**Exhibit 10.22****SEVERANCE AGREEMENT AND RELEASE**     This Severance Agreement and Release (“Agreement”) is entered into as of the 19th day ofMarch, 2005 (the “Effective Date”). The parties to this Agreement are Hastings Entertainment, Inc.(“Hastings” or the “Company”) and Robert Berman (“Berman”).**Recitals**     1. Bermanhas been employed by Hastings as Vice President of Store Operations.Berman has voluntarily resigned his employment with Hastingseffective March 19, 2005, in orderto pursue other business opportunities.     2. Hastings and Berman do not anticipate that there will be any dispute between them orlegal claims arising out of Berman’s separation from the Company, but nevertheless desire tosettle fully and finally any and all differences, causes of action, claims, or disputes that mightotherwise arise out of Berman’s employment with the Company.**Agreement**     IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, IT IS AGREED AS FOLLOWS:     **1. TemporaryContinuation of Pay.** Hastings will continue to pay Berman his regularsalary through March 31, 2005. These payments will be issued through the Company’s payroll lessall applicable taxes and withholding. Berman will receive his vested employee benefits(including the bonus payable for the period ending January 31, 2005 and three (3) weeks of vacation pay).     **2. SeveranceBenefits.** Following his final date of employment, Hastings agrees to pay Berman asum equal to twelve (12) months of his current base salary plus bonus computed at his bonuspercentage for such period based upon an assumed achievement of 100%, equal to $240,000.00, payablein one lump sum less all applicable taxes and withholding. This payment will be made on or beforeApril 15, 2005.     **3. COBRAPayments.** The Company will pay Berman’s (including his spouse)COBRA costs for a period of fifteen (15) months. Hastings will pay all costs directly throughits third party administrator.     **4. Options.** Any unvested Options granted pursuant to Option Grant No’s 500, 551,605, 606, 671, and 672 will be vested as of April 1, 2005, and all Options under such grants mustbe exercised on or before June 30, 2005. Any option shares under such grants not exercised bysuch date will expire. All other Options Grants remain in force as written.   SEVERANCE AGREEMENT AND RELEASE Page 1
 

 
     **5. Returnof Property.**Berman agrees to return to the Company any property ownedby the Company in a timely manner.     **6. AgreementConfidentiality.** Berman represents and agrees that the existence, termsand conditions of this Agreement shall be kept strictly and completely confidential subjectonly to the following exceptions: A. Berman may tell, on condition of confidentiality, his immediatefamily, appropriate governmental agencies, such as the Internal Revenue Service,Bankruptcy trustee, his investment adviser, attorneys, and accountant; andany other person he is required to tell by law or must do so to effectuatethis Agreement.  B. Berman may disclose relevant information regarding the termsand conditions of this Agreement in response to a validly executed and served subpoena orother court order. However, in so responding, Berman will advise the courtand all interested parties of the existence and substance of thisconfidentiality agreement and will take all reasonable steps necessary to limit hisdisclosure 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 isto be used or admitted into evidence in any proceeding of any character, judicial or otherwise,now pending or hereafter instituted.     **7. Release.**In consideration of the severance pay, severance benefits, and otherpromises contained herein, and as a material inducement to Hastings to enter into thisAgreement, Berman hereby irrevocably and unconditionally releases, acquits, forever discharges, andagrees to hold harmless Hastings and its agents, assigns, directors, officers, employees,representatives, attorneys, divisions, subsidiaries, affiliates and all persons acting by, through, under, orin concert with any of them (hereinafter “the releasees”), from any and all claims, causes of action,demands or liabilities whatsoever, whether known or unknown or suspected to exist by Berman that he everhad or may now have against the releasees, or any of them, including, without limitation, anyclaims, causes of action, demands, or liabilities in connection witheither Berman’s employment withthe Company or his resignation from the Company. This Agreement expressly covers, but is notlimited to, any claims that Berman may have raised under any state or federal statutory or common lawprohibiting discrimination in employment on the basis of age, gender, disability, race,national origin, religion, “whistleblower” or on any other basis prohibited by law including claimsarising under Title VII of the Civil Rights Act of 1964, Section 21.051 of the Texas Labor Code, andthe Americans with Disabilities Act.   SEVERANCE AGREEMENT AND RELEASE Page 2
 

