<PAGE> 1
As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 33-___
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
THE BUCKLE, INC.
(Exact name of registrant as specified in its charter)
Nebraska 47-0366193
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
2407 West 24th Street
Kearney, Nebraska 68847
(Address of principal (Zip code)
executive offices)
----------------
1995 Executive Stock Option Plan
(Full title of the Plan)
----------------
Dennis Nelson, President
The Buckle, Inc.
2407 West 24th Street
Kearney, Nebraska 68847
(308) 236-8491
(Name, address and telephone number,
including area code, of agent for service)
----------------
With copy to:
Robert J. Routh, Esq.
Knudsen, Berkheimer,
Richardson, Endacott & Routh
1000 NBC Center
Lincoln, Nebraska 68508
<PAGE> 2
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered(1) Share (2) Price(2) Fee
- --------------- ------------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock
(par value $.05 500,000 $27.99 $13,993,750 $4,825.43
per share) shares
===============================================================================
</TABLE>
(1) 165,000 shares are being offered pursuant to stock options
previously granted under the Plan, and 335,000 are being offered under options
that may be granted under the Plan in the future.
(2) Reflects a weighted average of the per share exercise price
($13.75) of 165,000 options perviously granted and all shares offered under
options which may be granted in the future (based on the average of the high
and low prices of shares of the same class reported in the consolidated
reporting system on June 25, 1996), in accordance with Rules 457(c) and 457(h)
of the Securities Act of 1933.
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<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be delivered to employees in accordance with Form S-8 and Rule
428(b)(1) under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into
this Registration Statement: (i) the Registrant's Annual Report on Form 10-K
for the fiscal year ended February 3, 1996; (ii) all other reports filed
pursuant to section 13(a) or 15(d) of the Securities Exchange Act since
February 3, 1996; and (iii) the description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A as filed with
the Securities and Exchange Commission on April 28, 1992.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 21-20,102 to 21-20,110 of the Nebraska Business
Corporation Act empowers the Registrant to indemnify, subject to the standards
set forth therein, any persons in connection with any action, suit or
proceeding brought or threatened by reason of the fact that he or she is or was
a director, officer, employee or agent of the Registrant, or is or was serving
at the request of the Registrant. The Nebraska Business Corporation Act also
provides that the Registrant may purchase insurance on behalf of any such
director, officer, employee or agent. On September 3, 1991, the Registrant
adopted a resolution providing for the indemnification by the
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<PAGE> 4
Registrant of each director, officer, employee or agent of the Registrant to
the full extent permitted by the Nebraska Business Corporation Act. The
Registrant maintains an insurance policy insuring its directors and officers
against liability for certain acts and omissions while acting in their official
capacities. Additionally, on May 7, 1992 the Registrant and its principal
stockholder entered into an Underwriting Agreement with certain Underwriters
(as defined in the Agreement), which Agreement provides for indemnification by
the Underwriters of the Registrant, each of its directors and officers, and
each person who controls the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index at page 8.
ITEM 9. UNDERTAKINGS.
(a) The Undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material change
to such information set forth in the registration statement;
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<PAGE> 5
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kearney, State of Nebraska, on June 28, 1996.
THE BUCKLE, INC.
By:DENNIS H. NELSON
___________________________
Dennis H. Nelson
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel J. Hirschfeld and Dennis H.
Nelson, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including pre-effective and post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact, and each of them, and agents or
their substitutes may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
Chairman of the Board,
Chief Executive Officer
and Director (Principal
DANIEL J. HIRSCHFELD Executive Officer) June 28, 1996
- ------------------------
Daniel J. Hirschfeld
President, Chief Oper-
ating Officer and
Director (Principal
DENNIS H. NELSON Executive Officer) June 28, 1996
- ------------------------
Dennis H. Nelson
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
Signature Capabilities Date
- --------- ------------ ----
<S> <C> <C>
Vice President of Finance,
Treasurer, and
Director (Principal
Financial and Account-
KAREN B. RHOADS ing Officer) June 28, 1996
- -----------------------
Karen B. Rhoads
Director June ___, 1996
- ------------------------
Bill L. Fairfield
Director June ___, 1996
- ------------------------
Robert E. Campbell
WILLIAM D. ORR Director June 28, 1996
- ------------------------
William D. Orr
Director June ___, 1996
- ------------------------
Ralph M. Tysdal
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
- ------- ----------- ----------
<S> <C>
4.1 Registrant's 1995 Executive Stock
Option Plan
4.2 Form of Non-Qualified Stock Option
Agreement
4.3 Form of Non-Qualified Stock Option
Agreement
5.1 Opinion of Knudsen, Berkheimer, Richardson,
Endacott & Routh and its consent
23.1 Consent of Deloitte & Touche
23.2 Consent of Knudsen, Berkheimer, Richardson,
Endacott & Routh (included in its opinion in
Exhibit 5.1)
24.1 Power of Attorney (included on page 6)
</TABLE>
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<PAGE> 1
EXHIBIT 4.1
<PAGE> 2
THE BUCKLE, INC.
1995 EXECUTIVE STOCK OPTION PLAN
1. DEFINITIONS.
(a) "Agreement" means an agreement between the Company
and a Participant setting forth the terms and conditions of an Award.
(b) "Award" means a stock option, stock appreciation
right, or any combination of them, as described in and granted under the Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Change in Control" means
(i) the acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) of the Exchange Act) other than
(A) an employee benefit plan (or related trust) sponsored or maintained by the
Company or any of its affiliates or (B) Dan Hirschfeld or any member of his
family (including his spouse, or any lineal descendant) or any of his or their
affiliates, of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors or of equity securities having a value equal to 25% or more of the
total value of all equity securities of the Company, if, at the time of such
acquisition Dan Hirschfeld, members of his family and his affiliates own less
than 50% of the outstanding voting securities of the Company or less than 50%
of the total value of all equity securities of the Company; or
(ii) individuals who as of the effective date of the
Plan constitute the Board and subsequently elected members of the Board whose
election is approved or recommended by at least a majority of such current
members or their successors whose election was so approved or recommended,
cease for any reason to constitute at least a majority of such Board.
