Exhibit 10.3 (Amended and Restated Management Change of Control Severance Agreement
      dated May 9, 2006)


    
      

    

    Exhibit
      10.3

    

      AMENDED
        AND RESTATED 

      MANAGEMENT
        CHANGE OF CONTROL SEVERANCE AGREEMENT

      


      This
        Amended and Restated Management Change of Control Severance Agreement (this
        "Agreement") is dated this 9th
        day of
        May, 2006 (the "Effective Date"), by and among Cabela's Incorporated, a Delaware
        corporation (the "Company"), and Joseph M. Friebe (the
        "Executive").

      


      W
        I T N E
        S S E T H :

      


      WHEREAS,
        the Executive is presently an officer of the Company and party to that certain
        Management Change of Control Severance Agreement with the Company dated June
        16,
        2004 (the “Original Agreement”);

      


      WHEREAS,
        effective June 1, 2006, the Executive will assume the additional position
        of
        Chief Executive Officer of the Company’s wholly-owned bank subsidiary, World’s
        Foremost Bank (“WFB”); 

      


      WHEREAS,
        the Company desires to ensure the Executive's continued active participation
        in
        the business of the Company and WFB;

      


      WHEREAS,
        in order to induce the Executive to remain in the employ of the Company and
        WFB
        and in consideration of the Executive's agreeing to remain in the employ
        of the
        Company and WFB, the parties desire to specify the severance benefits which
        shall be due the Executive in the event that his employment with the Company
        or
        WFB is terminated under specified circumstances; and 

      


      WHEREAS,
        the Company and the Executive intend for this Agreement to amend and restate
        the
        Original Agreement in its entirety. 

      


      NOW
        THEREFORE, in consideration of the mutual agreements contained in this
        Agreement, and upon the other terms and conditions provided in this Agreement,
        the parties to this Agreement agree as follows:

      


      1.     Definitions.
        The
        following words and terms shall have the meanings set forth below for the
        purposes of this Agreement:

      


      (a)     Annual
        Compensation.
        The
        Executive's "Annual Compensation" for purposes of this Agreement shall be
        deemed
        to mean the sum of (i) the base salary paid to the Executive by the Company
        or
        any subsidiary thereof during the calendar year in which the Date of Termination
        occurs (determined on an annualized basis) and (ii) the average of the incentive
        compensation award (i.e. including the portion paid to the Employee in cash
        and
        any portion deferred under the Company’s existing Deferred Compensation Plan or
        any future deferred compensation plan(s) adopted by the Company) granted
        to the
        Executive by the Company under the Cabela’s Incorporated Restated Bonus Plan (or
        any future cash bonus plan(s) adopted by the Company) in each of the two
        calendar years preceding the calendar year in which the Date of Termination
        occurs (determined on an annualized basis).

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b)     Board.
“Board”
        shall mean the Board of Directors of the Company.

      


      (c)     Cause.
        Termination of the Executive's employment for "Cause" shall mean termination
        because (i) the Executive is charged with a felony, (ii) in the reasonable
        determination of the Company, the Executive has committed an act of fraud,
        embezzlement or theft relating to the Company or WFB, (iii) in the reasonable
        determination of the Company, the Executive has committed gross negligence
        in
        the course of his employment with the Company or WFB that is materially
        detrimental to the business of the Company or WFB, (iv) the Executive fails
        to
        fulfill his duties as an employee of the Company or WFB, including inattention
        to or neglect of his duties and shall not have remedied such failure within
        thirty (30) days after receiving written notice from the Company or WFB
        specifying the details thereof, or (v) of a third occurrence of the same
        action
        or inaction which caused the Company or WFB to previously give the Executive
        notice under Section 1(c)(iv). For purposes of this Agreement, an act or
        omission on the part of the Executive shall be deemed “gross negligence” only if
        it was done by the Executive in bad faith, not merely an error in judgment,
        and
        without reasonable belief that the act or omission was in the best interests
        of
        the Company and WFB. In the event the Executive disputes the existence of
        Cause
        in connection with a termination of employment, no termination for Cause
        shall
        be effective in the absence of an affirmative vote of seventy-five percent
        (75%)
        of the members of the entire Board (disregarding any director who must
        abstain).

      


      (d)     Change
        in Control.
        "Change
        in Control" shall mean the occurrence of any of the following
        events:

      


      (i)     any
        transaction that would result and does result in the reorganization, merger
        or
        consolidation of the Company, with one or more other Persons, other than
        a
        transaction following which:

      


      (A)     at
        least
        fifty-one percent (51%) of the equity ownership interests of the entity
        resulting from such transaction are Beneficially Owned by Persons who,
        immediately prior to such transaction, Beneficially Owned at least fifty-one
        percent (51%) of the outstanding equity ownership interests in the Company.
        For
        purposes of this Section 1(d), the term “Beneficially Owned” or "Beneficial
        Ownership" shall have the meaning ascribed to it under Rule 13d-3 promulgated
        under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and,
        for purposes of this Section 1(d) and Section 1(n), the terms “Person” or
“Persons” shall have the meaning ascribed to them under Sections 13(d) and 14(d)
        of the Exchange Act; and