 
     Inaddition and in consideration of the promises contained in this Agreement, Bermanhereby waives, releases and forever discharges, and agrees that he will not in any mannerinstitute, prosecute, or pursue, any complaint, claim, charge, demand, or suit, whether in law orin equity, which asserts or could assert at common law or any statute, rule or any groundswhatsoever, any claim 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, or injury, whether known or unknown, arising out of his employment and resignation ofemployment with the Company and its subsidiaries and/or the execution of this Agreement.     **8. Letterof Recommendation.** Hastings will execute a letter of recommendation onBerman’s behalf which letter will be subject to reasonable approval by Berman. Hastings agreesto supply up to ten original copies for Berman at his request. Any subsequent inquiry regardingBerman’s employment and subsequent resignation will be addressed by supplying a copy of theletter of recommendation or otherwise communicating its content.     **9. ReasonableAssistance & Cooperation.** In consideration of the severance paymentand other benefits provided to Berman in this Agreement, Berman agrees to provide reasonableassistance and cooperation to Hastings regarding certain items and areas over which he managedor otherwise worked on while employed at the Company, not to exceed twenty (20) hours per monthor a total of 100 hours overall. Berman acknowledges and agrees that his receipt of theseverance payment and other benefits provided for in this Agreement are contingent upon his good faithefforts to provide reasonable assistance and cooperation during the transition period identified inparagraph 1 above and thereafter.     **10. COBRA.** Berman 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 athis own expense once Hastings stops paying for his health insurance under paragraph 3. Suchelection must be made no later than sixty (60) days after his resignation.     **11. NoAdmission of Fault on Behalf of Hastings.** This Agreement shall not in anywaybe construed as an admission by Hastings, its agents, employees, directors, officers,representatives, or assigns, or its subsidiaries, of any act ofwrongdoing whatsoever against Berman or anyother person.     **12. CompleteAgreement.** 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. Acknowledgmentof Right to Seek Counsel.** Berman 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. Berman acknowledges that he haseither   SEVERANCE AGREEMENT AND RELEASE Page 3
 

 
consulted with counsel and is satisfied with the representation he received with respect to thisAgreement, or he acknowledges that he has knowingly and voluntarilywaived his right to seek legalrepresentation.     **14. Choiceof 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. Timeto Sign and Revoke Agreement.** In accordance with the Older WorkersBenefit Protection Act, 29 U.S.C. §626(f)(l), Berman acknowledges and agrees that he has theright to examine the terms of this Agreement for twenty-one (21) calendar days from the date hefirst received this Agreement before executing the Agreement, but has chosen to waive this right.     Berman 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 Berman 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 toCompete.** Berman acknowledges and stipulates that: 1) during the time he worked for Hastings,he was placed in a position to become acquainted with Hastings’ Proprietary and ConfidentialInformation (defined below); 2) the use or disclosure of Proprietary and ConfidentialInformation by Berman, except as expressly authorized by Hastings, is prohibited and would seriously damageHastings; 3) in addition to being given access to Proprietary and Confidential Information,Berman received material benefits as a result of his employment, including compensation andexperience; and 4) in addition to the foregoing, Berman is being given the severance benefits described inParagraph 2, 3 and 4. Therefore, Berman agrees as follows: A. Berman shall not, without the prior written 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 orproprietary nature of any of the Proprietary and ConfidentialInformation of Hastings;  (iii) fail to follow the reasonable guidelinesestablished by Hastings from time to time regarding the confidentialand proprietary nature of the Proprietary and Confidential Information;or   SEVERANCE AGREEMENT AND RELEASE Page 4
 

