exhibit10-13.htm


    
      Exhibit
10.13

    

     

    CABELA'S INCORPORATED 
2004 STOCK
PLAN
(AS AMENDED AND RESTATED EFFECTIVE FEBRUARY
11, 2010) 

     

    ARTICLE 1
PURPOSES

     

         The purposes of the Plan are to foster and
promote the long-term financial success of the Company and the Subsidiaries and
materially increase stockholder value by (a) motivating
superior performance by Participants, (b) providing
Participants with an ownership interest in the Company, and (c) enabling the
Company and the Subsidiaries to attract and retain the services of outstanding
Employees upon whose judgment, interest and special effort the successful
conduct of its operations is largely dependent.

     

    ARTICLE 2
DEFINITIONS

     

         2.1 Certain Definitions. Capitalized terms used herein without definition shall have the
respective meanings set forth below: 

     

         "Adjustment Event"
means any dividend payable in capital stock, stock split, share combination,
extraordinary cash dividend, liquidation, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares or
other similar event affecting the Common Stock.

     

         "Affiliate" means,
with respect to any person, any other person controlled by, controlling or under
common control with, such person.

     

         "Alternative Award"
has the meaning given in Section 8.4.

     

         “Annual Options” has
the meaning given in Section 5.6. 

     

         “Automatic Non-Employee Director Options” has the meaning given in Section 5.6.


     

         "Award" means any
Option, Stock Appreciation Right, Automatic Non-Employee Director
Option, Performance
Stock, Performance Unit, Restricted Stock or Restricted Stock Unit granted
pursuant to the Plan, including an Award combining two or more types in a single
grant.

     

         "Award Agreement"
means any written agreement, contract or other instrument or document evidencing
any Award granted by the Committee pursuant to the Plan.

     

         "Board" means the
Board of Directors of the Company.

     

         "Cabela Family"
means the class composed of Richard Cabela and James Cabela, their respective
spouses and lineal descendants, any trust established for the benefit of any one
or more of said persons and any entity where 50% or more of the combined voting
power is owned by any one or more of said persons.

     

    

    
    


         "Cause" means, except as otherwise defined in an
Award Agreement, with respect to any Participant (as determined by the Committee
in its sole discretion) (i) the continued and willful failure of the Participant
substantially to perform the duties of his or her employment for the Company or
any Subsidiary (other than any such failure due to the Participant's
Disability); (ii) the Participant's engaging in willful or serious misconduct
that has caused or could reasonably be expected to result in material injury to
the Company or any of its Subsidiaries or Affiliates, including, but not limited
to by way of damage to the Company's, a Subsidiary's or an Affiliate’s
reputation or public standing; (iii) the Participant's conviction of, or
entering a plea of guilty or nolo contendere to, a crime constituting a felony;
or (iv) the Participant's material violation or breach of any statutory or
common law duty of loyalty to the Company or any Subsidiary, the Company's or
any Subsidiary's code of conduct or ethics or other Company or Subsidiary policy
or rule or the material breach by the Participant of any of his or her
obligations under any written covenant or agreement with the Company or any of
its Subsidiaries or Affiliates; provided that, with respect to any Participant
who is a party to an employment agreement with the Company or any Subsidiary,
"Cause" shall have the meaning, if any, specified in such Participant's
employment agreement.

     

         "Change in Control"
means, except as otherwise defined in an Award Agreement, the date on which any
of the following events occurs:

     

         a. a change in the ownership of the Company, which occurs on the date on
which any one person, or more than one person acting as a "group" (as defined in
Section 13(d) of the Exchange
Act), other than the Company, the Subsidiaries, any employee benefit plan of the
Company or the Subsidiaries or the Cabela's Family, acquires ownership of stock
of the Company that, together with stock held by such person or group
constitutes more than fifty percent (50%) of the total voting power of the stock
of the Company. 

     

         b. a change in the effective control of the Company, which occurs on the
date on which a majority of the members of the Company's Board are replaced
during any 12-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board prior to the date of the
appointment or election, but only if no other corporation is a majority
shareholder of the Company. 

     

         c. a change in the ownership of a substantial portion of the assets of
the Company, which occurs on the date on which any one person, or more than one
person acting as a "group" (as defined in Section 13(d) of the Exchange Act),
other than an Affiliate, acquires assets from the Company that have a total
gross fair market value of more than fifty percent (50%) of the total gross fair
market value of all of the assets of the Company immediately prior to such
acquisition, taking into account all such assets acquired during the 12-month
period ending on the date of the most recent acquisition by such person or
group. 

     

         The determination of a Change in Control shall
be based on objective facts and in accordance with the requirements of Code
Section 409A.

     

         "Change in Control Price" means the price per share offered in conjunction with any transaction
resulting in a Change in Control on a fully-diluted basis (as determined in good
faith by the Committee as constituted before the Change in Control, if any part
of the offered price is payable other than in cash). 

     

         "Code" means the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder.

     

    2 

     

    

    
    


         "Code Section 409A"
means Section 409A of the Code, and the Regulations and other guidance issued
thereunder. 

     

         "Committee" means
the Compensation Committee of the Board. 

     

         "Common Stock" means
the Class A Common Stock of the Company.

     

         "Company" means
Cabela's Incorporated, a Delaware corporation, and any successor
thereto.

     

         "Confidentiality and Noncompetition Agreement" means a restrictive agreement required to be
entered into by a Participant as a condition to receipt of an Award and which
may include covenants covering confidentiality, noncompetition, nonsolicitation,
noninterference, proprietary matters and such other matters as may be determined
by the Committee. 

     

         "Disability" means
that a Participant either (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, or (ii) is, by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3)
months under an accident or health plan covering employees of the Company. The
Committee's reasoned and good faith judgment of Disability shall be final,
binding and conclusive, and shall be based on such competent medical evidence as
shall be presented to it by such Participant and/or by any physician or group of
physicians or other competent medical expert employed by the Participant or the
Company to advise the Committee.

     

         "Dividend Equivalents" means an amount equal to any dividends and distributions paid by the
Company with respect to the number of shares of Common Stock subject to an
Award.

     

         "Employee" means any
officer or employee of, or any natural person who is a consultant or advisor to,
the Company or any Subsidiary. For purposes of the Plan, references to
employment shall also mean an agency or independent contractor
relationship.

     

         "Exchange Act" means
the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder.

     

         “Fair Market Value”
means, unless otherwise defined in an Award Agreement, as of any date, the
closing price of one share of Common Stock on the New York Stock Exchange (or on
such other recognized market or quotation system on which the trading prices of
Common Stock are traded or quoted at the relevant time) on the trading day on
the date as of which such Fair Market Value is determined. If there are no
Common Stock transactions reported on the New York Stock Exchange (or on such
other exchange or system as described above) on such date, Fair Market Value
shall mean the closing price for a share of Common Stock on the immediately
preceding day on which Common Stock transactions were so reported.

     

         “Initial Option” has the meaning given in Section 5.6.


     

    3 

     

    

    
    


         "IPO Date" means the
first trading day on or after the date on which the Securities and Exchange
Commission declares effective a Registration Statement on Form S-1 filed by the
Company for an underwritten public offering of Common Stock. 

     

         "ISOs" has the
meaning given in Section 5.1.

     

         “Mature Shares”
means previously-acquired shares of Common Stock for which the Participant has
good title, free and clear of all liens and encumbrances, and which such
Participant either (i) has held for at least 6 months or (ii) has purchased on
the open market. 

     

         "New Employer" means
a Participant's employer, or the parent or a subsidiary of such employer,
immediately following a Change in Control.