(iii) approval by the stockholders of the Company of
(A) a merger, reorganization or consolidation with respect to which the
individuals and entities who were the respective beneficial owners of the
Common Stock and voting securities of the Company immediately before such
merger, reorganization or consolidation do not, after such merger,
reorganization or consolidation, beneficially own, directly or indirectly, more
than 60% of respectively, the then outstanding common shares and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors of the corporation resulting from such
merger, reorganization or consolidation, (B) a liquidation or dissolution of
the Company or (C) the sale or other disposition of all or substantially all of
the assets of the Company.
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<PAGE> 3
Notwithstanding the foregoing, a Change in Control of the
Company shall be deemed not to have occurred with respect to any Participant,
if such Participant is, by written agreement executed prior to such Change in
Control, a party on such Participant's own behalf in a transaction in which the
persons (or their affiliates) with whom such Participant has the written
agreement Acquire the Company (as defined below) and, pursuant to the written
agreement, the Participant has an equity interest in the resulting entity or a
right to acquire such an equity interest.
For the purposes of the foregoing, "Acquire the Company" means
the acquisition of beneficial ownership by purchase, merger, or otherwise, of
either more than 50% of the Common Stock (such percentage to be computed in
accordance with Rule 13d-3(d)(1)(i) promulgated under the Exchange Act) or
substantially all of the assets of the Company or its successors.
(e) "Code" means the Internal Revenue Code of 1986, as
amended.
(f) "Committee" means the committee referred to in
Section 3(a) of the Plan.
(g) "Common Stock" means the Common Stock of the Company,
par value $.05 per share, or such other class or kind of share or other
securities as may be applicable under Section 12.
(h) "Company" means The Buckle, Inc., a Nebraska
corporation, or any successor to substantially all its business.
(i) "Employee" means an officer or other employee of the
Company or a Related Company.
(j) "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended, and the rules and regulations thereunder.
(k) "Exchange Act" means the Securities and Exchange Act
of 1934, as amended, and the rules and regulations thereunder.
(l) "Fair Market Value" means the average of the highest
and the lowest quoted selling price of a share of Common Stock as reported on
the composite tape for securities listed on the New York Stock Exchange, or
such other national securities exchange as may be designated by the Committee,
or, in the event that the Common Stock is not listed for trading on a national
securities exchange but is quoted on an automated quotation system, on such
automated quotation system, in any such case on the valuation date (or, if
there were no sales on the valuation date, the average of the highest and the
lowest quoted selling prices as reported on said composite tape or automated
quotation system for the most recent day during which a sale occurred). If the
Common Stock is not listed on a national securities exchange and is not quoted
on an automated quotation system, then Fair Market Value shall be determined in
good faith by the Committee.
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<PAGE> 4
(m) "Participant" means an Employee who has been granted
an Award under the Plan.
(n) "Plan" means the 1995 Executive Stock Option Plan of
the Company as described herein.
(o) "Related Company" means any corporation or other
entity in which the Company has or obtains a proprietary interest by reason of
stock ownership or otherwise.
2. PURPOSE.
The Plan is intended to provide an incentive to selected Key
Employees of the Company and of its Related Companies to remain in the employ
of the Company and its Related Companies and to increase their interest in the
success of the Company by providing them with opportunities to increase their
proprietary interest in the Company and to receive compensation based upon the
Company's success.
3. ADMINISTRATION.
(a) A committee (the "Committee") appointed by the Board
shall be responsible for administering the Plan. The Committee shall be
comprised of two or more members of the Board who qualify both as
"disinterested persons" as contemplated by Rule 16(b)3 promulgated under the
Exchange Act, or any successor provision thereto and as outside directors under
Section 162(m) of the Code.
(b) The Committee shall have authority to adopt such
rules as it may deem appropriate to carry out the purposes of the Plan, and
shall have authority to interpret and construe the provisions of the Plan and
any agreements under the Plan and to make determinations pursuant to any Plan
provision or agreement. Each interpretation, determination or other action
made or taken by the Committee pursuant to the Plan shall be final and binding
on all persons. No member of the Committee shall be liable for any action or
determination made in good faith, and the members of the Committee shall be
entitled to indemnification and reimbursement in the manner provided in the
Company's Articles of Incorporation and By-Laws as they may be amended from
time to time.
(c) The Committee may designate persons other than its
members to carry out its responsibilities under such conditions or limitations
as it may set, except that the Committee may not delegate (i) its authority
with regard to Awards, (including decisions concerning the timing, pricing and
amount of Awards) granted to Employees who are officers or directors for
purposes of Section 16(b) of the Exchange Act or (ii) its authority pursuant to
Section 10 to amend the Plan.
4. ELIGIBILITY.
Awards may be granted only to Employees. The Committee shall
have the authority to select the participants to whom Awards
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<PAGE> 5
may be granted and to determine the number and form of Awards to be granted to
each Participant.
5. STOCK SUBJECT TO THE PROVISIONS OF THE PLAN.
(a) The stock subject to the provisions of the Plan shall
be shares of authorized but unissued Common Stock and shares of Common Stock
held as treasury stock. Subject to adjustment in accordance with the provisions
of Section 12, and subject to Section 5(b) below, the total number of shares of
Common Stock as to which Awards may be granted shall be 500,000. During the
term of the Plan no Participant shall be granted options or stock appreciation
rights for more than 250,000 shares. During any fiscal year no Participant
shall be granted options or stock appreciation rights to more than 50,000
shares.
(b) For purposes of computing the number of shares of
Common Stock remaining available for Awards at any time, there shall be debited
against the total number of shares determined to be available pursuant to
Section 5(a) and 5(c) the number of shares of Common Stock issuable upon
exercise of stock options and stock appreciation rights granted pursuant to
Section 6. In the case of a stock option granted in tandem with a stock
appreciation right, the exercise of the option or stock appreciation right will
reduce proportionately the number of shares subject to the tandem stock
appreciation right or option, as the case may be. Any shares ceasing to be
subject to the tandem option or right because of such reduction shall not be
available for future Awards granted under the Plan.
(c) Any shares represented by Awards which are forfeited,
terminated, or expire unexercised shall again be available for grants and
issuance under the Plan.
6. AWARDS UNDER THE PLAN.
(a) Stock Options. A stock option shall entitle the
Participant to whom the option was granted the right to purchase a specified
number of shares of Common Stock during a specified time at a price that is
fixed at the time of grant, or for which the method of determining the price is
specified at the time of grant, all as the Committee may determine. Payment of
the exercise price shall be made in cash, or, to the extent provided in the
Agreement relating to the option, in shares of Common Stock already owned by
the participant or in any combination of cash and shares of Common Stock. The
Agreement relating to a stock option shall set forth the applicable vesting
schedule as determined by the Committee. A stock option shall be effective for
such term as shall be determined by the Committee and set forth in the
Agreement relating to such option.