 
 (iv) divulge, furnish or make accessible to any other employee of Hastings acopy of this Agreement, or in any other manner divulge the contentsthereof. B. Berman agrees to return all documents, discs, files, software, compilations ofinformation, or any other materials provided or made available to him byHastings (including all copies of any such material) that contain Proprietaryand Confidential Information, as defined by this Agreement.  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 Bermancan establish 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 Berman, as evidenced by the Board’swritten consent for such disclosure.  D. **Covenant Not to Compete.**  (a) Length of Time and Area. (1) For a period of two (2) years after the Effective Date, Bermanshall not accept any position, where the performance of duties in that position will involvemanaging, controlling, participating in, investing in, acting as consultant or advisor to,rendering services for, or otherwise assisting any person or entity that engages in or ownsany business that derives a material portion of its revenues from theretail multi-mediaentertainment business. For purposes of this Agreement, “retail multi-media entertainmentbusiness” includes the businesses involved in any one or more of the following: the sale ofbooks, the sale of pre-recorded music, the sale of pre-recorded video tapes, the sale ofsoftware, or the rental of pre-recorded video tapes (whether any such product is new orused). A material portion shall mean that ten percent (10%) or more of such person’s orentity’s (including its affiliates) revenues is derived from the retail multi-mediaentertainment business. This non-competition agreement is limited to any person or entirythat operates in states in which Hastings operates as of the Effective Date.   SEVERANCE AGREEMENT AND RELEASE Page 5
 

 
 (b) This section shall not prevent Berman from using general skills and experiencedeveloped during employment with Hastings or other Hastings; or from accepting aposition of employment with another company, firm, or other organization whichcompetes with Hastings, if its business is diversified and Berman is employed in apart of the business that is not related to the multi-media entertainmentbusiness and provided that such position does not require or permit the disclosureor use of Proprietary and Confidential Information.  (c) The ownership by Berman of ten percent (10%) or less of a publicly-traded classof securities shall not be deemed a violation of this Section 16.  (d) Reasonableness of Limitations. Berman acknowledges and agrees that thecovenant not to compete contained this Section 16 is ancillary to or part of thisSeverance Agreement and Release and that the limitations contained in this covenantnot to compete (1) are reasonable limitations as to time, geographical area, andscope of activity to be restrained; (2) do not impose a greater restraint than isnecessary to protect the business interests of Hastings, which, not by limitation,include the Proprietary and Confidential Information; and (3) will not create ahardship on Berman.  (e) Partial Invalidity. If for any reason any court of competent jurisdictiondetermines that the restrictions contained in this covenant not to compete are notreasonable, that the consideration is inadequate, or that Berman has beenprevented from earning a livelihood, such restrictions should be interpreted,modified, or rewritten to include as much of the duration, scope, and geographicarea identified in this Section 16 as will render such restrictions valid andenforceable.  (f) Nonsolicitation of Employees. For a period of two (2) years following theEffective Date, Berman shall not directly solicit, encourage, or induce anyother employees of Hastings to terminate employment with Hastings oremploy or offer employment to any such other employee of Hastings.     **17. Assignmentof Intellectual Property.** A. Berman agrees that any idea, innovation, concept, useful article, software,program, database, system, modification to an existing system or program, or otheranalytical tool he created or developed as part of his employment with Hastings(collectively referred to as “Development”) shall be the sole exclusive property ofHastings, and Berman agrees that he retains no intellectual property rights in anysuch Development. As such, Berman   SEVERANCE AGREEMENT AND RELEASE Page 6
 