      


      (B)     at
        least
        fifty-one percent (51%) of the securities entitled to vote generally in the
        election of directors of the entity resulting from such transaction are
        Beneficially Owned by Persons who, immediately prior to such transaction,
        Beneficially Owned at least fifty-one percent (51%) of the securities entitled
        to vote generally in the election of directors of the Company;

      


      (ii)     the
        consummation of the sale or other disposition of all or substantially all
        of the
        assets of the Company, except for any such transaction which does not result
        in
        a Change in Control under Section 1(d)(v);

      



      
        
          
          

        

        
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      (iii)     an
        acquisition (other than directly from the Company) of any voting securities
        of
        the Company (the "Voting Securities") by any Person, immediately after which
        such Person has Beneficial Ownership of more than fifty percent (50%) of
        the
        combined voting power of the Company's then outstanding Voting
        Securities;

      


      (iv)     a
        complete liquidation or dissolution of the Company;

      


      (v)     the
        occurrence of any event if, immediately following such event, members of
        the
        Board who belong to any of the following groups do not aggregate at least
        a
        majority of the Board:

      


      (A)     individuals
        who were members of the Board on the Effective Date of this Agreement;
        or

      


      (B)     individuals
        who first became members of the Board after the Effective Date of this Agreement
        but prior to such event either:

      


      (1)     upon
        election
        to serve as a member of the Board by the affirmative vote of three-quarters
        of
        the members of the Board, or of a nominating committee thereof, in office
        at the
        time of such first election; or

      


      (2)     upon
        election by the stockholders of the Company to serve as a member of the Board,
        but only if nominated for election by the affirmative vote of three-quarters
        of
        the members of the Board, or of a nominating committee thereof, in office
        at the
        time of such first nomination; provided that such individual's election or
        nomination did not result from an actual or threatened election contest or
        other
        actual or threatened solicitation of proxies or consents other than by or
        on
        behalf of the Board; 

      


      provided,
        however, in no event shall a "Change in Control" be deemed to have occurred
        as a
        result of any acquisition of securities or assets of the Company or a subsidiary
        of the Company, by the Company, any subsidiary of the Company or by any employee
        benefit plan maintained by the Company. 

      


      (e)     COBRA.  "COBRA"
        shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as
        amended.

      


      (f)     
        Code.  "Code"
        shall mean the Internal Revenue Code of 1986, as amended.

      


      (g)     Date
        of
        Termination.
        "Date
        of Termination" shall mean (i) if the Executive's employment is terminated
        for
        Cause, the date on which the Notice of Termination is given, and (ii) if
        the
        Executive's employment is terminated for any other reason, the date specified
        in
        the Notice of Termination.

      


      (h)    Disability.
        Termination by the Company or WFB of the Executive's employment based on
        "Disability" shall mean termination because of any physical or mental impairment
        which qualifies the Executive for disability benefits under the applicable
        long-term disability plan maintained by the Company or any subsidiary or,
        if no
        such plan applies, which would qualify the Executive for disability benefits
        under the Federal Social Security System, in each case whether or not the
        Executive has applied for such benefits.


      
        
          
          

        

        
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      (i)     Equity
        Plans.
“Equity
        Plans” shall mean all stock option, restricted stock and other equity plans of
        the Company, including the 2004 Stock Plan, the 2004 Employee Stock Purchase
        Plan and the 1997 Stock Option Plan.

      


      (j)     Good
        Reason.
        Termination by the Executive of the Executive's employment for "Good Reason"
        shall mean termination by the Executive following a Change in Control or
        WFB
        Change in Control based on:

      


      (i)     Without
        the Executive's express written consent, (A) the assignment by the Company
        or
        WFB to the Executive of duties which are materially inconsistent with the
        Executive's primary positions, duties, powers, responsibilities and status
        with
        the Company or WFB immediately prior to a Change in Control or WFB Change
        in
        Control, (B) a material change in the Executive's reporting responsibilities,
        titles or offices as an employee and as in effect immediately prior to such
        a
        Change in Control or WFB Change in Control, or (C) removal of the Executive
        from, or failure to re-elect the Executive to, such material responsibilities,
        titles or offices, except in connection with the termination of the Executive's
        employment for Cause, Disability or Retirement, as a result of the Executive's
        death or by the Executive other than for Good Reason;

      


      (ii)     Without
        the Executive's express written consent, a material reduction by the Company
        or
        WFB in the Executive's base salary as in effect immediately prior to the
        date of
        the Change in Control or WFB Change in Control;

      


      (iii)     Without
        the Executive’s express written consent, a material reduction in the benefits
        potentially available to the Executive under the Company’s or any subsidiary’s
        incentive compensation plans as in effect immediately prior to the date of
        the
        Change in Control or WFB Change in Control;

      


