exhibit103.htm


    
      

    

     

    
      Exhibit
10.3


      
        
          	
                  Name
      of Grantee:

                	 
      
	 
      	 
      
	
                  Grant
      Date:

                	 
      


        

         

        	
                Total
      Number of Performance-Based Restricted Stock Units:

              	 
      


      

      


      


      RESTRICTED
STOCK UNIT AGREEMENT

      (PERFORMANCE-BASED)

      


      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”);
and

      


      WHEREAS,
pursuant to the Plan, 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; 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 Performance-Based
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 granted
hereunder are grouped into subdivisions referred to herein as “Tranches,” and
each Tranche constitutes [     ] of the Restricted
Stock Units granted hereunder.  Subject to the terms, conditions and
Section 162(m) performance-based vesting requirements set forth herein, one
Tranche will vest on each of the [     ] anniversary
dates, respectively, of the Grant Date (any such anniversary date being a
“Scheduled Vesting Date”).  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.

      


      2.           Vesting
Requirements.  The vesting of the Restricted Stock Units (other
than pursuant to accelerated vesting in certain circumstances as provided in
Section 3(b) below) shall be subject to the satisfaction of the conditions
set forth in subsections (a) and (b) of this Section 2:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (a)           Section 162(m) Vesting
Requirement.  The Restricted Stock Units awarded hereunder are
subject to performance vesting requirements under this Section 2(a) based
upon the achievement of the performance criteria applicable to the Performance
Period.  The achievement of such performance criteria shall be
certified by the Committee pursuant to Section 6.2 of the Plan prior to the
payment of any amount to the Grantee under this Agreement.  The
respective performance criteria shall be established by the Committee by no
later than 90 days following the beginning of the Performance
Period.  If the performance criteria for the Performance Period are
not satisfied, all of the Restricted Stock Units which would have vested if the
performance criteria were satisfied shall be immediately forfeited.

      


      (b)           Service Vesting
Requirement.  In addition to the performance vesting
requirements of Section 2(a), the right of the Grantee to receive payment
of any Tranche shall become vested only if the Grantee remains continuously
employed by the Company or a Subsidiary from the date hereof until the Scheduled
Vesting Date of such Tranche; provided, however, that nothing set forth herein
shall be deemed to modify, qualify or otherwise derogate from the requirement of
Section 6.2 of the Plan that the Committee certify in writing that the
applicable performance criteria of Section 2(a) have been satisfied prior
to the payment of any amount to the Grantee under this Agreement.

      


      All
Restricted Stock Units for which all of the requirements of this Section 2
have been satisfied shall become vested and shall thereafter be payable in
accordance with Section 3 hereof.

      


      3.           Settlement; Termination of
Employment; Proprietary Matters.    

      


      (a)           Settlement of Vested
Restricted Stock Units.    As promptly and reasonably
practicable after the later of (but no later than 60 days following the later
of) (i) the date as of which all of the applicable vesting requirements under
Section 2 hereof shall have been satisfied for the applicable Tranche; or
(ii) the date of certification of achievement of the applicable performance
criteria by the Committee, as required under Sections 2(a) hereof, 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(f) below.

      


      (b)           Termination of
Employment.    Notwithstanding anything contained in
this Agreement to the contrary, (i) subject to the provisions of Article 8
of the Plan, 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 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, and (ii) if the Grantee’s employment is terminated for any other reason
during the Restriction Period, any Restricted Stock Units held by the Grantee
which have not vested shall be forfeited and canceled as of the date of such
termination.  If Restricted Stock Units become vested pursuant to
Section 3(b)(i) 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.  Subject
to the terms of any employment agreement with the Company, nothing in the
Agreement shall be deemed to confer on the Grantee any right to continue in the
employ of the Company or any Subsidiary, or to interfere with or limit in any
way the right of the Company or Subsidiary to terminate such employment at any
time.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (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 pursuant to Section
3.2 of the Plan.  If a substantially similar agreement has been
executed in connection with the prior grant of Awards, the Grantee hereby
affirms such agreement; provided, if the Company requires the Grantee to execute
a new Proprietary Matters Agreement (the “New Agreement”), the Grantee
acknowledges that the New Agreement shall constitute a complete amendment and
restatement of any such previously executed agreement.

      


      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 Performance-Based 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 a certificate
or certificates for such shares of Common Stock.  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.

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      7.           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 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.

      


      (b)           Effect of Employment
Agreement. If the Grantee is employed pursuant to an employment agreement
with the Company, any provisions thereof relating to the effect of a termination
of the Grantee’s employment upon Grantee’s rights with respect to the Restricted
Stock Units granted hereunder, including, without limitation, any provisions
regarding acceleration of vesting and/or payment of the Restricted Stock Units
granted hereunder in the event of termination of employment, shall be fully
applicable and supersede any provisions hereof with respect to the same subject
matter; provided, however, that the vesting of the Restricted Stock Units
granted hereunder shall be prorated to the date of separation and paid on actual
performance at the end of the Performance Period (and in all events not later
than March 15th following the end of the Performance Period).

      


      (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 7(d), 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.

      


      (i)           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.


      
        
           


        

        
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      (j)           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.

      


      (k)           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.

      


      (l)           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.

      


      (m)           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.

      


      (n)           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.

      


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

      


      
        	 
      	
                CABELA’S
      INCORPORATED

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Its:

              	 
      
	 
      	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      	
                ,
      Grantee

              


      

       

      6


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