 
   expressly assigns to Hastings all right, title and interest in any and all Developments,made or conceived solely or jointly by Berman, whether or not such Developments arepatentable, copyrightable, or protectable in any other manner, that relate in any way tothe business or operations of Hastings.  B. The assignment of any Development only applies to anyDevelopment(s)created while Berman was employed by Hastings.  C. To the extent Berman claims that any Development was his own intellectualproperty prior to the date he began his employment with Hastings, Bermanagrees to list such Development below, with a brief description that issufficient to allow the parties to easily identify what Berman claims as hisown. Berman claims the following Development(s) as his own creation priorto the date he began his employment with Hastings, and does not assign hisright, title and interest in such Development(s) to Hastings:    NONE                                                 ** **** **(Write “NONE” if no prior Developments exist).  D. Excluded from Berman’s assignment of his Developments are the following,which Berman cannot assign to Hastings because of a prior agreement with                                        ,which is effective until                    .    NONE           (Write “NONE” if no prior agreements exist).  E. Hastings and its licensees are not required to designate Berman as the author or creator ofany Development assigned in this paragraph 15 when distributing the Development publicly orotherwise. To the extent Berman writes any article in any publication or trade journalreferencing or relating to any Development, the article shall be considered a joint work ofHastings and Berman, shall recognize both Hastings and Berman as joint authors, and shallinclude information identifying Berman as an employee of Hastings.   SEVERANCE AGREEMENT AND RELEASE Page 7
 

 
     **18. Rightto Injunctive Relief and Other Remedies.**If it is determined thatBerman hasbreached any of the covenants contained in paragraphs 14, 16, or 17, Hastings may obtain aninjunction prohibiting such breach. Berman expressly stipulates and agrees that hisobligations under this Agreement are specifically enforceable by temporary and permanent injunctive relief.Berman further agrees that Hastings shall not be required to post a bond in order to obtaininjunctive relief against Berman for violating any of the covenants contained in paragraphs 4,14, or 15, or if abond is required by law or by any court of competent jurisdiction, Berman 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.c/o Dave Moffatt, Vice-President Human Resources3601 Plains Blvd.Amarillo, Texas 79102Robert Berman                                        Amarillo, Texas 79109Notice under this Agreement will be considered to have been accomplished on the date the partydeposits in the United States Mail a copy of the notice at issue, which must be properlyaddressed using the addresses identified in this paragraph, postage prepaid with adequatepostage thereon.     **20. INDEMNITY.**BERMAN AGREES TO INDEMNIFY, RELEASE, DEFEND ANDHOLD HARMLESS HASTINGS AND ITS EMPLOYEES, AFFILIATES, AND ASSIGNS FROMANY AND ALL LIABILITY, CLAIMS, LOSSES, COSTS, ATTORNEYS’ FEES AND/ORDAMAGES OF ANY SORT THAT ARISE OR RESULT FROM THE BREACH OF ANYWARRANTIES OR REPRESENTATIONS MADE IN THIS AGREEMENT.     HASTINGS AGREES TO INDEMNIFY, RELEASE, DEFEND AND HOLD HARMLESS BERMAN FROM ANY AND ALLLIABILITY, CLAIMS, LOSSES, COSTS, ATTORNEYS’ FEES AND/OR DAMAGES OF ANY SORT THAT ARISE OR RESULTFROM THE PERFORMANCE OF BERMAN’S DUTIES CONDUCTED IN GOOD FAITH WHILE ACTING ON HASTINGS’ BEHALFOR THE BREACH OF ANY WARRANTIES OR REPRESENTATIONS MADE BY IT IN THISAGREEMENT.   SEVERANCE AGREEMENT AND RELEASE Page 8
 

 
     BY SIGNING BELOW, Berman ACKNOWLEDGES THAT HE HAS READ AND CAREFULLY CONSIDERED THISAGREEMENT AND UNDERSTANDS THAT IT IS A FULL RELEASE OF ALL CLAIMS KNOWN OR UNKNOWN. BermanACKNOWLEDGES AND AFFIRMS THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS CONCERNING THIS AGREEMENTAND HE HAS HAD HIS QUESTIONS ANSWERED TO HIS COMPLETE SATISFACTION. Berman ACKNOWLEDGES THAT HE ISSIGNING THIS AGREEMENT FREELY AND VOLUNTARILY.     HASTINGS ENTERTAINMENT, INC, a Texas Corporation     By:     DaveMoffatt  Title:  VicePresident Human Resources   on Behalf of the Corporation