(b) Stock Appreciation Rights.
(i) General. A stock appreciation right shall entitle
a Participant to receive, upon exercise, an amount in
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<PAGE> 6
cash equal to the excess, if any, of the Fair Market Value on the
exercise date of the number of shares of Common Stock for which the
stock appreciation right is exercised, over the Fair Market Value of
such number of shares on the date of grant (or, in the case of a stock
appreciation right granted in tandem with a stock option, the aggregate
exercise price which the Participant would otherwise have been
required to pay under the terms of the stock option in order to
purchase such shares).
(ii) Exercisability. A stock appreciation
right shall be exercisable at the time or times established by the
Committee at the time of grant. If a stock appreciation right is
granted in tandem with a stock option, the stock appreciation right
shall not be exercisable prior to or later than the time the related
stock option could be exercised.
(c) General Terms. The following terms and conditions
shall be applicable to Awards:
(i) Restrictions on Transfer. A stock option or
stock appreciation right granted under the Plan may not be transferred,
pledged, assigned, or otherwise disposed of, except by will or by the
laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code or Title I or ERISA.
(ii) Award Exercisable Only by Participant.
During the lifetime of a Participant, a stock option or other Award
providing for exercise shall be exercisable only by the Participant.
The grant of an Award shall impose no obligation upon the Participant
to exercise the Award.
(iii) Rights of a Stockholder. A Participant shall
have no rights as a stockholder with respect to shares covered by an
Award until the date the Participant or his nominee becomes the holder
of record of such shares. No adjustment will be made for dividends or
other rights for which the record date is prior to such date, except
as provided in Section 12.
(iv) Limitation on Exercise. An Option may not be
exercised, and no shares of Common Stock may be issued in connection
with an Award, unless the issuance of such shares has been registered
under the Securities Act of 1933, as amended, and qualified under
applicable state "blue sky" laws, or the Company has determined that
an exemption from registration and from qualification under such state
"blue sky" laws is available.
(v) Single or Tandem Grants. Any Award described
in subsections (a) or (b) above may be granted singly or in
combination or tandem with any other Award, as the Committee may
determine. Awards may be made in combination with, in replacement of
or as alternatives to grants or rights under
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<PAGE> 7
any other employee or compensation plan of the Company,
including the plan of any acquired entity.
7. AGREEMENTS.
The terms and conditions of each Award shall be embodied in an
Agreement in a form approved by the Committee, which shall contain terms and
conditions not inconsistent with the Plan and which shall incorporate the Plan
by reference.
8. TERMINATION OF EMPLOYMENT.
The Agreement relating to an Award will set forth provisions
governing the disposition of an Award in the event of the retirement,
disability, death or other termination of a Participant's employment.
9. TAX WITHHOLDING.
The Company or a subsidiary thereof, as appropriate, shall
deduct from all cash payments made pursuant to or in connection with any Award
any Federal, state or local taxes required to be withheld with respect to such
payments. In the case of an Award payable in shares of Common Stock, the
Company shall satisfy such obligation to remit taxes by withholding shares of
Common Stock that would otherwise be received by such individual.
10. AMENDMENTS.
The Committee may at any time and from time to time alter,
amend, suspend or terminate the Plan in whole or in part, provided, however,
that any amendment which under the requirements of applicable law must be
approved by the stockholders of the Company shall not be effective unless and
until such stockholder approval has been obtained in compliance with such law,
and provided, further, that any amendment that must be approved by the
stockholders of the Company in order to maintain the continued qualification of
the Plan under Rule 16(b)3 under the Exchange Act and/or Section 162(m) of the
Code, or any successor provision, shall not be effective unless and until such
stockholder approval has been obtained in compliance with such rule. No
termination or amendment of the Plan may, without the consent of the
Participant to whom an Award has been granted, adversely affect the rights of
such Participant under such Award.
11. APPLICATION OF FUNDS.
The proceeds received by the Company from the sale of Common
Stock or other securities pursuant to Awards will be used for general corporate
purposes.
12. ADJUSTMENT OF AND CHANGES IN SHARES.
In the event of any merger, consolidation, recapitalization,
reclassification, stock dividend, distribution of
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<PAGE> 8
property, special cash dividend, or other change in corporate structure
affecting the shares, the Committee shall make such adjustments, if any, as it
deems appropriate in the number and class of shares subject to, and the
exercise price of, outstanding options granted under the Plan, and in the value
of, or number or class of shares subject to, other Awards granted or available
to be granted under the Plan. The foregoing adjustments shall be determined by
the Committee in its sole discretion.
13. NO RIGHT TO EMPLOYMENT.
No person shall have any claim or right to receive grants of
Awards under the Plan. Neither the Plan, the grant of Awards under the Plan,
nor any action taken or omitted to be taken under the Plan shall be deemed to
create or confer on any employee any right to be retained in the employ of the
Company or any subsidiary or other affiliate thereof, or to interfere with or
to limit in any way the right of the Company or any subsidiary or other
affiliate thereof to terminate the employment of such employee at any time.
14. GOVERNING LAW.
The Plan and all agreements entered into under the Plan shall
be construed in accordance with and governed by the laws of the State of
Nebraska.
15. EFFECTIVE DATE.
The effective date of this Plan shall be the date the Plan is
approved by the stockholders of the Company.
16. TERM OF PLAN.
Unless earlier terminated pursuant to Section 10, the Plan
shall terminate on the fifth anniversary of the effective date provided for in
Section 15, except with respect to Awards then outstanding.
17. NO RESTRICTION ON RIGHT OF COMPANY TO EFFECT CORPORATE CHANGES.
The Plan shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of stock or of options, warrants or rights to purchase stock or of
bonds, debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or which are
convertible into or exchangeable for Common Stock, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
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<PAGE> 9
18. CHANGE IN CONTROL.
In order to maintain the Participants' rights in the event of
a Change in Control, the Committee, in its sole discretion, may, either at the
time an Award is made hereunder or at any time prior to, or coincident with or
after the time of a Change in Control;
(i) provide for the acceleration of any time periods
relating to the exercise or realization of such Awards so
that such Awards may be exercised or realized in full on or
before a date fixed by the Committee;
(ii) provide for the purchase of such Awards, upon
the Participant's request, for an amount of cash equal to
the Change in Control Value of such rights had such Awards
been currently exercisable or payable;
(iii) make such adjustments to the Awards then
outstanding as the Committee deems appropriate to reflect
such Change in Control; or
(iv) cause the Awards then outstanding to be
aassumed, or new rights substituted therefor, by the
surviving corporation in such Change in Control.
