exhibit102.htm


    
      

    

     

    Exhibit 10.2

    


    AMENDED
AND RESTATED

    MANAGEMENT
CHANGE OF CONTROL SEVERANCE AGREEMENT

    


    This
Amended and Restated Management Change of Control Severance Agreement (this
“Agreement”) is dated this          
day of                              ,        
(the “Effective Date”), by and among Cabela’s Incorporated, a Delaware
corporation (the “Company”), and                                     
(the “Executive”).

    


    W I T N E
S S E T H :

    


    WHEREAS,
the Executive is presently an officer or key employee of the
Company;

    


    WHEREAS,
the Executive and the Company are parties to an existing Management Change of
Control Severance Agreement (the “Original Agreement”);

    


    WHEREAS,
the Executive and the Company desire to enter into this Agreement to amend and
restate the Original Agreement to eliminate the tax gross-up provisions and make
certain clarifying changes to ensure that performance-based compensation is, to
the extent intended by the parties, in compliance with Section 162(m) of the
Code;

    


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

    


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

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

    


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

    


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

    


    (a)           Annual
Compensation.  The Executive’s “Annual Compensation” for
purposes of this Agreement shall be deemed to mean the sum of (i) the base
salary paid to the Executive by the Company or any subsidiary thereof during the
calendar year in which the Date of Termination occurs (determined on an
annualized basis) and (ii) the average of the incentive compensation award
granted to the Executive by the Company under the Cabela’s Incorporated
Performance Bonus Plan (or any predecessor or successor bonus plan) in each of
the two calendar years preceding the calendar year in which the Date of
Termination occurs (determined on an annualized basis).

    


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

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
           


        

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (g)           Date of
Termination.  “Date of Termination” shall mean:

    


    (i)           if
the Executive’s employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
such later date specified in the Notice of Termination, as the case may
be;

    


    (ii)           if
the Executive’s employment is terminated by the Company other than for Cause or
Disability, the date on which the Company notifies the Executive of such
termination;

    


    (iii)           if
the Executive resigns without Good Reason, the date on which the Executive
notifies the Company of such termination; and

    


    (iv)           if
the Executive’s employment is terminated by reason of death or Disability, the
date of death or Disability of the Executive, as the case may be.

    


    
      
        
           


        

        
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    (h)           Disability.  Termination
by the Company of the Executive’s employment based on “Disability” shall mean
termination because the Executive  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.

    


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

    


    (j)           Good
Reason.  “Good Reason” shall mean actions taken by the Company
resulting in a material negative change in the employment relationship. For
these purposes, a “material negative change in the employment relationship”
shall include:

    


    (i)           a
material diminution in the Executive’s base compensation;

    


    (ii)           a
material diminution in the Executive’s authority, duties or
responsibilities;

    


    (iii)           a
material diminution in the authority, duties or responsibilities of the
supervisor to whom the Executive is required to report, including, if the
Executive reports directly to the Board, a requirement that the Executive report
to a corporate officer or employee instead of reporting directly to the
Board;

    


    (iv)           a
material diminution in the budget over which the Executive  retains
authority;

    


    (v)           a
change in the Executive’s principal place of employment by a distance in excess
of one hundred (100) miles from its location immediately prior to the Change in
Control;

    


    (vi)           any
other action or inaction that constitutes a material breach by the Company of an
agreement under which the Executive provides services to the Company;
or

    


    (vii)           The
failure by the Company to obtain the assumption of and agreement to perform this
Agreement by any successor as contemplated in Section 9.

    


    In order
to invoke a termination for Good Reason, the Executive shall provide written
notice to the Company of the existence of one or more of the conditions
described in clauses (i) through (vii) within 90 days following the
Executive’s knowledge of the initial existence of such condition or conditions,
specifying in reasonable detail the conditions constituting Good Reason, and the
Company shall have 30 days following receipt of such written notice (the “Cure
Period”) during which it may remedy the condition. In the event that the Company
fails to remedy the condition constituting Good Reason during the applicable
Cure Period, the Executive’s “separation from service” (within the meaning of
Section 409A of the Code) must occur, if at all, within two years following
such Cure Period in order for such termination as a result of such condition to
constitute a termination for Good Reason.  The Executive’s mental or
physical incapacity following the occurrence of an event described above in
clauses (i) through (vii) shall not affect the Executive’s
ability to terminate employment for Good Reason and the Executive’s death
following delivery of a Notice of Termination for Good Reason shall not affect
the Executive’s estate’s entitlement to severance payments benefits provided
hereunder upon a termination of employment for Good Reason.

