exhibit101.htm


    
      

    


    Exhibit
10.1

    


    EXECUTIVE
EMPLOYMENT AGREEMENT

    


    This
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 13th day
of March, 2009 (the “Effective Date”) by and between Cabela’s Incorporated, a
Delaware Corporation (“Company”), and Thomas L. Millner
(“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 experienced in, and knowledgeable concerning, the Business;
and

    


    WHEREAS,
Company desires to employ Executive in the capacities and 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.  Company hereby
hires Executive as its President and Chief Executive Officer (“CEO”), effective
as of the Commencement Date specified in Section 9 below.  Executive’s principal
employment duties and responsibilities shall be those duties typically and
historically performed by the President and CEO and as designated from time to
time by Company’s Board of Directors (“Board”).  Executive shall be a
director of Company and shall report directly to the Board.  At the
request of the Board, Executive further agrees to serve without additional
compensation as an officer, director or both of any subsidiary or affiliate of
Company.  Executive shall discharge his duties as an executive and
director, and his duties as a member of any committee of the Board, in good
faith, with the care an ordinarily prudent person in a like position would
exercise under similar circumstances, and in a manner he reasonably believes to
be in the best interests of Company.  Company and Executive shall
enter into an Indemnification Agreement contemporaneous with this
Agreement.

    


    2.           Full-Time
Efforts.  Except for
illnesses and leave periods, Executive shall devote his full business 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; and (iii) may hold directorships in other
companies consistent with Company’s Corporate Governance
Guidelines.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Salary.  Company shall pay
Executive an annual base salary of Eight Hundred Thousand and no/100 Dollars
($800,000.00), unless and until adjusted as set forth below (the “Base
Salary”).  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 (but not decrease) 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.  Executive’s Base Salary shall be paid, less applicable
withholdings, in accordance with Company’s regular payroll practices and
policies.

    


    4.           Incentive
Compensation.  Executive shall
be eligible to receive an annual performance bonus, less applicable
withholdings.  The structure and terms of Company’s bonus policies
remain subject to review and revision as determined reasonable or necessary by
the Compensation Committee from time to time.   For calendar year
2009, Executive’s target performance bonus will be 100% of Executive’s Base
Salary, with a maximum performance bonus award allowed of 160% of Executive’s
Base Salary.  Executive’s performance targets will be communicated to
Executive within seven (7) days of the Commencement Date, as defined in Section
9 below.  For calendar year 2009, Executive’s performance bonus shall
be pro-rated for the period from March 31, 2009 through December 31, 2009. If
applicable, Executive’s performance targets and bonus levels for subsequent
years shall be reviewed annually and communicated to Executive by the
Compensation Committee within Ninety (90) days of the beginning of each calendar
year. Executive’s performance bonus, if any, shall be paid, less applicable
withholdings, in accordance with Company’s regular payroll practices and
policies, but no later than March 15 of the year immediately following the year
in which the performance bonus was earned. Notwithstanding the above,
performance bonuses, if any, will be paid to Executive only if Executive is
actively employed at the time any such bonuses are actually paid.

    


    5.           Equity
Awards.


    


    a.           Participation in Company
Equity Plans.  In addition to the compensation in Sections 3
and 4 above, Executive shall be entitled to participate in equity award programs
on a basis consistent with that of other senior level executives of Company, as
determined by the Compensation Committee in its sole
discretion.  Equity awards shall be determined annually by the by the
Compensation Committee in its sole discretion.

    


    b.           Inducement RSU
Award.  On the Effective Date, as consideration for Executive’s
execution of and compliance with this Agreement and the related policies and
agreements referred to herein, Executive shall be awarded 92,166 Inducement
Restricted Stock Units (“Inducement RSUs”).  The Inducement RSUs shall
vest in three equal annual installments on the first, second and third
anniversary of the Effective Date, subject to Executive’s continued employment
with the Company through each such vesting date (except as otherwise provided in
Section 10.b.ii below).  The Inducement RSUs will be subject to the
terms and conditions of a Restricted Stock Unit Agreement and Proprietary
Matters Agreement in the forms provided by Company, which Executive is required
to sign, and, although not granted under the Cabela’s Incorporated 2004 Stock
Plan (as amended and restated from time to time) (the “2004 Stock Plan”),
subject to the terms and conditions of the 2004 Stock Plan as if the Inducement
RSUs were granted pursuant to the 2004 Stock Plan.

