|
Exhibit 10.2
|
Name
of Grantee:
|
|
| |
|
|
Number
of Shares:
|
|
RESTRICTED STOCK AGREEMENT
RESTRICTED
STOCK AGREEMENT dated as of
[ ] (the
“Grant Date”), 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 Restricted Stock (as defined below) in accordance
with the terms and conditions of this Agreement;
and
WHEREAS,
the Grantee and the Company desire to enter into an agreement
to evidence and confirm the grant of such Restricted Stock on
the terms and conditions set forth herein.
NOW,
THEREFORE, to evidence the Restricted Stock so granted, and to
set forth the terms and conditions governing such Restricted
Stock, the Company and the Grantee hereby agree as
follows:
1.
Grant of
Restricted . The Company hereby evidences
and confirms its grant to the Grantee, effective as of the
Grant Date, of
[ ] shares of
Common Stock (each, a “Share” and, collectively,
the “Shares”). All Shares received by
the Grantee under this Agreement are subject to the
restrictions contained herein and are referred to herein as
“Restricted Stock.” This Agreement is
subordinate to, and the terms and conditions of the Restricted
Stock 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. Any capitalized terms used herein
without definition shall have the meanings set forth in the
Plan.
2.
Vesting of
Restricted Stock .
a.
Restriction
Period . Except as provided in
Section 2(b)(i) or Section 6 hereof, the
Restricted Stock granted hereby may not be sold, assigned,
transferred, pledged, hypothecated or otherwise directly or
indirectly encumbered or disposed of until the end of the
Restriction Period (as stated below) or at such earlier date
as such restrictions shall otherwise lapse under the terms of
this Agreement or the Plan. The Restriction Period
shall expire as follows:
[ ]
b.
Termination of
Employment . Notwithstanding anything
contained in this Agreement to the contrary, (i) subject to
the provisions of Article 8 of the Plan, if the Grantee's
employment is terminated due to his death or Disability during
the Restriction Period, the Restriction Period shall terminate
with respect to a pro rata portion of the Shares underlying
the Restricted Stock then held by the Grantee based on the
number of months the Grantee was employed during the
applicable Restriction Period (determined using the expiration
date of the Restriction Period for all of the Restricted
Stock), and the remaining Restricted Stock for which the
Restriction Period has not then expired shall be forfeited and
canceled as of the date of such termination, and (ii) if the
Grantee's employment is terminated for any other reason during
the Restriction Period, any Restricted Stock held by the
Grantee for which the Restriction Period has not then expired
shall be forfeited and canceled as of the date of such
termination. Nothing in this Agreement shall be
deemed to confer on the Grantee any right to continue in the
employ of the Company or any Subsidiary, or to interfere with
or limit in any way the right of the Company or Subsidiary to
terminate such employment at any time.
c.
Committee
Discretion . Notwithstanding anything
contained in this Agreement to the contrary, the Committee, in
its sole discretion, may accelerate the expiration date of the
Restriction Period with respect to any Restricted Stock under
this Agreement at such times and upon such terms and
conditions as the Committee shall determine.
3.
Delivery of
Restricted Stock .
a.
Stock
Certificates . On or as soon as practicable
after the Grant Date, the Company shall issue one or more
stock certificates evidencing the grant of Restricted Stock to
the Grantee, which shall be held by the Company until the
expiration of the Restriction Period, at which time the Shares
shall be delivered to the Grantee.
b.
Stock
Powers . The Grantee shall deposit with the
Secretary of the Company stock powers or other instruments of
transfer or assignment, duly endorsed in blank with signature
guaranteed, corresponding to each certificate for all Shares
until the expiration of the Restriction Period, at which time
the stock powers shall be returned to the
Grantee.
4.
Grantee's
Representations, Warranties and Covenants.
a.
Investment
Intent . The Grantee represents and warrants
that the Restricted Stock has been, and any Shares will be,
acquired by the Grantee solely for the Grantee's own account
for investment and not with a view to or for sale in
connection with any distribution thereof. The
Grantee further understands, acknowledges and agrees that the
Restricted Stock, and any Shares, may not be transferred,
sold, pledged, hypothecated or otherwise disposed of except to
the extent expressly permitted hereby and at all times in
compliance with the U.S. Securities Act of 1933, as amended,
and the rules and regulations of the Securities Exchange
Commission thereunder, and in compliance with applicable state
securities or "blue sky" laws.
b.
Proprietary
Matters Agreement . The Grantee acknowledges
that, as a condition to granting the Restricted Stock 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. If the Grantee has
executed a Proprietary Matters Agreement in connection with
the prior grant of Options, the Grantee hereby affirms such
agreement; provided, if the Company requires the Grantee to
execute a new Proprietary Matters Agreement or substantially
similar agreement (the “New Agreement”), the
Grantee acknowledges that the New Agreement supersedes and
replaces any such previously executed agreement.
5.
Grantee's Rights
with Respect to Restricted Stock.
a.
Restrictions on
Transferability . Except as provided in the
Plan, during the Restriction Period, the Restricted Stock
granted hereby is 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 benefici
|