    


    
      
        
           


        

        
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    (k)           Notice of
Termination.  Any purported termination of the Executive’s
employment by the Company for any reason, including for Cause, Disability or
Retirement, or by the Executive for any reason, including for Good Reason, shall
be communicated by written “Notice of Termination” to the other party to this
Agreement.  For purposes of this Agreement, a “Notice of Termination”
shall mean a dated notice which (i) indicates the specific termination provision
in this Agreement relied upon, (ii) sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated, (iii) if the Date of Termination
(as defined herein) is other than the date of receipt of such notice, specifies
the Date of Termination (which Date of Termination shall be not more than 30
days after the giving of such notice), and (iv) is given in the manner specified
in Section 10.

    


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

    


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

    


    (a)           The
Company shall pay to the Executive in a lump sum as of the Date of Termination
(and in all events within 30 days of the Date of Termination) a cash severance
amount equal to 2.99 times the Executive’s Annual Compensation;

    


    (b)           The
Company shall continue, for an eighteen (18) month period from the Date of
Termination, the Executive’s participation in the Company’s group medical,
dental, life and disability insurance programs and, if applicable, Medicare
supplemental coverages (“Continued Benefits”).  The Continued Benefits
shall be provided by the  Company at the same premium to the
Executive, and at the same coverage levels in effect immediately prior to the
Date of Termination.  The Continued Benefits shall be provided to the
Executive in compliance with the terms of COBRA; provided that in the event that
the Executive’s participation in any plan as provided in this Section 2(b) is
barred by the underlying service provider or insurance carrier used by the
Company to provide such benefits, or during such period any such plan is
discontinued, the Company shall arrange to either provide the Executive with
benefits substantially similar to those which the Executive was entitled to
receive under such plans immediately prior to the Date of Termination or a cash
amount equal to the cost the Company would have incurred to provide for such
benefits for the remainder of the continuation period.  The Continued
Benefits will be discontinued prior to the end of the eighteen (18) month
period in the event the Executive receives substantially similar benefits from a
subsequent employer, as determined in good faith by the Board.  For
purposes of enforcing this Section 2(b), to the extent necessary for the Company
to make an off-set deduction, the Executive shall have a duty to keep the
Company informed as to the terms and conditions of any subsequent employment and
the corresponding benefits from employment and shall provide or cause to provide
to the Company, in writing, correct, complete and timely information concerning
the same;

    


    
      
        
           


        

        
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    (c)           All
unvested stock options, restricted stock, restricted stock units or other equity
interests of the Company issued to the Executive under the Equity Plans or
otherwise that are subject only to time vesting and are not performance stock or
performance units shall fully vest on the Date of Termination (and in all events
within 30 days of the Date of Termination) to the extent such options,
restricted stock, restricted stock units or other equity interests do not
otherwise vest upon the change of control as defined in the applicable Equity
Plan or agreement;

    


    (d)           All
performance stock or performance units of the Company issued to the Executive
under the Equity Plans that are intended to qualify for the performance-based
compensation exception provided by Section 162(m) of the Code shall be prorated
to the Date of Termination 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) to the extent such performance
stock or performance units do not otherwise vest upon the change of control as
defined in the applicable Equity Plan or agreement; and

    


    (e)           Section
6(b) (Development of Intellectual Property) of this Agreement and similar
provisions (including non-competition and non-solicitation provisions but
excluding confidentiality provisions) in other agreements between the Executive
and the Company shall be terminated and of no further force and effect as of the
Date of Termination, but Section 6(a) (Nondisclosure of Confidential
Information) of this Agreement and similar confidentiality provisions in other
agreements between the Executive and the Company shall remain in full force and
effect after the Date of Termination.

    


    3.           Mitigation; Exclusivity of
Benefits.

    


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

    


    (b)           If
the Executive is entitled to severance compensation under this Agreement and
severance benefits under any other agreement between the Company and the
Executive, such entitlement shall not be cumulative, and the Executive shall be
entitled to the benefits under either this Agreement or the other agreement
between the Company and the Executive, whichever is greater.

    


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

    


    5.           Nature of Employment and
Obligations.

    


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

    


    


    
      
        
           


        

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

    


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

    


    (a)           Nondisclosure of
Confidential Information.

    


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

    


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

    


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

    


    (iv)           Confidential
Relationship.  The Company considers its Confidential
Information to constitute “trade secrets” which are protected from unauthorized
disclosure under applicable law.  However, whether or not the
Confidential Information constitutes trade secrets, the Executive acknowledges
and agrees that the Confidential Information is protected from unauthorized
disclosure or use due to his covenants under this Section 6 and his fiduciary
duties as an executive of the Company.

    


    
      
        
           


        

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

    


    (b)           Development of Intellectual
Property.

