Employee Stock Purchase Plan



 Exhibit 10.14 
  
 CABELA’S INCORPORATED EMPLOYEE 
 STOCK PURCHASE PLAN 
  
 RECITALS 
  
 WHEREAS, Cabela’s Incorporated,
a Delaware corporation, desires to establish a plan through which employees of the Company and certain adopting affiliates may purchase from the Company shares of its common stock; and 
  
 WHEREAS, the Plan is intended to qualify as an “employee stock purchase plan” within the meaning of section 423(b)
of the Internal Revenue Code of 1986, as amended (the “Code”) and Company has designed the Plan to conform with Rule 16b-3 of the Exchange Act; and 
  
 NOW, THEREFORE, the Company hereby establishes the Cabela’s Employee Stock Purchase Plan, as follows: 
  
 ARTICLE 1 
 DEFINITIONS 
  
 As used herein, the following words and phrases shall have the meanings specified below, unless a different meaning is plainly required by the context: 
  

1.1 “Board of Directors” shall mean the Board of Directors of Cabela’s Incorporated. 
  
 1.2 The “Committee” shall mean the Compensation Committee of the
Company’s Board of Directors. 
  
 1.3 The “Company”
shall mean Cabela’s Incorporated, a Delaware corporation, or its successors, the Plan sponsor for all purposes. 
  
 1.4 The “Company Stock” shall mean, subject to adjustment as provided in Article 10, those shares of the Company’s Class A Common Stock
which, pursuant to Article 2 are reserved for issuance upon the exercise of the options granted under this Plan. 
  
 1.5 “Continuous Service” shall mean the number of full years and completed months of continuous employment with an Employer calculated from an
Employee’s last hire date to the Employee’s date of severance of employment for any reason. Continuous Service shall not be broken and shall be credited for absences due to vacation, temporary sickness or injury, other paid leaves of
absence authorized by an Employer, any leave of absences under the Family and Medical Leave Act of 1993 or any state mandated family and medical leave act or law, and leaves of absence which would not cause an individual to cease to be an Employee.

  
 1.6 “Contribution Account” shall mean the account
recorded on the records of the Company established on behalf of a Participant to which the amount of the Participant’s contributions made pursuant to Article 4 shall be credited. 
  
 1.7 “Effective Date” shall mean the date the Securities and Exchange Commission declares effective a Registration
Statement on Form S-1 filed by the Company for an underwritten public offering of the Company. 







 1.8 “Eligible Compensation” for purposes of determining the amount of a Participant’s
contributions for any Option Period shall be the gross (before taxes are withheld) total of all wages, salaries, commissions, overtime and bonuses received during the Option Period, except that such term shall not include elective contributions made
on an employee’s behalf by an Employer that are not includable in income under section 125 or section 402(e)(3) of the Code. Notwithstanding the foregoing, “Eligible Compensation” shall not include (a) employer contributions to or
payments from any deferred compensation program, whether such program is qualified under section 401(a) of the Code (other than amounts considered as employer contributions under section 402(e)(3) of the Code) or nonqualified, (b) amounts realized
from the receipt or exercise of a stock option that is not an incentive stock option within the meaning of section 422 of the Code, (c) amounts realized at the time property described in section 83 of the Code is freely transferable or no longer
subject to a substantial risk of forfeiture, (d) amounts realized as a result of an election described in section 83(b) of the Code, and (e) any amount realized as a result of a disqualifying disposition within the meaning of section 421(b) of the
Code. 
  
 1.9 “Employee” shall mean each current or
future employee of an Employer as defined in Treasury Regulation section 1.423-2(b), section 1.421-7(h) and any other Regulations later finalized. 
  
 1.10 “Employer” shall mean the Company and its successors. Employer shall also include any present or future parent (as defined in section
424(e) of the Code) and any present or future subsidiary (as defined in section 424(f) of the Code) of the Company that is from time to time designated by the Committee as a participating Employer. Such designation may be by a resolution of the
Committee or any other writing that is duly adopted by the Committee for such purpose. 
  