    



    
      
         


      

      
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    c.           Annual
Award.   On the Effective Date, as consideration for
Executive’s execution of and compliance with this Agreement and the related
policies and agreements referred to herein, Executive shall be awarded, in
addition to the Inducement RSUs, an initial annual award consisting of 46,083
Initial Annual Restricted Stock Units (“Initial Annual RSUs”) and 111,720
Initial Annual Non-Qualified Stock Options (“Initial Annual
NQOs”).  The Initial Annual RSUs shall vest in three equal annual
installments on the first, second and third anniversary of the Effective Date,
subject to Executive’s continued employment with the Company through each such
vesting date.  The Initial Annual NQOs shall vest in three equal
annual installments on the first, second and third anniversary of the Effective
Date, subject to Executive’s continued employment with the Company through each
such vesting date (except as provided in Section 10.b.ii), and expire on the
eighth anniversary of the Effective Date.  The Initial Annual RSUs and
Initial Annual NQOs will be subject to the terms and conditions of a Restricted
Stock Unit Agreement and a Stock Option Agreement, respectively, and Proprietary
Matters Agreement in the forms provided by Company, which Executive is required
to sign, and, although not granted under the 2004 Stock Plan, subject to the
terms and conditions of the 2004 Stock Plan as if the Annual RSUs and Annual
NQOs were granted pursuant to the 2004 Stock Plan.

    


    d.           NYSE Inducement Award
Exception.  The Inducement RSUs, Initial Annual RSUs and
Initial Annual NQOs are being granted to Executive as a material inducement to
his accepting employment with the Company and shall be granted pursuant to the
employment inducement award exception provided by Section 303A.08 of the New
York Stock Exchange Listed Company Manual.

    


    6.           Moving
Expenses.  Subject to the
terms of Company’s Employee Relocation Policy, including the Relocation Payback
Agreement, Company shall reimburse Executive for up to One Hundred Thousand and
No/100 Dollars ($100,000.00) for reasonable moving expenses incurred to relocate
to Sidney, Nebraska using NEI Global.  Executive shall also be
reimbursed for the costs of up to six (6) months of temporary
housing.  Executive shall have up to twelve (12) months from the
Commencement Date, as defined in Section 9 below, to utilize Company’s
relocation services hereunder.  During this same twelve (12) month
period, and subject to the terms of Company’s Executive Travel and Expense
Policy, Executive shall be reimbursed up to Twenty-Five Thousand and No/100
Dollars ($25,000.00) for personal travel expenses for Executive and his spouse
for travel between High Point, North Carolina, and Sidney,
Nebraska.  Executive shall also be reimbursed up to Fifteen Thousand
and no/100 Dollars ($15,000.00) for legal expenses incurred by Executive, which
are directly related to Executive’s transition of employment to
Company.  The parties agree that all travel and legal expenses
reimbursed hereunder shall also be subject to reimbursement on the same terms
and pursuant to the same schedule as provided in the Relocation Payback
Agreement. To the extent any expenses reimbursed under this Section 6 are
imputed as income to Executive, Company will pay to Executive such additional
amount as necessary to ensure such expense reimbursements  have no
federal, state or local tax effect on Executive.

    


    7.           Employee
Benefits.  During
Executive’s employment with Company, Executive shall 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 executive employees 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 then-current positions and
duties with Company.  Pursuant to the terms of Company’s Vacations
Policy, Executive shall be advanced twenty (20) business days of vacation leave
on the Commencement Date, as defined below, which shall be earned on a pro-rated
basis throughout Executive’s first employment year.


    
      
         


      

      
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    8.           Expenses.  During
Executive’s employment with Company, Executive shall 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 policies
concerning reimbursable expenses as in effect from time to time, including,
without limitation, Company’s Executive Travel and Expense Policy, and on a
basis no less favorable than that applicable to any other similarly situated
executive employees of Company.

