, any or all of such Options shall be canceled in
exchange for a payment in accordance with Section 7(b) of an amount equal to the
product of (i) the Change in Control Price over the Exercise Price, multiplied
by (ii) the aggregate number of Shares covered by all such Options immediately
prior to the Change in Control.

    


    b.           Timing of Option Cancelation
Payments.  Payment of the amount calculated in accordance with
Section 7(a) shall be made in cash or, if determined by the Committee (as
constituted immediately prior to the Change in Control), in shares of the common
stock of the New Employer having an aggregate fair market value equal to such
amount and shall be payable in full, as soon as reasonably practicable, but in
no event later than 30 days, following the Change in Control.  For
purposes hereof, the fair market value of a share of common stock of the New
Employer shall be determined by the Committee (as constituted immediately prior
to the Change in Control), in good faith.

    


    c.           Alternative
Options.  Notwithstanding Sections 7(a) and 7(b), no
cancellation, termination, acceleration of exercisability or vesting or
settlement or other payment shall occur with respect to any Option if the
Committee (as constituted immediately prior to the consummation of the
transaction constituting the Change in Control) reasonably determines, in good
faith, prior to the Change in Control that the Options shall be honored or
assumed, or new rights substituted therefor (such honored, assumed or
substituted Option being hereinafter referred to as an "Alternative Option") by
the New Employer, provided that any Alternative Options must:

    


    i.           be
based on shares of voting capital stock that are traded on an established U.S.
securities market;

    
 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ii.           provide
the Grantee with rights and entitlements substantially equivalent to or better
than the rights and entitlements applicable under the terms of the Options
immediately prior to the consummation of the transaction constituting the Change
in Control, including, but not limited to, an identical or better exercise and
vesting schedule and identical or better timing and methods of
payment;

    


    iii.           have
substantially equivalent economic value to the Options (determined at the time
of the Change in Control); and

    


    iv.           have
terms and conditions which provide that in the event that the Grantee suffers an
involuntary termination within two years following the Change in Control any
conditions on the Grantee's rights under, or any restrictions on transfer or
exercisability applicable to, each such Alternative Option shall be waived or
shall lapse, as the case may be.

    


    8.           No Rights as
Stockholder.  The Grantee shall have no voting or other rights
as a stockholder of the Company with respect to any Shares covered by the
Options until the exercise of the Options and the issuance of a certificate or
certificates to the Grantee for such Shares.  No adjustment shall be
made for dividends or other rights for which the record date is prior to the
issuance of such certificate or certificates.

    


    9.           Capital
Adjustments.  Subject to the terms of the Plan, in the event of
any Adjustment Event affecting the Common Stock such that an adjustment is
required to preserve or to prevent enlargement of the benefits or potential
benefits made available to the Grantee under the Plan or this Agreement, then
the Committee shall, in such manner as the Committee shall deem equitable,
adjust any or all of the number of shares of Common Stock covered by the Options
and the grant, exercise or conversion price with respect to such
Options.  In addition, the Committee may make provision for a cash
payment to the Grantee.  The number of shares of Common Stock subject
to any Option shall be rounded to the nearest whole number.

    


    10.           Miscellaneous.

    


    a.           Notices.  All
notices and other communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given if
delivered personally or sent by certified or express mail, return receipt
requested, postage prepaid, or by any recognized international equivalent of
such delivery, to the Company or the Grantee, as the case may be, at the
following addresses or to such other address as the Company or the Grantee, as
the case may be, shall specify by notice to the others:

    


                     i.   if
to the Company, to: 

       

                            Cabela's
Incorporated

                           
One Cabela Drive

                           
Sidney, NE  69160

                           
Attention:  Legal Department

      


    

    


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    ii.           if
to the Grantee, to the Grantee at the address then appearing in the corporate
records of the Company for the Grantee.  All such notices and
communications shall be deemed to have been received on the date of delivery if
delivered personally or on the third business day after the mailing thereof,
provided that the party giving such notice or communication shall have attempted
to telephone the party or parties to which notice is being given during regular
business hours on or before the day such notice or communication is being sent,
to advise such party or parties that such notice is being sent.