 1.11 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
  
 1.12 “Exercise Date” shall mean the last trading day of each Option Period. 
  
 1.13 “Grant Date” shall mean the first day of each Option Period. 
  
 1.14 “Issue Price” shall mean the purchase price of the Company
Stock to be charged to participating Participants on the Exercise Date. 
  
 1.15 “Market Price” shall mean the closing sales price for the day upon which the Market Price is to be determined or, if there are no sales on such date, the last reported sales price for the most recent day preceding such date,
in either case as reported on the New York Stock Exchange or any other exchange on which the Company Stock is traded or any automated interdealer quotation system sponsored by a registered national securities association on which the Company Stock
is quoted. Notwithstanding the foregoing, if the Company Stock is not listed on a national securities exchange or quoted on an automated interdealer quotation system sponsored by a registered national securities association, the Market Price of the
Company Stock as of a particular date shall be determined using such method as shall be determined by the Committee provided such method is appropriate to qualify the Plan as an employee stock purchase plan under section 423 of the Code. 

 
 1.16 “Option Period” shall mean the 3-month period following
each Grant Date and ending with the respective Exercise Date or such other period as may be determined by the Committee. The dates of the Option Periods shall be as described in Section 5.2 hereof. 
  

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 1.17 “Participant” shall mean any Employee of an Employer who has met the conditions and
provisions for becoming a Participant as provided in Article 3. 
  
 1.18 “Participant’s Contribution Rate” shall be the amount of Eligible Compensation elected by the Participant to be contributed by regular payroll deductions to his Contribution Account as outlined in Section 4.1.

  
 1.19 “Plan” shall mean the Cabela’s Employee
Stock Purchase Plan as set forth herein and all subsequent amendments hereto. 
  
 1.20 “Trading Day” shall mean a day on which national stock exchanges and the Nasdaq System are open for trading. 
  
 ARTICLE 2 
 ISSUANCE OF STOCK

  
 2.1 Subject to Section 2.2, the maximum number of shares
of Company Stock available for issuance under the Plan shall be 500,000. 
  
 2.2 The aggregate number of shares which may be issued upon exercise of options granted hereunder shall be subject to adjustment in accordance with the provisions of Article 10 of the Plan. These shares may be
authorized and unissued shares, issued shares held in or acquired for the treasury of the Company, or shares of stock reacquired by the Company in private transactions, upon purchase in the open market or otherwise. 
  
 ARTICLE 3 
 ELIGIBILITY 
  
 3.1 Only an Employee of an Employer shall be eligible to participate in this Plan, except for the following: 
  
 a. An Employee who has not attained the age of 18. 
  
 b. An Employee who has been employed less than six months of Continuous Service (or such lesser period of
time as may be determined by the Committee in its discretion). Solely for purposes of this requirement, service with a Subsidiary of the Company which has not been designated by the Committee as eligible for participation shall be treated as service
for an Employer. 
  
 c. An Employee whose
customary employment is 20 hours or less per week (or such lesser period of time as may be determined by the Committee in its discretion). 
  
 d. An Employee whose customary employment is for five months or less a calendar year (or such lesser period of time as may be determined
by the Committee in its discretion). 
  
 e. An
Employee who would own more than 5% of the total combined power of all classes of stock of the Company or a subsidiary corporation or parent corporation (as those terms are defined in sections 424(e) and (f) of the Code) at the time such employee
would be granted an option. For purposes of this paragraph, the ownership attribution rules of section 424(d) of the Code shall apply in determining the stock 
  

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ownership of an Employee and stock which the Employee may purchase under outstanding options (under this or any other agreement) shall be treated as stock
owned by the Employee. 
  
 3.2 Any Employee who otherwise
satisfies the requirements of Section 3.1 shall be entitled to become a Participant commencing immediately following or coinciding with completion of the requisite period of employment. 
  