    


    9.           Term and
Termination. This
Agreement shall commence on April 6, 2009 (the “Commencement Date”) and shall
continue until automatically terminated upon the first to occur of the following
(“Effective Date of Termination”):

    


    a.           Natural Termination
Date.  The third (3rd) anniversary of the Commencement Date of
this Agreement (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 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 9.d, Executive may be terminated for
Cause.  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, or a misdemeanor involving moral turpitude or fraud;
or

    


    ii.           a
material breach of Executive’s duty of loyalty, Executive’s material breach of
the terms of this Agreement, or Executive’s material failure or refusal to
substantially perform his duties or adhere to Company’s Business Code of Conduct
and Ethics, or to follow the lawful directives of Board (provided such
directives are consistent with the terms of this Agreement);

     

    provided
that, no termination for Cause may be effected unless Board shall have provided
Executive with written notice of its intent to terminate his employment for
Cause, describing the basis therefore in reasonable detail, and an opportunity
to address such claimed basis for Cause at a meeting of the Board, and a
majority of the Board thereafter concludes to terminate Executive’s employment
for Cause on the basis of the allegations contained in such written
notice.

    


    e.           For Good
Reason.  Executive may terminate this Agreement for Good
Reason, at his election, upon written notice to Company of his termination for
Good Reason.  Good Reason shall mean a material 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.

    



    
      
         


      

      
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    Upon any
notice of termination of this Agreement pursuant to Section 9.c or notice of
Board’s intent to terminate under Section 9.d 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 and in
compliance with the terms herein.

    


    10.           Payments
Upon Termination of Employment.

    


    a.           Base Salary and
Benefits.  Upon termination of employment, Company shall pay to
Executive his then-current Base Salary, unreimbursed business expenses, and
other items earned by and owed to Executive, calculated through and including
the Effective Date of Termination.  In the event that Executive’s
employment terminates pursuant to Section 9.b above, he shall also be paid an
amount equal to the product of (i) his target annual bonus for the year in which
such termination occurs and (ii) a fraction, the numerator of which is the
number of days during such year up to and including the date of termination and
the denominator of which is 365 (the “Pro-Ration Fraction”).  Any
target bonus due under this Section 10.a shall be calculated and paid by March
15 of the year following termination in accordance with Company’s regular
payroll practices and policies.  Executive’s benefits shall be
determined in accordance with Company’s benefit plans or policies then in
effect.

    


    b.           Severance
Benefits.  In the event Executive’s employment is terminated
before the Natural Termination Date by Company without Cause pursuant to Section
9.c above or by Executive for Good Reason pursuant to Section 9.e above, and
subject to Executive’s execution of a separation agreement and full general
release of claims against Company in substantially the same form as attached
hereto as Exhibit A within 45 days of the date of Executive’s
termination:

    


    i.           Severance.  Company
shall pay Executive severance compensation equal to the lesser of two (2) year’s
Base Salary or the amount of Base Salary Executive would have been entitled to
through the Natural Termination Date of this Agreement (the “Severance
Compensation”); provided, however, the Severance Compensation shall not be less
than one (1) year of Base Salary. The Severance Compensation, less applicable
withholdings, shall be paid in equal monthly installments throughout the
applicable term (i.e., the lesser of 2 years or the remainder of the natural
term of the agreement, but not less than 1 year), with the first monthly
installment due on Company’s first regular payday following the effective date
of the general release discussed above.

    


    ii.           Equity
Vesting.  Any unvested stock options, restricted stock units or
other equity interests of Company awarded to Executive, either as an inducement
award under Section 5.b or 5.c or pursuant to Executive’s participation in the
2004 Stock Plan, shall fully vest on the effective date of the general release
discussed above and Executive shall have twelve (12) months from such date to
exercise Executive’s vested equity interests.


    
      
         


      

      
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    iii.           Pro-Rated Bonus. Executive
shall be paid, at the same time as annual bonuses are payable to other senior
executives of the Company (but in no event later than March 15 of the calendar
year following the calendar year in which Executive’s employment terminated), an
amount equal to the product of (i) the annual bonus that would have been payable
to him (based on actual achievement of any applicable business performance
objectives, but without adjustment for any individual performance) had he
continued to be employed through the date of payment times (ii) the Pro-Ration
Fraction.