    


    b.           Binding Effect;
Benefits.  This Agreement shall be binding upon and inure to
the benefit of the parties to this Agreement and their respective successors and
assigns.  Nothing in this Agreement, express or implied, is intended
or shall be construed to give any person other than the parties to this
Agreement or their respective successors or assigns any legal or equitable
right, remedy or claim under or in respect of any agreement or any provision
contained herein.

    


    c.           Waiver;
Amendment.

    


    i.           Waiver.  Any
party hereto or beneficiary hereof may by written notice to the other parties
(A) extend the time for the performance of any of the obligations or other
actions of the other parties under this Agreement, (B) waive compliance with any
of the conditions or covenants of the other parties contained in this Agreement
and (C) waive or modify performance of any of the obligations of the other
parties under this Agreement.  Except as provided in the preceding
sentence, no action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party or beneficiary, shall
be deemed to constitute a waiver by the party or beneficiary taking such action
of compliance with any representations, warranties, covenants or agreements
contained herein.  The waiver by any party hereto or beneficiary
hereof of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any preceding or succeeding breach and no failure by a
party or beneficiary to exercise any right or privilege hereunder shall be
deemed a waiver of such party's or beneficiary's rights or privileges hereunder
or shall be deemed a waiver of such party's or beneficiary's rights to exercise
the same at any subsequent time or times hereunder.

    


    ii.           Amendment.  This
Agreement may not be amended, modified or supplemented orally, but only by a
written instrument executed by the Grantee and the Company.

    


    d.           Assignability.  Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable by the Company or the Grantee without
the prior written consent of the other party; provided that the Company may
assign all or any portion of its rights hereunder to one or more persons or
other entities designated by it in connection with a Change in Control of the
Company.

    


    e.           Applicable
Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEBRASKA, EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF
DELAWARE SPECIFICALLY AND MANDATORILY APPLIES.

    


    f.           Consent to Electronic
Delivery.  By executing this Agreement, Grantee hereby consents
to the delivery of information (including, without limitation, information
required to be delivered to the Grantee pursuant to applicable securities laws)
regarding the Company and the Subsidiaries, the Plan, the Options and the Shares
subject to the Options via Company web site or other electronic
delivery.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    g.           Severability;
Blue Pencil.  In
the event that any one or more of the provisions of this Agreement shall be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected thereby.  Grantee and the Company agree that the covenants
contained in this Agreement are reasonable covenants under the circumstances,
and further agree that if, in the opinion of any court of competent
jurisdiction, such covenants are not reasonable in any respect, such court shall
have the right, power and authority to excise or modify such provision or
provisions of these covenants as to the court shall appear not reasonable and to
enforce the remainder of these covenants as so amended.

    


    h.           Section and Other Headings,
etc.  The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

    


    i.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the
same instrument.

    


    j.           Delegation.  All
of the powers, duties and responsibilities of the Committee specified in this
Agreement may, to the full extent permitted by applicable law, be exercised and
performed by the Board or any duly constituted committee thereof to the extent
authorized by the Board or the Committee to exercise and perform such powers,
duties and responsibilities.

    


    k.           Gender and
Number.  Except when otherwise indicated by the context, words
in the masculine gender used herein shall include the feminine gender, the
singular shall include the plural, and the plural shall include the
singular.

    


    IN
WITNESS WHEREOF, the Company and the Grantee have executed this Agreement
effective as of the Grant Date.

    


    
      
        	
                CABELA'S
      INCORPORATED

              
	 
      	 
      
	 
      	 
      
	
                By:

              	 
      
	
                Its:

              	 
      
	 
      	 
      
	 
      
	 
      	
                ,
      Grantee

              


      

    

    


    


    Back to Form 8-K

     

     

    
      
        
        

      

      
        7