 3.3 Upon becoming a Participant, the Employee shall be bound by the terms of this Plan, including any amendments hereto.
Each Employee who becomes eligible to participate shall be furnished a summary of the Plan and a form for election to participate. Each Employee electing to participate shall complete such form and file it with the Employer no later than the end of
any pay period with respect to which the participant elects to make a contribution. The completed request for participation shall indicate the amount of the Participant’s Contribution Rate authorized by the Participant in accordance with
Section 4.1. If any Employee does not elect to participate in any given Option Period he or she may elect to participate as of any future Option Period if he or she continues to meet the eligibility requirements and files a timely election to
participate. 
  
 ARTICLE 4 
 CONTRIBUTIONS 
  
 4.1 Except as otherwise determined by the Committee, in order to participate in this Plan and be granted an option hereunder, a Participant must file with
the Employer an election to participate in accordance with Section 3.3 and must authorize his Employer to deduct through a payroll deduction an exact number of dollars but not less than $5 biweekly. A Participant’s elected contribution and the
amount actually allocated and deemed contributed to a Participant’s Contribution Account may not exceed the net pay due to the Participant for any pay period after all other appropriate payroll deductions are made. Such authorization shall be
in writing and on such forms as provided by the Committee. Payroll deductions shall begin as of the first pay period on or after an election. For all purposes of this Plan, a Participant’s contributions shall be allocated to and deemed a part
of the Participant’s Contribution Account. The Employer shall transfer all withheld amounts to the Company which may use such amounts for any valid corporate purposes. No interest shall accrue or be paid on any amounts withheld under this Plan.

  
 4.2 The Participant’s Contribution Rate, once
established, shall remain in effect for all Option Periods unless changed by the Participant in writing and filed with the Employer in the form and in the manner specified by the Committee any time prior to the start of any pay period. 

 
 4.3 At any time during the Option Period, a Participant may notify the
Employer that he wishes to discontinue his contributions. This notice shall be in writing and on such forms as provided by the Committee and shall become effective as of a date not more than 30 days following its receipt by the Employer. 

 
 4.4 Unless allowed by the Committee, Participants may not elect to
withdraw any or all of their contributions before the Exercise Date relating to a particular Option Period. If allowed by the Committee any such withdrawal will be made by request in writing on such forms as provided by the Committee. If a
Participant is allowed to withdraw from an Option Period, payroll deductions shall not be resumed unless the Participant delivers to the Committee a new election in accordance with Article 4. 
  

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 ARTICLE 5 
 GRANT OF OPTIONS 
  
 5.1
Except as otherwise determined by the Committee, every Employee who is otherwise eligible to become a Participant hereunder shall, on the Grant Date of each Option Period and without further action of the Committee, be granted an option to purchase
a number of whole shares of Company Stock that, in the aggregate, has an Issue Price that is not more than such Employee’s Eligible Compensation during the Option Period; provided, however, that the options granted hereunder are limited so that
the total Market Price of Company Stock that can be purchased under such options does not exceed $25,000 (determined on the date that options are granted) during any one calendar year. Options granted under this Plan shall be subject to such
amendments or modifications as the Company shall deem necessary to comply with any applicable law or regulation, and shall contain such other provisions as the Company shall from time to time approve and deem necessary. Options not exercised
pursuant to Section 6.1 shall terminate at 11:59 p.m. (Eastern Time) on the Exercise Date and be of no further force or effect. In the event an outstanding option shall for any reason expire, the shares of Company Stock allocable to the unexercised
portion of such option may again be subject to option under the Plan. This Plan is subject to stockholder approval as provided in Section 11.11 and unless so approved on or before the date which is 12 months after the date this Plan is adopted by
the Board of Directors, this Plan and all options granted hereunder shall terminate and become void. 
  
 5.2 The Option Periods shall be a series of consecutive three-month Option Periods with a new Option Period commencing on the first day of February, May,
August and November and ending on the last Trading Day of January, April, July and October; provided, however, the first Option Period under the Plan shall commence on the first Trading Day after the Effective Date. The duration of the Option
Periods and the commencement and ending dates may be changed at the discretion of the Committee with respect to future offerings and the Company shall use its best efforts to notify Employee’s of any such change at least fifteen (15) days prior
to the scheduled beginning of the first Option Period to be affected. 
  