    


    11.           Termination
of Authority.  Executive acknowledges and agrees that,
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.  Executive shall be without any authority to bind Company
or any of its subsidiaries or affiliates.  Executive further
acknowledges and agrees that, upon termination of employment, he shall
immediately resign, and shall be deemed to have immediately 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 formalize such resignations.

    


    12.           Confidential
and Proprietary Information.  Executive hereby
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.  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.  Company’s “Confidential
Information” shall mean, without limitation, 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,
intellectual property, 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.

    


    13.           Change in
Control Severance Agreement.  As a condition to
Executive’s employment, Executive shall be required to enter into a Management
Change of Control Severance Agreement with Company (“Change of Control
Agreement”).  The parties expressly agree that if Executive is
entitled to Severance Compensation under this Agreement and benefits under the
Change of Control Agreement, that such entitlement shall not be cumulative, and
Executive will be entitled to the benefits under either this Agreement or the
Change of Control Agreement, whichever is greater.

    


    14.           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.

    



    
      
         


      

      
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    15.           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.

    


    16.           Cooperation
in Future Matters.  Executive hereby agrees that for a period
of eighteen (18) months following his termination of employment, he shall
cooperate with the Company  with respect to any legal proceedings,
investigations or audits on behalf of Company pertaining to matters that were
under his direct supervision and control during Executive’s employment by
Company. Any such cooperation shall be performed at scheduled times taking into
consideration Executive’s other commitments, and Executive shall be compensated
at a reasonable rate per hour, plus expenses, to the extent such cooperation is
required on more than an occasional and limited basis.

    


    17.           Remedies.  Executive
acknowledges and agrees that the services he provides hereunder are unique and
special; and as such, Executive expressly acknowledges that any breach or
violation of any of Sections 11 or 12 of this Agreement will cause immediate and
irreparable injury to Company.  In the event of a breach or violation
of such provisions by Executive, Company, in addition to all other legal and
equitable remedies available to it, shall be entitled to injunctive relief to
enforce this Agreement.  For purposes of clarification, the terms in
Sections 11 and 12 of this Agreement are considered material.  In
addition to the above, the parties expressly agree that, in the event of a
breach or threatened or intended breach of Sections 11 or 12 of this Agreement
by Executive, Company’s payment obligations, if any, under Section 10 of this
Agreement shall immediately cease, without relieving Executive of his
obligations hereunder.

    


    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 18.a

    


    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 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.

    



    
      
         


      

      
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    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 and
the recitals 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 10 through 18 shall survive the termination of this
Agreement.

    


    [The
remainder of this page intentionally left blank; Signature page
follows.]


    
      
         


      

      
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    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/
      Charles Baldwin

                	 
      	
                  /s/
      Thomas L. Millner

                
	 
      	
                  Charles
      Baldwin, Vice President and

                  Chief
      Human Resources Officer

                	 
      	
                  Thomas
      L. Millner

                


        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit A

    


    SEPARATION
AGREEMENT AND GENERAL RELEASE

    


    This
Separation Agreement and General Release (the “Agreement”) is made and entered
into this _____ day of ____________________, _____, by and between Cabela’s
Incorporated (“Company”) and ________________________________________
(“Executive”).

    


    RECITALS

    


    WHEREAS,
Executive and Company are parties to that certain Executive Employment Agreement
dated ___________________ _____, _____ (“Employment Agreement”).

    


    WHEREAS,
Executive’s employment with Company has been terminated;

    


    WHEREAS,
pursuant to the Employment Agreement, Executive is eligible for certain
severance benefits, subject to the condition that he execute a separation
agreement and general release of Company; and

    


    WHEREAS,
the parties desire this Agreement to satisfy such condition.

    


    NOW
THEREFORE, in consideration of promises and covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:

    


    1.           Termination of
Employment.  Executive’s employment with Company terminated
effective ___________________ _____, _____ (the “Termination
Date”).  Executive hereby resigns all offices and directorships with
Company or any subsidiary or affiliate of Company.  Executive
acknowledges and agrees that he is without any authority to bind Company or any
of its subsidiaries or affiliates.