      (iv)     Without
        the Executive's express written consent, the failure by the Company or any
        Company subsidiary to continue to provide the Executive with benefits
        substantially similar to those enjoyed by the Executive under the Company's
        or
        any subsidiary’s employee benefit, life insurance, medical, health and accident,
        or disability plans, programs or arrangements but specifically excluding
        all
        Equity Plans in
        which
        the Executive was participating, the taking of any action by the Company
        or any
        subsidiary which would directly or indirectly materially reduce any of such
        benefits or deprive the Executive of any other material fringe benefits enjoyed
        by the Executive or the failure by the Company or any subsidiary to provide
        the
        Executive with the number of paid vacation days to which the Executive is
        entitled on the basis of years of service with the Company or any subsidiary
        in
        accordance with the Company's or any subsidiary’s normal vacation policy in
        place immediately prior to the Change of Control or WFB Change in Control;
        provided, however, that routine changes to such pans, programs, arrangements,
        fringe benefits or vacation policies that apply to similarly situated employees
        or to employees in general shall not constitute “Good Reason” for purposes of
        this Agreement;

      



      
        
          
          

        

        
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      (v)     Without
        the Executive’s express written consent, a change in the Executive's principal
        place of employment by a distance in excess of one hundred (100) miles from
        its
        location immediately prior to the Change in Control or WFB Change in
        Control;

      


      (vi)     Any
        purported termination of the Executive's employment for Disability or Retirement
        which is not effected pursuant to a Notice of Termination satisfying the
        requirements of Section 1(l); or

      


      (vii)     The
        failure by the Company to obtain the assumption of and agreement to perform
        this
        Agreement by any successor as contemplated in Section 11. 

      


      (k)     IRS.
        IRS
        shall mean the Internal Revenue Service.

      


      (l)     
Notice
        of
        Termination.
        Any
        purported termination of the Executive's employment by the Company or WFB
        for
        any reason, including for Cause, Disability or Retirement, or by the Executive
        for any reason, including for Good Reason, shall be communicated by written
        "Notice of Termination" to the other party to this Agreement. For purposes
        of
        this Agreement, a "Notice of Termination" shall mean a dated notice which
        (i)
        indicates the specific termination provision in this Agreement relied upon,
        (ii)
        sets forth in reasonable detail the facts and circumstances claimed to provide
        a
        basis for termination of the Executive's employment under the provision so
        indicated, (iii) specifies a Date of Termination, which shall be not less
        than
        thirty (30) nor more than ninety (90) days after such Notice of Termination
        is
        given, except in the case of the Company's or WFB’s termination of the
        Executive's employment for Cause, which shall be effective immediately; and
        (iv)
        is given in the manner specified in Section 12.

      


      (m)     Retirement.
        "Retirement" shall mean any termination of the Executive’s employment with the
        Company or WFB, either voluntarily or involuntarily, by the Executive or
        the
        Company or WFB after the Executive reaches age sixty-five (65).

      


      (n)      WFB
        Change in Control.
        "WFB
        Change in Control" shall mean the occurrence of any of the following
        events:

      


      (i)     any
        transaction that would result and does result in the sale or transfer to
        one or
        more other Persons of more than 51% of WFB’s credit card portfolio (excluding
        any transfers in connection with securitization transactions in the ordinary
        course of WFB’s business); 

      


      (ii)     any
        transaction that would result and does result in the reorganization, merger
        or
        consolidation of WFB, with one or more other Persons, other than a transaction
        following which: 

      


      (A)     at
        least
        fifty-one percent (51%) of the equity ownership interests of the entity
        resulting from such transaction are owned by the Company; and 

      


      (B)     at
        least
        fifty-one percent (51%) of the securities entitled to vote generally in the
        election of directors of the entity resulting from such transaction are owned
        by
        the Company;

      



      
        
          
          

        

        
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      (iii)     the
        consummation of the sale or other disposition of all or substantially all
        of the
        assets of WFB, except where following the sale or other disposition:


      


      (A)     at
        least
        fifty-one percent (51%) of the equity ownership interests of the entity
        receiving all or substantially all of the assets of WFB are owned by the
        Company; and 

      


      (B)     at
        least
        fifty-one percent (51%) of the securities entitled to vote generally in the
        election of directors of the entity receiving all or substantially all of
        the
        assets of WFB are owned by the Company; or

      


      (iv)     a
        complete
        liquidation or dissolution of WFB;

      


      provided,
        however, in no event shall a "WFB Change in Control" be deemed to have occurred
        as a result of any acquisition of securities or assets of WFB or a subsidiary
        of
        WFB by the Company, any subsidiary of the Company or by any employee benefit
        plan maintained by the Company. 