 5.3 The Issue Price of the Company Stock under this Plan shall, with respect to each Option Period, be equal to 85% of the Market Price on the applicable Exercise Date. 
  
 5.4 Notwithstanding any provision of this Plan, no Employee shall receive options to purchase Company Stock which permit the
rights of an Employee to purchase stock under all “employee stock purchase plans” of the Company and its parent corporation and subsidiary corporation (as the terms “parent corporation” and “subsidiary corporation” are
defined in sections 424(e) and (f) of the Code) to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined at the time the option is granted) for each calendar year in which the option is outstanding at any time. For
purposes of this Section 5.4, (a) the right to purchase stock under an option accrues when the option (or any portion thereof) first becomes exercisable during the calendar year, (b) the right to purchase stock under an option accrues at the rate
provided in the option but in no case may such rate exceed $25,000 of fair market value of such stock (determined at the time such option is granted) for any one calendar year, and (c) a right to purchase stock which has accrued under one option
granted pursuant to the Plan may not be carried over to any other option. 
  

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 ARTICLE 6 
 EXERCISE OF OPTIONS 
  
 6.1
On each Exercise Date, the Participant’s Contribution Account shall be used to purchase the maximum number of whole and fractional shares of Company Stock determined by dividing the Issue Price into the balance of the Participant’s
Contribution Account (subject to the limitations set forth in Section 5.4). Any money remaining in a Participant’s Contribution Account after the Exercise Date which was not needed to exercise the Participant’s option to the fullest extent
as calculated pursuant to Section 5.1 shall be returned to the Participant if requested by the Participant. If such return is not requested, the balance will remain in the Participant’s Contribution Account to be used in the next Option Period
along with new contributions made in that Option Period. If the total number of shares to be purchased under option by all Participants exceeds the number of shares authorized under Article 2 of this Plan, a pro-rata allocation of the available
shares will be made among all Participants authorizing such payroll deductions based on the amount of their respective payroll deductions through the Exercise Date. 
  
 6.2 Company Stock purchased through the exercise of the option granted hereunder shall be issued in certificate or book
entry form as elected by the Participant as soon as practicable after the Exercise Date. Unless waived by the Committee, all certificates for Company Stock shall be held on behalf of the Participants by the third party administrator of the Plan for
a period of two (2) years after the Grant Date of the Option pursuant to which the shares of Company Stock were purchased. At the end of such two-year period, if requested in writing by one or more of the Participants, the certificates for Company
Stock shall be distributed by the third-party administrator of the Plan to the applicable Participants. 
  
 ARTICLE 7 
 TERMINATION OF EMPLOYMENT 
  
 If a Participant’s employment with all Employers is terminated for any
reason, including death or retirement, or the Participant is transferred to a subsidiary of the Company which has not been designated by the Committee as eligible for participation in the Plan during the Option Period, such Participant’s
participation in the Plan shall immediately terminate and no further contributions on behalf of such Participant shall be accepted under the Plan. Unless the Committee determines otherwise, the balance accumulated in such Participant’s
Contribution Account on the date of termination shall be used to purchase Company Stock on the next Exercise Date in accordance with Article 6. 
  
 ARTICLE 8 
 DISPOSITION OF STOCK

  
 If a Participant or former Participant disposes of any
shares of Company Stock obtained under this Plan (a) prior to two years after the Grant Date of such share, or (b) prior to one year after the Exercise Date of such share, that Participant or former Participant must notify the Committee immediately
of such disposition in writing. All dispositions of Company Stock shall be made in compliance with applicable federal and state securities laws. 
  

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 ARTICLE 9 
 ADMINISTRATION 
  
 The Plan
shall be administered by the Committee. Meetings shall be held at such times and places as shall be determined by the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a
majority of those members present at any meeting shall decide any question brought under the Plan. No member of the Committee shall be liable for any act or omission of any other member of the Committee or for any act or omission on his own part
related to the Plan, including but not limited to the exercise of any power or discretion given to him under the Plan, except those resulting from his own gross negligence or willful misconduct. All questions of interpretation and application of the
Plan, or of options granted hereunder, shall be subject to the determination, which shall be final and binding, of a majority of the whole Committee. The Plan shall be administered in order to qualify the options granted hereunder as options granted
pursuant to an “employee stock purchase plan” described in section 423 of the Code. 
  