    


    2.           Final Compensation. Executive
shall receive Executive’s final paycheck, less applicable withholdings, on the
next regular payday following the Termination Date, in accordance with Company’s
regular payroll practices.

    


    3.           Benefits.  Executive’s
final paycheck will include all accrued, unused vacation time owed to Executive
as of the Termination Date.  Executive’s group medical insurance
terminates on __________, except Executive shall be eligible to continue
Company’s group medical insurance coverage to the extent provided by law,
commonly known as COBRA.  All other Executive benefits terminated on
the Termination Date, and Executive acknowledges that Executive is not entitled
to any additional amounts from Company for wages, bonuses, or benefits, of any
kind, except as expressly set forth in this Agreement.  Executive will
receive reimbursement for any preapproved business expenses properly submitted
in accordance with Company’s Executive Travel and Expense Policy.

    


    4.           401(k) Plan. Executive is a
participant in the Company’s 401(k) Plan (the “401(k) Plan”). Executive’s vested
balance in the 401(k) Plan will be held, paid or rolled over pursuant to the
401(k) Plan provisions.  Contributions to the Company’s 401(k) Plan
will not continue following the Termination Date.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           Severance.  In
consideration of Executive’s execution of this Agreement, Executive shall
receive the following:

    


    a.           Severance
Pay.  Executive shall receive severance pay totaling
$____________________ (the “Severance Payments”).  The Severance
Payments shall be paid, less applicable withholdings, in _____ equal monthly
installments, in accordance with Company’s regular payroll practices, with the
first monthly installment paid on Company’s next regular payday following the
Effective Date of this Agreement, as defined below.

    


    b.           Stock
Options.  Executive was a participant in Company’s 2004 Stock
Plan, as amended (the “Plan”), and Employee and Company are parties to Stock
Option Agreements executed ___________ and ____________.  As of the
date of this Agreement, Executive has _________ shares of common stock fully
vested under the Plan.  Additionally, Company hereby accelerates any
remaining unvested stock options, restricted stock units or other equity
interests of Company awarded to Executive, either as an inducement award under
Section 5.b or 5.c of the Employment Agreement or pursuant to Executive’s
participation in the Plan.  All such equity interests shall fully vest
on the Effective Date, as defined below, and Executive shall have twelve (12)
months from such date to exercise Executive’s vested equity
interests.

    


    c.           Pro-Rated Bonus. Executive
shall be paid, at the same time as annual bonuses are payable to other senior
executives of Company (but in no event later than March 15 of the calendar year
following the calendar year in which Executive’s employment terminated), an
amount equal to the product of (i) the annual target bonus that would have been
payable to Executive (based on actual achievement of any applicable business
performance objectives, but without adjustment for any individual performance)
had he continued to be employed through the date of payment and (ii) a fraction,
the numerator of which is the number of days during such year up to and
including the date of termination and the denominator of which is
365.

    


    6.           Release.  Executive
hereby releases and forever discharges Company, its subsidiaries and affiliates,
and their respective current and former shareholders, officers, directors,
members, Executives, attorneys, representatives and agents (collectively, the
“Released Parties), from any and all claims, damages (including attorney fees),
demands, actions or causes of action of any kind or nature, whether known or
unknown, whether under contract or tort, that Executive, Executive’s heirs,
executors, administrators, successors and assigns have, or may have, arising out
of Executive’s employment with Company and/or the termination of Executive’s
employment by Company, (collectively the “Claims”) including, but not limited
to, any Claims under any contract, agreement, plan, policy or program of
Company, and any Claims under any federal, state or local statutory or common
laws, including, but not limited to, the Age Discrimination in Employment Act,
Older Workers Benefit Protection Act, Title VII of the Civil Rights Act,
Americans with Disabilities Act, Fair Labor Standards Act, Family and Medical
Leave Act, Executive Retirement Income Security Act, the Nebraska Fair
Employment Practice Act, the Nebraska Age Discrimination in Employment Act, and
the Nebraska Wage Payment and Collection Act, all as amended.  Executive hereby
acknowledges and agrees that Executive
is knowingly and voluntarily releasing and waiving all Claims that
Executive has or may have against the Released Parties as described
above.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    7.           No
Admission.  Executive agrees that neither this Agreement nor
any obligations under this Agreement constitute an admission by Company of any
violation of any federal, state or local laws, rules or regulations or of any
liability under contract or tort theories.  Company specifically
disclaims any wrongdoing whatsoever against Executive by any of the Released
Parties.

