**Exhibit 10.24****SEVERANCE AGREEMENT AND RELEASE**     This Severance Agreement and Release (“Agreement”) is entered into as of the 16th day ofDecember, 2005 (the “Effective Date”). The parties to this Agreement are Hastings Entertainment,Inc. (“Hastings” or the “Company”) and Steve Hicks (“Hicks”).**Recitals**     1. Hicks has been employed by Hastings as Vice President of Product and hasvoluntarily resigned his position as the Vice President of Product with Hastings effectiveDecember7, 2005, in order to pursue other business opportunities. Hicks will remain an employee ofHastingsthrough January 13, 2006.     2. Hastings and Hicks do not anticipate that there will be any dispute between them orlegal claims arising out of Hicks’ separation from the Company, but nevertheless desire tosettle fullyand finally any and all differences, causes of action, claims, or disputes that mightotherwise arise outof Hicks’ employment with the Company.**Agreement**     IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, IT IS AGREED AS FOLLOWS:     **1. Temporary Continuation of Pay.**Hastings will continue to pay Hicks his regularsalary through January 13, 2006. These payments will be issued through the Company’s payrolllessall applicable taxes and withholding. Hicks will receive his vested employee benefits(including aproportionate part of the bonus payable for the period ending January 31, 2006 payable whenbonuses for the period ending January 31, 2006 are paid, and $7,379.25 for accrued but notusedvacation pay) payable on or before December 31, 2005.     **2. Severance Benefits.**          (a) Following his final date of employment, Hastings agrees to pay Hicks a sum equalto ten (10) months of his current base salary plus bonus computed at his bonus percentage forsuchperiod based upon an assumed achievement of 100%, equal to $152,303.00, payable in one lumpsum less all applicable taxes and withholding. This payment will be made after January 1,2006, butbefore February 5, 2006.          (b) If Hicks has not obtained employment by October 15, 2006, Hastings will payHicks on a month by month basis his base salary plus bonus computed at his bonus percentageforsuch period based upon an assumed achievement of 100% for up to an additional three-monthperiodpayable in the amount of $ 15,230.30 per month, payable once a month, beginning October 15,2006,and continuing until January  15, 2007, unless Hicks finds a job sooner. If Hicks becomesemployed **SEVERANCE AGREEMENT AND RELEASE** **Page 1**
 

 
during such three-month period this payment shall cease. For purposes of this Agreement,“Employment” means any contract of hire in excess of eighty (80) hours per month whether written,verbal or implied whereby Hicks receives compensation of any kind in exchange for work or servicesincluding but not limited to consulting, customer care, data processing, data analysis or marketplanning.          (c) In addition, the Company will pay the Company’s group health care plan premiums on behalfof Hicks and his family for the ten (10) month period beginning January 13, 2006 and during anyperiod payments are made to Hicks pursuant to Section 2.b above.     **3. Placement Assistance.**The Company will provide placement assistance to assistHicks through Right Management Consultants for a period of three (3) months, starting April 1,2006.     **4. Letter of Recommendation.**Hastings will execute a letter of recommendation onHicks’ behalf which letter will be subject to reasonable approval by Hicks. Hastings agrees tosupplyup to twenty-five (25) original copies for Hicks at his request. Any subsequent inquiryregardingHicks’ employment and subsequent resignation will be addressed by supplying a copy of theletter ofrecommendation or otherwise communicating its content.     **5. Options.**The unvested Options granted pursuant to Option Grant Nos. 514 (being6000 shares) and 609 (being 9000 shares) will be vested as of January 13, 2006, and allOptionsunder such grants must be exercised within ninety (90) days of January 13, 2006. Any optionsharesunder such grants not exercised by such date will expire. All other Options Grants remain inforce aswritten, and must be exercised within ninety (90) days of January 13, 2006 and Hicks agrees torelease grants 12, 552 and 675 as to the unvested portions of such options.     **6. Return of Property.**Hicks agrees to return to the Company any property owned bythe Company in a timely manner, provided that he may retain his Company phone at the Company’sexpense (based upon historical costs) through March 15, 2006, retain the cell phone at hiscostthereafter and the digital video camera provided to him by the Company.     **7. Agreement Confidentiality.**Hicks represents and agrees that the existence, termsand conditions of this Agreement shall be kept strictly and completely confidential subjectonly tothe following exceptions: A. Hicks may tell, on condition of confidentiality, his immediatefamily, appropriate governmental agencies, such as the Internal RevenueService, Bankruptcy trustee, his investment adviser, attorneys, andaccountant; and any other person he is required to tell by law or must do soto effectuate this Agreement.   **SEVERANCE AGREEMENT AND RELEASE** **Page 2**
 