     

         “Non-Employee Director” means a director of the Company who is not an employee of the Company
or of any Subsidiary. 

     

         "NSOs" has the
meaning given in Section 5.1.

     

         "Option" means the
right granted to a Participant pursuant to the Plan to purchase a stated number
of shares of Common Stock at a stated price for a specified period of time. For
purposes of the Plan, an Option
may be either an ISO or a NSO.

     

         "Participant" means
any Employee or Non-Employee Director or prospective Employee or Non-Employee
Director designated by the Committee (or its delegate) to receive an Award under
the Plan.

     

         "Performance Period"
means the period, as determined by the Committee, during which the performance
of the Company, any Subsidiary, any business unit or division and any individual
is measured to determine whether and the extent to which the applicable
performance measures have been achieved.

     

         "Performance Stock"
means a grant of a stated number of shares of Common Stock to a Participant
under the Plan that is forfeitable by the Participant until the attainment of
specified performance goals, or until otherwise determined by the Committee or
in accordance with the Plan, subject to the continuous employment of the
Participant through the applicable Performance Period.

     

         "Performance Unit"
means a Participant's contractual right to receive a stated number of shares of
Common Stock or, if provided by the Committee on the grant date, cash equal to
the Fair Market Value of such shares of Common Stock, under the Plan at a
specified time that is forfeitable by the Participant until the attainment of
specified performance goals, or until otherwise determined by the Committee or
in accordance with the Plan, subject to the continuous employment of the
Participant through the applicable Performance Period.

     

         "Permitted Transferee" has the meaning given in Section 11.1.

     

         "Plan" means this
Cabela's Incorporated 2004 Stock Plan, as the same may be amended from time to
time.

     

         “Regulations” means
the regulations of the United States Department of the Treasury pertaining to
the federal income tax, as from time to time in force.

     

    4 

     

    

    
    


         "Restricted Stock"
means a grant of a stated number of shares of Common Stock to a Participant
under the Plan that is forfeitable by the Participant until the completion of a
specified period of future service, or until otherwise determined by the
Committee or in accordance with the Plan.

     

         "Restricted Stock Unit" means a Participant's contractual right to receive a stated number of
shares of Common Stock or, if provided by the Committee on the grant date, cash
equal to the Fair Market Value of such shares of Common Stock, under the Plan at
the end of a specified period of time that is forfeitable by the Participant
until the completion of a specified period of future service, or until otherwise
determined by the Committee or in accordance with the Plan.

     

         "Restriction Period"
means the period, as determined by the Committee, during which any Performance
Stock, Performance Units, Restricted Stock or Restricted Stock Units, as the
case may be, are subject to forfeiture and/or restriction on transfer pursuant
to the terms of the Plan.

     

         "Retirement" means,
except as otherwise defined in an Award Agreement, a Participant's retirement
from active employment with the Company and any Subsidiary at or after such
Participant attains age 65, or age 55 with 10 years of service to the Company or
any Subsidiary.

     

         "Stock Appreciation Right" means, with respect to shares of Common Stock, the right to receive a
payment from the Company in cash and/or shares of Common Stock equal to the
product of (i) the excess, if any, of the Fair Market Value of one share of
Common Stock on the exercise date over a specified price fixed by the Committee
on the grant date, multiplied by (ii) a stated number of shares of Common
Stock.

     

         "Subsidiary" means
any corporation in which the Company owns, directly or indirectly, stock
representing 50% or more of the combined voting power of all classes of stock
entitled to vote, and any other business organization, regardless of form, in
which the Company possesses, directly or indirectly, 50% or more of the total
combined equity interests in such organization.

     

         “Ten Percent Holder”
has the meaning given in Section 5.2. 

     

         2.2 Gender and Number. Except when otherwise indicated by the context, words in the masculine
gender used in the Plan shall include the feminine gender, the singular shall
include the plural, and the plural shall include the singular.

     

    ARTICLE 3 
POWERS OF THE COMMITTEE

     

         3.1 Eligibility and Participation. Participants in the Plan shall be those
Employees or prospective Employees designated by the affirmative action of the
Committee (or its delegate) to participate in the Plan. Non-Employee Directors
shall only be eligible to participate in the Plan in accordance with Section
5.6.

     

    5 

     

    

    
    


         3.2 Power to Grant and Establish Terms of Awards. Subject to Code Section 409A, other applicable
laws, and the terms of the Plan, the Committee shall have the discretionary
authority to determine the Employees to whom Awards shall be granted, the type
or types of Awards to be granted and the terms and conditions of any and all
Awards including, without limitation, the number of shares of Common Stock
subject to an Award, the time or times at which Awards shall be granted, the
terms and conditions of applicable Award Agreements and, if required by the
Committee as a condition to an Award, the form and substance of any
Confidentiality and Noncompetition Agreements. The Committee may establish
different terms and conditions for different types of Awards, for different
Participants receiving the same type of Award, and for the same Participant for
each Award such Participant may receive, whether or not granted at the same or
different times.

     

         3.3 Administration. The
Committee shall be responsible for the administration of the Plan. Any Awards
granted by the Committee may be subject to such conditions, not inconsistent
with the terms of the Plan, as the Committee shall determine, in its sole
discretion. The Committee shall have discretionary authority to prescribe, amend
and rescind rules and regulations relating to the Plan, to provide for
conditions deemed necessary or advisable to protect the interests of the
Company, to interpret the Plan and to make all other determinations necessary or
advisable for the administration and interpretation of the Plan and to carry out
its provisions and purposes. Any determination, interpretation or other action
made or taken (including any failure to make any determination or
interpretation, or take any other action) by the Committee pursuant to the
provisions of the Plan shall be final, binding and conclusive for all purposes
and upon all persons and shall be given deference in any proceeding with respect
thereto.

     

         3.4 Delegation by the Committee. All of the powers, duties and responsibilities
of the Committee specified herein may, to the fullest extent permitted by
applicable law, be exercised and performed by a committee of two or more Company
employees, which shall include the Company's Chief Executive Officer, to the
extent authorized by the Committee to exercise and perform such powers, duties
and responsibilities; provided that, the Committee shall not delegate its
authority with respect to the compensation of any "officer" within the meaning
of Rule 16(a)-1(f) promulgated under the Exchange Act or any "covered employee"
within the meaning of Section 162(m)(3) of the Code (or any person who, in the
Committee’s judgment, is likely to be a “covered employee” at any time during
the period an Award hereunder to such person would be outstanding).

     

         3.5 Performance-Based Compensation. Notwithstanding anything to the contrary
contained in the Plan, to the extent the Committee determines on the grant date
that an Award shall qualify as "other performance based compensation" within the
meaning of Section 162(m)(4) of the Code, the Committee shall not exercise any
subsequent discretion otherwise authorized under the Plan with respect to such
Award if the exercise of the Committee's discretion would cause such award to
fail to qualify as "other performance based compensation."

     

         3.6 Participants Based Outside the United States. Notwithstanding anything to the contrary
herein, the Committee, in order to conform with provisions of local laws and
regulations in foreign countries in which the Company or its Subsidiaries
operate, shall have sole discretion to (i) modify the terms and conditions of
Awards granted to Participants employed outside the United States, (ii)
establish subplans with modified exercise procedures and such other
modifications as may be necessary or advisable under the circumstances presented
by local laws and regulations, and (iii) take any action which it deems
advisable to obtain, comply with or otherwise reflect any necessary governmental
regulatory procedures, exemptions or approvals with respect to the Plan or any
subplan established hereunder.

