Cabela's 2009 Annual Report Download - page 109

100
CABELA’S INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
Nonvested Stock and Stock Unit Awards – During 2009, we issued 785,780 units of nonvested stock under the
2004 Plan to employees at a weighted average fair value of $8.19 per unit and 138,249 units to our President and Chief
Executive Officer at a fair value of $10.25 per unit. These nonvested stock units vest evenly over three years on the
grant date anniversary based on the passage of time. The nonvested stock units granted to our President and Chief
Executive Officer are subject to the same terms and conditions of the 2004 Plan.
401(k) Savings Plan – All employees are eligible to defer up to 80% of their wages to Cabela’s 401(k) savings plan,
subject to certain limitations. The Company matches 100% of eligible employee deferrals up to 4% of eligible wages. For
eligible employees hired prior to January 1, 2009, the Company may also contribute a 2% discretionary matching contribution.
Total expense for employer contributions was $8,535, $7,894, and $7,007 in 2009, 2008, and 2007, respectively.
20. STOCKHOLDERS’ EQUITY AND DIVIDEND RESTRICTIONS
Preferred Stock – We are authorized to issue 10,000,000 shares of preferred stock having a par value of $0.01
per share. None of the shares of the authorized preferred stock have been issued. The board of directors is authorized
to issue these shares of preferred stock without stockholder approval in different classes and series and, with respect
to each class or series, to determine the dividend rate, the redemption provisions, conversion provisions, liquidation
preference, and other rights, privileges, and restrictions. The issuance of any preferred stock could have the effect
of diluting the voting power of the holders of common stock, restricting dividends on the common stock, impairing
the liquidation rights of the common stock, or delaying or preventing a change in control without further action by
the stockholders.
Class A Voting Common Stock – The holders of our Class A common stock are entitled to receive ratably
dividends, if any, the board of directors may declare from time to time from funds legally available therefore, subject
to the preferential rights of the holders of any shares of preferred stock that we may issue in the future. The holders of
our Class A common stock are entitled to one vote per share on any matter to be voted upon by stockholders.
Upon any voluntary or involuntary liquidation, dissolution, or winding up of company affairs, the holders of
our Class A common stock are entitled to share ratably with the holders of Class B non-voting common stock in all
assets remaining after payment to creditors and subject to prior distribution rights of any shares of preferred stock
that the Company may issue in the future. All of the outstanding shares of Class A common stock are fully paid and
non-assessable.
Class B Non-voting Common Stock – The holders of our Class B non-voting common stock are not entitled to
any voting rights, except that the holders may vote as a class, with each holder receiving one vote per share of Class B
non-voting common stock, on any amendment, repeal, or modification of any provision of our Amended and Restated
Certificate of Incorporation that adversely affects the powers, preferences, or special rights of holders of Class B
non-voting common stock. Shares of the Class B non-voting common stock are convertible into the same number of
shares of Class A voting common stock at any time. However, no holder of shares of Class B non-voting common
stock is entitled to convert any of its shares into shares of Class A common stock, to the extent that, as a result of such
conversion, the holder directly, or indirectly, would own, control, or have the power to vote a greater number of shares
of Class A common stock or other securities of any kind issued by us than the holder is legally permitted to own,
control, or have the power to vote. Subject to the prior rights of holders of preferred stock, if any, holders of Class B
non-voting common stock, which rates equally with the Class A common stock in respect of dividends, are entitled
to receive ratably dividends, if any, as may be lawfully declared from time to time by our board of directors. None of
the shares of the authorized Class B non-voting common stock were outstanding during 2009 or 2008.
Upon any voluntary or involuntary liquidation, dissolution, or winding up of company affairs, the holders of
Class B non-voting common stock are entitled to share ratably with the holders of Class A common stock in all assets
remaining after payment to creditors and subject to prior distribution rights of any shares of preferred stock that we
may issue in the future.