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Exhibit 10.4
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Name
of Grantee:
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Number
of Shares:
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Incentive
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N/A
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Nonqualified
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2,000
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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
non-employee director of the Company (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 Section 5.6 of the Plan, the Grantee has been
granted non-qualified stock options to purchase Two Thousand
(2,000) shares of Common Stock (each, a "Share" and,
collectively, the "Shares") at the exercise price per Share
set forth in Section 2; 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. “Committee”
means the Compensation Committee of the Board.
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 eighth 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 Two Thousand (2,000)
Shares. The Options 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 equal to
[ ] (the
“Exercise Price").
3.
Exercisability
.
a.
Options
. Except as otherwise provided in Section 7(a) of
this Agreement, the Options shall be exercisable with respect
to one hundred percent (100%) of the Shares on the first
anniversary of the Grant Date.
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.
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 . Except as provided in Section
7, if the Grantee ceases to be a member of the Board for any
reason, the Grantee may exercise any Options that are
exercisable on the date the Grantee ceases to be a member of
the Board until the Normal Expiration Date. Any
Options that are not then exercisable shall be forfeited and
canceled as of the date the Grantee ceases to be a member of
the Board.
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 Company an amount in cash sufficient to
satisfy the statutory minimum U.S. federal, state and local
and non-U.S. tax withholding requirements as a condition to
the issuance of such Shares. In the event any cash
is paid to the Grantee or the Grantee's estate or beneficiary
pursuant to Section 7 hereof or any provision of the Plan, the
Company shall have the right to withhold an amount from such
payment sufficient to satisfy the statutory minimum U.S.
federal, state and local and non-U.S. tax withholding
requirements. The Committee may, in its discretion,
require or permit the Grantee to elect, subject to such
conditions as the Committee shall impose, to meet such
obligations by having the Company withhold the number of
Shares having a Fair Market Value sufficient to satisfy all or
part of the Grantee's estimated total statutory minimum U.S.
federal, state, and local and non-U.S. tax obligation with
respect to the issuance of Shares upon exercise of
Options.
6.
Manner of
Exercise . To the extent that any
outstanding Options shall have become and remain vested and
exercisable as provided in Sections 3 and 4 and subject to
such reasonable administrative regulations as the Committee
may have adopted, such Options may be exercised, in whole or
in part, by notice to the designated officer of the Company
(or designated third party administrator, if any) in writing
given at least 5 business days (or shorter period permitted by
any third party administrator) prior to the date as of which
the Grantee will so exercise the Options (the "Exercise
Date"), specifying the number of whole Shares with respect to
which the Options are being exercised (the "
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