     

    6 

     

    

    
    


    ARTICLE 4
STOCK SUBJECT TO
PLAN

     

         4.1 Number. Subject to
the provisions of this Article 4, the maximum number of shares of Common Stock
available for Awards under the Plan and issuable in respect of outstanding
awards granted shall not exceed 10,002,500 shares of Common Stock. The shares of
Common Stock to be delivered under the Plan may consist, in whole or in part, of
Common Stock held in treasury or authorized but unissued shares of Common Stock,
not reserved for any other purpose.

     

         4.2 Canceled, Terminated, or Forfeited Awards, etc. Shares subject to any Award granted hereunder
that for any reason are canceled, terminated, forfeited, or otherwise settled
without the issuance of Common Stock after the effective date of the Plan shall
again be available for grant under the Plan, subject to the maximum limitation
specified in Section 4.1. Without limiting the generality of this Section 4.2,
(i) shares of Common Stock withheld by the Company to satisfy any withholding
obligation of a Participant pursuant to Section 11.4 shall not reduce the
maximum share limitation specified in Section 4.1 and shall again be available
for grant under the Plan, (ii) shares of Common Stock tendered by a Participant
to pay the exercise price of any Options shall not reduce the maximum share
limitation specified in Section 4.1 and shall again be available for grant under
the Plan, and (iii) shares of Common Stock issued in connection with Awards that are assumed,
converted or substituted pursuant to an Adjustment Event or Change in Control
(i.e., Alternative Awards) will not further reduce the maximum share limitation
specified in Section 4.1. For purposes of this Article 4, if a Stock
Appreciation Right is granted in tandem with an Option so that only one may be
exercised with the other being surrendered on such exercise in accordance with
Section 5.7, the number of Shares subject to the tandem Option and Stock
Appreciation Right award shall only be taken into account once (and not as to
both awards).

     

         4.3 Individual Award Limitations. Subject to the provisions of Section 4.4, the
following individual Award limits shall apply:

     

         a. During any 36-month period, no Participant shall receive Options or
Stock Appreciation Rights covering more than 734,000 shares of Common Stock;
and 

     

         b. During any 36-month period, no Participant shall receive any Awards
that are subject to performance measures covering more than 734,000 shares of
Common Stock; provided that this number of shares of Common Stock shall be
proportionately adjusted on a straight-line basis for Performance Periods of
shorter or longer duration, not to exceed five years. 

     

         4.4 Adjustment in Capitalization. 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 under the
Plan, then the Committee shall, in such manner as the Committee shall deem
equitable, adjust any or all of (i) the number and kind of shares which
thereafter may be awarded or optioned and sold under the Plan (including,
without limitation, adjusting any limits on the number and types of Awards that
may be made under the Plan), (ii) the number and kind of shares subject to each
Automatic Non-Employee Director Option to be granted to Non-Employee Directors
pursuant to Section 5.6, but only with respect to Adjustment Events occurring
subsequent to the IPO Date, (iii) the number and kind of shares subject to
outstanding Awards, and (iv) the grant, exercise or conversion price with
respect to any Award. In addition, the Committee may make provisions for a cash
payment to a Participant or a person who has an outstanding Award. The decision
of the Committee regarding any such adjustment shall be final, binding and
conclusive. The number of shares of Common Stock subject to any Award shall be
rounded to the nearest whole number. Any such adjustment shall be consistent
with Sections 424, 409A and 162(m) of the Code to the extent the Awards subject
to adjustment are subject to such Sections of the Code.

     

    7 

     

    

    
    


    ARTICLE 5
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

     

         5.1 Grant. At such time
or times as shall be determined by the Committee, Options may be granted to
Participants other than Non-Employee Directors; provided, however, that prior to
the IPO Date, Options may be granted to Non-Employee Directors. Options pursuant
to this Plan may be of two types: (i) "incentive stock options" within the
meaning of Section 422 of the Code ("ISOs") and (ii) non-statutory stock options
("NSOs"), which are not ISOs. The grant date of an Option under the Plan will be
the date on which the Option is awarded by the Committee or such other future
date as the Committee shall determine in its sole discretion. Each Option shall
be evidenced by an Award Agreement that shall specify the type of Option
granted, the exercise price, the duration of the Option, the number of shares of
Common Stock to which the Option pertains, the conditions upon which the Option
or any portion thereof shall become vested or exercisable, and such other terms
and conditions not inconsistent with the Plan as the Committee shall determine, including customary
representations, warranties and covenants with respect to securities law
matters. For the avoidance of doubt, ISOs may only be granted to Employees who
are treated as common law employees of the Company or any Subsidiary Corporation
(as defined in Section 424(f) of the Code). To the extent that the aggregate
Fair Market Value (determined on the date the Option is granted) of shares of
Common Stock with respect to which Options designated as ISOs are exercisable
for the first time by a Participant during any calendar year (under this Plan or
any other plan of the Company, or any parent or subsidiary as defined in Section
424 of the Code) exceed the amount (currently $100,000) established by the Code,
such options shall constitute NSOs. 

     

         5.2 Exercise Price. Each Option granted pursuant to the Plan shall have an exercise price per
share of Common Stock determined by the Committee; provided that such per share
exercise price of any Option may not be less than the Fair Market Value of one
share of Common Stock on the date the Option is granted; provided further, that
if an ISO shall be granted to any person who, at the time such Option is
granted, owns capital stock possessing more than ten percent of the total
combined voting power of all classes of capital stock of the Company (or of any
parent or subsidiary as defined in Section 424 of the Code) (a “Ten Percent
Holder”), the per share exercise price shall be the price (currently 110% of
Fair Market Value) required by the Code in order to constitute an ISO.


     

         5.3 Exercisability. Each Option awarded to a Participant under the Plan shall become
exercisable based on the performance of a minimum period of service or the
occurrence of any event or events, including a Change in Control, as the
Committee shall determine, either at or after the grant date. No Option shall be
exercisable on or after the tenth anniversary of its grant date; provided that
if an ISO shall be granted to a Ten Percent Holder, such ISO shall not be
exercisable on or after the fifth anniversary of its grant date. Except as
otherwise provided in the Plan, the applicable Award Agreement or as determined
by the Committee at or after the grant date, after becoming exercisable each
installment of an Option shall remain exercisable until expiration, termination
or cancellation of the Option and, until such time, may be exercised from time
to time in whole or in part, up to the total number of shares of Common Stock
with respect to which it is then exercisable.

     

    8 

     

    

    
    


         5.4 Payment. The
Committee shall establish procedures governing the exercise of Options, which
procedures shall generally require that written notice of exercise thereof be
given and that the exercise price thereof be paid in full at the time of
exercise (i) in cash or cash equivalents, including by personal check, or (ii)
in accordance with such other procedures or in such other forms as the Committee
shall from time to time determine. The exercise price of any Options exercised
may be paid in full or in part in the form of Mature Shares, based on the Fair
Market Value of such Mature Shares on the date of exercise, subject to such
rules and procedures as may be adopted by the Committee. As soon as practicable
after receipt of a written exercise notice and payment of the exercise price in
accordance with this Section 5.4, the Company shall deliver to the Participant a
certificate or certificates representing the shares of Common Stock acquired
upon the exercise thereof, bearing appropriate legends if
applicable.

     

         5.5 Prohibition Against Repricing. Notwithstanding any provision in this Plan
to the contrary and subject to Section 4.4, the Board and the Committee shall
not have the power or authority to reduce, whether through amendment or
otherwise, the exercise price of any outstanding Option or to grant any new
Options with a lower exercise price in substitution for or upon the cancellation
of Options previously granted without the affirmative vote of a majority of the
voting power of the shares of capital stock of the Company represented at a
meeting in which such action is considered for approval. Any such reduction of
exercise price or regranting of such Options, as the case may be, shall be made
in compliance with Section 1.409A(b)(5)(v) of the Regulations so as not to be treated as
providing for the deferral of compensation.

