SEVERANCE AGREEMENT AND RELEASE - ROBERT BERMAN

Exhibit 10.22

SEVERANCE AGREEMENT AND RELEASE

     This Severance Agreement and Release (“Agreement”) is entered into as of the 19th day of March, 2005 (the “Effective Date”). The parties to this Agreement are Hastings Entertainment, Inc. (“Hastings” or the “Company”) and Robert Berman (“Berman”).

Recitals

     1. Berman has been employed by Hastings as Vice President of Store Operations. Berman has voluntarily resigned his employment with Hastings effective March 19, 2005, in order to pursue other business opportunities.

     2. Hastings and Berman do not anticipate that there will be any dispute between them or legal claims arising out of Berman’s separation from the Company, but nevertheless desire to settle fully and finally any and all differences, causes of action, claims, or disputes that might otherwise arise out of Berman’s 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 Berman his regular salary through March 31, 2005. These payments will be issued through the Company’s payroll less all 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. Severance Benefits. Following his final date of employment, Hastings agrees to pay Berman a sum equal to twelve (12) months of his current base salary plus bonus computed at his bonus percentage for such period based upon an assumed achievement of 100%, equal to $240,000.00, payable in one lump sum less all applicable taxes and withholding. This payment will be made on or before April 15, 2005.

      3. COBRA Payments. The Company will pay Berman’s (including his spouse) COBRA costs for a period of fifteen (15) months. Hastings will pay all costs directly through its 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 must be exercised on or before June 30, 2005. Any option shares under such grants not exercised by such date will expire. All other Options Grants remain in force as written.

      5. Return of Property. Berman agrees to return to the Company any property owned by the Company in a timely manner.

      6. Agreement Confidentiality. Berman represents and agrees that the existence, terms and conditions of this Agreement shall be kept strictly and completely confidential subject only to the following exceptions:

     The phrase, “terms and conditions of this Agreement” means those terms and conditions that appear on the face of the Agreement and any and all discussions, information and documentation used, generated and/or relied upon in producing this Agreement. Except to the extent necessary to enforce this Agreement, it is further agreed that neither this Agreement nor any part thereof is to 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 other promises contained herein, and as a material inducement to Hastings to enter into this Agreement, Berman hereby irrevocably and unconditionally releases, acquits, forever discharges, and agrees to hold harmless Hastings and its agents, assigns, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates and all persons acting by, through, under, or in 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 ever had or may now have against the releasees, or any of them, including, without limitation, any claims, causes of action, demands, or liabilities in connection with either Berman’s employment with the Company or his resignation from the Company. This Agreement expressly covers, but is not limited to, any claims that Berman may have raised under any state or federal statutory or common law prohibiting discrimination 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 Title VII of the Civil Rights Act of 1964, Section 21.051 of the Texas Labor Code, and the Americans with Disabilities Act.

     In addition and in consideration of the promises contained in this Agreement, Berman hereby waives, 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, 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 of employment with the Company and its subsidiaries and/or the execution of this Agreement.

      8. Letter of Recommendation. Hastings will execute a letter of recommendation on Berman’s behalf which letter will be subject to reasonable approval by Berman. Hastings agrees to supply up to ten original copies for Berman at his request. Any subsequent inquiry regarding Berman’s employment and subsequent resignation will be addressed by supplying a copy of the letter of recommendation or otherwise communicating its content.

      9. Reasonable Assistance & Cooperation. In consideration of the severance payment and other benefits provided to Berman in this Agreement, Berman agrees to provide reasonable assistance and cooperation to Hastings regarding certain items and areas over which he managed or otherwise worked on while employed at the Company, not to exceed twenty (20) hours per month or a total of 100 hours overall. Berman acknowledges and agrees that his receipt of the severance payment and other benefits provided for in this Agreement are contingent upon his good faith efforts to provide reasonable assistance and cooperation during the transition period identified in paragraph 1 above and thereafter.

      10. COBRA. Berman hereby acknowledges that Hastings or its authorized designee has advised 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 at his own expense once Hastings stops paying for his health insurance under paragraph 3. Such election must 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 anyway be construed as an admission by Hastings, its agents, employees, directors, officers, representatives, or assigns, or its subsidiaries, of any act of wrongdoing whatsoever against Berman or any other person.

      12. Complete Agreement. This Agreement sets forth the entire agreement between the parties hereto and fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof.

      13. Acknowledgment of Right to Seek Counsel. Berman acknowledges that he has a complete and unequivocal right to seek legal advice and/or representation from any attorney of his choice regarding the matters set forth in this Agreement. Berman acknowledges that he has either

consulted with counsel and is satisfied with the representation he received with respect to this Agreement, or he acknowledges that he has knowingly and voluntarily waived his right to seek legal representation.

      14. Choice of Forum and Venue. The terms of this Agreement shall be construed in accordance with the laws of the State of Texas. Any proceeding br