The Committee may, in its discretion, include such further
provisions and limitations in any agreement documenting such Awards as it may
deem equitable and in the best interests of the Company in the event of a
Change in Control, except that in no event may the Committee take actions that
would cause the Plan to lose qualification under Rule 16b-3 under the Exchange
Act, or take actions that will enable any Participant to incur liability under
Section 16(b) of the Exchange Act. Notwithstanding anything contained in the
Plan or any agreement under the Plan to the contrary, if the consummation of
any transaction under the Plan, or the taking of any action by the Committee in
connection with a Change in Control, would result in the possible imposition of
liability on a Participant pursuant to Section 16(b) of the Exchange Act, the
Committee shall have the right, in its sole discretion, but shall not be
obligated, to defer such transaction or the effectiveness of such action to the
extent necessary to avoid such liability, but in no event for a period longer
than 180 days.
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<PAGE> 1
EXHIBIT 4.2
<PAGE> 2
THE BUCKLE, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
NAME: ____________________ DATE OF GRANT: January 30, 1995
ADDRESS: _____________________ OPTION PRICE: $________ Per Share
_____________________
SOC. SEC. NO.: ___________ NUMBER OF SHARES: _______________
The Buckle, Inc., a Nebraska corporation (the "Company"), has
adopted, subject to approval by the Company's stockholders, its 1995 Executive
Stock Option Plan (the "Plan") for the purposes of providing an incentive to
selected employees of the Company and its affiliates to remain in its employ
and to increase their interest in the success of the Company by providing them
with opportunities to increase their proprietary interest in the Company and to
receive compensation based upon the Company's success. Pursuant to the Plan,
the Compensation Committee of the Company's Board of Directors (the
"Committee") has determined that it is in furtherance of the objectives of the
Company to grant to the individual whose name is indicated above (the
"Participant") a non-qualified option under the Plan to purchase shares of
common stock of the Company (the "Common Stock").
This Stock Option Agreement sets forth the terms and
conditions of the option hereby granted to the Participant under the Plan.
1. Incorporation of Plan Terms.
This Agreement and the option granted hereby shall be subject
to the Plan, the terms of which are incorporated herein by reference, and in
the event of any conflict or inconsistency between the Plan and this Agreement,
the Plan shall govern. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Plan, a copy of which is attached
hereto.
2. Grant of Option.
Subject to Section 5 hereof and the other conditions contained
herein and in the Plan, the Company grants to the Participant, as of the date
of grant indicated above (the "Date of Grant"), an option (the "Option") to
purchase the number of shares of Common Stock specified above, at an exercise
price (the "Option Price") specified above. The shares of Common Stock
issuable upon exercise of the Option are from time to time referred to herein
as the "Option Shares." The grant of an Option shall impose no obligation on
the part of the Participant to exercise the Option.
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<PAGE> 3
The Option shall vest and be exercisable as hereinafter provided.
3. Terms and Conditions of the Option.
The Option is granted subject to the following terms and
conditions:
(a) Vesting; Exercisability. The Option shall vest and
become exercisable (unless forfeited in accordance with the terms of
this Agreement) based upon the increase in the Company's pre-tax and
pre-bonus net income for the fiscal year ended January 27, 1996 over
the Company's pre-tax and pre-bonus net income for the fiscal year
ended January 28, 1995. As soon as possible after February 3, 1996,
the Committee shall certify whether the performance goal has been
achieved. For purposes of reference, the Company's pre-tax and
pre-bonus net income for the fiscal year ended January 28, 1995 was
$_______. In the event that the increase in the Company's pre-tax and
pre-bonus net income is 30% or more, then the Option shall be 100%
vested; in the event that the increase is less then 30%, then the
Option shall lapse and shall not be exercisable; provided, however,
that the Option shall not be vested, or become exercisable, in whole
or in part, prior to the approval of the Plan by the stockholders of
the Company in accordance with applicable law or prior to
certification by the Committee that the performance goal has been
achieved.
(b) Term of the Option. The Option shall terminate and
no longer be exercisable on the earlier of (i) the tenth anniversary
of the Date of Grant and (ii) the date specified for termination of
the Option in Sections 4(a), 4(b) and 4(c) below.
(c) Notice of Exercise. Subject to Sections 3(d), 3(f)
and 4 hereof, the Participant may exercise all or any portion of the
Option (to the extent vested) by giving written notice of exercise to
the Company, provided, however, that no less than 100 Option Shares
may be purchased upon any exercise of the Option unless the number of
Option Shares purchased at such time is the total number of Option
Shares in respect of which the Option is then exercisable, and
provided, further, that in no event shall the Option be exercisable
for a fractional share. The date of exercise of an Option shall be
the later of (i) the date on which the Company receives such written
notice or (ii) the date on which the conditions provided in Sections
3(d) and 3(f) are satisfied.
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<PAGE> 4
(d) Payment. Prior to the issuance of a certificate
pursuant to Section 3(g) hereof evidencing the Option Shares in
respect of which all or a portion of the Option shall have been
exercised, the Participant shall have paid to the Company the Option
Price for all Option Shares purchased pursuant to the exercise of such
Option. Payment may be made by personal check, bank draft or postal
or express money order (such modes of payment are collectively
referred to as "cash") payable to the order of the Company in U.S.
dollars or in shares of Common Stock already owned by the Participant
valued at their Fair Market Value as of the date of exercise, or in
any combination of cash or such shares as the Committee in its sole
discretion may approve. Fair Market Value as used in this Agreement
shall mean the average of the highest and lowest quoted selling price
of a share of Common Stock of the Company as reported on the composite
tape for securities listed on the New York Stock Exchange or in the
event that the Common Stock is not listed for trading on such
exchange, but is quoted on an automated quotation system, on such
automated quotation system, in any case on the date of exercise (or,
if there were no sales on such date, the average of the highest and
lowest quoted selling prices as reported on said composite tape or
automated quotation system for the most recent day during which a sale
occurred). If the Common Stock of the Company is not listed on the
New York Stock Exchange and is not quoted on an automated quotation
system, then Fair Market Value shall be determined by the Committee in
good faith. Payment of the exercise price in shares of Common Stock
shall be made by delivering to the Company the share certificate(s)
representing the required number of shares, with the Participant
signing his or her name on the back, or by attaching executed stock
powers (the signature of the Participant must be guaranteed in either
case).