      


      2.     Benefits
        Upon Termination.
        If the
        Executive's employment by the Company or WFB is terminated within twenty-four
        (24) months after a Change in Control or WFB Change in Control by (i) the
        Company or WFB for any reason other than Cause, Disability, Retirement or
        the
        Executive's death or (ii) the Executive for Good Reason, then:

      


      (a)     The
        Company
        shall pay to the Executive in a lump sum as of the Date of Termination (unless
        the Company and the Executive mutually agree upon an alternative form of
        payment) a cash severance amount equal to two (2) times the Executive's Annual
        Compensation;

      


      (b)     The
        Company
        shall maintain and provide for, at no cost to the Executive, the continued
        participation of the Executive and the Executive’s dependants, if applicable, in
        group life insurance, health and accident insurance and disability insurance
        programs, but specifically excluding (i) all Equity Plans and (ii) incentive
        compensation awards included in Annual Compensation, that are offered by
        the
        Company in which the Executive or the Executive’s dependants participated
        immediately prior to the Date of Termination (collectively, the "Benefits").
        Such continuation shall be for (A) the period of time that the Executive
        is
        eligible for continuation coverage under COBRA for all of the Benefits covered
        by COBRA and (B) a period of 2 years after the Date of Termination for all
        other
        Benefits; provided that in the event that the Executive's participation in
        any
        plan, program or arrangement as provided in this Section 2(b) is barred by
        the
        underlying service provider or insurance carrier used by the Company to provide
        such benefits, or during such period any such plan, program or arrangement
        is
        discontinued or the benefits thereunder are materially reduced, the Company
        shall arrange to either provide the Executive with benefits substantially
        similar to those which the Executive was entitled to receive under such plans,
        programs and arrangements immediately prior to the Date of Termination or
        a cash
        amount equal to the amount paid by the Company for such benefits in the
        applicable preceding period, adjusted for any federal or state income taxes
        the
        Executive has to pay on the cash amount;

      



      
        
          
          

        

        
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      (c)     All
        unvested
        stock options, restricted stock or other equity interests of the Company
        issued
        to the Executive under the Equity Plans shall fully vest on the Date of
        Termination to the extent such options, restricted stock or other equity
        interests do not otherwise vest upon the Change of Control;

      


      (d)     All
        unvested amounts of the Executive under the Company's existing Deferred
        Compensation Plan or any future deferred compensation plan(s) adopted by
        the
        Company shall fully vest and be paid on the Date of Termination;
        and

      


      (e)     Section
        7(b) (Development of Intellectual Property) of this Agreement and similar
        provisions (including non-competition and non-solicitation provisions but
        excluding confidentiality provisions) in other agreements between the Executive
        and the Company shall be terminated and of no further force and effect as
        of the
        Date of Termination, but Section 7(a) (Nondisclosure of Confidential
        Information) of this Agreement and similar confidentiality provisions in
        other
        agreements between the Executive and the Company shall remain in full force
        and
        effect after the Date of Termination.

      


      3.     Gross-Up
        Payment.
        Anything in this Agreement to the contrary notwithstanding, in the event
        it
        shall be determined that any payment or distribution by or on behalf of the
        Company to or for the benefit of the Executive as a result of a change in
        control (within the meaning of Section 280G of the Code) (whether paid or
        payable or distributed or distributable pursuant to the terms of this Agreement
        or otherwise, but determined without regard to any additional payments required
        under this Section 3 (a "Payment")) would be subject to the excise tax imposed
        by Section 4999 of the Code, or any interest or penalties are incurred by
        the
        Executive with respect to such excise tax (such excise tax, together with
        any
        such interest and penalties, are hereinafter collectively referred to as
        the
        "Excise Tax"), then the Executive shall be entitled to receive an additional
        payment (a "Gross-Up Payment") in an amount such that after payment by the
        Executive of all taxes (including any interest or penalties imposed with
        respect
        to such taxes), including any income taxes (and any interest and penalties
        imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up
        Payment, the Executive retains an amount of the Gross-Up Payment equal to
        the
        Excise Tax imposed upon the Payments.

      


      (a)     Tax
        Opinion.
        Subject
        to the provisions of Section 3(b), all determinations required to be made
        under
        this Section 3, including whether and when a Gross-Up Payment is required
        and
        the amount of such Gross-Up Payment and the assumptions to be utilized in
        arriving at such determination, shall be made by a big 4 accounting firm
        selected by the Company (the "Tax Firm"); provided, however, that the Tax
        Firm
        shall not determine that no Excise Tax is payable by the Executive unless
        it
        delivers to the Executive a written opinion (the "Tax Opinion") that failure
        to
        pay the Excise Tax and to report the Excise Tax and the payments potentially
        subject thereto on or with the Executive's applicable federal income tax
        return
        will not result in the imposition of an accuracy-related or other penalty
        on the
        Executive. All fees and expenses of the Tax Firm shall be paid by the Company.
        Within fifteen (15) business days of the receipt of notice from the Executive
        that there has been a Payment, or such earlier time as is requested by the
        Executive or the Company, the Tax Firm shall make all determinations required
        under this Section 3, shall provide to the Company and the Executive a written
        report setting forth such determinations, together with detailed supporting
        calculations, 


      
        
          
          

        