 
 B. Hicks may disclose relevant information regarding the terms andconditions of this Agreement in response to a validly executed and servedsubpoena or other court order. However, in so responding, Hicks will advisethe court and all interested parties of the existence and substance of thisconfidentiality agreement and will take all reasonable steps necessary tolimit his disclosure of confidential information governed by this Agreement.     The phrase, “terms and conditions of this Agreement” means those terms and conditions thatappear on the face of the Agreement and any and all discussions, information and documentationused, generated and/or relied upon in producing this Agreement. Except to the extent necessary toenforce this Agreement, it is further agreed that neither this Agreement nor any part thereof is tobe used or admitted into evidence in any proceeding of any character, judicial or otherwise, nowpending or hereafter instituted.     **8. Release.**In consideration of the severance pay, severance benefits, and otherpromises contained herein, and as a material inducement to Hastings to enter into thisAgreement,Hicks hereby irrevocably and unconditionally releases, acquits, forever discharges, and agreesto hold harmless Hastings and its agents, assigns, directors, officers, employees,representatives,attorneys, divisions, subsidiaries, affiliates and all persons acting by, through, under, orin concertwith any of them (hereinafter “the releasees”), from any and all claims, causes of action,demands orliabilities whatsoever, whether known or unknown or suspected to exist by Hicks that he everhad ormay now have against the releasees, or any of them, including, without limitation, any claims,causesof action, demands, or liabilities in connection with either Hicks’ employment with theCompany orhis resignation from the Company. This Agreement expressly covers, but is not limited to, anyclaims that Hicks may have raised under any state or federal statutory or common lawprohibitingdiscrimination in employment on the basis of age, gender, disability, race, national origin,religion,“whistleblower” or on any other basis prohibited by law including claims arising under TitleVII ofthe Civil Rights Act of 1964, Section 21.051 of the Texas Labor Code, and the Americans withDisabilities Act.     In addition and in consideration of the promises contained in this Agreement, Hicks herebywaives, releases and forever discharges, and agrees that he will not in any manner institute,prosecute, or pursue, any complaint, claim, charge, demand, or suit, whether in law or in equity,which asserts or could assert at common law or any statute, rule or any grounds whatsoever, anyclaim or claims under the federal **Age Discrimination in Employment Act,** 29 U.S.C. §621 *et seq.,*against any one or all of the releasees with respect to any event, matter, claim, damage, orinjury, whether known or unknown, arising out of his employment and resignation of employment withthe Company and its subsidiaries and/or the execution of this Agreement.     **9. Reasonable Assistance & Cooperation.**In consideration of the severance paymentand other benefits provided to Hicks in this Agreement, from the Effective Date throughJanuary 13,2006, Hicks agrees to provide reasonable assistance and cooperation to Hastings regardingcertainitems and areas over which he managed or otherwise worked on while employed at the Company,   **SEVERANCE AGREEMENT AND RELEASE** **Page 3**
 

