exhibit103.htm


    
      
        

      


      Exhibit
10.3

      


      
        
          
            	
                    Name
      of Grantee:

                  	
                    Thomas L. Millner

                  	 
      
	 
      	 
      	 
      
	
                    Number
      of Shares:

                  	
                    Incentive

                  	
                    N/A

                  	 
      	
                    Nonqualified

                  	
                    111,720

                  
	 
      	 
      	 
      	 
      	 
      	 
      
	
                    Exercise
      Price:

                  	
                    $8.68

                  	
                    per
      share

                  	 
      	 
      	 
      


          

        

      

      
 

      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 employee of the Company or one of its Subsidiaries (the
"Grantee").

      


      W I T N E
S S E T H :

      


      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");

      


      WHEREAS,
the Compensation Committee of the Board (the "Committee") has authorized the
grant to the Grantee of non-qualified stock options to purchase the Number of
Shares described above of Common Stock (each, a "Share" and, collectively, the
"Shares") at the Exercise Price described above per Share;

      


      WHEREAS,
the shares underlying the grant of non-qualified stock options are not from the
Plan, but rather are shares of authorized but unissued Common Stock of the
Company;

      


      WHEREAS,
the Grantee and the Company desire to have the non-qualified stock options
granted by this Agreement governed by and subject to the same terms and
conditions as if such non-qualified stock options were granted pursuant to the
Plan; 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.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      b.           "Covered
Options" shall have the meaning set forth in Section 4(b) hereof.

      


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

      


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

      


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

      


      f.           "Grant
Date" shall mean March 13, 2009.

      


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

      


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

      


      i.           "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.

      


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

      


      k.           "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 the Number of Shares described
above.  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 set forth above.

      


      3.           Exercisability.

      


      a.           Options.  Except
as otherwise provided in Section 7(a) of this Agreement and subject to the
continuous employment of the Grantee with the Company or one or more of the
Subsidiaries until the applicable vesting date, the Options shall become vested
and be exercisable as follows: at the rate of one-third of the Options on each
of the first, second and third anniversaries of the Grant Date, with the result
that 100% of the Options shall become vested and be exercisable on March 13,
2012.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      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.

      


      c.           Proprietary Matters
Agreement.  The Grantee acknowledges that, as a condition to
granting the Options covered hereby, the Company has required the Grantee to
enter into a Proprietary Matters Agreement with the Company.

      


      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.

      


      i.           Except
as provided in this Section 4 and Section 7, if the Grantee's employment with
the Company or any Subsidiary is voluntarily  terminated by the
Grantee other than for Good Reason as provided in Grantee’s Employment Agreement
dated March 13, 2009, (the “Employment Agreement”) prior to the Normal
Expiration Date, any Options held by the Grantee that have not become vested on
or before the effective date of such termination of employment shall terminate
and be canceled immediately upon such termination of employment and the Covered
Options (as defined below) shall remain exercisable solely until the first to
occur of (A) the 90th day following the date of such termination or (B) the
Normal Expiration Date, and shall automatically terminate and be canceled upon
the expiration of such period.  For purposes of this Agreement, all
Options held by the Grantee on the effective date of such termination of
employment that shall have become vested on or before such effective date shall
be referred to as the "Covered Options".

      


      ii.           Notwithstanding
anything to the contrary contained herein, but subject to the provisions of
Section 7, following a termination of Grantee's employment by reason of such
Grantee's death or Disability, all of the Grantee's Options (whether or not then
vested or exercisable) shall become immediately exercisable in full and shall
remain exercisable solely until the first to occur of (A) the twelve-month
anniversary of the date of such termination of employment or (B) the Normal
Expiration Date, and shall automatically terminate and be canceled upon the
expiration of such period.

      


      iii.           Subject
to the provisions of Section 7, following a termination of Grantee's employment
by reason of the Grantee's Retirement, the Covered Options shall remain
exercisable solely until the first to occur of (A) the twelve-month anniversary
following the date of such Grantee's Retirement or (B) the Normal Expiration
Date, and shall automatically terminate and be canceled upon the expiration of
such period.

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      iv.           Subject
to the provisions of Section 7, if the Grantee’s employment is terminated by the
Company without Cause or by the Grantee for Good Reason, in either case, within
the meaning of the Employment Agreement, all of the Grantee’s Options (whether
or not then vested or exercisable) shall become immediately exercisable in full
and shall remain exercisable solely until the first to occur of (A) the
twelve-month anniversary of the date of such termination of employment or (B)
the Normal Expiration Date, and shall automatically terminate and be canceled
upon the expiration of such period.

      


      v.           Notwithstanding
anything else contained in this Agreement, if the Grantee's employment with the
Company or any Subsidiary is terminated for Cause (or if, following the date of
termination of the Grantee's employment for any reason, the Committee determines
that circumstances exist such that the Grantee's employment could have been
terminated for Cause), all Options (whether or not then vested or exercisable)
shall automatically terminate and be canceled immediately upon such
termination.

      


      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.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      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 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.           Adjustment Event/Change in
Control.  In the event of an Adjustment Event or a Change in
Control of the Company, the Grantee’s rights with respect to any Options granted
pursuant to this Agreement shall be governed by the terms and conditions of the
Plan.

      


      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.           Miscellaneous.

      


      a.           Incorporation of
Plan.  The Plan is incorporated by reference and made a part of
this Agreement, and this Agreement shall be subject to the terms of the Plan, as
the Plan may be amended from time to time.  This Agreement shall be
construed as though it were an award under the Plan except insofar as the source
of the shares underlying the Options shall be the authorized but unissued Common
Stock of the Company.

      


      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 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:


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      i.              if
to the Company, to:

       

      Cabela's
Incorporated

      One
Cabela Drive

      Sidney,
NE  69160

      Attention:  Legal
Department

      


      ii.           if
to the Grantee, to the Grantee at the address then appearing in the personnel
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.

      


      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.

      


      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.

      


      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 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.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      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.           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 the Company’s web site or other electronic
delivery.

      


      h.           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.

      


      i.           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.

      


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

      


      k.           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.

      


      l.           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.

      


      m.           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.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


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

      


      
        
          
            
              	
                      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

                    


            

          

        

      

       

       

      
 
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8-K