exhibit107.htm


    
      
        

      


      Exhibit
10.7

      


       

      EXECUTIVE
EMPLOYMENT AGREEMENT

      


      This
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective this
18th day of March, 2009 (the “Effective Date”) by and between Cabela’s
Incorporated, a Delaware Corporation (“Company”), and Dennis Highby
(“Executive”).

      


      R E C I T
A L S

      


      WHEREAS,
Company is a leading specialty retailer and direct marketer of hunting, fishing,
camping and related outdoor merchandise (the “Business”);

      


      WHEREAS;
Executive is currently serving as President and Chief Executive Officer and a
director of Company, as well as an officer and director for certain subsidiaries
of Company; and

      


      WHEREAS,
Company desires to continue to employ Executive but to transition Executive to
the position of a Vice Chairman of Company’s Board of Directors (“Board”) on the
terms and conditions set forth below, and Executive desires to accept such
employment.

      


      NOW,
THEREFORE, Company and Executive, in consideration of the mutual promises and
covenants set forth below, hereby agree as follows:

      


      1.           Title and
Duties.  Commencing on
April 6, 2009 (the “Transition Date”), Executive’s employed position with
Company shall be a Vice Chairman of the Board.  Executive’s principal
employment duties and responsibilities shall be those duties and
responsibilities as the Board shall from time to time reasonably assign to
Executive.  Executive shall report directly to the Board and the Board
shall nominate Executive for election as a director of Company each year during
the Term of this Agreement, as defined below.  At the request of the
Board, Executive agrees to continue serving as an officer, director or both of
any subsidiary or affiliate of Company without additional compensation or to
resign such positions at the request of the Board in its sole discretion,
provided that acceptance of such positions does not significantly increase
Executive’s time commitments, fiduciary obligations or exposure to potential
liabilities.

      


      2.           Full Time
Efforts.  Executive shall
devote his working time, attention and best efforts to the performance of his
business duties and responsibilities under this Agreement.  Executive
will not engage in any other business or render any commercial or professional
services, directly or indirectly, to any other person or organization, whether
for compensation or otherwise, unless explicitly approved in writing by
Company.  Notwithstanding the foregoing, Executive (i) may make any
passive investment where he is not obligated or required to, and shall not in
fact, devote any day-to-day managerial efforts, (ii) may participate in
charitable, academic, political or community activities and boards, and in trade
or professional organizations; (iii) may accept speaking engagements, function
as a a guide or escort for outdoor excursions or engage in similar activities on
an occasional basis; and (iv) may hold directorships in other companies
consistent with Company’s Corporate Governance Guidelines.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      3.           Salary.  Executive’s
current annual base salary of Seven Hundred Twenty-One Thousand Nine Hundred
Twenty-Four and No/100 Dollars ($721,924.00) shall continue under this Agreement
until June 30, 2009.  Beginning July 1, 2009, Executive’s annual base
salary shall be Two Hundred Eighty-Eight Thousand Nine Hundred Sixty-Three and
No/100 Dollars ($288,963.00).  The base salaries provided for in this
Section (“Base Salary”) shall be paid to Executive less applicable withholdings,
in accordance with Company’s regular payroll practices and
policies.  The Compensation Committee of the Board (“Compensation
Committee”) shall review the Base Salary at least annually and, in the absolute
discretion of the Compensation Committee, may increase such Base Salary from
time to time based upon the performance of Executive, the financial condition of
Company, prevailing industry salary levels and such other factors as the
Compensation Committee shall consider relevant.

      


      4.           Consulting
Fee.  In addition to
the Base Salary provided in Section 3 above, beginning July 1, 2009, Company
shall pay Executive aggregate consulting fees of Nine Hundred Fifty Thousand and
No/100 Dollars ($950,000.00), payable at an annual rate of Two Hundred Thousand
and No/100 Dollars ($200,000.00) for Executive’s provision of consulting and
advisory services to Company as reasonably requested from time to time through
March 31, 2014 (“Consulting Fees”).  The Consulting Fees shall be paid
to Executive less applicable withholdings, in accordance with Company’s regular
payroll practices and policies.

