Fiscal 2007 Cash Bonuses On February 12, 2008, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Cabela’s Incorporated (the “Company”) (i) assessed the performance of the Company with respect to the pre-established corporate financial objectives for fiscal 2007, (ii) assessed the individual performance of the Company’s executive officers and compared actual fiscal 2007 individual performance to the pre-determined individual performance goals, and (iii) determined the fiscal 2007 cash bonuses payable under the Company’s Restated Bonus Plan for the following executive officers of the Company (the “named executive officers”): Dennis Highby, President and Chief Executive Officer; Ralph W. Castner, Vice President and Chief Financial Officer; Patrick A. Snyder, Senior Vice President of Merchandising, Marketing, and Retail Operations; Michael Callahan, Senior Vice President of Business Development and International Operations; and Brian J. Linneman, Senior Vice President of Global Supply Chain and Operations. Each of Messrs. Highby, Castner, Snyder, Callahan, and Linneman are employed “at will.” Fiscal 2007 cash bonuses for the named executive officers will be payable in March 2008. The amounts of the fiscal 2007 cash bonuses will be reported in the Company’s proxy statement for its 2008 Annual Meeting of Shareholders. Fiscal 2008 Base Salaries On February 12, 2008, the Compensation Committee established fiscal 2008 base salaries for the named executive officers. Fiscal 2008 base salaries, effective March 16, 2008, for the named executive officers will be as follows: Mr. Highby, $721,924; Mr. Castner, $388,125; Mr. Snyder, $475,000; Mr. Callahan, $429,955; and Mr. Linneman, $400,000. Adoption of Cabela’s Incorporated Performance Bonus Plan On February 12, 2008, the Company adopted the Cabela’s Incorporated Performance Bonus Plan (the “Performance Bonus Plan”). The Company’s named executive officers are eligible to participate in the Performance Bonus Plan. The Performance Bonus Plan is generally administered by the Compensation Committee. In addition, the Board of Directors may select another committee composed of not less than two directors, each of whom is an “outside director” (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”)) to administer the Performance Bonus Plan. The Performance Bonus Plan generally provides for the grants of awards, as determined by the Compensation Committee, to a participant based on that participant’s level of attainment of certain specified performance goals during a specified performance period. With respect to awards intended to qualify as performance-based compensation for purposes of Section 162(m), the applicable performance goals will be based on objective performance criteria established in advance by the Compensation Committee that are measured in terms of one or more of the following objectives: (i) earnings before or after taxes, interest, depreciation, and/or amortization; (ii) net earnings (before or after taxes); (iii) net income (before or after taxes); (iv) operating income before or after depreciation and amortization (and including or excluding capital expenditures); (v) operating income (before or after taxes); (vi) operating profit (before or after taxes); (vii) book value; (viii) earnings per share (before or after taxes); (ix) market share; (x) return measures (including, but not limited to, return on capital, invested capital, assets, equity); (xi) margins; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) comparable or same store sales; (xiv) sales or product volume growth; (xv) productivity improvement or operating efficiency; (xvi) costs or expenses; (xvii) shareholders’ equity; (xviii) revenues or sales; (xix) cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on capital); (xx) revenue-generating unit-based metrics; (xxi) expense targets; (xxii) individual performance objectives; (xxiii) working capital targets; (xxiv) measures of economic value added; (xxv) inventory control; or (xxvi) enterprise value. The foregoing performance criteria may relate to the Company, one or more of its affiliates, or one or more of its or their divisions or units, or departments or functions, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Compensation Committee shall determine. |
