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                                                                    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 $160,000 for so long as
the employee is employed by the Company during the fiscal year ending February
2, 2002.

         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. Your Cash Award will be
calculated based upon the Company's growth in Pre-Bonus Net Income over the
previous year. You are designated a Level I Executive. The incentive multiple
level based on the percentage of change in Pre-Bonus Net Income is tied to your
base salary. The multiples for your fiscal 2001 cash award will be calculated as
follows:



                                                           Multiple
                                                           of Base
                                                           Salary
                                                           --------

               LEVEL I

               Change in Pre-Bonus Net Income              2001
               ------------------------------              ----
               >10% decrease                               0.00
                10% decrease                               0.70
                No Change                                  1.10
               >10% increase                               1.50
               >20% increase                               1.80
               >30% increase                               2.30
               >40% increase                               2.70
               >50% increase                               3.20


         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.

         3. Restricted Stock will be granted based upon a percentage of the Cash
Award and the fair market value of the Company's stock on the date of
certification by the Compensation Committee of the amount of the Cash Award.
Restricted Stock grants will be based upon the following:


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               Change in Pre-Bonus Net Income            Level I Executives
               ------------------------------            ------------------
               Any decrease                                     none
               No Change                                        10%
               10% increase                                     15%
               20% increase                                     20%
               30% increase and up                              30%


Restricted Stock granted pursuant to this Plan will vest 20% per year over five
years. Disposal of any vested shares of Restricted Stock will be prohibited for
five years, subject to waiver in the event of death or disability. The effect on
income of all Restricted Stock grants will be included in the calculation of
Pre-Bonus Net Income.

         4. Options to purchase 13,860 shares ("Options") of The Buckle, Inc.
common stock at $20.51 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 (2/03/01). 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 ten years. This Plan added an "accelerator" feature for the Options
so that vesting may occur sooner than the three or ten years 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.

         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, 2001
The Buckle, Inc.


Acknowledged by:
                --------------------------------
                         James E. Shada


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