EXHIBIT
10.4

    


    ACKNOWLEDGMENT

    


    1.    Patricia K.
Whisler, currently employed by The Buckle, Inc. (“Company”) of Kearney,
Nebraska, will be paid an annual salary of $335,000 for so long as the employee
is employed by the Company during the fiscal year ending January 29,
2011.

    


    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 2010 Proxy Statement). The applicable percentage amounts per the 2010
Executive Incentive Plan include 8.0% 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, 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 2010 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 15,000 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 2.5% increase in Pre-Bonus Net Income is achieved and
the second one-half of the shares granted will vest over four years if a 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 28, 2012, 30% on February 2, 2013 and
30% on February 1, 2014. 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.  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.

    


    March 22,
2010

    The
Buckle, Inc.

    


    
      
        
          	
                  Acknowledged
      by:

                	
                  /s/ PATRICIA K. WHISLER

                
	 
      	
                  Patricia
      K. Whisler