BUCKLE INC
ACKNOWLEDGMENT FOR JAMES E. SHADA
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<TYPE>EX-10.5
<SEQUENCE>4
<FILENAME>c84449exv10w5.txt
<DESCRIPTION>ACKNOWLEDGMENT FOR JAMES E. SHADA
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.5

                                 ACKNOWLEDGMENT

      1. James E. Shada, currently employed by The Buckle, Inc. ("Company") of
Kearney, Nebraska, will be paid an annual salary of $430,000 for so long as the
employee is employed by the Company during the fiscal year ending January 29,
2005.

      2. In addition to the salary outlined in paragraph 1, above, a "Cash
Award" for the above fiscal year will be paid to you provided you are employed
by the Company on the last day of such fiscal year. The "Cash Award" will be
paid as part of the Incentive Plan which includes a Bonus Pool as Cash Incentive
for executives. This Bonus Pool will be calculated for the fiscal year based
upon dollars of growth in key performance categories compared to the Base Year
amounts, multiplied by the applicable percentage amounts as outlined in the Plan
and multiplied by the net income factor outlined in the plan (see Exhibit A to
the Company's 2004 Proxy Statement). The applicable percentage amounts per the
2004 Executive Incentive Plan include 8.5% of the increase in Same Store Sales,
5.0% of the increase in Gross Profit and 15.0% of the increase in Pre-bonus Net
Income. The Base Year amounts are determined using the immediately preceding
fiscal year for Same Store Sales and the prior three-year rolling average for
the Gross Profit and Pre-Bonus Net Income.

      No payment of a Cash Award for the year may be made until the Company's
key performance categories for the year are certified by the Compensation
Committee. You shall not be entitled to receive payment of a Cash Award unless
you are still in the employ of (and shall not have delivered notice of
resignation to) the Company on the last day of the fiscal year for which the
Cash Award is earned.

      The Cash Award will be paid on or before April 15 following the close of
the fiscal year. For calculating this Cash Award, "Pre-Bonus Net Income" shall
be defined as the Company's net income from operations after the deduction of
all expenses, excluding administrative and store manager percentage bonuses and
excluding income taxes, but including draws against such bonuses. Net income
from operations does not include earnings on cash investments. For this purpose,
net income shall be computed by the Company in accordance with the Company's
normal accounting practices, and the Company's calculations will be final and
conclusive.

      3. Options to purchase 51,750 shares ("Options") of The Buckle, Inc.
common stock at $25.75 per share were granted to you pursuant to the 1997
Executive Stock Option Plan as of the last day of the fiscal year preceding this
Plan (January 31, 2004). Options granted under the Plan will vest according to
the same terms as the 1997 Management Incentive Plan. Those terms include a
performance feature whereby one-half of the Options granted will vest over three
years if a 10% increase in Pre-Bonus Net Income is achieved, and the second
one-half of the Options granted vest over three years if a 30% increase in
Pre-Bonus Net Income is achieved. If the performance goals are not met the
Options will ultimately vest after nine years and eleven months. This Plan added
an "accelerator" feature for the Options so that vesting may occur sooner than
the three years or nine years and eleven months, when and if the market price of
the Company's stock doubles from the fair market value of the stock at the date
of the grant. All Options will also include a "reload" feature under this Plan.

      4. You will be given a vehicle allowance of $12,000 to be paid quarterly
throughout the fiscal year. You are also allowed personal use of a corporate
owned aircraft for up to 10 hours this fiscal year.

      5. A credit limit of $3,500 has been established on your The Buckle charge
account, subject to annual change as determined by management. Please make sure
your charge account balance does not exceed this limit. You may have payments
made to your charge account via payroll withholding during the year.

      Management is committed to reviewing its policies continually.
Accordingly, the statements outlined above are subject to review and change at
any time, with or without notice.

      I understand I have the right to terminate my employment with the Company
at any time, with or without notice, and the Company retains the same right,
with or without cause or notice. I recognize, therefore, that I am an "at will"
employee.

      This acknowledgment supersedes any prior acknowledgment or agreement with
the Company. This acknowledgment does not constitute an agreement of employment
with the Company.

April 5, 2004
The Buckle, Inc.


Acknowledged by: _______________________________
                           James E. Shada

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