Cabela's 2010 Annual Report Download - page 109

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99
CABELA’S INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands Except Share and Per Share Amounts)
Employee Stock Purchase Plan – The maximum number of shares of common stock available for issuance
under the Company’s Employee Stock Purchase Plan is 1,835,000. During 2010, there were 130,034 shares issued.
As of January 1, 2011, there were 850,915 shares authorized and available for issuance.
401(k) Savings Plan – All employees are eligible to defer up to 80% of their wages in 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 $8,478, $8,535, and $7,894 in 2010, 2009, and
2008, respectively.
21. STOCKHOLDERS’ EQUITY AND DIVIDEND RESTRICTIONS
Preferred Stock – The Company is 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 Cabela’s 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 the Company may
issue in the future. The holders of Cabela’s 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
Cabela’s 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 Cabela’s 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 the
Company’s 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 the Company’s board of directors. None of the shares of the authorized Class B non-
voting common stock were outstanding during 2010 or 2009.
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 the Company may issue in the future.