(e) Stockholder Rights. The Participant shall have no
rights as a stockholder with respect to any shares of Common Stock
issuable upon exercise of the Option until a certificate evidencing
such shares shall have been issued to the Participant pursuant to
Section 3(g) herein, and no adjustment shall be made for dividends or
distributions or other rights in respect of any share for which the
record date is prior to the date upon which the Participant shall
become the holder of record thereof.
(f) Limitation on Exercise. The Option shall not be
exercisable unless the Common Stock subject thereto has been
registered under the Securities Act of 1933, as amended (the "1933
Act") and qualified under applicable state "blue sky" laws in
connection with the offer and sale thereof, or the Company has
determined that an exemption from registration under the 1933 Act and
from qualification under such state "blue sky" laws is available.
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<PAGE> 5
(g) Issuance of Shares. Subject to the foregoing
conditions, as soon as is reasonably practicable after its receipt of
a proper notice of exercise and payment of the Option Price for the
number of shares with respect to which the Option is exercised, the
Company shall deliver to the Participant (or following the
Participant's death, such other person entitled to exercise the
Option), at the principal office of the Company or at such other
location as may be acceptable to the Company and the Participant (or
such other person), one or more stock certificates for the appropriate
number of shares of Common Stock issued in connection with such
exercise. Such shares shall be fully paid and nonassessable and shall
be issued in the name of the Participant (or such other person).
(h) Non-qualified Status of the Option. The Option
granted hereby is not intended to qualify, and shall not be treated,
as an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended.
4. Termination of Employment.
(a) Forfeiture of Unvested Portion of Options upon
Termination of Employment. If the Participant's employment with the
Company terminates for any reason other than death or Permanent
Disability (as defined herein) on or prior to January 27, 1996, the
date as of which satisfaction of any vesting requirement under Section
3(a) hereof will be determined, the unvested Option shall be forfeited
to the Company, and the Participant shall have no further right or
interest therein.
(b) Exercise Following Termination of Employment. If the
Participant's employment with the Company terminates for any reason
other than death or Permanent Disability after the Option has vested
in accordance with Section 3(a) hereof with respect to all or a
portion of the shares of Common Stock subject to the Option, the
Participant shall have the right, subject to the terms and conditions
hereof to exercise the Option to the extent it has vested as of the
date of such termination of employment, at any time within 30 days
after the date of such termination, subject to the earlier expiration
of the Option as provided in Section 3(b).
(c) Exercise Following Termination of Employment Due to
Death, Permanent Disability or Retirement.
(i) If the Participant's employment with the
Company terminates by reason of death or Permanent Disability
prior to January 27, 1996, then on or after January 27, 1996,
the portion of the Option that would otherwise have vested
shall be determined in accordance
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<PAGE> 6
with paragraph 3(a) and that portion of the Option shall,
subject to the provisions of Section 5 hereof, be deemed to
have vested (rounded to the nearest full share)in the same
proportion as the number of days that have expired between the
Date of Grant to the date of death or permanent disability, as
the case may be, bears to 365 days. In such event, the Option
may be exercised to the extent vested by the Participant, or
the Participant's estate, personal representative or
beneficiary, as the case may be, within one year after the
date of death or termination of employment by reason of
Permanent Disability, subject to the earlier expiration of the
Option as provided in Section 3(b).
(d) Definitions. For purposes hereof, the following
terms shall have the meanings specified below:
(i) Termination of Employment. The employment
of the Participant shall be deemed terminated if the
Participant is no longer employed by the Company for any
reason. The Committee shall have discretion to determine
whether military or government service or an authorized leave
of absence (as a result of disability or otherwise) shall
constitute a termination of employment for purposes hereof.
(ii) Permanent Disability. "Permanent
Disability" means a physical or mental impairment rendering
the Participant substantially unable to carry out his then
currently assigned day-to-day functions as an employee of the
Company for any period of six consecutive months. Any dispute
as to whether the Participant is Permanently Disabled shall be
resolved by a physician mutually acceptable to the Participant
and the Company, whose decision shall be final and binding
upon the Participant and the Company.
5. Grant Subject to Stockholder Approval of the Plan.
Notwithstanding anything to the contrary herein, the grant of
the Option hereunder is subject to the approval of the Plan by the stockholders
of the Company in accordance with applicable law, and under no circumstances
may the Option be exercised, in whole or in part, prior to the time that such
approval has been obtained. If, but for the application of the preceding
sentence, the Option would become exercisable in whole or in part under the
terms hereof prior to the time such stockholder approval is obtained, the
Option shall be exercisable to such extent starting from the day following the
date on which such approval is obtained, and the period during which the Option
may be exercised shall be extended for a period equal to the number of days
between the date on which the Option would have become exercisable in whole or
in part but for the application of the
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<PAGE> 7
preceding sentence and the date such stockholder approval is obtained, subject
to earlier expiration of the Option pursuant to Section 3(a).
6. Restrictions on Transfer; Option Exercisable only by
Participant.
The Option may not be transferred, pledged, assigned, or
otherwise disposed of, except by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code or Title I of ERISA ("QDRO"). The Option shall be exercisable, during
the Participant's lifetime, only by the Participant. No assignment or transfer
of the Option, or of the rights represented thereby, whether voluntary or
involuntary, by operation of law or otherwise, except by will or the laws of
descent and distribution, shall vest in the assignee or transferee any interest
or right in the Option, but immediately upon any attempt to assign or transfer
the Option the same shall terminate and be of no force or effect.
7. Tax Withholding.
The Company shall satisfy its obligation to withhold and remit
Federal, state or local taxes by withholding shares of Common Stock that would
otherwise be received by the Participant. The Company shall also deduct from
all cash payments, if any, made pursuant to or in connection with the Option,
any Federal, state or local taxes required to be withheld with respect to such
payments.
8. No Restriction on Right to Effect Corporate Changes;
No Right to Employment.