 
not to exceed twenty (20) hours per month or a total of thirty (30) hours overall. Hicksacknowledges and agrees that his receipt of the severance payment and other benefits provided forin this Agreement are contingent upon his good faith efforts to provide reasonable assistance andcooperation during the transition period identified in paragraph 1 above. Further, the partiesacknowledge and agree that “reasonable assistance and cooperation” includes both parties, includingtheir representatives or family members, refraining from communicating in any manner anydisparaging remarks, comments or gestures concerning each other or any employee, officer or agentof Hastings. Hicks agrees to hold an exit interview upon his final day of employment, and theParties agree that anything stated in the exit interview will not violate any of the terms of thisAgreement.     **10. COBRA.**Hicks hereby acknowledges that Hastings or its authorized designee hasadvised him that pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985(COBRA) he has the right to elect continued coverage under the Company’s group health plan athisown expense once Hastings stops paying for his health insurance under paragraph 2. Suchelectionmust be made no later than sixty (60) days after his resignation.     **11. No Admission of Fault on Behalf of Hastings.**This Agreement shall not in any waybe construed as an admission by Hastings, its agents, employees, directors, officers,representatives, or assigns, or its subsidiaries, of any act of wrongdoing whatsoever againstHicks or any other person.     **12. Complete Agreement.**This Agreement sets forth the entire agreement between theparties hereto and fully supersedes any and all prior agreements or understandings between theparties hereto pertaining to the subject matter hereof.     **13. Acknowledgment of Right to Seek Counsel.**Hicks acknowledges that he has acomplete and unequivocal right to seek legal advice and/or representation from any attorney ofhis choice regarding the matters set forth in this Agreement. Hicks acknowledges that he haseither consulted with counsel and is satisfied with the representation he received with respect tothis Agreement, or he acknowledges that he has knowingly and voluntarily waived his right to seeklegal representation.     **14. Choice of Forum and Venue.**The terms of this Agreement shall be construed inaccordance with the laws of the State of Texas. Any proceeding brought to enforce or interpretthis Agreement shall be brought in Potter County, Texas.     **15. Time to Sign and Revoke Agreement.**In accordance with the Older WorkersBenefit Protection Act, 29 U.S.C. §626(f)(l), Hicks acknowledges and agrees that he has theright to examine the terms of this Agreement for twenty-one (21) calendar days from the date he firstreceived this Agreement before executing the Agreement, but has chosen to waive this right.   **SEVERANCE AGREEMENT AND RELEASE** **Page 4**
 

 
     Hicks understands that for a period of seven (7) calendar days after he executes thisAgreement he has the right to revoke it and this Agreement shall not become effective andenforceable until after the passage of this seven day period without Hicks having revoked it.Non-revocation shall be evidence by an executed copy of the attached Statement of Non-Revocation.This Agreement may not be revoked after the seven day period.**     16. Confidentiality, Non-Disclosure Following Termination and Covenant Not to Compete.** Hicksacknowledges and stipulates that: 1) during the time he worked for Hastings, he was placed in aposition to become acquainted with Hastings’ Proprietary and Confidential Information (definedbelow); 2) the use or disclosure of Proprietary and Confidential Information by Hicks, except asexpressly authorized by Hastings, is prohibited and would seriously damage Hastings; 3) inaddition to being given access to Proprietary and Confidential Information Hicks received materialbenefits as a result of his employment, including compensation and experience; and 4) in additionto the foregoing, Hicks agrees as follows: A.Hicks and his immediate family shall not, without the priorwritten consent ofHastings, directly or indirectly: (i) disclose, divulge, furnish or make accessibleto any person, or copy, take or use in any manner, any of theProprietary and Confidential Information of Hastings;  (ii) take any action that might reasonably orforeseeably be expected to compromise the confidentiality or proprietarynature of any of the Proprietary and Confidential Information ofHastings;  (iii) fail to follow the reasonable guidelinesestablished by Hastings from time to time regarding the confidentialand proprietary nature of the Proprietary and ConfidentialInformation; or  (iv) divulge, furnish or make accessible to anyother employee of Hastings a copy of this Agreement, or in any othermanner divulge the contents thereof.  (v) discuss or disclose information relating tohis employment or matters or issues relating to the Company. B. Hicks agrees to return all documents, discs, files, software,compilations of information, or any other materials provided or made available to him byHastings (including all copies of any such material) that containProprietary and Confidential Information as defined by this Agreement.   **SEVERANCE AGREEMENT AND RELEASE** **Page 5**
 