        
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      and,
        if
        the Tax Firm determines that no Excise Tax is payable, shall deliver the
        Tax
        Opinion to the Executive. Any Gross-Up Payment, as determined pursuant to
        this
        Section 3, shall be paid by the Company to the Executive within fifteen (15)
        days of the receipt of the Tax Firm's determination. Subject to the remainder
        of
        this Section 3, any determination by the Tax Firm shall be binding upon the
        Company and the Executive. As a result of uncertainty in the application
        of
        Sections 280G and 4999 of the Code at the time of the initial determination
        by
        the Tax Firm under this Section 3, it is possible that Gross-Up Payments
        which
        will not have been made by the Company should have been made ("Underpayment"),
        consistent with the calculations required to be made under this Section 3.
        In
        the event that it is ultimately determined in accordance with the procedures
        set
        forth in Section 3(b) that the Executive is required to make a payment of
        any
        Excise Tax, the Tax Firm shall reasonably determine the amount of the
        Underpayment that has occurred and any such Underpayment shall be promptly
        paid
        by the Company to or for the benefit of the Executive. In determining the
        reasonableness of Tax Firm's determinations under this Section 3, and the
        effect
        thereof, the Executive shall be provided a reasonable opportunity to review
        such
        determinations with the Tax Firm and the Executive's tax counsel.

      


      (b)     Notice
        of IRS Claim.
        The
        Executive shall notify the Company in writing of any claims by the IRS that,
        if
        successful, would require the payment by the Company of the Gross-Up Payment.
        Such notification shall be given as soon as practicable but no later than
        thirty
        (30) calendar days after the Executive actually receives notice in writing
        of
        such claim and shall apprise the Company of the nature of such claim and
        the
        date on which such claim is requested to be paid; provided, however, that
        the
        failure of the Executive to notify the Company of such claim (or to provide
        any
        required information with respect thereto) shall not affect any rights granted
        to the Executive under this Section 3 except to the extent that the Company
        is
        materially prejudiced in the defense of such claim as a direct result of
        such
        failure. The Executive shall not pay such claim prior to the expiration of
        the
        thirty (30) day period following the date on which he gives such notice to
        the
        Company (or such shorter period ending on the date that any payment of taxes
        with respect to such claim is due). If the Company notifies the Executive
        in
        writing prior to the expiration of such period that it desires to contest
        such
        claim, the Executive shall do all of the following:

      


      (i)                
        provide
        the Company with any information reasonably requested by the Company relating
        to
        such claim;

      


      (ii) 
take
        such
        action in connection with contesting such claim as the Company shall reasonably
        request in writing from time to time, including accepting legal representation
        with respect to such claim by an attorney selected by the Company and reasonably
        acceptable to the Executive;

      


      (iii)     cooperate
        with the Company in good faith in order effectively to contest such claim;
        and

      


      (iv)     if
        the
        Company elects not to assume and control the defense of such claim, permit
        the
        Company to participate in any proceedings relating to such claim;

      



      
        
          
          

        

        
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      provided,
        however, that the Company shall bear and pay directly all costs and expenses
        (including additional interest and penalties) incurred in connection with
        such
        contest and shall indemnify and hold the Executive harmless, on an after-tax
        basis, for any Excise Tax or income tax (including interest and penalties
        with
        respect thereto) imposed as a result of such representation and payment of
        costs
        and expenses. Without limiting the foregoing provisions of this Section 3,
        the
        Company shall have the right, at its sole option, to assume the defense of
        and
        control all proceedings in connection with such contest, in which case it
        may
        pursue or forego any and all administrative appeals, proceedings, hearings
        and
        conferences with the taxing authority in respect of such claim and may either
        direct the Executive to pay the tax claimed and sue for a refund or contest
        the
        claim in any permissible manner, and the Executive agrees to prosecute such
        contest to a determination before any administrative tribunal, in a court
        of
        initial jurisdiction and in one or more appellate courts, as the Company
        shall
        determine; provided, however, that if the Company directs the Executive to
        pay
        such claim and sue for a refund, the Company shall advance the amount of
        such
        payment to the Executive, on an interest-free basis and shall indemnify and
        hold
        the Executive harmless, on an after-tax basis, from any Excise Tax or income
        tax
        (including interest or penalties with respect thereto) imposed with respect
        to
        such advance or with respect to any imputed income with respect to such advance;
        and further provided that any extension of the statute of limitations relating
        to payment of taxes for the taxable year of the Executive with respect to
        which
        such contested amount is claimed to be due is limited solely to such contested
        amount. Furthermore, the Company's right to assume the defense of and control
        the contest shall be limited to issues with respect to which a Gross-Up Payment
        would be payable under this Section 3 and the Executive shall be entitled
        to
        settle or contest, as the case may be, any other issue raised by the Internal
        Revenue Service or any other taxing authority.