Neither this Agreement, nor the existence of this Option,
shall affect in any way the right or power of the Company or its shareholders
to make or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business, or any
merger or consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stocks ahead of or convertible into, or otherwise
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
In addition, neither this Agreement, the grant of the Option
nor any action taken hereunder shall be deemed to limit or restrict the right
of the Company to terminate the Participant's employment at any time, for any
reason, with or without cause.
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<PAGE> 8
9. Adjustment of and Changes in Shares.
In the event of any merger, consolidation, recapitalization,
reclassification, stock dividend, special cash dividend, or other change in
corporate structure affecting the Common Stock, the Committee shall make such
adjustments, if any, as it deems appropriate in the number and class of shares
subject to, and the exercise price of, the Option. The foregoing adjustments
shall be determined by the Committee in its sole discretion.
10. Preemption of Applicable Laws and Regulations.
Anything herein to the contrary notwithstanding, if, at any
time specified herein for the issuance of shares of Common Stock to the
Participant, any law, regulation or requirement of any governmental authority
having jurisdiction shall require either the Company or the Participant to take
any action in connection with the shares then to be issued, the issuance of
such shares shall be deferred until such action shall have been taken.
11. Committee Decisions Final.
Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, or in connection with, this Agreement or the Option
shall be determined by the Committee, and any such determination or any other
determination by the Committee under or pursuant to this Agreement and any
interpretation by the Committee of the terms hereof shall be final and binding
on all persons affected thereby.
12. Amendments.
The Committee shall have the power to alter or amend the terms
of the Option as set forth herein, from time to time, in any manner consistent
with the provisions of Section 10 of the Plan, and any alteration or amendment
of the terms of the Option by the Committee shall, upon adoption, become and be
binding on all persons affected thereby without requirement for consent or
other action with respect thereto by any such person. The Committee shall give
written notice to the Participant of any such alteration or amendment as
promptly as practicable after the adoption thereof. The foregoing shall not
restrict the ability of the Participant and the Company by mutual consent to
alter or amend the terms of the Option in any manner which is consistent with
the Plan and approved by the Committee.
13. Notice Requirements.
Any notice which either party hereto may be required or
permitted to give to the other shall be in writing. Such notice may be
delivered to the Company personally or by mail, postage prepaid, addressed as
follows: The Buckle, Inc., 2407 West 24th,
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<PAGE> 9
Kearney, Nebraska 68848-1480, or at such other address as the Company, by
notice to the Participant, may designate in writing from time to time, and to
the Participant at the Participant's address as shown on the records of the
Company or at such other address as the Participant, by notice to the Company,
may designate in writing from time to time.
14. Governing Law.
The terms and conditions stated herein are to be governed by,
and construed in accordance with, the laws of the State of Nebraska.
15. Entire Agreement; Headings.
This Agreement sets forth the entire agreement and
understanding between the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof. The headings of
Sections and subsections herein are included solely for convenience of
reference and shall not affect the meaning of any of the provisions of this
Notice.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective the day and year first above written.
THE BUCKLE, INC.
By: ______________________________
Title: ___________________________
___________________________________
(Participant)
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<PAGE> 1
EXHIBIT 4.3
<PAGE> 2
THE BUCKLE, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
NAME: ____________________ DATE OF GRANT: January 30, 1995
ADDRESS: _____________________ OPTION PRICE: $________ Per Share
SOC. SEC. NO.: ___________ NUMBER OF SHARES: _______________
The Buckle, Inc., a Nebraska corporation (the "Company"), has
adopted, subject to approval by the Company's stockholders, its 1995 Executive
Stock Option Plan (the "Plan") for the purposes of providing an incentive to
selected employees of the Company and its affiliates to remain in its employ
and to increase their interest in the success of the Company by providing them
with opportunities to increase their proprietary interest in the Company and to
receive compensation based upon the Company's success. Pursuant to the Plan,
the Compensation Committee of the Company's Board of Directors (the
"Committee") has determined that it is in furtherance of the objectives of the
Company to grant to the individual whose name is indicated above (the
"Participant") a non-qualified option under the Plan to purchase shares of
common stock of the Company (the "Common Stock").
This Stock Option Agreement sets forth the terms and
conditions of the option hereby granted to the Participant under the Plan.
1. Incorporation of Plan Terms.
This Agreement and the option granted hereby shall be subject
to the Plan, the terms of which are incorporated herein by reference, and in
the event of any conflict or inconsistency between the Plan and this Agreement,
the Plan shall govern. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Plan, a copy of which is attached
hereto.
2. Grant of Option.
Subject to Section 5 hereof and the other conditions contained
herein and in the Plan, the Company grants to the Participant, as of the date
of grant indicated above (the "Date of Grant"), an option (the "Option") to
purchase the number of shares of Common Stock specified above, at an exercise
price (the "Option Price") specified above. The shares of Common Stock
issuable upon exercise of the Option are from time to time referred to herein
as the "Option Shares." The grant of an Option shall impose no obligation on
the part of the Participant to exercise the Option.
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<PAGE> 3
The Option shall vest and be exercisable as hereinafter provided.
3. Terms and Conditions of the Option.
The Option is granted subject to the following terms and
conditions:
(a) Vesting; Exercisability. The Option shall vest and
become exercisable (unless forfeited in accordance with the terms of
this Agreement) based upon the increase in the Company's pre-tax and
pre-bonus net income for the fiscal year ended January 27, 1996 over
the Company's pre-tax and pre-bonus net income for the fiscal year
ended January 28, 1995. As soon as possible after February 3, 1996,
the Committee shall certify whether the performance goal has been
achieved. For purposes of reference, the Company's pre-tax and
pre-bonus net income for the fiscal year ended January 28, 1995 was
$_______. In the event that the increase in the Company's pre-tax and
pre-bonus net income is 30% or more, then the Option shall be 100%
vested; in the event that the increase is less then 30%, then the
Option shall lapse and shall not be exercisable; provided, however,
that the Option shall not be vested, or become exercisable, in whole
or in part, prior to the approval of the Plan by the stockholders of
the Company in accordance with applicable law or prior to
certification by the Committee that the performance goal has been
achieved.
(b) Term of the Option. The Option shall terminate and
no longer be exercisable on the earlier of (i) the tenth anniversary
of the Date of Grant and (ii) the date specified for termination of
the Option in Sections 4(a), 4(b) and 4(c) below.
