Exhibit 10.22


 


 


 


January 3, 2022


 


By Email


Mr. Jason Krom


7324 Roman Ave NW


Massillon, OH 44646


 


	Re:	Letter Agreement Regarding Part-Time Employment



 


Dear Jason:


 


On December 14, 2021, you
gave notice of your termination, effective January 3, 2022, of your employment with HOF Village Newco, LLC (“Newco”) and your
Employment Agreement, dated September 16, 2019, as amended by Amendment No. 1, dated December 22, 2020 (“Employment Agreement”),
and your resignation, effective January 3, 2022, as Chief Financial Officer of Hall of Fame Resort & Entertainment Company (the “Company”).
To assist in the transitioning of your duties and responsibilities as the former Chief Financial Officer of the Company and Newco, you
and Newco have agreed that, effective January 3, 2022, you will continue as a part-time employee of Newco through February 25, 2022 (such
period, the “Transition Period”). The parties agree that your Employment Agreement terminated effective January 3, 2022 due
to your resignation without Good Reason and that the Employment Agreement will not apply to your part-time employment during the Transition
Period. Instead, this Letter Agreement shall govern the terms of your part-time employment during the Transition Period.


 


During the Transition Period,
you will be employed as a part-time advisor, and you agree to perform the following duties upon request of Newco or the Company:


 


		●	Provide financial and accounting guidance based on historic and institutional knowledge.



		●	Provide knowledge-share to current and future finance and executive staff.



		●	Assist with any transition needed in relation to your former role as Chief Financial Officer, including,
but not limited to:



		o	Information Technology with Shirley Barnes;



		o	Corporate Accounting with John van Buiten;



		o	Investor Relation and FP&A with Eric Hess; and



		o	Michael Crawford and the rest of the Executive Team.



		●	Be reasonably available to answer any questions from staff of Newco and the Company.



		●	Provide and review all necessary documentation with appropriate staff of Newco and the Company.



		●	Facilitate introductions, as needed, between third parties and staff of Newco and the Company.



 


You agree that you will be available by email
and phone to perform these duties approximately 10 to 15 hours per week during the Transition Period.


 



     


     


    

 


The parties acknowledge that
you have already begun full-time employment with your new employer. You represent that your new employer is aware of and has approved
your part-time employment with Newco during the Transition Period. You further represent that you have no outstanding agreement or obligation
that is in conflict with any of the provisions of this Letter Agreement or that would preclude you from complying with the provisions
of this Letter Agreement. You agree that you will not enter into any such conflicting agreement during the Transition Period.


 


During the Transition Period,
Newco will pay you a salary of $1,800.00 per week, less applicable deductions and withholdings, payable on Newco’s regular payroll
dates. In the event that the Transition Period is terminated prior to February 25, 2022 as described below, you will receive a pro-rated
weekly salary for any partial week of employment.


 


Because you are a part-time
employee of Newco and have already begun full-time, benefits-eligible employment with your new employer, you will not be eligible to participate
in the Company’s health insurance plans during the Transition Period. Moreover, because you will not be employed as the Chief Financial
Officer of the Company and Newco and will not be employed by Newco or the Company in a full-time capacity during the Transition Period,
you will not be eligible for continued vesting during the Transition Period with respect to any awards granted under the Hall of Fame
Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan (the “Plan”), including, but not limited to, your January
22, 2021 grant of 175,789 restricted stock units (“RSUs”) under the Plan, that would otherwise vest in 1/3 equal increments
beginning on January 22, 2022, and you will not be eligible to receive bonus payments for calendar year 2021.


 


Either you or Newco may terminate
the Transition Period and your part-time employment with Newco prior to February 25, 2022 by providing the other party seven days’
advance written notice.


 


If the foregoing terms and
conditions are acceptable to you, please sign and date this Letter Agreement in the space provided below and return it to me by e-mail.


 


	 	Sincerely,
	 	 
	 	/s/ Lisa Gould
	 	Lisa Gould
	 	Vice President of Human Resources


 


Seen and agreed:


 


	/s/ Jason Krom	 
	Jason Krom	 
	 	 
	1/5/2022	 
	Date