      


      5.           Incentive
Compensation.  As of the
Transition Date, Executive’s participation in Company’s bonus policies or
programs shall cease, and Executive shall not be eligible for future performance
bonuses of any kind other than bonuses that may be awarded at the sole
discretion of Company; provided, however, Executive shall be awarded a bonus for
2009 pro-rated through June 30, 2009 contingent on Company metrics
(“Bonus”).  If Company reaches its target bonus criteria, the
pro-rated bonus is expected to be in the amount of Three Hundred Sixty Thousand,
Nine Hundred Sixty Two and No/100 Dollars ($360,962.00).  The Bonus
hereunder shall be paid to Executive only if Executive is actively employed at
the time the 2009 bonuses are actually paid.

      


      6.           Equity
Compensation.  Except as
expressly provided below, as of the Transition Date, Executive shall no longer
be entitled to participate in equity award programs as an executive of Company;
however, Executive may be eligible for equity awards as a director of
Company.  Executive’s eligibility for such director equity awards
shall be reviewed annually and be at the discretion of the Compensation
Committee.  Except as provided for herein, any unvested restricted
stock units and options, and other equity compensation awards, previously
granted to Executive will continue to vest in accordance with the terms of such
grants or awards.

      


      a.           Currently Outstanding
Awards.  Exhibit A sets forth
Executive’s currently outstanding options and restricted stock
units.

      


      b.           Final Award/Successful
Transition RSUs.  Upon successful completion, as determined by
the Compensation Committee in its sole discretion, of a transition to the new
Chief Executive Officer and President, Executive shall be awarded Successful
Transition Restricted Stock Units (“Successful Transition RSUs”).  The
number of Successful Transition RSUs awarded to Executive, if any, shall be
determined by dividing $288,963 by the closing price of one share of the
Company’s common stock on the New York Stock Exchange on the grant date, which
shall be no later than March 2010.  The Successful Transition RSUs
awarded, if any, under this subsection 6.b shall vest in whole on the third
(3rd) anniversary of the grant date.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      7.           Benefits.  Executive shall
continue to be eligible to participate in any employee benefit plans and
programs as in effect from time to time and generally made available to
similarly situated executives of Company, in a manner consistent with the terms
and conditions of such plan or program, and on a basis that is commensurate with
Executive’s positions and duties with Company.  Continuous health
insurance coverage is of material importance to Executive. From the Effective
Date through March 21, 2014 (Executive’s 65th birthday), the Company agrees to
continuously provide Executive at Company expense with health insurance coverage
that is at least equivalent to that provided to the Company’s senior
executives.  In the event of a conflict between any benefit plan or
program and this Agreement, the terms of this Agreement shall
govern.

      


      8.           Facilities
and Support.  Executive will
perform his services hereunder at the principal office of Company, which is
located in Sidney, Nebraska.  Company shall furnish and pay for all
facilities, equipment, supplies, and services, including support staff, needed
by Executive to perform his duties hereunder, and all other similar expenses
incurred as a result of this employment or which are incidental to the
performance of Executive’s duties hereunder, in accordance with the uniform
policies of Company enforced from time to time.

      


      9.           Expenses.  Executive shall
continue to be entitled to reimbursement of all reasonable expenses incurred by
Executive in connection with the business of Company in accordance with
Company’s then-current policy concerning reimbursable expenses as in effect from
time to time and on a basis no less favorable than that applicable to any other
similarly situated executives of Company, including, without limitation, cell phone, computer and internet
access expenses incurred by Executive at his residences in Nebraska and
Minnesota to maintain communications with Company, and legal fees
and expenses incurred by Executive with regard to this
Agreement.

      


      10.           Term and
Termination.  This Agreement
shall commence on the Effective Date and shall continue until this Agreement and
Executive’s employment are automatically terminated upon the first to occur of
the following (“Effective Date of Termination”):

      


      a.           Expiration.  March
31, 2014 (the “Natural Termination Date”).

      


      b.           Death or
Disability.  The date of Executive’s death or Executive’s
physical or mental disability which prevents Executive from performing the
essential functions of Executive’s duties as an employee of Company, with or
without reasonable accommodation as defined and required by the Americans with
Disabilities Act.