     

         5.6 Automatic Grants of Options to Non-Employee Directors. From and after and subject to the occurrence
of the IPO Date, the Company shall grant NSOs to Non-Employee Directors pursuant
to this Section 5.6, which grants shall be automatic and nondiscretionary and
otherwise subject to the terms and conditions set forth in this Section 5.6 and
the terms of the Plan including Section 4.4 (“Automatic Non-Employee Director
Options”). Each Non-Employee Director shall be automatically granted a NSO to
purchase 3,000 shares of Common Stock (an “Initial Option”) on the date the
Non-Employee Director first joins the Board, and thereafter shall be
automatically granted a NSO to purchase 3,000 shares of Common Stock (the
“Annual Options”) on the date immediately following the Company’s annual meeting
of stockholders beginning with the annual meeting in 2005; provided, however,
that he or she is then a director of the Company and, provided, further, that as
of such date, such director shall have served on the Board for at least the
preceding six (6) months. 

     

         The term of each Automatic Non-Employee
Director Option shall be eight (8) years. The option price per share of Common
Stock purchasable under an Automatic Non-Employee Director Option shall be 100%
of the Fair Market Value of the Common Stock on the date of grant. Each
Automatic Non-Employee Director Option shall vest on the anniversary of the date
of grant. Unless otherwise determined by the Committee at or after the grant
date, if a Non-Employee Director ceases to be a member of the Board for any
reason, the Non-Employee Director (or the Non-Employee Director’s beneficiary or
legal representative) may exercise any Automatic Non-Employee Director
Options that are exercisable on the date of the
Non-Employee Director ceases to be a member of the Board until the expiration of
the term of such Automatic Non-Employee Director Options. Any Automatic
Non-Employee Director Options that are not then exercisable shall be forfeited
and canceled as of the date the Non-Employee Director ceases to be a member of
the Board.

     

    9 

     

    

    
    


         In the event that the number of shares of
Common Stock available for grant under the Plan is not sufficient to accommodate
the Automatic Non-Employee Director Options, then the remaining shares of Common
Stock available for Automatic Non-Employee Director Options shall be granted to
Non-Employee Directors on a pro-rata basis. No further grants shall be made
until such time, if any, as additional shares of Common Stock become available
for grant under the Plan through action of the Board and/or the stockholders of
the Company to increase the number of shares of Common Stock that may be issued
under the Plan or through cancellation or expiration of Awards previously
granted hereunder. 

     

         5.7 Stock Appreciation Rights.

     

         a. Grant. Stock Appreciation Rights may be granted to
Participants other than Non-Employee Directors at such time or times as shall be
determined by the Committee. Stock Appreciation Rights may be granted in tandem
with Options which, unless otherwise determined by the Committee at or after the
grant date, shall have substantially similar terms and conditions to such
Options to the extent applicable, or may be granted on a freestanding basis, not
related to any Option. The grant date of any Stock Appreciation Right under the
Plan will be the date on which the Stock Appreciation Right is awarded by the
Committee or such other future date as the Committee shall determine in its sole
discretion; provided that the grant date of any Stock Appreciation Right granted
in tandem with an ISO shall be the same date that the ISO is awarded. No Stock
Appreciation Right shall be exercisable on or after the tenth anniversary of its
grant date. Stock Appreciation Rights shall be evidenced in writing, whether as
part of the Award Agreement
governing the terms of the Options, if any, to which such Stock Appreciation
Right relates or pursuant to a separate Award Agreement with respect to
freestanding Stock Appreciation Rights, in each case, containing such provisions
not inconsistent with the Plan as the Committee shall determine, including
customary representations, warranties and covenants with respect to securities
law matters.

     

         b. Exercise. Stock Appreciation Rights awarded to a
Participant under the Plan shall become exercisable based on the performance of
a minimum period of service or the occurrence of any event or events, including
a Change in Control, as the Committee shall determine, either at or after the
grant date; provided that, except as otherwise provided in this Plan, no Stock
Appreciation Right shall become exercisable prior to a Participant's completion
of one year of service for the Company or any Subsidiary. Stock Appreciation
Rights that are granted in tandem with an Option may only be exercised upon the
surrender of the right to exercise such Option for an equivalent number of
shares of Common Stock, and may be exercised only with respect to the shares of
Common Stock for which the related Option is then exercisable.

     

         c. Settlement. Subject to Section 11.4, upon exercise of a
Stock Appreciation Right, the Participant shall be entitled to receive payment
in the form, determined by the Committee, of cash or shares of Common Stock
having a Fair Market Value equal to such cash amount, or a combination of shares
of Common Stock and cash having an aggregate value equal to such amount,
determined by multiplying:

     

         i. any increase in the Fair Market Value of one share of Common Stock on
the exercise date over the price fixed by the Committee on the grant date of
such Stock Appreciation Right, which may not be less than the Fair Market Value
of a share of Common Stock on the grant date of such Stock Appreciation Right
(except if awarded in tandem with a NSO but after the grant date of such NSO,
then not less than the exercise price of such NSO), by

     

    10 

     

    

    
    


         ii. the number of shares of Common Stock with respect to which the Stock
Appreciation Right is exercised; provided, however, that on the grant date, the
Committee may establish, in its sole discretion, a maximum amount per share
which will be payable upon exercise of a Stock Appreciation Right.

     

         5.8 Termination of Employment.

     

         a. Due to Death or Disability.
Unless otherwise
determined by the Committee at or after the grant date, if a Participant's
employment terminates by reason of such Participant's death or Disability, any
Option or Stock Appreciation Right granted to such Participant shall become
fully vested and immediately exercisable in full and may be exercised by the
Participant (or the Participant's beneficiary or legal representative) until the
earlier of (i) the twelve-month anniversary of the date of such termination, and
(ii) the expiration of the term of such Option or Stock Appreciation
Right.

     

         b. Due to Retirement. Unless otherwise determined by the Committee
at or after the grant date, if a Participant's employment terminates due to his
or her Retirement, the Participant (or the Participant's beneficiary or legal
representative) may exercise any Options and Stock Appreciation
Rights that are exercisable on the date of
his or her Retirement until the
earlier of (i) the twelve-month anniversary following the date of the
Participant's Retirement, and (ii) the expiration of the term of such Options or
Stock Appreciation Rights. Any Options and Stock Appreciation Rights that are
not then exercisable upon the Participant’s Retirement shall be forfeited and
canceled as of the date of such termination.

     

         c. For Cause. If a Participant's employment is terminated by
the Company or any Subsidiary for Cause (or if, following the date of
termination of the Participant's employment for any reason, the Committee
determines that circumstances exist such that the Participant's employment could
have been terminated for Cause), any Options and Stock Appreciation Rights
granted to such Participant, whether or not then exercisable, shall be
immediately forfeited and canceled as of the date of such
termination.

     

         d. For Any Other Reason. Unless otherwise determined by the Committee
at or after the grant date, if a Participant's employment is terminated for any
reason other than one described in Section 5.8(a), (b) or (c), the Participant
may exercise any Options and Stock Appreciation Rights that are exercisable on
the date of such termination until the earlier of (i) the 90th day following the date of such termination, and (ii) the expiration of
the term of such Options or Stock Appreciation Rights. Any Options and Stock
Appreciation Rights that are not exercisable upon termination of a Participant's
employment shall be forfeited and canceled as of the date of such
termination.