      


      (c)     Right
        to Tax Refund.
        If,
        after the receipt by the Executive of an amount advanced by the Company pursuant
        to Section 3, the Executive becomes entitled to receive any refund with respect
        to such claim, the Executive shall (subject to the Company's complying with
        the
        requirements of Section 3(b)) promptly pay to the Company the amount of such
        refund (together with any interest paid or credited thereon net of any taxes
        paid by the Executive). If, after the receipt by the Executive of an amount
        advanced by the Company pursuant to Section 3(b), a determination is made
        that
        the Executive is not entitled to a refund with respect to such claim and
        the
        Company does not notify the Executive in writing of its intent to contest
        such
        denial of refund prior to the expiration of thirty (30) calendar days after
        such
        determination, then such advance shall, to the extent of such denial, be
        forgiven and shall not be required to be repaid and the amount of the forgiven
        advance shall offset, to the extent thereof, the amount of Gross-Up Payment
        required to be paid.

      


      4.     Mitigation;
        Exclusivity of Benefits.

      


      (a)     The
        Executive shall not be required to mitigate the amount of any benefits under
        this Agreement by seeking other employment or otherwise. The amount of severance
        to be provided pursuant to Section 2 shall not be reduced by any compensation
        earned by the Executive as a result of employment by another employer after
        the
        Date of Termination or otherwise.

      



      
        
          
          

        

        
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      (b)     The
        specific arrangements referred to in this Agreement are not intended to exclude
        any other benefits which may be available to the Executive upon a termination
        of
        employment with the Company or WFB pursuant to employee benefit plans of
        the
        Company or otherwise.

      


      5.     Withholding.
        All
        payments required to be made by the Company under this Agreement to the
        Executive shall be subject to the withholding of such amounts, if any, relating
        to tax and other payroll deductions as the Company may reasonably determine
        should be withheld pursuant to any applicable law or regulation.

      


      6.     Nature
        of Employment and Obligations.

      


      (a)     Nothing
        contained in this Agreement shall be deemed to create other than a terminable
        at
        will employment relationship between the Company and the Executive or WFB
        and
        the Executive, and the Company or WFB may terminate the Executive's employment
        at any time, subject to providing any payments specified in this Agreement
        in
        accordance with the terms of this Agreement.

      


      (b)     Nothing
        contained in this Agreement shall create or require the Company to create
        a
        trust of any kind to fund any benefits which may be payable under this
        Agreement, and to the extent that the Executive acquires a right to receive
        benefits from the Company under this Agreement, such right shall be no greater
        than the right of any unsecured general creditor of the Company.

      


      7.     Proprietary
        Information.
        The
        parties agree to the protection of the Company’s proprietary information as
        follows:

      


      (a)     Nondisclosure
        of Confidential Information.

      


      (i)     Access.
        The
        Executive acknowledges that employment with Company necessarily involves
        exposure to, familiarity with, and opportunity to learn highly sensitive,
        confidential and proprietary information of the Company and its subsidiaries,
        which may include information about products and services, markets, customers
        and prospective customers, vendors and suppliers, miscellaneous business
        relationships, investment products, pricing, billing and collection procedures,
        proprietary software and other intellectual property, financial and accounting
        data, personnel and compensation, data processing and communications, technical
        data, marketing strategies, research and development of new or improved products
        and services, and know-how regarding the business of the Company and its
        products and services (collectively referred to herein as “Confidential
        Information”). 

      


      (ii)    Valuable
        Asset.
        The
        Executive further acknowledges that the Confidential Information is a valuable,
        special and unique asset of the Company, such that the unauthorized disclosure
        or use by persons or entities outside the Company would cause irreparable
        damage
        to the business of the Company. Accordingly, the Executive agrees that during
        and after the Executive’s employment with the Company, until the Confidential
        Information becomes publicly known, the Executive shall not directly or
        indirectly disclose to any person or entity, use for any purpose or permit
        the
        exploitation, copying or summarizing of, any Confidential Information of
        the
        Company, except as specifically required in the proper performance of his
        duties
        for the Company. 


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      (iii)     Duties.
        The
        Executive agrees to take all appropriate action, whether by instruction,
        agreement or otherwise, to ensure the protection, confidentiality and security
        of the Confidential Information and to satisfy his obligations under this
        Agreement. Prior to lecturing or publishing articles which reference the
        Company
        and its business, the Executive will provide to an officer of the Company
        a copy
        of the material to be presented for the Company to review and approve in
        order
        to ensure that no Confidential Information is disclosed.

      


      (iv)     Confidential
        Relationship.
        The
        Company considers its Confidential Information to constitute “trade secrets”
which are protected from unauthorized disclosure under applicable law. However,
        whether or not the Confidential Information constitutes trade secrets, the
        Executive acknowledges and agrees that the Confidential Information is protected
        from unauthorized disclosure or use due to his covenants under this Section
        7
        and his fiduciary duties as an executive of the Company.

      


      (v)     Return
        of Documents.
        The
        Executive acknowledges and agrees that the Confidential Information is and
        at
        all times shall remain the sole and exclusive property of the Company. Upon
        the
        termination of his employment with the Company or upon request by the Company,
        the Executive will promptly return to the Company in good condition all
        documents, data and records of any kind, whether in hardcopy or electronic
        form,
        which contain any Confidential Information or which were prepared based on
        Confidential Information, including any and all copies thereof, as well as
        all
        materials furnished to or acquired by the Executive during the course of
        the
        Executive’s employment with the Company.