      


      c.           Without
Cause.  By either party, for any reason, upon thirty (30)
days written
notice.

      


      d.           For
Cause.  At the election of Company, and subject to the
provisions of this Section 10.d, Executive may be terminated immediately upon
written notice by Company to Executive of his termination for Cause, provided
Company notifies Executive of its determination that Cause exists within one
hundred eighty (180) days of the action or omission on which such determination
is based.  For purposes of this Agreement, “Cause” for termination
shall be deemed to exist in the event of:

      


      i.           the
conviction of Executive of, or the entry of a plea of guilty or nolo contendere
by Executive to, a felony (exclusive of any felony relating to negligent
operation of a motor vehicle), or


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      ii.           a
breach of Executive’s duty of loyalty which is materially detrimental to
Company, or a failure or refusal to perform Executive’s duties or adhere to
Company rules consistent with the terms of this Agreement, or Company’s
reasonable and customary guidelines of employment or reasonable and customary
corporate governance guidelines or policies, including, without limitation,
Company’s Business Code of Conduct and Ethics, or to follow the lawful
directives of Company (provided such directives are consistent with the terms of
this Agreement) that continues for a period of thirty (30) days after Company
provides written notice to Executive of such breach and a reasonable opportunity
to cure such breach.

      


      e.           For Good
Reason.  Executive may terminate his employment immediately, at
his election, for Good Reason, upon written notice to Company.  For
purposes of this Agreement, “Good Reason” shall mean any of the following
actions or omissions, provided Executive notifies Company of his determination
that Good Reason exists within one hundred eighty (180) days of the action or
omission on which such determination is based:

      


      i.           an
involuntary reduction in Executive’s then-current Base Salary,

      


      ii.           a
material reduction or loss of employee benefits, in the aggregate, both in terms
of the amount of the benefit and the level of Executive’s participation therein,
enjoyed by Executive under the employee benefit and welfare plans of
Company,

      


      iii.           the
principal place of business at which Executive may perform his duties is changed
to a location more than fifty (50) miles from Sidney, Nebraska, or

      


      iv.           a
breach by Company of any provision of this Agreement that continues for a period
of thirty (30) days after Executive provides written notice to Company of such
breach and a reasonable opportunity to cure such breach.

      


      Upon any
notice of termination of this Agreement pursuant to Section 10.c above, Company
shall have the right, in its sole and absolute discretion, to immediately
relieve Executive of Executive duties hereunder, but to continue paying
Executive’s then-current Base Salary through the remainder of the notice
period.  If Executive is not relieved of Executive’s regular duties
during this notice period, Executive hereby acknowledges and agrees that
Executive shall continue to perform Executive’s duties hereunder in a
professional and ethical manner.

      


      11.           Payments
Upon Termination.

      


      a.           Base Salary and
Benefits.  Upon termination
of this Agreement, Company shall pay to Executive his then-current Base Salary,
Consulting Fees, unreimbursed business expenses, and other items earned by and
owed to Executive calculated through and including the Effective Date of
Termination.  Executive’s benefits shall be determined in accordance
with Company’s benefit plans or policies then in effect, provided that Company
shall continue to provide health insurance coverage to Executive as provided in
Section 7 of this Agreement unless this Agreement is terminated by the Company
for Cause.  Executive shall receive no further compensation or
benefits of any kind, except as expressly provided for herein.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      b.           Severance
Benefits.  In the event
this Agreement is terminated before the Natural Termination Date by Company
without Cause pursuant to Section 10.c above, or by Executive for Good Reason
pursuant to Section 10.e above, or due to the death or disability of Executive
pursuant to Section 10.b above, and subject to Executive’s execution of a
separation agreement and full general release of claims against Company in a
form to be determined by Company:

      


      i.           Severance.  Company
shall pay Executive severance compensation equal to the amount of Base Salary
and Consulting Fees Executive would have been entitled to through the Natural
Termination Date of this Agreement (the “Severance Compensation”). The Severance
Compensation, less applicable withholdings, shall be paid in equal monthly
installments, with the first monthly installment due on Company’s first regular
payday following the effective date of the general release discussed
above.  Notwithstanding the foregoing, to the extent Executive is
determined to be a “specified employee” within the meaning of U.S. Internal
Revenue Code § 409A, all payments under this Section shall be delayed for six
(6) months following the Effective Date of Termination.  All payments
that accumulate during this six-month period shall be paid in a lump sum on the
date that is six (6) months and one (1) day following the Effective Date of
Termination.