(c) Notice of Exercise. Subject to Sections 3(d), 3(f)
and 4 hereof, the Participant may exercise all or any portion of the
Option (to the extent vested) by giving written notice of exercise to
the Company, provided, however, that no less than 100 Option Shares
may be purchased upon any exercise of the Option unless the number of
Option Shares purchased at such time is the total number of Option
Shares in respect of which the Option is then exercisable, and
provided, further, that in no event shall the Option be exercisable
for a fractional share. The date of exercise of an Option shall be
the later of (i) the date on which the Company receives such written
notice or (ii) the date on which the conditions provided in Sections
3(d) and 3(f) are satisfied.
(d) Payment. Prior to the issuance of a certificate
pursuant to Section 3(g) hereof evidencing the Option Shares in
respect of which all or a portion of the Option shall have been
exercised, the Participant shall have paid to the Company the Option
Price for all Option Shares purchased pursuant to
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<PAGE> 4
the exercise of such Option. Payment may be made by personal check,
bank draft or postal or express money order (such modes of payment are
collectively referred to as "cash") payable to the order of the
Company in U.S. dollars or in shares of Common Stock already owned by
the Participant valued at their Fair Market Value as of the date of
exercise, or in any combination of cash or such shares as the
Committee in its sole discretion may approve. Fair Market Value as
used in this Agreement shall mean the average of the highest and
lowest quoted selling price of a share of Common Stock of the Company
as reported on the composite tape for securities listed on the New
York Stock Exchange or in the event that the Common Stock is not
listed for trading on such exchange, but is quoted on an automated
quotation system, on such automated quotation system, in any case on
the date of exercise (or, if there were no sales on such date, the
average of the highest and lowest quoted selling prices as reported on
said composite tape or automated quotation system for the most recent
day during which a sale occurred). If the Common Stock of the Company
is not listed on the New York Stock Exchange and is not quoted on an
automated quotation system, then Fair Market Value shall be determined
by the Committee in good faith. Payment of the exercise price in
shares of Common Stock shall be made by delivering to the Company the
share certificate(s) representing the required number of shares, with
the Participant signing his or her name on the back, or by attaching
executed stock powers (the signature of the Participant must be
guaranteed in either case).
(e) Stockholder Rights. The Participant shall have no
rights as a stockholder with respect to any shares of Common Stock
issuable upon exercise of the Option until a certificate evidencing
such shares shall have been issued to the Participant pursuant to
Section 3(g) herein, and no adjustment shall be made for dividends or
distributions or other rights in respect of any share for which the
record date is prior to the date upon which the Participant shall
become the holder of record thereof.
(f) Limitation on Exercise. The Option shall not be
exercisable unless the Common Stock subject thereto has been
registered under the Securities Act of 1933, as amended (the "1933
Act") and qualified under applicable state "blue sky" laws in
connection with the offer and sale thereof, or the Company has
determined that an exemption from registration under the 1933 Act and
from qualification under such state "blue sky" laws is available.
(g) Issuance of Shares. Subject to the foregoing
conditions, as soon as is reasonably practicable after its receipt of
a proper notice of exercise and payment of the Option Price for the
number of shares with respect to which
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<PAGE> 5
the Option is exercised, the Company shall deliver to the Participant
(or following the Participant's death, such other person entitled to
exercise the Option), at the principal office of the Company or at
such other location as may be acceptable to the Company and the
Participant (or such other person), one or more stock certificates for
the appropriate number of shares of Common Stock issued in connection
with such exercise. Such shares shall be fully paid and nonassessable
and shall be issued in the name of the Participant (or such other
person).
(h) Non-qualified Status of the Option. The Option
granted hereby is not intended to qualify, and shall not be treated,
as an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended.
4. Termination of Employment.
(a) Forfeiture of Unvested Portion of Options upon
Termination of Employment. If the Participant's employment with the
Company terminates for any reason other than death or Permanent
Disability (as defined herein) on or prior to January 27, 1996, the
date as of which satisfaction of any vesting requirement under Section
3(a) hereof will be determined, the unvested Option shall be forfeited
to the Company, and the Participant shall have no further right or
interest therein.
(b) Exercise Following Termination of Employment. If the
Participant's employment with the Company terminates for any reason
other than death or Permanent Disability after the Option has vested
in accordance with Section 3(a) hereof with respect to all or a
portion of the shares of Common Stock subject to the Option, the
Participant shall have the right, subject to the terms and conditions
hereof to exercise the Option to the extent it has vested as of the
date of such termination of employment, at any time within 30 days
after the date of such termination, subject to the earlier expiration
of the Option as provided in Section 3(b).
(c) Exercise Following Termination of Employment Due to
Death, Permanent Disability or Retirement.
(i) If the Participant's employment with the
Company terminates by reason of death or Permanent Disability
prior to January 27, 1996, then on or after January 27, 1996,
the portion of the Option that would otherwise have vested
shall be determined in accordance with paragraph 3(a) and that
portion of the Option shall, subject to the provisions of
Section 5 hereof, be deemed to have vested (rounded to the
nearest full share)in the same proportion as the number of
days that have expired
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<PAGE> 6
between the Date of Grant to the date of death or permanent
disability, as the case may be, bears to 365 days. In such
event, the Option may be exercised to the extent vested by the
Participant, or the Participant's estate, personal
representative or beneficiary, as the case may be, within one
year after the date of death or termination of employment by
reason of Permanent Disability, subject to the earlier
expiration of the Option as provided in Section 3(b).
(d) Definitions. For purposes hereof, the following
terms shall have the meanings specified below:
(i) Termination of Employment. The employment
of the Participant shall be deemed terminated if the
Participant is no longer employed by the Company for any
reason. The Committee shall have discretion to determine
whether military or government service or an authorized leave
of absence (as a result of disability or otherwise) shall
constitute a termination of employment for purposes hereof.
(ii) Permanent Disability. "Permanent
Disability" means a physical or mental impairment rendering
the Participant substantially unable to carry out his then
currently assigned day-to-day functions as an employee of the
Company for any period of six consecutive months. Any dispute
as to whether the Participant is Permanently Disabled shall be
resolved by a physician mutually acceptable to the Participant
and the Company, whose decision shall be final and binding
upon the Participant and the Company.
