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").

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");

WHEREAS, pursuant to the Plan, the Compensation Committee of the Board (the "Committee") has authorized the grant to the Grantee of [incentive/non-qualified] stock options to purchase the Number of Shares described above of Common Stock (each, a "Share" and, collectively, the "Shares") at the Exercise Price described above 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) hereof.

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 the Number of Shares described above.  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 equal to the Exercise Price set forth above.

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.  If a substantially similar agreement has been executed 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 (the "New Agreement"), the Grantee acknowledges that the New Agreement shall constitute a complete amendment and restatement of any such previously executed agreement.

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