      


      ii.           Equity
Vesting.  Any unvested stock options, restricted stock units or
other equity interests of Company awarded to Executive, including those pursuant
to Executive’s participation in the 2004 Stock Plan, shall fully vest on the
effective date of the general release discussed above (or on the date of
Executive’s death or disability if applicable) and Executive shall have twelve
(12) months from such date to exercise Executive’s vested equity
interests.

      


      iii.           Beneficiaries.  In
the event of Executive’s death, Company shall pay or deliver any amounts or
property due hereunder to such beneficiary or beneficiaries as Executive may
have designated in writing and delivered to Company prior to his
death.  In the absence of any effective beneficiary designation, such
amounts or property shall be paid or delivered to Executive’s spouse if she is
then living, otherwise in equal shares to Executive’s then living
children.

      


      12.           Termination
of Authority.  Immediately upon the Effective Date of
Termination of Executive’s employment with Company for any reason,
notwithstanding anything else appearing in this Agreement or otherwise to the
contrary, Executive will cease performing duties for Company, other than those
post-employment obligations Executive is bound by.  Executive shall be
without any authority to bind Company or any of its subsidiaries or
affiliates.  Upon termination of employment, Executive shall be deemed
to have resigned all offices and director positions with Company and its
subsidiaries and affiliates.  On request of the Board, Executive shall
complete such documents as may be required to effect Executive’s
resignations.

      


      13.           Change in
Control and Indemnification.  The parties
acknowledge that they remain bound by the provisions set forth in that certain
Management Change of Control Severance Agreement between Executive and Company,
dated June 18, 2004 (“Change of Control Agreement”) and that certain
Indemnification Agreement between Executive and Company, dated June 18,
2004.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      14.           Confidential
and Proprietary Information.  Executive
acknowledges that as an employee, officer and director of Company, Executive is
and will continue to be subject to policies and agreements intended for the
protection of Company’s confidential and proprietary information, trade secrets,
and goodwill, including, but not limited to, that certain Proprietary Matters
Agreement between Executive and Company, dated May 29, 2008 and any amendment
and restatement of that agreement.  As such, Employee expressly
acknowledges that the obligations under such policies and agreements are not
superseded herein and shall be used together with this Agreement to protect
Company’s interest in its confidential and proprietary information, trade
secrets, and goodwill to the fullest extent allowed by law.  In
addition, Executive agrees that Company is engaged in a highly competitive
business.  Executive also acknowledges and agrees that Executive’s
services to Company have been of a special and unique nature and value to
Company, and that due to the nature of Executive’s position Executive has
obtained in-depth knowledge of Company’s business practices and strategies,
customer information and other information considered confidential and
proprietary to Company.  Therefore, Company and Executive agree, as
follows:

      


      a.           Non-Competition.  For
eighteen (18) months following the Effective Date of Termination for any
reason, Executive
shall not, without the express written approval of the Board, directly or
indirectly, on Executive’s own behalf or on behalf of others, compete with
Company, or work for or become associated with any of Company’s competitors as
an employee, independent contractor, officer, director, investor or in any other
capacity.  For purposes of this Agreement, Company’s competitors shall
include, without limitation, Bass Pro Shops, Gander Mountain, Sportsman’s
Warehouse, The Sportsman’s Guide, Orvis, Dick’s Sporting Goods, Sports
Authority, Big 5 Sporting Goods, Scheels, L.L. Bean, Lands’ End, REI or any
other multi-state and/or multi-channel retailer engaged in the sale of products
and/or services associated with hunting, fishing, camping and/or casual outdoor
apparel and footwear.  Occasional speaking engagements, service as a
guide or escort for outdoor excursions or publication of articles or videos, or
provision of services to a small, stand alone sporting goods store shall not
constitute competition for the purposes of this
subparagraph.  Executive agrees that the covenant contained in this
provision is reasonable in scope, necessary to protect Company’s legitimate
business interests and does not constitute a restraint of trade with respect to
Executive’s ability to obtain other employment or to provide services to third
parties. Executive expressly acknowledges and agrees that Company competes
heavily throughout North America, and as such, Company has legitimate and
significant interests in protecting its business from unfair competition
throughout the United States and Canada.