    


    8.           Interest.  Executive
represents and warrants that Executive has the sole right and exclusive
authority to execute this Agreement, and that Executive has not sold, assigned,
transferred, conveyed, or otherwise previously disposed of any claim or demand
relating to any matter covered by this Agreement.  Executive
acknowledges that, as of the date of this Agreement, Executive has not initiated
any administrative or legal proceeding of any kind against any of the Released
Parties.

    


    9.           Confidential
Information.  Executive acknowledges that Executive’s
employment with Company necessarily involved access to and familiarity with
highly sensitive and proprietary information regarding the products, services,
intellectual property (including, but not limited to, patents, trademarks,
copyrights, mask works, trade secrets, business processes, software and the
source code thereof), customers, prospective customers, personnel, vendors,
suppliers, pricing and costing information, marketing strategies, business
plans, methods, financial information and other related information belonging to
Company, its subsidiaries or affiliates (collectively referred to herein as
“Confidential Information”).  Executive agrees that the Confidential
Information was entrusted to Executive solely for use in Executive’s capacity as
an employee, officer and director of Company.  Executive will forever
treat all matters relating to Company’s business and the business of Company’s
subsidiaries or affiliates as Confidential Information, and Executive agrees not
to use, give or divulge such Confidential Information to any third party for any
reason, unless required by law.  Executive further acknowledges and
agrees that he remains bound by the terms and conditions of the Proprietary
Matters Agreement entered into with Company, dated ____________ (the “PMA”), and
that he has read and understands the terms and conditions of the PMA, and that
such terms and conditions are reasonable.

    


    10.           Return of
Property.  Executive agrees that Executive has returned, or
will return within two business days of the date hereof, to Company all Company
property of every kind, including but not limited to, all books, keys, records,
computer passwords, lists and other written or printed materials, whether
furnished by Company or prepared by Executive.  Executive agrees that
Executive will neither make nor retain any copies of such materials after the
Termination Date.

    


    11.           Nondisparagement.  Executive
agrees not to make disparaging, critical or otherwise detrimental comments to
any person or entity concerning any of the Released Parties; the products,
services or programs provided or to be provided by any of the Released Parties;
the business affairs or the financial condition of any of the Released Parties;
or the circumstances surrounding Executive’s employment and/or separation of
employment from Company.  The previous sentence does not apply to
comments made during legal or administrative investigations or proceedings, or
otherwise as required by law.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    12.           Remedies.  Executive
expressly acknowledges that any breach or violation of any of the covenants or
agreements contained in this Agreement will cause immediate and irreparable
injury to Company.  In the event of a breach or threatened or intended
breach of this Agreement by Executive, Company, in addition to all other legal
and equitable remedies available to it, shall be entitled to withhold any
remaining Severance Payments and to injunctive relief to enforce this
Agreement.  In addition to the above, the parties expressly agree
that, in the event of a breach or threatened or intended breach of this
Agreement by Executive, Company’s payment obligations under this Agreement shall
immediately cease, without relieving Executive of his obligations
hereunder.

    


    13.           Review Period.  This
Agreement affects the legal rights of the parties.  Executive should
consult with an attorney prior to signing this Agreement.  Executive
shall be responsible for all legal fees incurred by him relating to this
Agreement.  Executive’s signature below acknowledges and confirms that
this Agreement is written in a manner that Executive understands, that Executive
has read and fully understands this Agreement, and that Executive has signed
this Agreement freely and voluntarily.  Executive acknowledges that
Executive has been given forty-five (45) days to consider signing this Agreement
(the “Review Period”).  Executive may sign this Agreement before the
expiration of the first twenty-one days of the Review Period only by also
signing and delivering to Company, along with this Agreement, the Waiver
attached hereto as Exhibit “A” and incorporated by this reference.