     

         5.9 Committee Discretion. Notwithstanding anything to the contrary contained in this Article 5, the
Committee may, subject to the provisions of Code Section 409A, at or after the
date of grant, accelerate or waive any conditions to the exercisability of any
Option or Stock Appreciation Right or Automatic Non-Employee Director Options
granted under the Plan, and may permit all or any portion of any such Option or
Stock Appreciation Right or Automatic Non-Employee Director Option to be
exercised following the termination of a Participant’s employment, or the
failure of a Participant to remain a member of the Board, for any reason on such
terms and subject to such conditions as the Committee shall determine. The
forgoing notwithstanding, the Committee may not extend the term of any Option or
Stock Appreciation Right or Automatic Non-Employee Director Option.


     

    11 

     

    

    
    


    ARTICLE 6 
PERFORMANCE STOCK AND PERFORMANCE UNITS

     

         6.1 Grant. Performance
Stock and Performance Units may be granted to Participants other than
Non-Employee Directors at such time or times as shall be determined by the
Committee. The grant date of any Performance Stock or Performance Units under
the Plan will be the date on which such Performance Stock or Performance Units
are awarded by the Committee or on such other future date as the Committee shall
determine in its sole discretion. Performance Stock and Performance Units shall
be evidenced by an Award Agreement that shall specify the number of shares of
Common Stock to which the Performance Stock and the Performance Units pertain,
the Restriction Period, and such other terms and conditions not inconsistent
with the Plan as the Committee shall determine, including customary
representations, warranties and covenants with respect to securities law
matters. No shares of Common Stock will be issued at the time an Award of
Performance Units is made, and the Company shall not be required to set aside a
fund for the payment of any such Award.

     

         6.2 Vesting.

     

         a. In General. Performance Stock and Performance Units
granted to a Participant under the Plan shall be subject to a Restriction
Period, which shall lapse upon the attainment of specified performance
objectives or the occurrence of any event or events, including a Change in
Control, as the Committee shall determine, either at or after the grant date. No
later than the 90th day after the applicable Performance Period
begins (or such other date as may be required or permitted under Section 162(m)
of the Code, if applicable), the Committee shall establish the performance
objectives upon which the Restriction Period shall lapse.

     

         b. Performance Objectives. Any such performance objectives will be based
upon the relative or comparative achievement of one or more of the following
criteria: (i) earnings before or after taxes, interest, depreciation, and/or
amortization; (ii) net earnings (before or after taxes); (iii) net income
(before or after taxes); (iv) operating income before or after depreciation and
amortization (and including or excluding capital expenditures); (v) operating
income (before or after taxes); (vi) operating profit (before or after taxes);
(vii) book value; (viii) earnings per share (before or after taxes); (ix) market
share; (x) return measures (including, but not limited to, return on capital,
invested capital, assets, equity); (xi) margins; (xii) share price (including,
but not limited to, growth measures and total shareholder return); (xiii)
comparable or same store sales; (xiv) sales or product volume growth; (xv)
productivity improvement or operating efficiency; (xvi) costs or expenses;
(xvii) shareholders’ equity; (xviii) revenues or sales; (xix) cash flow
(including, but not limited to, operating cash flow, free cash flow, and cash
flow return on capital); (xx) revenue-generating unit-based metrics; (xxi)
expense targets; (xxii) individual performance objectives; (xxiii) working
capital targets; (xxiv) measures of economic value added; (xxv) inventory
control; or (xxvi) enterprise value.

     

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         c. Special Rules Relating to Performance
Objectives. Performance
objectives may be established on an individual or a Company-wide basis or with
respect to one or more Company business units or divisions, or Subsidiaries; and
either in absolute terms, relative to the performance of one or more similarly
situated persons or companies, or relative to the performance of an index
covering a peer group of companies. When establishing performance objectives for
the applicable Performance Period, the Committee may exclude any or all
"extraordinary items" as determined under U.S. generally accepted accounting
principals including, without limitation, the charges or costs associated with
restructurings of the Company, discontinued operations, other unusual or
non-recurring items, and the cumulative effects of accounting changes, and as
identified in the Company's financial statements, notes to the Company's
financial statements or management's discussion and analysis of financial
condition and results of operations contained in the Company's most recent
annual report filed with the U.S. Securities and Exchange Commission pursuant to
the Exchange Act.

     

         d. Certification of Attainment of Performance
Objectives. The
Restriction Period with respect to any Performance Stock or Performance Units
shall lapse upon the written certification by the Committee that the performance
objective or objectives for the applicable Performance Period have been
attained. The Committee may provide at the time of grant that if the performance
objective or objectives are attained in part, the Restriction Period with
respect to a specified portion (which may be zero) of any Performance Stock or
Performance Units will lapse.

     

         e. Newly Eligible Participants.
Notwithstanding anything
in this Article 6 to the
contrary, the Committee shall be entitled to make such rules, determinations and
adjustments as it deems appropriate with respect to any Participant who becomes
eligible to receive an Award of Performance Stock or Performance Units after the
commencement of a Performance Period.

     

         6.3 Additional Provisions Relating to Performance Stock.

     

         a. Restrictions on Transferability.
Except as provided in
Section 11.1 or in an Award Agreement, no Performance Stock may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated until the
lapse of the Restriction Period. Thereafter, Performance Stock may only be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated in
compliance with all applicable securities laws, the Award Agreement and any
other agreement to which the Performance Stock is subject. The Committee shall
require that any stock certificates evidencing any Performance Stock be held in
the custody of the Secretary of the Company until the applicable Restriction
Period lapses, and that, as a condition of any grant of Performance Stock, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the shares of Common Stock covered by such Award. Any attempt by a Participant,
directly or indirectly, to offer, transfer, sell, pledge, hypothecate or
otherwise dispose of any Performance Stock or any interest therein or any rights
relating thereto without complying with the provisions of the Plan, including
this Section 6.3, shall be void and of no effect.

     

         b. Legend. Each certificate evidencing shares of Common
Stock subject to an Award of Performance Stock shall be registered in the name
of the Participant holding such Performance Stock and shall bear the following
(or similar) legend:

     

         "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE CABELA'S INCORPORATED 2004
STOCK PLAN AND THE RELATED AWARD AGREEMENT AND NEITHER THIS CERTIFICATE NOR THE
SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN
ACCORDANCE WITH SUCH PLAN AND AWARD AGREEMENT, COPIES OF WHICH ARE ON FILE WITH
THE SECRETARY OF THE COMPANY."

     

    13 

     

    

    
    


         c. Rights as a Stockholder. Unless otherwise determined by the Committee
at or after the grant date, a Participant holding outstanding Performance Stock
shall be entitled to (i) receive all dividends and distributions paid in respect
of the shares of Common Stock underlying such Award; provided that, if any such
dividends or distributions are paid in shares of Common Stock or other
securities, such shares and other securities shall be subject to the same
Restriction Period and other restrictions as apply to the Performance Stock with
respect to which they were paid, and (ii) exercise full voting rights and other
rights as a stockholder with respect to the shares of Common Stock underlying
such Award during the period in which such shares remain subject to the
Restriction Period.

     

         6.4 Additional Provisions Relating to Performance Units.

     

         a. Restrictions on Transferability.
Unless and until the
Company issues a certificate or certificates to a Participant for shares of
Common Stock in respect of his or her Award of Performance Units, no Performance
Units may be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated. Upon issuance of such certificate or certificates and if such
shares of Common Stock remain subject to the Restriction Period, such shares
shall be subject to the provisions of Section 6.3 until the lapse of the
Restriction Period. Any attempt by a Participant, directly or indirectly, to
offer, transfer, sell, pledge, hypothecate or otherwise dispose of any
Performance Units or any interest therein or any rights relating thereto without
complying with the provisions of the Plan, including this Section 6.4, shall be
void and of no effect.