      


      b.           Confidentiality.  Executive
shall not, without the express written consent of the Board, disclose Company’s
Confidential Information to any third party or entity, or use Company’s
Confidential Information for any other purpose than providing services to
Company.  For purposes of this Agreement Company’s “Confidential
Information” shall mean any information not generally known by third parties,
including Company’s competitors or the general public, whether or not expressly
identified as confidential, including, without limitation, information about
Company’s software, software source codes, trade secrets, marketing information,
business plans, mergers and acquisitions, sales information, training materials,
data processing, internet or intranet services, strategic plans, compensation,
and finances, as well as information about Company’s customers and potential
customers, including their identities and their business needs and
practices.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      c.           Enforcement.  Because
Executive’s services are unique and Executive has knowledge of and access to
Company’s Confidential Information, Executive acknowledges and agrees that
Company would be irreparably damaged in the event of Executive’s non-performance
or breach of this Section, and that money damages would be inadequate for any
such non-performance or breach.  Therefore, Company or its successors
and assigns shall be entitled, in addition to any other rights and remedies
existing in their favor, to an injunction or injunctions to prevent any
non-performance or breach of any such provisions.

      


      15.           Assignment.  This
Agreement and the rights, interests and obligations of Company hereunder shall
be assignable to and shall inure to the benefit of any parent, subsidiary or
affiliate of Company, or any other person, corporation, partnership or entity
that succeeds to all or substantially all of the business or assets of
Company.  This Agreement is not assignable by Executive.

      


      16.           Jurisdiction
and Venue.  This Agreement
shall be governed by, construed, and enforced in accordance with the laws of the
State of Nebraska.  Each party agrees that any action by either party
to enforce the terms of this Agreement may be brought by the other party in an
appropriate state or federal court in Nebraska and waives all objections based
upon lack of jurisdiction or improper or inconvenient venue of any such
court.

      


      17.           Cooperation
in Future Matters.  Executive hereby agrees that for a period
of eighteen (18) months following his termination of employment, he shall
cooperate with Company’s reasonable requests relating to matters that pertain to
Executive’s employment by Company, including, without limitation, providing
information or limited consultation as to such matters, participating in legal
proceedings, investigations or audits on behalf of Company, or otherwise making
himself reasonably available to Company for other related purposes. Any such
cooperation shall be performed at scheduled times taking into consideration
Executive’s other commitments, and Executive shall be compensated at a rate of
$250.00 per hour, plus expenses, or at a per diem rate to be agreed upon by the
parties, to the extent such cooperation is required on more than an occasional
and limited basis.  Executive shall not be required to perform such
cooperation to the extent it conflicts with any requirements of exclusivity of
services for another employer or otherwise, nor in any manner that in the good
faith belief of Executive would conflict with his rights under or ability to
enforce this Agreement.  Notwithstanding anything herein to the
contrary, no cooperation shall be required from Executive after his termination
during any period of time in which Executive is in a dispute with Company
concerning any compensation or arrangement or other benefit provided for
herein.

      


      18.           General.

      


      a.           Notices.  All
notices and other communications hereunder shall be in writing or by written
telecommunication, and shall be deemed to have been duly given if delivered
personally or if sent by overnight courier or by certified mail, return receipt
requested, postage prepaid or sent by written telecommunication or telecopy, to
the relevant address set forth below, or to such other address as the recipient
of such notice or communication shall have specified in writing to the other
party hereto, in accordance with this Section 14.a.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                If
      to Company, to:

              	
                Cabela’s
      Incorporated

              


      

      
        	
                 
      

              	
                ATTN:  Legal
      Department

              


      

      
        	
                 
      

              	
                One
      Cabela Drive

              


      

      
        	
                 
      

              	
                Sidney,
      Nebraska 69160

              


      

      
        	
                 
      

              	
                (308)
      254-8060 (facsimile)

              


      

      


      If to
Executive, at his last place of business and residence shown on the records of
Company.