    


    
      14.           Right of
Revocation.  Executive acknowledges and understands that
Executive may revoke this Agreement for a period of up to seven (7) days after
Executive executes it (not counting the day it is signed).  To revoke
this Agreement, Executive must give written notice to Company stating that
Executive wishes to revoke this Agreement, by providing notice by hand-delivery,
mail or facsimile to:

      


      _____________________________________


      _____________________________________

      _____________________________________

      _____________________________________

      


      This
Agreement shall become effective and enforceable on the eighth day following
Executive's signing of this Agreement (the “Effective
Date”).



    15.           General.

    


    a.           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.

    


    b.           Assignability.  This
Agreement and the rights, interests and obligations of Company hereunder shall
be assignable to and shall inure to the benefit of any subsidiary or affiliate
of Company or to any 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.


    
      
         


      

      
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    c.           Entire
Agreement.  This Agreement, including the initial paragraph,
the recitals to this Agreement, and the Exhibits to this Agreement, each of
which is incorporated herein and made part of this Agreement by this reference,
constitutes the entire agreement and understanding of the parties relating to
all of the subject matter herein, and supersedes all prior agreements,
arrangements and understandings, written or oral between the parties concerning
such subject matter.  The previous sentence notwithstanding, Executive
acknowledges that as an Executive of Company, Executive was subject to other
policies and agreements intended for the protection of Company’s Confidential
Information, and as such, Executive expressly acknowledges that all such
policies and agreements, including without limitation, the PMA, are not
superseded herein and shall be used together with this Agreement to protect
Company’s interest in its Confidential Information to the fullest extent allowed
by law.  This Agreement shall inure to the benefit of and shall be
binding upon Executive and Executive’s heirs, executors, personal
representatives and legal representatives.  This Agreement may not be
modified or supplemented except by a written instrument signed by each of the
parties.

    


    d.           Survival. Section 15.c above
notwithstanding, and for purposes of clarification, the parties expressly agree
and acknowledge that promises and obligations contained in the Indemnification
Agreement between the parties, dated ___________, the PMA and Sections 11, 12
and 16 of the Employment Agreement, survive the termination of Executive’s
employment with Company for any reason.  Nothing in this Agreement or
otherwise shall be deemed to terminate or supersede such continuing obligations
and the parties agree and acknowledge that they intend to, and shall, remain
legally bound by such provisions.

    


    e.           Reformation &
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.

    


    f.           Confidentiality.  Executive
agrees that the terms of this Agreement are confidential and will not be
disclosed except where disclosure is required by law or where necessary in a
legal action brought to enforce the terms of this
Agreement.  Notwithstanding the foregoing, it is agreed that Executive
may disclose the terms and amounts of this Agreement to Executive’s attorney,
accountant and spouse.

    


    g.           Counterparts/Electronic
Transmission.  This Agreement may be executed in one or more
counterparts, any of which may be executed and transmitted by facsimile or other
electronic method, and each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    The
parties hereto have executed this Separation Agreement and General Release as of
the day and year first above written.

    


    
      
        	
                CABELA’S
      INCORPORATED

              	 
      	
                 

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                By

              	 
      	 
      	 
      
	 
      	 
      	 
      	[Executive]
	
                Its

              	 
      	 
      	 
      


      

    

    


    



    
      
         


      

      
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    EXHIBIT
“A”


    WAIVER

    


    I, the
undersigned, hereby knowingly and voluntarily waive my right to a full
twenty-one days to review and consider the Separation Agreement and General
Release (“Agreement”) set forth above.  I fully understand and agree
that by signing this WAIVER I surrender for all time whatever right(s) and/or
claim(s) I may have to challenge the Agreement set forth above because a full
twenty-one days did not expire before I signed said Agreement in exchange for
expediting implementation of the terms of the Agreement.  I have read,
fully understand and consent to the terms of this WAIVER and I sign it in the
absence of fraud, duress, undue influence or reliance upon any oral and/or
written representations not included in the terms of this WAIVER.

    


    
      
        
          	 
      	 
      	 
      	 
      
	
                  Dated:

                	 
      	 
      	 
      
	 
      	 
      	 
      	
                  [Executive]

                


        

      

    

     

    7

    
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8-K