5. Grant Subject to Stockholder Approval of the Plan.
Notwithstanding anything to the contrary herein, the grant of
the Option hereunder is subject to the approval of the Plan by the stockholders
of the Company in accordance with applicable law, and under no circumstances
may the Option be exercised, in whole or in part, prior to the time that such
approval has been obtained. If, but for the application of the preceding
sentence, the Option would become exercisable in whole or in part under the
terms hereof prior to the time such stockholder approval is obtained, the
Option shall be exercisable to such extent starting from the day following the
date on which such approval is obtained, and the period during which the Option
may be exercised shall be extended for a period equal to the number of days
between the date on which the Option would have become exercisable in whole or
in part but for the application of the preceding sentence and the date such
stockholder approval is obtained, subject to earlier expiration of the Option
pursuant to Section 3(a).
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<PAGE> 7
6. Restrictions on Transfer; Option Exercisable Only by
Participant.
The Option may not be transferred, pledged, assigned, or
otherwise disposed of, except by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code or Title I of ERISA ("QDRO"). The Option shall be exercisable, during
the Participant's lifetime, only by the Participant. No assignment or transfer
of the Option, or of the rights represented thereby, whether voluntary or
involuntary, by operation of law or otherwise, except by will or the laws of
descent and distribution, shall vest in the assignee or transferee any interest
or right in the Option, but immediately upon any attempt to assign or transfer
the Option the same shall terminate and be of no force or effect.
7. Tax Withholding.
The Company shall satisfy its obligation to withhold and remit
Federal, state or local taxes by withholding shares of Common Stock that would
otherwise be received by the Participant. The Company shall also deduct from
all cash payments, if any, made pursuant to or in connection with the Option,
any Federal, state or local taxes required to be withheld with respect to such
payments.
8. No Restriction on Right to Effect Corporate Changes;
No Right to Employment.
Neither this Agreement, nor the existence of this Option,
shall affect in any way the right or power of the Company or its shareholders
to make or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business, or any
merger or consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stocks ahead of or convertible into, or otherwise
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
In addition, neither this Agreement, the grant of the Option
nor any action taken hereunder shall be deemed to limit or restrict the right
of the Company to terminate the Participant's employment at any time, for any
reason, with or without cause.
9. Adjustment of and Changes in Shares.
In the event of any merger, consolidation, recapitalization,
reclassification, stock dividend, special cash dividend, or other change in
corporate structure affecting the Common Stock, the Committee shall make such
adjustments, if any, as
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<PAGE> 8
it deems appropriate in the number and class of shares subject to, and the
exercise price of, the Option. The foregoing adjustments shall be determined
by the Committee in its sole discretion.
10. Preemption of Applicable Laws and Regulations.
Anything herein to the contrary notwithstanding, if, at any
time specified herein for the issuance of shares of Common Stock to the
Participant, any law, regulation or requirement of any governmental authority
having jurisdiction shall require either the Company or the Participant to take
any action in connection with the shares then to be issued, the issuance of
such shares shall be deferred until such action shall have been taken.
11. Committee Decisions Final.
Any dispute or disagreement which shall arise under, or as a
result of, or pursuant to, or in connection with, this Agreement or the Option
shall be determined by the Committee, and any such determination or any other
determination by the Committee under or pursuant to this Agreement and any
interpretation by the Committee of the terms hereof shall be final and binding
on all persons affected thereby.
12. Amendments.
The Committee shall have the power to alter or amend the terms
of the Option as set forth herein, from time to time, in any manner consistent
with the provisions of Section 10 of the Plan, and any alteration or amendment
of the terms of the Option by the Committee shall, upon adoption, become and be
binding on all persons affected thereby without requirement for consent or
other action with respect thereto by any such person. The Committee shall give
written notice to the Participant of any such alteration or amendment as
promptly as practicable after the adoption thereof. The foregoing shall not
restrict the ability of the Participant and the Company by mutual consent to
alter or amend the terms of the Option in any manner which is consistent with
the Plan and approved by the Committee.
13. Notice Requirements.
Any notice which either party hereto may be required or
permitted to give to the other shall be in writing. Such notice may be
delivered to the Company personally or by mail, postage prepaid, addressed as
follows: The Buckle, Inc., 2407 West 24th, Kearney, Nebraska 68848-1480, or at
such other address as the Company, by notice to the Participant, may designate
in writing from time to time, and to the Participant at the Participant's
address as shown on the records of the Company or at such other address as the
Participant, by notice to the Company, may designate in writing from time to
time.
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<PAGE> 9
14. Governing Law.
The terms and conditions stated herein are to be governed by,
and construed in accordance with, the laws of the State of Nebraska.
15. Entire Agreement; Headings.
This Agreement sets forth the entire agreement and
understanding between the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof. The headings of
Sections and subsections herein are included solely for convenience of
reference and shall not affect the meaning of any of the provisions of this
Notice.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective the day and year first above written.
THE BUCKLE, INC.
By: ____________________________
Title: ____________________________
___________________________
(Participant)
-8-
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
[LETTERHEAD]
June 27, 1996
Board of Directors
The Buckle, Inc.
2407 West 24th Street
Kearney, Nebraska 68847
Re: The Buckle, Inc. Registration Statement on Form S-8
Ms. Rhoads and Gentlemen:
We have acted as counsel for The Buckle, Inc. (the "Company")
in connection with the preparation of the above-referenced Registration
Statement. We have examined and are familiar with the Articles of
Incorporation of the Company, its By-Laws and such other corporate records,
documents and proceedings which we have deemed relevant to this opinion, and we
have examined and are familiar with such laws and regulations as we have deemed
relevant to this opinion. We have also examined the proceedings relating to
the adoption of and reservation for issuance and sale of 500,000 shares of the
Company's common stock (the "Shares") under the Company's 1995 Executive Stock
Option Plan (the "Plan").
It is our opinion that:
1. The Company has been duly organized and is a
validly existing corporation under the laws of the State of Nebraska.
2. The Shares, when issued and sold in
accordance with the terms of the Plan, will be validly issued, fully
paid and non-assessable.
<PAGE> 3
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
KNUDSEN, BERKHEIMER, RICHARDSON, ENDACOTT
& ROUTH, Lincoln, Nebraska
By: DAVID R. WILSON
____________________________________
David R. Wilson
For the Firm
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Buckle, Inc. on Form S-8 of our reports dated March 1, 1996 appearing in
and incorporated by reference in the Annual Report on Form 10-K of The Buckle,
Inc. for the year ended February 3, 1996.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 6, 1996
