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Name
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Number
of Shares:
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Incentive
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Nonqualified
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Option
Price:
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STOCK OPTION AGREEMENT
STOCK
OPTION AGREEMENT dated as of the Grant Date (as hereafter
defined), by and between Cabela’s Incorporated, a
Delaware corporation (the "Company"), and the undersigned
employee of the Company or one of its Subsidiaries (the
"Grantee").
WITNESSETH:
WHEREAS,
to motivate key employees, consultants and non-employee
directors of the Company and the Subsidiaries by providing
them an ownership interest in the Company, the Board of
Directors of the Company (the "Board") has established and the
stockholders of the Company have approved, the Cabela’s
Incorporated 2004 Stock Plan, as the same may be amended from
time to time (the "Plan"); and
WHEREAS,
pursuant to the Plan, the Compensation Committee of the Board
(the "Committee") has authorized the grant to the Grantee of
[incentive/nonqualified] stock options to purchase
[ ] shares of
Common Stock (each, a "Share" and, collectively, the "Shares")
at the exercise price of
[ ] per Share;
and
WHEREAS,
the Grantee and the Company desire to enter into an agreement
to evidence and confirm the grant of such stock options on the
terms and conditions set forth herein.
NOW,
THEREFORE, to evidence the stock options so granted, and to
set forth the terms and conditions governing such stock
options, the Company and the Grantee hereby agree as
follows:
1.
Certain
Definitions .
Capitalized terms used herein without definition
shall have the meanings set forth in the Plan. As
used in this Agreement, the following terms shall have the
following meanings:
a. "Aggregate
Exercise Price" shall have the meaning set forth in Section 6
hereof.
b. "Alternative
Option" shall have the meaning set forth in Section 7(c)
hereof.
c. "Covered
Options" shall have the meaning set forth in Section 4(b)
hereof.
d. "Exercise
Date" shall have the meaning set forth in Section 6
hereof.
e. "Exercise
Price" shall have the meaning set forth in Section
2(b).
f. "Exercise
Shares" shall have the meaning set forth in Section 6
hereof.
g. "Grant
Date" shall mean
[ ].
h. "Grantee"
shall have the meaning set forth in the introductory paragraph
hereto.
i. "Normal
Expiration Date" shall mean the
[ ] anniversary
of the Grant Date.
j. "Option"
shall mean the right granted to the Grantee hereunder to
purchase one share of Common Stock for a purchase price equal
to the Exercise Price and otherwise subject to the terms and
conditions of this Agreement.
k. "Securities
Act" shall mean the U.S. Securities Act of 1933, as
amended.
l. "Share"
or "Shares" shall have the meaning specified in the preambles
hereto.
2.
Grant of
Options .
a.
Confirmation of
Grant . The
Company hereby evidences and confirms its grant to the
Grantee, effective as of the Grant Date, of Options to
purchase [ ]
Shares. The Options [are/are not] intended to be
incentive stock options under the U.S. Internal Revenue Code
of 1986, as amended. This Agreement is subordinate
to, and the terms and conditions of the Options granted
hereunder are subject to, the terms and conditions of the
Plan, which are incorporated by reference
herein. If there is any inconsistency between the
terms hereof and the terms of the Plan, the terms of the Plan
shall govern. The Grantee hereby acknowledges that
a copy of the Plan has been made available to the
Grantee.
b.
Exercise
Price . Each Share covered by an Option
shall have an exercise price of
[ ] (the
"Exercise Price").
3.
Exercisability
.
a.
Options
. Except as otherwise provided in Section 7(a) of
this Agreement and subject to the continuous employment of the
Grantee with the Company or one or more of the Subsidiaries
until the applicable vesting date, the Options shall become
vested and be exercisable as
follows: [ ].
b.
Conditions
. Shares covered by vested Options may, subject to
the provisions hereof, be purchased at any time and from time
to time on or after the date the corresponding Options become
vested in accordance with the provisions of this Section 3
until the date one day prior to the date on which such Options
terminate.
c.
