exhibit102.htm


    
      
        

      


      Exhibit
10.2

      
        
          
            	
                    Name
      of Grantee:

                  	
                    Thomas
      L. Millner

                  
	 
      	 
      
	
                    Grant
      Date:

                  	
                    March
      13, 2009

                  
	 
      	 
      
	
                    Total
      Number of Restricted Stock Units:

                  	
                    138,249

                  
	 
      	 
      
	
                    Vesting
      Dates:

                  	
                    March
      13, 2010; March 13, 2011; March 13,
2012

                  


          

        

      

      


      RESTRICTED
STOCK UNIT AGREEMENT

      


      RESTRICTED
STOCK UNIT AGREEMENT (the “Agreement”), dated as of the Grant Date (as stated
above), 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 has authorized the grant to the Grantee
of Restricted Stock Units in accordance with the terms and conditions of this
Agreement;

      


      WHEREAS,
the shares underlying the grant of Restricted Stock Units 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 Restricted Stock Units granted by
this Agreement governed by and subject to the same terms and conditions as if
such Restricted Stock Units 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 Restricted Stock Units on the terms and conditions set
forth herein.

      


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

      


      1.           Grant of Restricted Stock
Units.  The
Company hereby evidences and confirms its grant to the Grantee, effective as of
the Grant Date, of the number of Restricted Stock Units specified above, subject
to the restrictions contained herein.  The Restricted Stock Units
shall vest and become payable in shares of Common Stock according to the vesting
requirements set forth in this Agreement and subject to earlier expiration or
termination as provided in this Agreement.  This Agreement is
subordinate to, and the terms and conditions of the Restricted Stock Units
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. Any
capitalized terms used herein without definition shall have the meanings set
forth in the Plan.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      2.           Vesting
Dates.  Subject to the provisions of the Plan and this
Agreement, and  unless vested or forfeited earlier as set forth in
this Agreement, the Restricted Stock Units awarded hereunder shall become vested
and settled as described in Section 3 below as of the Vesting Dates indicated
above (the “Vesting Dates”).  For clarity, one-third of the Restricted
Stock Units granted pursuant to this Agreement shall vest on each of the first,
second, and third anniversaries of the Grant Date and each such anniversary is a
Vesting Date.

      


      3.           Vesting of Restricted Stock
Units.    

      


      (a)           Settlement of Vested
Restricted Stock Units.    Subject to the
requirements set forth in this Agreement, as promptly and reasonably practicable
after a  Vesting Date, but no later than 60 days following such
Vesting Date, the Company shall transfer and deliver to the Grantee, in
book-position or certificate form, one share of Common Stock for each Restricted
Stock Unit becoming vested at such time; provided, however, the Company may
withhold shares of Common Stock otherwise transferable to the Grantee to the
extent necessary to satisfy withholding taxes in accordance with Section 7(e)
below.

      


      (b)            Termination of
Employment.    Notwithstanding anything contained in
this Agreement to the contrary, (i) if the Grantee separates from service due to
his death or Disability during the Restriction Period,  a pro rata
portion of the shares of Common Stock underlying the Restricted Stock Units then
held by Grantee shall vest as of the separation of service and no longer be
subject to the Restriction Period, based on the number of months the Grantee was
employed during the Restriction Period, and all Restricted Stock Units for which
the Restriction Period has not then lapsed shall be forfeited and canceled as of
the date of such separation of service, (ii)  if during the
Restriction Period the Grantee’s employment with the Company 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”) or by the
Company for Cause (as such term is defined in the Employment Agreement), any
Restricted Stock Units held by the Grantee which have not vested shall be
forfeited and canceled as of the date of such termination, and (iii) if during
the Restriction Period 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 Grantee’s Employment Agreement, all of the shares of Common Stock
underlying the Restricted Stock Units then held by Grantee shall vest as of the
date of such termination of employment and no longer be subject to the
Restriction Period. If Restricted Stock Units become vested pursuant to Section
3(b)(i) or (iii) above, then, as promptly and reasonably practicable after such
vesting, but no later than 60 days following such vesting, the Company shall
transfer and deliver to the Grantee or the Grantee’s estate or personal
representative, in book-position or certificate form, one share of Common Stock
for each Restricted Stock Unit becoming vested at such time.