     

         b. Rights as a Stockholder. The Committee shall determine whether and to
what extent Dividend Equivalents will be credited to the account of, or paid
currently to, a Participant receiving an Award of Performance Units. Unless
otherwise determined by the Committee at or after the grant date, (i) any cash
Dividend Equivalents credited to the Participant's account shall be deemed to
have been invested in additional Performance Units on the record date
established for the related dividend or distribution in an amount equal to the
greatest whole number which may be obtained by dividing (A) the value of such
dividend or distribution on the record date by (B) the Fair Market Value of one
share of Common Stock on such date, and such additional Performance Units shall
be subject to the same terms and conditions as are applicable in respect of the
Performance Units with respect to which such Dividend Equivalents were payable,
and (ii) if any such dividends or distributions are paid in shares of Common
Stock or other securities, such shares of Common Stock and other securities
shall be subject to the same Restriction Period and other restrictions as apply
to the Performance Units with respect to which they were paid. Unless and until
the Company issues a certificate or certificates to a Participant for shares of
Common Stock in respect of his or her Award of Performance Units, or otherwise
determined by the Committee at or after the grant date, a Participant holding
outstanding Performance Units shall not be entitled to exercise any voting
rights and any other rights as a stockholder with respect to the shares of
Common Stock underlying such Award.

     

    14 

     

    

    
    


         c. Settlement of Performance Units.
Unless the Committee
determines otherwise at or after the grant date, as soon as reasonably
practicable after, but no later than sixty (60) days following, the lapse of the
Restriction Period with respect to any Performance Units then held by a
Participant, the Company shall issue to the Participant a certificate or
certificates for the shares of Common Stock underlying such Performance Units
(plus additional shares of Common Stock for each Performance Unit credited in
respect of Dividend Equivalents) or, if the Committee so determines in its sole
discretion, an amount in cash equal to the Fair Market Value of such shares of
Common Stock.

     

         6.5 Termination of Employment. 

     

         a. Due to Death, Disability or Retirement.
Unless otherwise
determined by the Committee at or after the grant date, if a Participant's
employment terminates by reason of such Participant's death, Disability, or
Retirement, the Restriction Period on all of the Participant's Performance Stock
and Performance Units shall lapse only to the extent that the applicable
performance objectives (pro rated through the date of termination) have been
achieved through the date of termination. Any Performance Stock and Performance
Units for which the Restriction Period has not then lapsed shall be forfeited
and canceled as of the date of such termination.

     

         b. For Any Other Reason. Unless otherwise determined by the Committee
at or after the grant date, if a Participant's employment is terminated for any
reason other than one described in Section 6.5(a), any Performance Stock and
Performance Units granted to such Participant shall be immediately forfeited and
canceled as of the date of such termination of employment.

     

    ARTICLE 7
RESTRICTED STOCK AND RESTRICTED STOCK UNITS

     

         7.1 Grant. Restricted
Stock and Restricted Stock Units may be granted to Participants other than
Non-Employee Directors at such time or times as shall be determined by the
Committee. The grant date of any Restricted Stock or Restricted Stock Units
under the Plan will be the date on which such Restricted Stock or Restricted
Stock Units are awarded by the Committee or on such other future date as the
Committee shall determine in its sole discretion. Restricted Stock and
Restricted Stock Units shall be evidenced by an Award Agreement that shall
specify the number of shares of Common Stock to which the Restricted Stock and
the Restricted Stock Units pertain, the Restriction Period and such terms and
conditions not inconsistent with the Plan as the Committee shall determine,
including customary representations, warranties and covenants with respect to
securities law matters. No shares of Common Stock will be issued at the time an
Award of Restricted Stock Units is made and the Company shall not be required to
set aside a fund for the payment of any such Award.

     

         7.2 Vesting. Restricted
Stock and Restricted Stock Units granted to a Participant under the Plan shall
be subject to a Restriction Period, which shall lapse upon the performance of a
minimum period of service, or the occurrence of any event or events, including a
Change in Control, as the Committee shall determine, either at or after the
grant date; provided that, except as otherwise provided in this Plan, the
Restriction Period on any Restricted Stock or Restricted Stock Units shall not
lapse prior to a Participant's completion of one year of service to the Company
or any Subsidiary following the grant date.

     

    15 

     

    

    
    


         7.3 Additional Provisions Relating to Restricted Stock.

     

         a. Restrictions on Transferability.
Except as provided in
Section 11.1 or in an Award Agreement, no Restricted Stock may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
lapse of the Restriction Period. Thereafter, Restricted Stock may only be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated in
compliance with all applicable securities laws, the Award Agreement and any
other agreement to which the Restricted Stock is subject. The Committee shall
require that any stock certificates evidencing any Restricted Stock be held in
the custody of the Secretary of the Company until the applicable Restriction
Period lapses, and that, as a condition of any grant of Restricted Stock, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the shares covered by such Award. Any attempt by a Participant, directly or
indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose
of any Restricted Stock or any interest therein or any rights relating thereto
without complying with the provisions of the Plan, including this Section 7.3,
shall be void and of no effect.

     

         b. Legend. Each certificate evidencing shares of Common
Stock subject to an Award of Restricted Stock shall be registered in the name of
the Participant holding such Restricted Stock and shall bear the legend (or
similar legend) as specified in Section 6.3(b).

     

         c. Rights as a Stockholder. Unless otherwise determined by the Committee
at or after the grant date, a Participant holding outstanding Restricted Stock
shall be entitled to (i) receive all dividends and distributions paid in respect
of shares of Common Stock underlying such Award; provided that, if any such
dividends or distributions are paid in shares of Common Stock or other
securities, such shares and other securities shall be subject to the same
Restriction Period and other restrictions as apply to the Restricted Stock with
respect to which they were paid, and (ii) exercise full voting rights and other
rights as a stockholder with respect to the shares of Common Stock underlying
such Award during the period in which such shares remain subject to the
Restriction Period.

     

         7.4 Additional Provisions Relating to Restricted Stock
Units.

     

         a. Restrictions on Transferability.
Unless and until the
Company issues a Participant shares of Common Stock in respect of his or her
Award of Restricted Stock Units, no Restricted Stock Units may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated. Upon
issuance of such shares and if such shares of Common Stock remain subject to the
Restriction Period, such shares shall be subject to the provisions of Section
7.3 until the lapse of the Restriction Period. Any attempt by a Participant,
directly or indirectly, to offer, transfer, sell, pledge, hypothecate or
otherwise dispose of any Restricted Stock Units or any interest therein or any
rights relating thereto without complying with the provisions of the Plan,
including this Section 7.4, shall be void and of no effect.

     

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         b. Rights as a Stockholder. The Committee shall determine whether and to
what extent Dividend Equivalents will be credited to the account of, or paid
currently to, a Participant receiving an Award of Restricted Stock Units. Unless
otherwise determined by the Committee at or after the grant date, (i) any cash
Dividend Equivalents credited to the Participant's account shall be deemed to
have been invested in additional Restricted Stock Units on the record date
established for the related dividend or distribution in an amount equal to the
greatest whole number which may be obtained by dividing (A) the value of such
dividend or distribution on the record date by (B) the Fair Market Value of one
share of Common Stock on such date, and such additional Restricted Stock Units
shall be subject to the same terms and conditions as are applicable in respect
of the Restricted Stock Units with respect to which such Dividend Equivalents
were payable, and (ii) if any such dividends or distributions are paid in shares
of Common Stock or other securities, such shares and other securities shall be
subject to the same Restriction Period and other restrictions as apply to the
Restricted Stock Units with respect to which they were paid. Unless and until
the Company issues a certificate or certificates to a Participant for shares of
Common Stock in respect of his or her Award of Restricted Stock Units, or
otherwise determined by the Committee at or after the grant date, a Participant
holding outstanding Restricted Stock Units shall not be entitled to exercise any
voting rights and any other rights as a stockholder with respect to the shares
of Common Stock underlying such Award.

