Exhibit 10.4





**CONFIDENTIALITY
AND NONCOMPETITION AGREEMENT**




THIS
AGREEMENT is made and entered into effective the *** day of ***, 20***, by and
between Cabela’s Incorporated, a Delaware corporation (“Cabela’s”) and ***
(“Employee”).




WITNESSETH:




WHEREAS,
Cabela’s is in the business directly and indirectly through its subsidiaries of
the marketing and sale of hunting, fishing and camping equipment and other
outdoor sporting and recreational goods, apparel and services through retail
stores (the “Retail Business”) and through direct marketing including paper or
other tangible catalogs, electronic catalogs or other electronic media (the
“Direct Marketing Business”); and, through its wholly-owned bank subsidiary,
World’s Foremost Bank (“WFB”), is in the business of marketing and issuing
credit cards (the “Credit Card Business”); and




WHEREAS,
Cabela’s has established the Cabela’s Incorporated 2004 Stock Plan (the “2004
Plan”) and has conditioned the grant of certain stock options to Employee
pursuant to the 2004 Plan upon Employee entering into this
Agreement.




NOW,
THEREFORE, in consideration of the mutual promises contained herein and as a
condition to Cabela’s granting Employee stock options pursuant to the 2004 Plan,
the parties agree as follows:




1.  Nondisclosure
of Confidential Information . In
order to permit Employee to function as a member of management, Employee
acknowledges that, through the course of Employee’s employment with Cabela’s,
Employee has and will be given access to and will become familiar with highly
sensitive, confidential and proprietary information of Cabela’s and its
subsidiaries, including WFB (collectively, the “Company”), which may include,
without limitation, information about marketing plans and strategies (including,
without limitation, proprietary credit card marketing programs), goods and
services, customers and prospective customers (including, without limitation,
its customer mailing list and customer database), vendors and suppliers
(including, without limitation, its vendor list and all terms and conditions of
its vendor agreements), buying practices, miscellaneous business relationships,
personnel and compensation, financial and accounting data, operational and other
business affairs and methods, contracts, technical data, know-how, computer
software and other proprietary and intellectual property and plans and
strategies for future developments relating to any of the foregoing
(collectively, “Confidential Information”). The Confidential Information shall
not include any materials that are publicly known or generally utilized by
others in the same business of Company. Employee further acknowledges that the
Confidential Information is a valuable, special and unique assets of Company and
that the business of Company would be irreparably damaged if the Confidential
Information was disclosed to or utilized by persons or entities outside Company.
Company considers its Confidential Information to constitute trade secrets as
contemplated by the Nebraska Trade Secrets Act or any other applicable law
affording Company protection of its trade secrets. However, irrespective of
whether the Confidential Information constitutes trade secrets as defined by the
applicable trade secret laws, Employee acknowledges and agrees that the
Confidential Information is nevertheless protected from disclosure by virtue of
Employee’s acknowledgments and covenants to refrain from unauthorized use or
disclosure as set forth in this paragraph as well as Employee’s fiduciary duty
as an employee or former employee to maintain the secrecy and confidentiality of
the Confidential Information.







In
recognition of the foregoing, Employee acknowledges and agrees that the
Confidential Information is and shall at all times remain the sole and exclusive
property of Company. Employee further agrees that during the term of Employee’s
employment with Company and for a period after termination of such employment
until the Confidential Information becomes publicly known, if ever, Employee
shall not directly or indirectly disclose any of the Confidential Information to
any person or entity except those who are required to have such knowledge in
connection with their work for Company or utilize any of the Confidential
Information for any purpose except in the course of performing duties in
furtherance of Company’s business. Employee further agrees that upon termination
of Employee’s employment with Company, Employee shall promptly return to Company
all property of any kind which contain any Confidential Information including,
without limitation, all documents, computer disks and records.




2.  Company’s
Right to Inventions .
Employee shall promptly disclose, grant and assign to Company for its sole use
and benefit any and all inventions, improvements, technical information, methods
and suggestions relating in any way to the business of Company, which Employee
may develop, invent, write, create, produce or acquire during the period of
Employee’s employment with Company (whether or not during usual working hours)
together with all patent applications, letters of patent, copyrights and
reissues thereof that may at any time be granted for or upon any such invention,
improvement, technical information, method or suggestion. In connection
therewith, Employee shall, without charge, but at the expense of Company,
promptly at all times hereafter execute and deliver such applications,
assignments, descriptions and other instruments as may be reasonably necessary
or proper in the reasonable opinion of Company to vest title in any such
inventions, improvements, technical information, methods, suggestions, patent
applications, patents, copyrights or reissues of any the foregoing in Company
and to enable it to obtain and maintain the entire right and title thereto
throughout the world. Employee further agrees to render to Company at its
expense (including a reasonable payment for the time involved in case he or she
is not then in its employ) all such assistance as it may reasonably require in
the prosecution of applications for said patents, copyrights or reissues
thereof, in the prosecution or defense or interferences which may be declared
involving any said applications, patents or copyrights, and in any litigation in
which Company may be involved relating to any such patents, copyrights,
inventions, improvements, technical information, methods or
suggestions.