      


      Any such
notice shall be effective (i) if delivered personally, when received, (ii) if
sent by overnight courier, when receipted for, (iii) if mailed, five (5) days
after being mailed, and (iv) on confirmed receipt if sent by written
telecommunication or telecopy, provided a copy of such communication is sent by
regular mail, as described above.

      


      b.           Reformation and
Severability.  Executive and Company intend and agree that if a
court of competent jurisdiction determines that the scope of any provision of
this Agreement is too broad to be enforced as written, the court should reform
such provision(s) to such narrower scope as it determines to be
enforceable.  Executive and Company further agree that if any
provision of this Agreement is determined to be unenforceable for any reason,
and such provision cannot be reformed by the court as anticipated above, such
provision shall be deemed separate and severable and the unenforceability of any
such provision shall not invalidate or render unenforceable any of the remaining
provisions hereof.

      


      c.           Waivers.  No
delay or omission by either party hereto in exercising any right, power or
privilege hereunder shall impair such right, power or privileges, nor shall any
single or partial exercise of any such right, power or privilege preclude any
further exercise thereof or the exercise of any other right, power or
privilege.

      


      d.           Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and same
instrument.

      


      e.           Entire
Agreement.  This Agreement, including the initial paragraph,
the recitals to this Agreement, and the exhibit to this Agreement, each of which
are incorporated herein and made part of this Agreement by this reference,
contains the entire understanding of the parties, supersedes all prior
agreements and understandings, whether written or oral, relating to the subject
matter hereof and may not be amended except by a written instrument hereafter
signed by Executive and a duly authorized representative of the Company (other
than Executive).

      


      f.           Survival.  The
provisions of Sections 11 through 18 shall survive the termination of this
Agreement.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto
have caused this Agreement to be duly executed as of the date first above
written.

      


      
        
          	
                  CABELA’S
      INCORPORATED,

                  a
      Delaware corporation

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/
      James W. Cabela

                	 
      	
                  /s/
      Dennis Highby

                
	 
      	
                  James
      W. Cabela, Vice Chairman

                	 
      	
                  Dennis
      Highby

                


        

      

      



      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      EXHIBIT
A

      TO

      EXECUTIVE
EMPLOYMENT AGREEMENT

      


      


      1.      Outstanding
Non-Qualified Stock Options

      


      
        
          	
                  Grant
      Date

                	
                  Grant
      Price

                	
                  Granted

                	
                  Vested

                	
                  Expiration
      Date

                
	
                  5/1/2004

                	
                  $20.00

                	
                  238,550

                   

                	
                  238,550

                	
                  5/1/2014

                
	
                  4/14/2005

                   

                	
                  $20.00

                	
                  40,000

                	
                  40,000

                	
                  4/14/2015

                
	
                  5/9/2006

                	
                  $19.35

                   

                	
                  40,000

                	
                  16,000

                	
                  5/9/2016

                
	
                  5/15/2007

                   

                	
                  $22.37

                	
                  100,000

                	
                  33,334

                	
                  5/15/2015

                
	
                  5/22/2008

                   

                	
                  $15.25

                	
                  100,000

                	
                  0

                	
                  5/22/2016

                
	
                  3/2/2009

                	
                  $8.01

                	
                  60,000

                	
                  0

                	
                  3/2/2017

                


        

      

      


      


      2.           Outstanding
Restricted Stock Units

      


      
        
          	
                  Grant
      Date

                	
                  Granted

                	
                  Vested

                	
                  Vesting
      Schedule

                
	
                  3/2/2009

                	
                  60,000

                	
                  0

                	
                  1/3
      on each of 

                  1st,
      2nd
      and 3rd
      

                  Anniversary
      of 

                  Grant
      Date

                


        

      

      


       
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8-K