 ARTICLE 10 
 CHANGES IN COMPANY’S CAPITAL STRUCTURE 
  
 10.1 The existence of this Plan shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Company Stock or rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or part of its assets or business, or any
other corporate act or proceeding, whether of similar character or otherwise. 
  
 10.2 In the event of a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend or other increase or decrease of the number of shares of the Company’s Stock
outstanding without receiving compensation in money, services, or property, then the class of shares of the Company’s Stock set forth in Section 1.4 of the Plan, the number of shares of stock reserved pursuant to Article 2, and the number of
options granted a Participant shall be appropriately adjusted as determined by the Committee. The Committee’s determination shall be final, binding, and conclusive, provided that each option granted pursuant to this Plan shall not be adjusted
in a manner that causes the option to fail to continue to qualify as an option issued pursuant to an “employee stock purchase plan” within the meaning of section 423 of the Code. 
  
 10.3 Subject to any required action by the stockholders, if the Company is
the surviving corporation in any merger or consolidation, each outstanding option shall pertain to and apply to the securities to which a holder of the number of shares of Company Stock subject to the option would have been entitled. Unless adopted
by the surviving corporation, upon a dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation, the Plan shall be terminated in accordance with Section 11.2 hereof effective
immediately prior to the date of such event. 
  

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 ARTICLE 11 
 MISCELLANEOUS 
  
 11.1 Each
Participant, former Participant, or any other person who shall claim a right or benefit under this Plan, shall be entitled only to look to such Participant’s Employer for such benefit. 
  
 11.2 The Board of Directors may at any time or from time to time amend the
Plan in any respect, except that, without approval of the stockholders of the Company within 12 months prior to or after the date the amendment is adopted by the Board of Directors, no amendment may (i) increase the number of shares reserved under
the Plan other than as provided in Article 10, (ii) modify the class of employees eligible to participate in the Plan, or (iii) reduce the Issue Price per share as defined herein. The Company may terminate the Plan at any time. If the Plan is
terminated, the date of termination shall be treated as the Exercise Date and all funds in a Participant’s Contribution Account not expended to purchase Company Stock shall be refunded to the Participant. 
  
 11.3 The Employers will pay all expenses that may arise in connection with
the administration of this Plan. 
  
 11.4 Any headings or
subheadings in this Plan are inserted for convenience of reference only and are to be disregarded in the construction of any provisions hereof. All references in this Plan to Articles and Sections are to Articles and Sections of this Plan unless
specified otherwise. 
  
 11.5 This Plan shall be construed in
accordance with the laws of the state of incorporation of the Company to the extent federal law does not supersede and preempt such law. 
  
 11.6 A misstatement in the age, length of Continuous Service, date of employment or any other such matter shall be corrected when it becomes known that
any such misstatement of fact has occurred. 
  
 11.7 The option to
purchase Company Stock arising by participation in this Plan is not transferable by a Participant other than by will or the laws of descent and distribution and is exercisable during his lifetime only by him. 
  
 11.8 This Plan will not be deemed to constitute a contract between an
Employer and any Participant or to be in consideration of or an inducement for the employment of any Participant or Employee. Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service
of an Employer or to interfere with the right of an Employer to discharge any Participant or Employee at any time regardless of the effect which such discharge shall have upon him as a Participant of the Plan. 
  
 11.9 No liability whatsoever shall attach to or be incurred by any past,
present or future stockholders, officers, or directors, as such, of an Employer, under or by reason of any of the terms, conditions, or agreements contained in this Plan or implied therefrom, and any and all liabilities of, and any and all rights
and claims against an Employer, or any stockholder, officer, or director, as such, whether arising at common law or in equity or created by statute or 
  

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constitution or otherwise, pertaining to this Plan, are hereby expressly waived and released by every Participant, as a part of the consideration for any
benefits provided by the Employers under this Plan. 
  
