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 $900,000 for so long as the employee is
employed by the Company during the fiscal year ending January 30,
2010.

      


      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 2009 Proxy Statement).  The applicable percentage
amounts per the 2009 Executive Incentive Plan include 8.0% of the increase in
Same Store Sales, 4.5% of the increase in Gross Profit and 14.0% 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, with the immediately preceding year receiving a 4:1
weighting over the other two years included in the calculation, for both Gross
Profit and Pre-Bonus Net Income. Your percentage of the bonus pool has been
pre-set for fiscal 2009 by the compensation committee of the Board of
Directors.

      


      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.  You
were awarded 90,000 shares of restricted stock in The Buckle, Inc. common stock
pursuant to the 2005 Restricted Stock Plan as of February 1,
2009.  Restricted stock granted under the Plan will vest according to
the terms of the 2005 Restricted Stock Plan and the terms of the separate
Restricted Stock Agreement between you and the Company, to which Agreement
reference is hereby made.  Those terms include a performance feature
whereby one-half of the shares granted will vest over four years if a 3%
increase in Pre-Bonus Net Income is achieved and the second one-half of the
shares granted will vest over four years if an 6% increase in Pre-Bonus Net
Income is achieved.  If the performance goal is met, the shares will
vest 20% upon certification by the compensation committee that such goal was
met, and then 20% at January 29, 2011, 30% on January 28, 2012 and 30% on
February 2, 2013.  You must continue to be employed by the Company on
the date of vesting.  The foregoing description of the vesting
features of the Restricted Stock granted to you is qualified in its entirety by
reference to the terms of the 2005 Restricted Stock Plan and the separate
Restricted Stock Agreement between you and the Company.

      


      4.   You are authorized
personal use of a corporate owned aircraft for up to 40 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 1,
2009

      The
Buckle, Inc.

      


      
        
          
            
              
                
                  	
                          Acknowledged
      by:

                        	
                          /s/ DENNIS H. NELSON

                        	 
	 
      	
                          Dennis
      H. Nelson