      


      (c)           Proprietary Matters
Agreement.  The Grantee acknowledges that, as a condition to
granting the Restricted Stock Units, the Company has required the Grantee to
enter into a Proprietary Matters Agreement with the Company.

      



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      4.           Grantee's Representations,
Warranties and Covenants; Investment Intent.  The Grantee
represents and warrants that the Restricted Stock Units have been, and any
shares of Common Stock will be, acquired by the Grantee solely for the Grantee's
own account for investment and not with a view to or for sale in connection with
any distribution thereof. The Grantee further understands, acknowledges and
agrees that the Restricted Stock Units, and any shares of Common Stock, may not
be transferred, sold, pledged, hypothecated or otherwise disposed of except to
the extent expressly permitted hereby and at all times in compliance with the
U.S. Securities Act of 1933, as amended, and the rules and regulations of the
Securities Exchange Commission thereunder, and in compliance with applicable
state securities or "blue sky" laws.

      


      5.           Grantee's Rights with
Respect to Restricted Stock Units.    

      


      (a)           Restrictions on
Transferability.  Except as provided in the Plan, the
Restricted Stock Units granted hereby 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 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.

      


      (b)           Rights as
Stockholder.  Except as otherwise provided herein, the Grantee
shall have no rights as a stockholder with respect to the Restricted Stock Units
awarded hereunder prior to the date of issuance to the Grantee of such shares of
Common Stock in book position or certificate form.  Any securities
issued to or received by the Grantee with respect to Restricted Stock Units as a
result of a stock split, a dividend payable in capital stock or other
securities, a combination of shares or any other change or exchange of the
Restricted Stock Units for other securities, by reclassification,
reorganization, distribution, liquidation, merger, consolidation, or otherwise,
shall have the same status as the Restricted Stock Units and shall be held by
the Company if the Restricted Stock Units are being so held, unless otherwise
determined by the Committee.

      


      6.           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 Restricted
Stock Units granted pursuant to this Agreement shall be governed by the terms
and conditions of the Plan.

      


      7.           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 Restricted Stock Units shall be the authorized but
unissued Common Stock of the Company.

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (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:

      


      
        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.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      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.

      


      (f)           Tax
Withholding.    The Company may require the recipient
of the shares of Common Stock to remit to the Company an amount in cash
sufficient to satisfy the statutory minimum U.S. federal, state and local tax
withholding requirements as a condition to the issuance of such shares of Common
Stock. In the event any cash is paid to the Grantee or the Grantee's estate or
beneficiary pursuant to Section 6 hereof or Article 8 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  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 least number
of shares of Restricted Stock Units 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 tax obligation with respect to the issuance of or lapse
of restrictions on the shares of Common Stock.

      


      (g)           Section
409A.   It is the intention of the Company that the
Restricted Stock Units shall either (a) not constitute “nonqualified
deferred compensation” as defined under Section 409A of the Code or
(b) comply in all respects with the requirements of Section 409A of
the Code and the regulations promulgated thereunder, such that no delivery of
Shares pursuant to this Agreement will result in the imposition of taxation or
penalties as a consequence of the application of Section 409A of the Code.
Shares in respect of any Restricted Stock Units that (i) constitute
“nonqualified deferred compensation” as defined under Section 409A of the
Code and (ii) vest as a consequence of the Grantee’s termination of
employment shall not be delivered until the date that the Grantee incurs a
“separation from service” within the meaning of Section 409A of the Code
(or, if the Grantee is a “specified employee” within the meaning of
Section 409A of the Code and the regulations promulgated thereunder, the
date that is six months following the date of such “separation from service”).
If the Company determines after the Grant Date that an amendment to this
Agreement is necessary to ensure the foregoing, it may, notwithstanding
Section 6(c), make such an amendment, effective as of the Grant Date or any
later date, without the consent of the Grantee. Notwithstanding any provision of
this Agreement or the Plan, in the event that any taxes or penalties are imposed
on the Grantee by reason of Section 409A of the Code, the Grantee
acknowledges and agrees that such taxes or penalties shall be the exclusive
obligation of the Grantee, and the Company shall have no liability
therefor.

      


      (h)           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.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (i)           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.

      


      (j)           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 Restricted Stock Units
and the shares of Common Stock via Company web site or other electronic
delivery.

      


      (k)           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.

      


      (l)           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.

      


      (m)           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.

      


      (n)           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.

      


      (o)           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.

      


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


      
        
           


        

        
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      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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