EXHIBIT 10.1


 


Lois
Mannon


c/o
Hawks Acquisition Corp


600
Lexington Avenue


9th
Floor


New
York, NY 10022


 


November 21, 2022


 


Dear Lois Mannon,


 


We are pleased to offer you an incentive to continue
to remain engaged with Hawks Acquisition Corp (the “Company”) through the period of time for the Company to (a) consummate
an initial business combination or (b) redeem 100% of the public shares at the end of the Completion Window (as defined in the Company’s
Amended and Restated Certificate of Incorporation). We are offering you the bonus opportunity described in this letter agreement (this
“Agreement”) because we recognize your importance to our business.


 


		1.	Retention Bonus. If you remain continuously engaged with the Company
through the fiscal year ending on December 31, 2022 or the completion of the Company’s 2022 10-K, whichever date is later (the “Vesting
Date”), you will be eligible to receive a one-time bonus of $150,000.00 in cash (the “Retention Bonus”),
payable in a lump sum within 14 days after the Vesting Date. 



 




Receipt of any Retention Bonus shall be
further conditioned on your continued compliance in all material respects with the terms and conditions of this Agreement and any other
agreements entered into with the Company or its affiliates (including, without limitation, any restrictive covenants contained therein).
This Agreement is non-exclusive. Your services rendered to the Company in connection with this Agreement are in the capacity of an independent
contractor, therefore you are responsible for payment of any applicable taxes in relation to the Retention Bonus.


 


		2.	Clawback. The Retention Bonus is subject to
a clawback if you resign prior to the later of (i) the Company’s consummation of an initial business combination or (ii) the redemption
of 100% of the public shares at the end of the Completion Window.



 


		3.	Acknowledgments. You acknowledge and agree that (i) this Agreement
and your payments and benefits hereunder are confidential and may not be disclosed by you to anyone, even after the payment dates, except
to your immediate family and legal and financial advisors, each of whom shall agree to keep such information confidential, or as required
by law, (ii) your engagement remains at-will (and, for the avoidance of doubt, your entitlement to payments or benefits upon termination,
if any, will be mutually agreed between the parties hereto, (iii) the payments and benefits hereunder shall not be taken into account
in determining any other compensation or benefits, (iv) if all or any portion of the payments and benefits hereunder could be considered
a “parachute payment” under Section 280G of the Internal Revenue Code of 1986 (the “Code”), the Treasury
Regulations thereunder or otherwise, receipt of such payments and benefits shall be contingent upon stockholder approval in the manner
provided in Section 280G(b)(5)(B) of the Code, (v) this Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter (whether
written or oral), (vi) this Agreement shall be governed by the laws of
the State of Delaware without regard to principles of conflict of laws, and (vii) each party hereto hereby waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of or relating
to this Agreement.






 


[Signature page follows]




    	 	 	 



     


    

As you know, your efforts over the
coming months will make a difference in the success of the transition period. We thank you in advance for your efforts, continuing dedication
and commitment to the business of the Company.


 


Sincerely,


 


	Hawks Acquisition Corp
	 
	 
	/s/ J. Carney Hawks
	By: J. Carney Hawks
	Title: Chief Executive Officer


 


 


 


I
have read and agree to the terms of the above letter agreement.




 




	Lois A. Mannon	 	11/21/2022	 
	Name	 	Date