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”).

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

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 (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 r