Proprietary Matters Agreement . The Grantee
acknowledges that, as a condition to granting the Options covered
hereby, the Company has required the Grantee to enter into a
Proprietary Matters Agreement with the Company pursuant to Section
3.2 of the Plan. The Grantee acknowledges that the
Proprietary Matters Agreement supersedes and replaces any
Confidentiality and Noncompetition Agreement previously
executed in conjunction with the grant of options pursuant to the
Plan.
4.
Termination of
Options .
a.
Normal
Expiration Date .
Subject to Sections 4 and 7, the Options shall terminate and
be canceled on the Normal Expiration Date.
b.
Early
Termination .
i. Except
as provided in this Section 4 and Section 7, if the Grantee's
employment with the Company or any Subsidiary is voluntarily
or involuntarily terminated for any reason prior to the Normal
Expiration Date, any Options held by the Grantee that have not
become vested on or before the effective date of such
termination of employment shall terminate and be canceled
immediately upon such termination of
employment. For purposes of this Agreement, all
Options held by the Grantee on the effective date of such
termination of employment that shall have become vested on or
before such effective date shall be referred to as the
"Covered Options".
ii. Notwithstanding
anything to the contrary contained herein, but subject to the
provisions of Section 7, following a termination of Grantee's
employment by reason of such Grantee's death or Disability,
all of the Grantee's Options (whether or not then vested or
exercisable) shall become immediately exercisable in full and
shall remain exercisable solely until the first to occur of
(A) the twelve-month anniversary of the date of such
termination of employment or (B) the Normal Expiration Date,
and shall automatically terminate and be canceled upon the
expiration of such period.
iii. Subject
to the provisions of Section 7, following a termination of
Grantee's employment by reason of the Grantee's Retirement,
the Covered Options shall remain exercisable solely until the
first to occur of (A) the twelve-month anniversary following
the date of such Grantee's Retirement or (B) the Normal
Expiration Date, and shall automatically terminate and be
canceled upon the expiration of such period.
iv. Subject
to the provisions of Section 7, if the Grantee's employment is
terminated for any reason other than (x) Retirement, (y) death
or Disability or (z) for Cause, the Covered Options shall
remain exercisable solely until the first to occur of (A) the
90th day following the date of such termination or (B) the
Normal Expiration Date, and shall automatically terminate and
be canceled upon the expiration of such period.
v. Notwithstanding
anything else contained in this Agreement, if the Grantee's
employment with the Company or any Subsidiary is terminated
for Cause (or if, following the date of termination of the
Grantee's employment for any reason, the Committee determines
that circumstances exist such that the Grantee's employment
could have been terminated for Cause), all Options (whether or
not then vested or exercisable) shall automatically terminate
and be canceled immediately upon such
termination.
5.
Restrictions on
Exercise; Non-Transferability of Options .
a.
Restrictions on
Exercise . Once vested in accordance with
the provisions of this Agreement, the Options may be exercised
only with respect to full shares of Common
Stock. No fractional shares of Common Stock shall
be issued. Notwithstanding any other provision of
this Agreement, the Options may not be exercised in whole or
in part, and no certificates representing Shares shall be
delivered, (i) unless all requisite approvals and consents of
any governmental authority of any kind having jurisdiction
over the exercise of the Options shall have been secured, and
(ii) unless Section 5(c) shall have been
satisfied.
b.
Non-Transferability
of Options . Except as provided in the Plan,
the Options may be exercised only by the Grantee or, following
his death, by the Grantee's estate. Except as
provided in the Plan, the Options are not assignable or
transferable, in whole or in part, and may not, directly or
indirectly, be offered, transferred, sold, pledged, assigned,
alienated, hypothecated or otherwise disposed of or encumbered
(including, without limitation, by gift, operation of law or
otherwise) other than by will or by the laws of descent and
distribution to the estate of the Grantee upon the Grantee's
death, provided that the deceased Grantee's beneficiary or the
representative of the Grantee's estate shall acknowledge and
agree in writing, in a form reasonably acceptable to the
Company, to be bound by the provisions of this Agreement and
the Plan as if such beneficiary or the estate were the
Grantee.
c.
Withholding
. Whenever Shares are to be issued pursuant to the
Options, the Company may require the recipient of the Shares
to remit to the Com
