exhibit101.htm


    
      

    


    Exhibit
10.1

     

    RETENTION
AWARD AGREEMENT

    


    RETENTION
AWARD AGREEMENT dated as of July 7, 2008, between Cabela’s Incorporated, a
Delaware corporation (the “Company”), and
[        ] an employee of the Company
(the “Executive”).

    


    WITNESSETH:

    


    WHEREAS,
on July 7, 2008, the Compensation Committee of the Board of Directors authorized
the payment of a cash retention award to the Executive in the amount of
$___________ (the “Retention Award”), payable 50% as of January 7, 2010 (the
“Initial Payment”), and 50% as of January 7, 2011 (the “Final Payment”), in
accordance with the terms of this Agreement; and

    


    NOW,
THEREFORE, in consideration of the premises and of other good and valuable
consideration the sufficiency and receipt of which are hereby acknowledged by
the parties hereto the parties hereby agree as follows:

    


    1.           Initial
Payment.  Subject to Executive’s continued employment with the
Company, the Initial Payment shall be earned as of January 7, 2010, and the
Initial Payment to the Executive, net of any applicable withholding required
under federal, state or local law, shall be made by the Company to the Executive
in a single lump sum payment within 15 days of January 7,
2010.

    


    2.           Final Payment.
Subject to the Executive’s continued employment with the Company, the Final
Payment to the Executive shall be earned as of January 7, 2011, and the Final
Payment to the Executive, net of any applicable withholding required under
federal, state or local law, shall be made by the Company to the Executive in a
single lump sum payment within 15 days of January 7,
2011.

    


    3.           Effect of Termination Upon
Retention Award.  In the event the Executive’s employment with
the Company is terminated for any reason prior to January 7, 2010, other than as
a result of death or Disability, both the Initial Payment and the Final Payment
shall be forfeited and not earned by Executive or paid by the Company to the
Executive.  In the event the Executive’s employment with the Company
is terminated for any reason on or after January 7, 2010, but prior to January
7, 2011, other than as a result of death or Disability, the Final Payment shall
be forfeited and not earned by the Executive or paid by the Company to the
Executive.

    


    4.           Effect of Death or
Disability.  In the event of the death or Disability of the
Executive prior to January 7, 2010, the Initial Payment will be prorated based
upon a fraction, the numerator of which shall be the number of full weeks of
employment commencing on July 7, 2008, and ending on the date of Death or
commencement of Disability and the denominator shall be 78.  In the
event of the death or Disability of the Executive on or after January 7, 2010,
but prior to January 7, 2011, the Final Payment will be prorated based upon a
fraction, the numerator of which shall be the number of full weeks of employment
commencing on January 7, 2010, and ending on the date of Death or commencement
of Disability and the denominator shall be 52.  The Company shall pay
to the Executive or his estate as promptly as practicable following the death or
Disability of the Executive the amount the Executive is entitled to under such
pro-ration, net of any applicable withholding required under federal, state or
local law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           Effect of Change in
Control.  If Executive remains continuously employed on a
full-time active basis with the Company through and including the date on which
a Change in Control of the Company occurs, then notwithstanding any provision
herein to the contrary, the total Retention Award shall automatically vest and
be payable to Executive upon the effective date of the Change in
Control.  Such payment shall be made, net of any applicable
withholding required under federal, state or local law, as soon as
administratively practicable following the date on which the Change in Control
occurs.

    


    6.           Miscellaneous.

    


    a.           Definitions.  Any
capitalized terms used herein without definition shall have the meanings set
forth in the Cabela’s Incorporated 2004 Stock Plan (as amended).

    


    b.           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 Executive, as the case may be, at the
following addresses or to such other address as the Company or the Executive, 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

            


    

    


    ii.           if
to the Executive, to the Executive at the address then appearing in the
personnel records of the Company for the Executive.  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.

    


    c.           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.

    


    d.           Waiver;
Amendment.  No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and a duly authorized officer of the
Company.  No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.


    
      
         


      

      
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    e.           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 Executive 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.

    


    f.           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.

    


    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.  The Executive 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.           No Guarantee of
Employment.  Nothing in this Agreement shall interfere with or
limit in any way the right of the Company or any Subsidiary to terminate the
Executive's employment at any time, nor to confer upon the Executive any right
to continue in the employ of the Company or any Subsidiary.

    


    j.           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.

    


    k.           Source of
Payment.  Any payments to the Executive under this Agreement
shall be paid from the Company’s general assets, and Employee shall have the
status of a general unsecured creditor with respect to the Company’s obligations
to make payments under this Agreement.  The Executive acknowledges
that the Company shall have no obligation to set aside any assets to fund its
obligations under this Agreement.

    


    l.           Entire
Agreement.  This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes the provisions of all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or
written, by any officer, employee or representative of any party hereto with
respect to the subject matter hereof.

    



    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company and the Executive have executed this Agreement as
of the date and year first written above.

    


    
      	 
      	
              CABELA'S
      INCORPORATED

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Its:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	
              ,
      Executive

            


    

     

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