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 $475,000 for so long as the employee
      is employed by the Company during the fiscal year ending February 2,
      2008.

    


    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 2007 Proxy Statement). The applicable percentage amounts per the 2007
      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,
      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 2007
      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 17,000 shares of restricted stock in The Buckle, Inc. common stock
      pursuant to the 2005 Restricted Stock Plan as of February 4, 2007. 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 5% increase in Pre-Bonus Net Income is achieved and
      the second one-half of the shares granted will vest over four years if an 8%
      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 31, 2009, 30% on January 30, 2010
      and
      30% on January 29, 2011. 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
      will be given a vehicle allowance of $13,000 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.

    


    March
      27,
      2007

    The
      Buckle, Inc.

    
       

      
        
          	 	 	 	 	 
	Acknowledged by: 	/s/ JAMES
                  E.
                  SHADA	 	 	
                
	 	
                  
James
                  E. Shada