3.  Restrictive
Covenants .
Employee acknowledges that Company has expended and will expend considerable
time, effort and resources to market the goods and services sold by Company,
that the relationships between Company and its employees, customers and
prospective customers, manufacturers, vendors and suppliers are valuable assets
of Company and key to its success and that employees of Company establish close
professional relationships with manufacturers, vendors and suppliers of Company
in the course of their employment with Company, all of which constitute good
will of Company. Employee further acknowledges that because the Confidential
Information could not practically be disregarded, the provision of similar
employee services to a competitor of Company immediately following the
termination of Employee’s employment with Company would inherently and
inevitably result in the use of Confidential Information by Employee, even if
Employee were to use Employee’s best efforts to avoid using such Confidential
Information. In recognition of the foregoing and in order to prevent the
improper use of Confidential Information and the resulting unfair competition
and misappropriation of Company’s goodwill and other proprietary interests,
Employee agrees that while employed by Company and for a period of eighteen (18)
months after termination of Employee’s employment for any reason whatsoever,
whether voluntary or involuntary, Employee will not, directly or indirectly, as
an employee, owner, broker, consultant, joint venturer, director, independent
contractor or otherwise:




2




a.Encourage any
manufacturer, vendor or other supplier of Company to curtail, sever or alter the
relationship or business of such manufacturer, vendor or other supplier with
Company;

b.Employ, solicit for
employment or advise or recommend to any person that such person solicit for
employment or employ, any individual who is, has agreed to be or within one year
of such employment or solicitation has been employed by Company;

c.Work for himself or any
other person or entity which is engaged in the Retail Business in competition
with Company in an employee, managerial, marketing or sales capacity that poses
the threatened or inevitable disclosure or use by Employee of the Confidential
Information known to Employee regarding the Retail Business of Company.
Notwithstanding the foregoing, Employee shall thereafter still be restricted
from utilizing the Confidential Information of Company pursuant to paragraph 1
hereof;

d.Work for himself or any
other person or entity which is engaged in the Direct Marketing Business in
competition with Company in an employee, managerial, marketing or sales capacity
that poses the threatened or inevitable disclosure or use by Employee of the
Confidential Information known to him regarding the Direct Marketing Business of
Company. Notwithstanding the foregoing, Employee shall thereafter still be
restricted from utilizing the Confidential Information of Company pursuant to
paragraph 1 hereof; or

e.Work for himself or any
other person or entity which is engaged in the Credit Card Business in
competition with Company in an employee, managerial, marketing or sales capacity
that poses the threatened or inevitable disclosure or use by Employee of the
Confidential Information known to him regarding the Credit Card Business of
Company. Notwithstanding the foregoing, Employee shall thereafter still be
restricted from utilizing the Confidential Information of Company pursuant to
paragraph 1 hereof.


4.  Employment
Status . Nothing
contained in this Agreement shall be deemed to alter or modify Employee’s status
as an employee at will of Company.




5.  Future
Stock Options . Nothing
contained in this Agreement is intended to or shall be construed to impose any
obligation on Company to grant stock options to Employee other than stock
options granted by the Board of Directors prior to execution of this
Agreement.




6.  Enforcement
/ Stock Options Forfeiture . If
Employee violates any of the terms of this Agreement, Employee forfeits all
unexercised stock options given as consideration for this Agreement and
previously, if applicable, and all Company obligations to Employee regarding the
stock options shall cease. Employee and Company agree that said stock option
forfeitures represent an approximation, based on the facts and circumstances
currently known, of the actual damages Company would experience if Employee
violates the terms of this Agreement and are not imposed as a penalty. In
addition to the foregoing, Company shall also be entitled to equitable relief
including such injunctive relief as may be necessary to protect the interests of
Company and as may be necessary to specifically enforce Employee's obligations
hereunder.




3


Employee
acknowledges that the restrictive covenants contained in this Agreement are
reasonable and necessary to protect Company’s legitimate business interests and
that any breach thereof will result in irreparable injury to Company. Employee
acknowledges that money damages alone will not adequately compensate Company for
breach of any of Employee's covenants and agreements as stated in this
Agreement. Employee further acknowledges that the remedies of forfeiture and
injunctive relief are cumulative and the stock options forfeiture is not
intended as a "buyout" option for Employee or a substitute for Employee's
performance under this Agreement.




7.  Severability;
Reformation . Company
and Employee agree that if any provision of this Agreement should be determined
to be unenforceable for any reason, such provision shall be deemed separate and
severable, it being specifically agreed that unenforceability of any one or more
provisions shall not invalidate or render unenforceable any of the remaining
provisions hereof. Company and Employee further agree that it is their desire
and intent that the provisions of this Agreement shall be enforced to the
fullest extent legally permissible. Therefore, 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.




8.  Waiver,
Amendment, Modification . The
waiver by Company of a term or provision of this Agreement, or of a breach of
any provision of this Agreement by Employee, shall not be effective unless such
waiver is in writing signed by Company. No waiver by Company of, or consent by
Company to, a breach by Employee, will constitute a waiver of, consent to or
excuse of any other or subsequent breach by Employee. In addition, Employee
acknowledges and agrees that the waiver of similar provisions of any
substantially similar agreement of another employee will not serve as precedent
for Employee, it being expressly acknowledged that Company can assess each
situation on an individual and independent basis depending on the particular
facts and circumstances. This Agreement may be amended or modified only with the
written consent of both Employee and Company. No oral waiver, amendment or
modification shall be effective under any circumstances whatsoever.




9.  Governing
Law . This
Agreement shall be construed in accordance with and governed for all purposes by
the laws of the State of Nebraska. Each of the parties irrevocably consent to
the exclusive personal jurisdiction of the federal and state courts located in
Nebraska, as applicable, for any matter arising out of or relating to this
Agreement, except that, in actions seeking to enforce any order or any judgment
of such federal or state courts located in Nebraska, such personal jurisdiction
shall be nonexclusive.




IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.




CABELA'S
      INCORPORATED, a Delaware corporationBy:Its:***,
      Employee







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