 11.10 With
respect to administration of the Plan, the Company shall indemnify each present and future member of the Committee and the Board of Directors against, and each member of the Committee and the Board of Directors shall be entitled without further act
on his or her part to indemnity from the Company, for all expenses (including the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation, other than amounts paid to the Company itself)
reasonably incurred by him or her in connection with or arising out of any action, suit or proceeding in which he or she may be involved by reason of his or her being or having been a member of the Committee and the Board of Directors, whether or
not he or she continues to be such a member of the Committee and the Board of Directors at the time of incurring such expenses; provided, however, that such indemnity shall not include any expenses incurred by any such member of the Committee and
the Board of Directors (a) in respect of matters as to which he shall be finally adjudged in any such action, suit, or proceeding to have been guilty of gross negligence or willful misconduct in the performance of his or her duty as such a member of
the Committee and the Board of Directors, or (b) in respect of any matter in which any settlement is effected, to an amount in excess of the amount approved by the Company on the advice of its legal counsel; and provided further, that no right of
indemnification under the provisions set forth herein shall be available to or enforceable by any such member of the Committee and the Board of Directors unless, within 60 days after institution of any such action, suit, or proceeding, he or she
shall have offered the Company, in writing, the opportunity to handle and defend same at its own expense. The foregoing right of indemnification shall inure to the benefit of the heirs, executors, or administrators of each such member of the
Committee and the Board of Directors and shall be in addition to all other rights to which such member of the Committee and the Board of Directors may be entitled as a matter of law, contract, or otherwise. 
  
 11.11 Notwithstanding any other provisions of this Plan, in order for this
Plan to continue as effective, it must be approved by the stockholders holding at least a majority of the voting stock of the Company on or before the date which is 12 months after the date it is adopted by the Board of Directors. 
  
 11.12 The Company’s obligation to sell and deliver stock under the Plan
is at all times subject to all approvals of any governmental authorities required in connection with the authorization, issuance, offer, sale, or delivery of such stock and compliance with applicable state and federal securities laws. 
  
 11.13 Whenever any notice is required or permitted hereunder, such notice
must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date which it is personally delivered, or, whether actually received or not, on the third
business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance
herewith. Notwithstanding any of the foregoing, any notice required or permitted to be given by or on behalf of a Participant under Article 4 or Article 7 hereof, shall only be effective as of the date of its actual receipt. Any party may change, at
any time and from time to time, by written notice to the other, the address which it or he had theretofore 
  

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specified for receiving notices. Until changed in accordance herewith, the Company shall be entitled to use the address of a Participant in the
Employer’s records. Any person entitled to notice hereunder may waive such notice. 
  
 11.14 This Plan is intended to qualify as an “employee stock purchase plan” within the meaning of section 423(b) of the Code. In the event the Company should receive notice that this Plan fails to qualify as
an “employee stock purchase plan” under section 423 of the Code, the Company shall have the option of returning all then existing Participants’ Contribution Accounts to the Participants and terminating the Plan. 
  
 11.15 Any words herein used in the masculine shall be read and construed in
the feminine where they would so apply. Words in the singular shall be read and construed as though in the plural in all cases where they would so apply. 
  
 11.16 This Plan is intended to be a “stock purchase plan” as defined in Rule 16b-3, promulgated under the Exchange Act, and all grants and
awards made hereunder are intended to be exempt under Rule 16b-3, and the terms hereof shall be interpreted in a manner that is consistent with such Rule 16b-3. 
  

11.17 No option may be granted after termination of the Plan, and in no event may any option be granted under the Plan after the tenth anniversary of
the date of adoption of this Plan. 
  
 IN WITNESS WHEREOF,
pursuant to action taken by the Board of Directors, the undersigned authority has executed this instrument on this 3rd day of March , 2004. 
  

			
	 CABELA’S INCORPORATED, a Delaware corporation
  

		
	By:	 	 /s/    Dennis Highby

	 	 	

	 	 	 President and Chief Executive Officer



  

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