 
 C. “Proprietary and Confidential Information” means all of the data,documents,materials, information and ideas of Hastings, including, without limitation:any and all applicant and employee records and information, customer andvendor records and information, operation methods and information,marketing information and strategies, accounting and financial information,internal publications and memoranda, goodwill, this Agreement and itscontents, computer systems, software, and other matters consideredproprietary or confidential by Hastings. Proprietary and ConfidentialInformation shall not include: (i) any information or material that Hicks canestablish has become publicly available; (ii) any information or materialrequired to be disclosed by order of a court of competent jurisdiction; or(iii)any otherwise confidential information or material that Hastings* Board ofDirectors allows to be disclosed by Hicks, as evidenced by the Board’swritten consent for such disclosure.  **D.** **Covenant Not to Compete.**  (a) Length of Time and Area. For a period of ten(10) months afterthe EffectiveDate, Hicks shall not accept any position with Blockbuster, Inc., MovieGallery, Inc., or Best Buy Co., Inc.  (b) The ownership by Hicks of ten percent (10%) or less of apublicly-tradedclass of securities in one of the above-named companies shall not be deemeda violation of this Section 16.  (c) Reasonableness of Limitations. Hicks acknowledges and agreesthat thecovenant not to compete contained this Section 16 is ancillary to or part ofthis Severance Agreement and Release and that the limitations contained inthis covenant not to compete (1) are reasonable limitations as to time,geographical area, and scope of activity to be restrained; (2) do not imposea greater restraint than is necessary to protect the business interests ofHastings, which, not by limitation, include the Proprietary andConfidential Information; and (3) will not create a hardship on Hicks.  (d) Partial Invalidity. If for any reason any court of competentjurisdiction determines that the restrictions contained in this covenant not to competeare not reasonable, that the consideration is inadequate, or that Hicks has beenprevented from earning a livelihood, such restrictions should be interpreted,modified, or rewritten to include as much of the duration, scope, andgeographic area identified in this Section 16 as will render suchrestrictions valid and enforceable.   **SEVERANCE AGREEMENT AND RELEASE** **Page 6**
 

 
 (e) Nonsolicitation of Employees. For a period of ten months (10) monthsfollowing the Effective Date, Hicks shall not directly solicit, encourage, orinduce any other employees of Hastings to terminate employment withHastings or employ or offer employment to any such other employee ofHastings. **17.** **Assignment of Intellectual Property.** A. Hicks agrees that any idea, innovation, concept, useful article, software,program, database, system, modification to an existing system or program, orother analytical tool he created or developed as part of his employment withHastings (collectively referred to as ‘“Development”) shall be the soleexclusive property of Hastings, and Hicks agrees that he retains nointellectual property rights in any such Development. As such, Hicksexpressly assigns to Hastings all right, title and interest in any and allDevelopments, made or conceived solely or jointly by Hicks, whether or notsuch Developments are patentable, copyrightable, or protectable in any othermanner, that relate in any way to the business or operations of Hastings.  B. The assignment of any Development only applies to anyDevelopment(s) created while Hicks was employed by Hastings.  C. To the extent Hicks claims that any Development was his ownintellectual property prior to the date he began his employment with Hastings, Hicksagrees to list such Development below, with a brief description that issufficient to allow the parties to easily identify what Hicks claims as hisown. Hicks claims the following Development(s) as his own creation prior to thedate he began his employment with Hastings, and does not assign his right,title and interest in such Development(s) to Hastings:None                                          (Write “NONE” if no prior Developments exist).  D. Excluded from Hicks’ assignment of his Developments are thefollowing, which Hicks cannot assign to Hastings because of a prior agreement with                                        , which is effective until                    .      None      **SEVERANCE AGREEMENT AND RELEASE** **Page 7**
 

 
                                                     (Write “NONE” if no prior agreements exist). E. Hastings and its licensees are not required to designate Hicksas the author or creator of any Development assigned in this paragraph 16 whendistributing the Development publicly or otherwise. To the extent Hicks writesany article in any publication or trade journal referencing or relating to anyDevelopment, the article shall be considered a joint work of Hastings andHicks, shall recognize both Hastings and Hicks as joint authors, and shallinclude information identifying Hicks as an employee of Hastings.     **18. Right to Injunctive Relief and Other Remedies.**If it is determined that Hicks hasbreached any of the covenants contained in paragraphs 8, 16, and 17, Hastings may obtain aninjunction prohibiting such breach. Hicks expressly stipulates and agrees that his obligationsunder this Agreement are specifically enforceable by temporary and permanent injunctive relief.Hicks further agrees that Hastings shall not be required to post a bond in order to obtaininjunctive relief against Hicks for violating any of the covenants contained in paragraphs 8, 16, and 175, or ifa bond is required by law or by any court of competent jurisdiction, Hicks hereby agrees to a bond inthe lowest amount permitted by law. Nothing in this paragraph shall be deemed to deny Hastings theright to seek damages, or any other remedy that may be available, in addition to theinjunctive provided herein.     **19. Notices.**All communications and notices between the parties hereto shall be given atthe following addresses:Hastings Entertainment, Inc.