BUCKLE INC
ACKNOWLEDGMENT FOR DENNIS H. NELSON
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>3
<FILENAME>c69084ex10-4.txt
<DESCRIPTION>ACKNOWLEDGMENT FOR DENNIS H. NELSON
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4


                                 ACKNOWLEDGMENT

         1. Dennis H. Nelson, currently employed by The Buckle, Inc. ("Company")
of Kearney, Nebraska, will be paid an annual salary of $725,000 for so long as
the employee is employed by the Company during the fiscal year ending February
1, 2003.

         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
(see Exhibit A to the Company's Proxy Statement). The applicable percentage
amounts for the fiscal 2002 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. Your
percentage of the bonus pool has been pre-set for fiscal 2002 by the
compensation committee of the Board of Directors.

         Each Participant in the Plan shall receive a Cash Award calculated as
follows for fiscal 2002, which is considered to be the "transition year " for
the Incentive Plan. For the Transition Year (fiscal 2002) the Cash Award shall
be equal to the sum of 50% the Participant's share of the Bonus Pool for the
Transition Year; plus a multiple of the Participant's Base Salary, which
multiple will be based upon the Company's growth in Pre-Bonus Net Income for the
Transition Year over the previous year. The multiple will also be different for
Level I and Level II Executives. You are designated as a Level I employee. The
multiples will be calculated as follows, with the multiples being pro-rated for
each one percent (1%) increase in Pre-Bonus Net Income between the levels set
forth below:

           -------------------------------------------------------------------
           EXECUTIVE LEVEL                           LEVEL I         LEVEL II
           -------------------------------------------------------------------
           Change in Pre-Bonus Net Income
           -------------------------------------------------------------------
           Any decrease                               0.00            0.00
           -------------------------------------------------------------------
           No Change                                  0.45            0.25
           -------------------------------------------------------------------
           5% increase                                0.525           0.30
           -------------------------------------------------------------------
           10% increase                               0.60            0.35
           -------------------------------------------------------------------
           20% increase                               0.80            0.45
           -------------------------------------------------------------------
           25% increase                               0.90            0.50
           -------------------------------------------------------------------
           30% increase                               1.00            0.55
           -------------------------------------------------------------------
           40% increase                               1.20            0.65
           -------------------------------------------------------------------

         No payment of a Cash Award for the year may be made until the Company's
Pre-Bonus Net Income for the year is 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.


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         3. Options to purchase 113,400 shares ("Options") of The Buckle, Inc.
common stock at $20.50 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 (2-02-02). 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 $17,000 to be paid
quarterly throughout the fiscal year. You are also allowed personal use of a
corporate owned aircraft for up to 30 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 18, 2002
The Buckle, Inc.


Acknowledged by:
                ------------------------------
                       Dennis H. Nelson




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