      


      (b)     Development
        of Intellectual Property.
        

      


      (i)     Definition
        of Intellectual Property.
        As used
        in this Agreement, the term “Intellectual Property” shall include any
        inventions, technological innovations, discoveries, designs, formulas, know-how,
        processes, patents, trademarks, service marks, copyrights, computer software,
        ideas, creations, writings and other works of authorship, books, lectures,
        illustrations, photographs, scientific and mathematical models, improvements
        to
        all such property, and all recorded material defining, describing or
        illustrating all such property, whether in hardcopy or electronic
        form.

      


      (ii)     The
        Company’s Rights in Intellectual Property.
        The
        Executive agrees that all right, title and interest of every kind and nature,
        whether now known or unknown, in and to any Intellectual Property invented,
        created, written, developed, conceived or produced by the Executive during
        the
        term of the Executive’s employment with the Company (i) whether using the
        Company’s equipment, supplies, facilities or Confidential Information, (ii)
        whether alone or jointly with others, and (iii) whether or not during normal
        working hours, that are within the scope of the Company’s actual or anticipated
        business operations or that relate to any of the Company’s actual or anticipated
        products or services shall be the exclusive property of the Company and the
        Executive hereby 


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      assigns
        to the Company all rights to such Intellectual Property without limitation
        or
        royalty. To the extent that any such Intellectual Property is copyrightable,
        it
        shall be deemed to be a “work for hire” within the meaning of the copyright
        laws. Consideration for such assignment is hereby acknowledged. The Executive
        will promptly and fully disclose to the Company any and all such Intellectual
        Property. The Executive agrees that any patent application filed by him within
        one year after termination of his employment is presumed to relate to an
        invention developed during the term of the Executive’s employment with the
        Company and thus is the exclusive property of the Company. As such, the
        Executive agrees to disclose to the Company all such patent applications.
        The
        Executive hereby consents and agrees that the Executive shall have no right,
        title, or interest of any kind or nature in or to any item of Intellectual
        Property, or in or to any results or proceeds from any Intellectual
        Property.

      


      (iii)     Additional
        Actions.
        The
        Executive agrees to take all reasonably necessary actions to enable the Company
        to obtain and perfect its rights in the Intellectual Property, including
        assisting the Company in obtaining patents, copyrights, trademarks, service
        marks and similar protections in the United States and all foreign countries.
        The Executive further agrees to assist the Company in connection with any
        demands, reissues, oppositions, litigation, controversy or other actions
        involving any item of Intellectual Property. The Executive agrees to undertake
        the foregoing obligations both during and after the Executive’s employment with
        the Company, without charge, but at the Company’s expense with respect to the
        Executive’s reasonable out-of-pocket costs. The Executive further agrees that
        the Company may, in its sole discretion, keep such Intellectual Property
        as
        trade secrets, in which case the Executive will comply with the Confidential
        Information provisions in Section 7(a) above.

      


      (c)     Enforcement.
        For
        purposes of this Section 7, the term "Company" shall include the Company
        and all
        of its subsidiaries. Each of the Company’s subsidiaries shall be an intended
        third party beneficiary of this Agreement and shall have the right to enforce
        the provisions of this Agreement against the Executive individually or
        collectively with any one or more of the other subsidiaries.

      


      (d)     Equitable
        Relief.
        The
        Executive acknowledges and agrees that, by reason of the sensitive nature
        of the
        Confidential Information and Intellectual Property of the Company referred
        to in
        this Agreement, in addition to recovery of damages and any other legal relief
        to
        which the Company may be entitled in the event of the Executive’s violation of
        this Agreement, the Company shall also be entitled to equitable relief,
        including such injunctive relief as may be necessary to protect the interests
        of
        the Company in such Confidential Information and Intellectual Property and
        as
        may be necessary to specifically enforce the Executive’s obligations under this
        Agreement. 

      


      8.     Severability.
        The
        Executive and the 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 provisions
        to such
        narrower scope as it determines to be enforceable. The Executive and the
        Company
        further agree that, if any provision of this Agreement is determined to be
        unenforceable for any reason, 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 of this
        Agreement.

      



      
        
          
          

        

        
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      9.     No
        Attachment.

      


      (a)     Except
        as
        required by law, no right to receive payments under this Agreement shall
        be
        subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
        charge, pledge, or hypothecation, or to execution, attachment, levy, or similar
        process or assignment by operation of law, and any attempt, voluntary or
        involuntary, to affect any such action shall be null, void and of no
        effect.

      


      (b)     This
        Agreement shall be binding upon, and inure to the benefit of, the Executive,
        the
        Company and their respective successors and permitted assigns.