    


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

    


    (ii)           The Company’s Rights in
Intellectual Property.  The Executive agrees that all right,
title and interest of every kind and nature, whether now known or unknown, in
and to any Intellectual Property invented, created, written, developed,
conceived or produced by the Executive during the term of the Executive’s
employment with the Company (i) whether using the Company’s equipment, supplies,
facilities or Confidential Information, (ii) whether alone or jointly with
others, and (iii) whether or not during normal working hours, that are within
the scope of the Company’s actual or anticipated business operations or that
relate to any of the Company’s actual or anticipated products or services shall
be the exclusive property of the Company and the Executive hereby assigns to the
Company all rights to such Intellectual Property without limitation or
royalty.  To the extent that any such Intellectual Property is
copyrightable, it shall be deemed to be a “work for hire” within the meaning of
the copyright laws.  Consideration for such assignment is hereby
acknowledged.  The Executive will promptly and fully disclose to the
Company any and all such Intellectual Property.  The Executive agrees
that any patent application filed by him within one year after termination of
his employment is presumed to relate to an invention developed during the term
of the Executive’s employment with the Company and thus is the exclusive
property of the Company.  As such, the Executive agrees to disclose to
the Company all such patent applications.  The Executive hereby
consents and agrees that the Executive shall have no right, title or interest of
any kind or nature in or to any item of Intellectual Property, or in or to any
results or proceeds from any Intellectual Property.

     

    (iii)           Additional
Actions.  The Executive agrees to take all reasonably necessary
actions to enable the Company to obtain and perfect its rights in the
Intellectual Property, including assisting the Company in obtaining patents,
copyrights, trademarks, service marks and similar protections in the United
States and all foreign countries.  The Executive further agrees to
assist the Company in connection with any demands, reissues, oppositions,
litigation, controversy or other actions involving any item of Intellectual
Property.  The Executive agrees to undertake the foregoing obligations
both during and after the Executive’s employment with the Company, without
charge, but at the Company’s expense with respect to the Executive’s reasonable
out-of-pocket costs.  The Executive further agrees that the Company
may, in its sole discretion, keep such Intellectual Property as trade secrets,
in which case the Executive will comply with the Confidential Information
provisions in Section 6(a) above.

    


    
      
        
           


        

        
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    (c)           Enforcement.  For
purposes of this Section 6, the term “Company” shall include the Company and all
of its subsidiaries.  Each of the Company’s subsidiaries shall be an
intended third party beneficiary of this Agreement and shall have the right to
enforce the provisions of this Agreement against the Executive individually or
collectively with any one or more of the other subsidiaries.

    


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

    


    7.           Severability.  The
Executive and the Company intend and agree that if a court of competent
jurisdiction determines that the scope of any provision of this Agreement is too
broad to be enforced as written, the court should reform such provisions to such
narrower scope as it determines to be enforceable.  The Executive and
the Company further agree that, if any provision of this Agreement is determined
to be unenforceable for any reason, such provision shall be deemed separate and
severable and the unenforceability of any such provision shall not invalidate or
render unenforceable any of the remaining provisions of this
Agreement.

    


    8.           No
Attachment.

    


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

    


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

    


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

    


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

    


    To the Company:

    


    Cabela’s Incorporated

    One Cabela Drive

    Sidney,
NE  69160

    Attention: Legal
Department

    


    


    
      
        
           


        

        
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    To the Executive:

    


    At the most recent address on file at
the Company

    


    11.           409A of the
Code.  This Agreement is intended to comply with the
requirements of Section 409A of the Code or an exception or exclusion
therefrom and shall in all respects be administered in accordance with
Section 409A of the Code.  Severance payments shall be made under
the “separation pay” exception under Section 409A of the Code, to the
maximum extent possible, and then under the “short-term deferral” exclusion
under Section 409A of the Code or another applicable
exception.  Within the time period permitted by the applicable
Treasury Regulations, the Company may, in consultation with the Executive,
modify this Agreement, in the least restrictive manner necessary and without any
diminution in the value of the payments to the Executive, in order to cause the
provisions of this Agreement to comply with the requirements of
Section 409A of the Code so as to avoid the imposition of taxes and
penalties on the Executive pursuant to Section 409A of the
Code.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
           


        

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

    


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

    


    [The
Remainder of This Page Intentionally Left Blank.]

    


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

    


    
      	 
      	
              CABELA’S
      INCORPORATED, a Delaware corporation

            
	 
      	 
      
	 
      	 
      
	 
      	
              By

            	 
      
	 
      	
              Its

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      
	 
      	
              [Executive]

            


    

    


    


    


    


    


    
 

    


    


    Management
Severance Agreement

    Signature
Page

     

     

    Back to Form
8-K