Exhibit 10.2 (Form of 2004 Stock Plan Non-Employee Director Stock Option Agreement)


    
      

    

    Exhibit
      10.2

    

      
        	
                Name
                  of Grantee :

              	
                 

              	 
	 	 	 
	
                Number
                  of Shares:

              	
                Incentive 

              	
                N/A

              	
                    
                  Nonqualified

              	
                2,000

              


      

      


      STOCK
        OPTION AGREEMENT

      (NON-EMPLOYEE
        DIRECTOR)

      


      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 "Grantee").


      


      WITNESSETH:

      


      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"); and


      


      WHEREAS,
        pursuant to Section 5.6 of the Plan, the Grantee has been granted non-qualified
        stock options to purchase Two Thousand (2,000) shares of Common Stock (each,
        a
        "Share" and, collectively, the "Shares"), at the exercise price per Share
        set
        forth in Section 2; 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.


      


      b.     "Alternative
        Option" shall have the meaning set forth in Section 7(c) hereof. 

      


      c.     “Committee”
        means the Compensation Committee of the Board.

      


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

      


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

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      


      g.     "Grant
        Date" shall mean [          ].


      


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


      


      i.     "Normal
        Expiration Date" shall mean the tenth anniversary of the Grant Date.


      


      j.     "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. 

      


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

      


      l.     "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 Two Thousand (2,000) Shares. 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 receipt of a copy
        of
        the Plan.

      


      b.     Exercise
        Price.
        Each
        Share covered by an Option shall have an exercise price equal to
        [         ] (the “Exercise Price").


      


      3.     Exercisability.

      


      a.     Options.
        Except
        as otherwise provided in Section 7(a) of this Agreement, the Options shall
        be
        exercisable with respect to one hundred percent (100%) of the Shares on the
        first anniversary of the Grant Date. 

      


      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.

      


      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.

      



      
        
          
          

        

        
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      b.     Early
        Termination.
        Subject
        to the provisions of Section 7, if the Grantee ceases to be a member of the
        Board for any reason, the Grantee may exercise any Options that are exercisable
        on the date the Grantee ceases to be a member of the Board until the Normal
        Expiration Date. Any Options that are not then exercisable shall be forfeited
        and canceled as of the date the Grantee ceases to be a member of the Board.
        

      


      5.     Restrictions
        on
        Exercise; Non-Transferability of Options.

      


      a.     Restrictions
        on Exercise.
        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.
        The
        Options may be exercised only by the Grantee or, following his death, by
        the
        Grantee's estate. 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. 

      



      
        
          
          

        

        
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      6.     Manner
        of
        Exercise.
        To the
        extent that any outstanding Options shall have become and remain 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.     Change
        in
        Control.

      


      a.     Options.
        Subject
        to Section 7(c), in the event of a Change in Control, all of the Options
        outstanding immediately prior to the consummation of the transaction
        constituting the Change in Control (regardless of whether such Options are
        at
        such time otherwise vested or exercisable) shall become exercisable or, at
        the
        discretion of the Committee, any or all of such Options shall be canceled
        in
        exchange for a payment in accordance with Section 7(b) of an amount equal
        to the
        product of (i) the Change in Control Price over the Exercise Price, multiplied
        by (ii) the aggregate number of Shares covered by all such Options immediately
        prior to the Change in Control. 

      


      b.     Timing
        of
        Option Cancelation Payments.
        Payment
        of the amount calculated in accordance with Section 7(a) shall be made in
        cash
        or, if determined by the Committee (as constituted immediately prior to the
        Change in Control), in shares of the common stock of the New Employer having
        an
        aggregate fair market value equal to such amount and shall be payable in
        full,
        as soon as reasonably practicable, but in no event later than 30 days, following
        the Change in Control. For purposes hereof, the fair market value of a share
        of
        common stock of the New Employer shall be determined by the Committee (as
        constituted immediately prior to the Change in Control), in good faith.


      



      
        
          
          

        

        
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      c.     Alternative
        Options.
        Notwithstanding Sections 7(a) and 7(b), no cancellation, termination,
        acceleration of exercisability or vesting or settlement or other payment
        shall
        occur with respect to any Option if the Committee (as constituted immediately
        prior to the consummation of the transaction constituting the Change in Control)
        reasonably determines, in good faith, prior to the Change in Control that
        the
        Options shall be honored or assumed, or new rights substituted therefor (such
        honored, assumed or substituted Option being hereinafter referred to as an
        "Alternative Option") by the New Employer, provided that any Alternative
        Options
        must: 

      


      i.      
be
        based on shares of voting capital stock that are traded on an established
        U.S.
        securities market; 

      


      ii.     provide
        the Grantee with rights and entitlements substantially equivalent to or better
        than the rights and entitlements applicable under the terms of the Options
        immediately prior to the consummation of the transaction constituting the
        Change
        in Control, including, but not limited to, an identical or better exercise
        and
        vesting schedule and identical or better timing and methods of payment;


      


      iii.     have
        substantially equivalent economic value to the Options (determined at the
        time
        of the Change in Control); and 

      


      iv.     have
        terms and conditions which provide that in the event that the Grantee suffers
        an
        involuntary termination within two years following the Change in Control
        any
        conditions on the Grantee's rights under, or any restrictions on transfer
        or
        exercisability applicable to, each such Alternative Option shall be waived
        or
        shall lapse, as the case may be. 

      


      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.     Capital
        Adjustments.
        Subject
        to the terms of the Plan, in the event of any Adjustment Event affecting
        the
        Common Stock such that an adjustment is required to preserve or to prevent
        enlargement of the benefits or potential benefits made available to the Grantee
        under the Plan or this Agreement, then the Committee shall, in such manner
        as
        the Committee shall deem equitable, adjust any or all of the number of shares
        of
        Common Stock covered by the Options and the grant, exercise or conversion
        price
        with respect to such Options. In addition, the Committee may make provision
        for
        a cash payment to the Grantee. The number of shares of Common Stock subject
        to
        any Option shall be rounded to the nearest whole number. 

      



      
        
          
          

        

        
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      10.     Miscellaneous.

      


      a.     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 corporate 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. 

      


      b.     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. 

      


      c.     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. 


      
        
          
          

        

        
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      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. 

      


      d.     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 parties; 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. 

      


      e.     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.

      


      f.     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
        Company web site or other electronic delivery. 

      


      g.     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. 

      


      h.     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. 

      


      i.    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. 

      


      j.     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. 

      


      k.    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. 

      



      
        
          
          

        

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

      


      
        	 	
                CABELA'S
                  INCORPORATED

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Its:

              	 
	 	 	 
	 	 
	 	 	
                 ,
                  Grantee

              
	 	 	 
	 	 	 


      

       

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