     

         c. Settlement of Restricted Stock Units.
Unless the Committee
determines otherwise at or after the grant date, as soon as reasonably
practicable after, but no later than sixty (60) days following, the lapse of the
Restriction Period with respect to any Restricted Stock Units, the Company shall
issue the shares of Common Stock underlying such Restricted Stock Unit (plus
additional shares of Common Stock for each Restricted Stock Unit credited in
respect of Dividend Equivalents) or, if the Committee so determines in its sole discretion, an amount
in cash equal to the Fair Market Value of such shares of Common
Stock.

     

         7.5 Termination of Employment. Unless otherwise determined by the Committee at or after the grant date,
(i) if a Participant's employment is terminated due to his or her death or
Disability during the Restriction Period, a pro rata portion of the shares of
Common Stock underlying any Awards of Restricted Stock and Restricted Stock
Units then held by such Participant shall no longer be subject to the
Restriction Period, based on the number of months the Participant was employed
during the applicable period, and all Restricted Stock and Restricted Stock
Units for which the Restriction Period has not then lapsed shall be forfeited
and canceled as of the date of such termination, and (ii) if a Participant's
employment is terminated for any other reason during the Restriction Period, any
Restricted Stock and Restricted Stock Units held by such Participant for which
the Restriction Period has not then expired shall be forfeited and canceled as
of the date of such termination.

     

         ARTICLE 8
CHANGE IN CONTROL

     

         8.1 In General. Unless
the Committee otherwise determines in the manner set forth in Section 8.4, upon
the occurrence of a Change in Control, (i) all Options and Stock Appreciation
Rights and Automatic Non-Employee Director Options shall become exercisable,
(ii) the Restriction Period on all Restricted Stock and Restricted Stock Units
shall lapse immediately prior to such Change of Control, (iii) shares of Common
Stock underlying Awards of Restricted Stock Units shall be issued to each
Participant then holding such Award immediately prior to such Change in Control
or, at the discretion of the Committee (as constituted immediately prior to the
Change in Control), (iv) each such Option, Stock Appreciation Right, Automatic
Non-Employee Director Option and/or Restricted Stock Unit shall be canceled in
exchange for an amount equal to the product of (A)(I) in the case of Options and
Stock Appreciation Rights and Automatic Non-Employee Director Options, the
excess, if any, of the product of the Change in Control Price over the exercise
price for such Award, and (II) in the case of other such Awards, the Change in
Control Price, multiplied by (B) the aggregate number of shares of Common Stock
covered by such Award.

     

    17 

     

    

    
    


         8.2 Performance Stock and Performance Units. In the event of a Change in Control, (A) any
Performance Period in progress at the time of the Change in Control for which
Performance Stock or Performance Units are outstanding shall end effective upon
the occurrence of such Change in Control and (B) all Participants granted such
Awards shall be deemed to have earned a pro rata award equal to the product of
(I) such Participant's target award opportunity with respect to such Award for
the Performance Period in question and (II) the percentage of performance
objectives achieved as of the date on which the Change in Control occurs or, at
the discretion of the Committee (as constituted immediately prior to the Change
in Control) (C) each such Performance Unit shall be canceled in exchange for an
amount equal to the product of (I) the Change in Control Price, multiplied by
(II) the aggregate number of shares of Common Stock covered by such Performance
Unit. Any Performance Stock and Performance Units for which the applicable pro
rated performance objectives have not been achieved shall be forfeited and
canceled as of the date of such Change in Control.

     

         8.3 Timing of Payments. Payment of any amounts calculated in accordance with Sections 8.1 and 8.2
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 one share
of common stock of the New Employer shall be determined by the Committee (as
constituted immediately prior to the consummation of the transaction
constituting the Change in Control), in good faith.

     

         8.4 Alternative Awards. Notwithstanding Section 8.1, no cancellation, termination, acceleration
of exercisability or vesting, lapse of any Restriction Period or settlement or
other payment based on a Change in Control shall occur with respect to any
outstanding Award (other than an award of Performance Stock or Performance
Units), 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 such outstanding Awards shall be
honored or assumed, or new rights substituted therefor (such honored, assumed or
substituted Award being hereinafter referred to as an "Alternative Award") by
the New Employer, provided that any Alternative Award must: 

     

         a. be based on shares of common stock that are traded on an established
U.S. securities market; 

     

         b. provide the Participant (or each Participant in a class of
Participants) with rights and entitlements substantially equivalent to the
rights, terms and conditions applicable under such Award, including, but not
limited to, a substantially equivalent exercise or vesting schedule and
substantially equivalent timing and methods of payment; 

     

         c. have substantially equivalent economic value to such Award (determined
at the time of the Change in Control); 

     

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

     

    18 

     

    

    
    


         e. be granted in compliance with Section 1.409A(b)(5)(v)(D) of the
Regulations so as not to be treated as providing for the deferral of
compensation. 

     

         8.5 Termination of Employment Prior to Change in Control. In the event that any Change in Control
occurs, any Participant whose employment is terminated due to death or
Disability, on or after the date, if any, on which the stockholders of the
Company approve such Change in Control transaction, but prior to the
consummation thereof, shall be treated, solely for purposes of this Plan
(including, without limitation, this Article 8), as continuing in the Company's
employment until the occurrence of such Change in Control, and to have been
terminated immediately thereafter.

     

         ARTICLE 9
STOCKHOLDER RIGHTS

     

         Notwithstanding anything to the contrary in
the Plan, no Participant or Permitted Transferee shall have any voting or other
rights as a stockholder of the Company with respect to any Common Stock covered
by any Award until the issuance of Common Stock to the Participant or Permitted Transferee. Except as
otherwise provided in this Plan, 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.

     

    ARTICLE 10 
EFFECTIVE DATE, AMENDMENT, MODIFICATION,
AND TERMINATION OF
PLAN

     

         The Plan shall be effective upon its adoption
by the Board and approval by the stockholders of the Company within twelve (12)
months of the adoption by the Board, and shall continue in effect, unless sooner
terminated pursuant to this Article 10, until the tenth anniversary of the date
on which it is adopted by the Board (except as to Awards outstanding on that
date). The Board may at any time, subject to Code Section 409A and other
applicable laws, terminate or suspend the Plan, and from time to time may amend
or modify the Plan; provided that without the approval by a majority of the
votes cast at a meeting of stockholders at which a quorum representing a
majority of the shares of the Company entitled to vote generally in the election
of Directors is present in person or by proxy, no amendment or modification to
the Plan may (i) materially increase the benefits accruing to Participants under
the Plan, (ii) except as otherwise expressly provided in Section 4.4, increase
the number of shares of Common Stock subject to the Plan or the individual Award
limitations specified in Section 4.3, (iii) modify the requirements for
participation in the Plan or (iv) extend the term of the Plan. No amendment,
modification, or termination of the Plan shall in any manner adversely affect
any Award previously granted under the Plan, without the consent of the
Participant.