      


      10.     Assignability.
        The
        Company may assign this Agreement and its rights and obligations under this
        Agreement in whole, but not in part, to any corporation or other entity with
        or
        into which the Company may hereafter merge or consolidate or to which the
        Company may transfer all or substantially all of its assets, if in any such
        case
        said corporation or other entity shall by operation of law or expressly in
        writing assume all obligations of the Company under this Agreement as fully
        as
        if it had been originally made a party to this Agreement, but may not otherwise
        assign this Agreement or its rights and obligations under this Agreement.
        The
        Executive may not assign or transfer this Agreement or any rights or obligations
        under this Agreement.

      


      11.     Notice.
        For the
        purposes of this Agreement, notices and all other communications provided
        for in
        this Agreement shall be in writing and shall be deemed to have been duly
        given
        when delivered or mailed by certified or registered mail, return receipt
        requested, postage prepaid, addressed to the respective addresses set forth
        below:

      


      
        	 	
                To
                  the Company:

              
	 	 	 
	 	 	
                Cabela's
                  Incorporated

              
	 	 	
                One
                  Cabela Drive

              
	 	 	
                Sidney,
                  NE 69160

              
	 	 	
                Attention:
                  CEO

              
	 	 	 
	 	
                To
                  the Executive:

              
	 	 	 
	 	 	
                Joseph
                  M. Friebe

              
	 	 	
                World's
                  Foremost Bank

              
	 	 	
                4800
                  NW 1st Street

              
	 	 	
                Lincoln,
                  NE 68521

              


      

      


      12.     Amendment;
        Waiver.
        No
        provisions of this Agreement may be modified, waived or discharged unless
        such
        waiver, modification or discharge is agreed to in writing and signed by the
        Executive and such officer or officers of the Company as may be specifically
        designated by the Board or a committee of the Board to sign on the Company’s
        behalf. No waiver by any party to this Agreement at any time of any breach
        by
        any other party hereto of, or compliance with, any condition or provision
        of
        this Agreement to be performed by such other party shall be deemed a waiver
        of
        similar or dissimilar provisions or conditions at the same or at any prior
        or
        subsequent time.

      


      13.     Governing
        Law.
        The
        validity, interpretation, construction and performance of this Agreement
        shall
        be governed by the laws of the United States where applicable and otherwise
        by
        the substantive laws of the State of Delaware.


      
        
          
          

        

        
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      14.     Remedies
        Cumulative.
        No
        remedy conferred upon a party by this Agreement is intended to be exclusive
        of
        any other remedy, and each and every remedy shall be cumulative and in addition
        to any other remedy given under this Agreement or hereinafter existing at
        law or
        in equity.

      


      15.     Construction.
        Any
        reference to any federal, state, local or foreign law, constitution, code,
        statute or ordinance shall be deemed to include all rules and regulations
        promulgated thereunder (by any governmental authority or otherwise), and
        any
        successor law, unless the context otherwise requires. “Including” means
“including without limitation” and does not limit the preceding words or terms.
        The words “or” or “nor” are inclusive and include “and”. The singular shall
        include the plural and vice versa. Each word of gender shall include each
        other
        word of gender as the context may require. The parties have each participated
        in
        the negotiation and drafting of this Agreement. In the event an ambiguity
        or
        question of intent or interpretation arises, this Agreement shall be construed
        as if drafted jointly by the parties and no presumption or burden of proof
        shall
        arise favoring or disfavoring any party by virtue of the authorship of any
        of
        the provisions of this Agreement.

      


      16.     Headings.
        The
        section headings contained in this Agreement are for reference purposes only
        and
        shall not affect in any way the meaning or interpretation of this
        Agreement.

      


      17.     Validity.
        The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provisions of this Agreement,
        which shall remain in full force and effect.

      


      18.     Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original but all of which together will constitute one and
        the
        same instrument.

      


      19.     Payment
        of
        Costs and Legal Fees.
        All
        reasonable costs and legal fees paid or incurred by the Executive pursuant
        to
        any dispute or question of interpretation relating to this Agreement shall
        be
        paid or reimbursed by the Company if the Executive is successful on the merits
        pursuant to a legal judgment, arbitration or settlement.

      


      20.     Entire
        Agreement.
        This
        Agreement, including the recitals to this Agreement, embodies the entire
        agreement between the Company and the Executive with respect to the matters
        agreed to in this Agreement. All prior agreements between the Company and
        the
        Executive with respect to the matters agreed to in this Agreement, including
        the
        Original Agreement, are hereby superseded and shall have no force or effect,
        except that this Agreement shall not affect or operate to reduce any benefit
        or
        compensation inuring to Executive of a kind elsewhere provided. 

      


      [The
        Remainder of This Page Intentionally Left Blank.]

      


      [Signature
        Page Follows.]

      



      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, this Agreement has been executed as of the date first above
        written.

      


      
        	 	
                CABELA'S
                  INCORPORATED,

                a
                  Delaware corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Dennis Highby

              
	 	 	
                Dennis
                  Highby, President and CEO

              
	 	 	 
	 	 	 
	 	 	
                /s/
                  Joseph M. Friebe

              
	 	 	
                Joseph
                  M. Friebe

              


      

       

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        to Form 8-K