     

    19 

     

    

    
    


    ARTICLE 11
MISCELLANEOUS PROVISIONS

     

         11.1 Nontransferability of Awards. No Award shall be assignable or transferable
except by beneficiary designation, will or the laws of descent and distribution;
provided that the Committee may permit (on such terms and conditions as it shall
establish) in its sole discretion a Participant to transfer an Award (other than
an ISO) for no consideration to the Participant's child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Participant's household (other than a tenant or employee), a trust in which
these persons have more than fifty percent of the beneficial interest, a
foundation in which these persons (or the Participant) control the management of
assets, and any other entity in which these persons (or the Participant) own
more than fifty percent of the voting interests (individually, a "Permitted
Transferee"). Except to the extent required by law, no Award shall be subject to
any lien, obligation or liability of the Participant. All rights with respect to
Awards granted to a Participant under the Plan shall be exercisable during the
Participant's lifetime only by such Participant or, if applicable, his or her
Permitted Transferee(s). The rights of a Permitted Transferee shall be limited
to the rights conveyed to such Permitted Transferee, who shall be subject to and
bound by the terms of the Plan and the agreement or agreements between the
Participant and the Company.

     

         11.2 Beneficiary Designation. Each Participant under the Plan may from time to time name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid or by whom any right under the
Plan is to be exercised in case of his or her death. Each designation will
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during his lifetime. The spouse of a
married Participant, domiciled in
a community property jurisdiction, shall join in any designation of a
beneficiary other than such spouse. In the absence of any beneficiary
designation, or if all designated beneficiaries of a Participant predecease the
Participant, benefits remaining unpaid at the Participant's death shall be paid
to or exercised by the Participant's surviving spouse, if any, or otherwise to
or by his or her estate.

     

         11.3 No Guarantee of Employment or Participation. Nothing in the Plan shall interfere with or
limit in any way the right of the Company or any Subsidiary to terminate any
Participant's employment at any time, nor to confer upon any Participant any
right to continue in the employ of the Company or any Subsidiary. Except as
otherwise provided in Section 5.6, no Employee shall have a right to be selected
as a Participant, or, having been so selected, to receive any future
Awards.

     

         11.4 Tax Withholding. The Company shall have the right and power to deduct from all amounts
paid to a Participant in cash or shares (whether under this Plan or otherwise)
or to require a Participant to remit to the Company promptly upon notification
of the amount due, an amount (which may include shares of Common Stock) to
satisfy the minimum federal, state or local or foreign taxes or other
obligations required by law to be withheld with respect thereto with respect to
any Award under this Plan. In the case of any Award satisfied in the form of
shares of Common Stock, no shares of Common Stock shall be issued unless and
until arrangements satisfactory to the Committee shall have been made to satisfy
the statutory minimum withholding tax obligations applicable with respect to
such Award. The Company may defer payments of cash or issuance or delivery of
Common Stock until such requirements are satisfied. Without limiting the
generality of the foregoing, the Company shall have the right to retain, or the
Committee may, subject to such terms and conditions as it may establish from
time to time, permit Participants to elect to tender, shares of Common Stock
(including shares of Common Stock issuable in respect of an Award) to satisfy,
in whole or in part, the amount required to be withheld (provided that such
amount shall not be in excess of the minimum amount required to satisfy the
statutory withholding tax obligations).

     

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         11.5 Compliance with Legal and Exchange Requirements. The Plan, the granting, vesting and exercising
of Awards thereunder, and any obligations of the Company under the Plan, shall
be subject` to all applicable federal and state laws, rules, and regulations,
and to such approvals by any regulatory or governmental agency as may be
required, and to any rules or regulations of any exchange on which the Common
Stock is listed. The Company, in its discretion, may postpone the granting,
vesting, exercising and settlement of Awards, the issuance or delivery of shares
of Common Stock under any Award or any other action permitted under the Plan to
permit the Company, with reasonable diligence, to complete such stock exchange
listing or registration or qualification of such shares or other required action
under any federal or state law, rule, or regulation and may require any
Participant to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of shares of
Common Stock in compliance with applicable laws, rules, and regulations. The
Company shall not be obligated by virtue of any provision of the Plan to
recognize the vesting, exercise or settlement of any Award or to otherwise sell
or issue shares of Common Stock in violation of any such laws, rules or
regulations, and any postponement of the vesting, exercise or settlement of any
Award under this provision shall not extend the term of such Award. Neither the
Company nor its directors or officers shall have any obligation or liability to
a Participant with respect to any Award (or shares of Common Stock issuable
thereunder) that shall lapse because of such postponement.

     

         11.6 Indemnification. Each person who is or shall have been a member of the Committee, a
delegate of the Committee or a member of the Board shall be indemnified and held
harmless, to the full extent permitted by law, by the Company against and from
any loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any claim, action, suit or
proceeding to which he may be made a party or in which he may be involved by
reason of any action taken or failure to act under the Plan (provided that such
action or failure to act was in good faith) and against and from any and all
amounts paid by him in settlement thereof, with the Company's approval, or paid
by him in satisfaction of any judgment in any such action, suit or proceeding
against him, provided he shall give the Company an opportunity, at its own
expense, to handle and defend the same before he undertakes to handle and defend
it on his own behalf. The foregoing right of indemnification shall not be
exclusive and shall be independent of any other rights of indemnification to
which such persons may be entitled under the Company's Certificate of
Incorporation or By-laws, by contract, as a matter of law or
otherwise.

     

         11.7 No Limitation on Compensation. Nothing in the Plan shall be construed to
limit the right of the Company to establish other plans or to pay compensation
to its employees, in cash or property, in a manner which is not expressly
authorized under the Plan.

     

         11.8 409A Compliance. The Plan is intended to be administered in a manner consistent with the
requirements, where applicable, of Section 409A of the Code. Where reasonably
possible and practicable, the Plan shall be administered in a manner to avoid
the imposition on Participants of immediate tax recognition and additional taxes
pursuant to such Section 409A. Notwithstanding the foregoing, neither the
Company nor the Committee shall have any liability to any person in the event
such Section 409A applies to any such Award in a manner that results in adverse
tax consequences for a Participant or any of his or her beneficiaries or
transferees. 

     

         11.9 Governing Law. Except where preempted by federal law, the Plan and any Award Agreement
shall be construed in accordance with and governed by the laws of the State of
Delaware, without reference to principles of conflict of laws which would
require application of the law of another jurisdiction.

     

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         11.10 Severability; Blue Pencil. In the event that any one or more of the provisions of this Plan 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. 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.

     

         11.11 No Impact on Benefits. Except as may otherwise be specifically stated under any employee benefit
plan, policy or program, no amount payable in respect of any Award shall be
treated as compensation for purposes of calculating a Participant's right under
any such plan, policy or program.

     

         11.12 No Constraint on Corporate Action. Nothing in this Plan shall be construed (i) to
limit, impair or otherwise affect the Company's right or power to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure, or to merge or consolidate, or dissolve, liquidate, sell or
transfer all or any part of its business or assets or (ii) to limit the right or power of the Company or any
Subsidiary to take any action which such entity deems to be necessary or
appropriate.

     

         11.13 Headings and Captions. The headings and captions herein are provided for reference and
convenience only, shall not be considered part of this Plan, and shall not be
employed in the construction of this Plan.

     

         IN WITNESS WHEREOF, the Company has executed
this Plan on the 11th day of February, 2010. 

     

    
      	 	CABELA'S INCORPORATED
	
            	 
	
            	 
	
            	By:  	/s/ Thomas L.
      Millner
	
            	
            	Thomas L. Millner, President and
	
            	
            	Chief Executive Officer


    


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