1
EXHIBIT 10.20
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made the _____day of _________,
________, by and among HASTINGS ENTERTAINMENT, INC., a Texas corporation
("Hastings") and _______________ ("Executive").
W I T N E S S E T H:
WHEREAS, Hastings and its affiliates are engaged in the retail sale of
books, music, video tapes, periodicals, and software and the rental of video
tapes; and
WHEREAS, Executive has expertise, experience and capability in the
business of Hastings;
WHEREAS, Executive has been, and now is serving Hastings as its
______________________________________________; and
WHEREAS, Hastings desires to enter into this Agreement to provide
severance and other benefits for Executive and obtain Executive's agreements
regarding confidentiality and post- employment restrictive covenants for
Hastings; and
WHEREAS, Executive is willing to provide such agreements to Hastings.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which consideration is mutually acknowledged by the parties,
it is hereby agreed as follows:
1. Duties and Responsibilities. The duties and responsibilities of
Executive are and shall continue to be of an executive nature as shall be
required by Hastings in the conduct of its business. Executive's powers and
authority shall include all those presently delegated to him or such other
duties and responsibilities as from time to time may be assigned to him.
Executive recognizes, that during his employment hereunder, he owes an
undivided duty of loyalty to Hastings, and agrees to devote substantially all
of his business time, skills, efforts, and attention to the performance of said
duties and responsibilities and to use his best efforts to promote and develop
the business of Hastings.
2. Employment Term. Executive's employment shall continue until
terminated by either party in accordance with Sections 4, 5, 6, or 7 herein.
Except as may otherwise be expressly provided herein, regardless of the basis
of any termination, Executive's obligations under Sections 10, 11, 12, and 13
hereof shall continue.
3. Compensation and Benefits. During employment, Executive shall be
entitled to receive a base annual salary as established by the Board of
Directors of Hastings, participate in the Corporate Officer Incentive Plan
("COIP") at a level established by the Board of Directors of Hastings, shall be
reimbursed for reasonable expenses incurred and accounted for in accordance
with the policies and procedures of Hastings, and shall be entitled to
2
vacation pay and other benefits applicable to employees generally, each as may
from time to time be established, amended or terminated. In addition, upon
execution of this Agreement, Executive shall be entitled to the Special
Compensation set forth in Section 4 hereof in accordance with the terms of this
Agreement.
4. Termination by Hastings; Special Compensation.
(a) At any time, Hastings may terminate Executive's employment for any
reason. If Executive's termination is other than pursuant to Section 5,
Executive shall, subject to the other provisions of this Section 4, be entitled
to the following Special Compensation (as that term is defined in this Section
4) in lieu of any benefits available under any and all Hastings separation
plans or policies.
(b) For purposes of this Agreement, "Special Compensation" shall
entitle Executive:
(i) to continue to receive for a period of _____________
(__) months from the date of termination (the
"Severance Period") monthly compensation at the rate
equal to the monthly amount of his base annual salary
in effect at the date of termination of employment;
(ii) to receive a bonus, based on actual performance
results under the COIP throughout the Severance Period
provided that the amount, if any, payable under such
plan for the award period including the last day of
the Severance Period shall be pro rated based upon the
number of months of the Severance Period that fall
within the award period and the total number of months
in such award period;
(iii) to continue to receive throughout the Severance
Period any executive medical, dental, life, and
qualified or nonqualified retirement benefits which
the Executive was receiving or was entitled to
receive at the time of termination, except that long
term disability and short term disability benefits
cease on the last day worked;
(c) Hastings shall pay or cause to be paid the amounts payable under
paragraph (b)(i) above in equal installments, monthly in arrears, and the
amount payable under paragraph (b)(ii) in accordance with the terms of such
plan. All payments pursuant to this Section shall be subject to applicable
federal and state income and other withholding taxes.
(d) In addition to the Special Compensation described above, Executive
shall also be entitled to any vacation pay for vacation accrued by Executive in
the calendar year of termination but not taken at the time of termination.
(e) In the event Executive becomes employed full time during the
Severance Period, Executive's entitlement to continuation of the benefits
described in paragraph (b)(iii) shall
2
3
immediately cease, however, Executive shall retain any rights to continue
medical insurance coverage under the COBRA continuation provisions of the group
medical insurance plan by paying the applicable premium therefor.
The payments and benefits provided for in this Section shall be in
addition to all other sums then payable and owing to Executive hereunder and,
except as expressly provided herein, shall not be subject to reduction for any
amounts received by Executive for employment or services provided after
termination of employment hereunder, and shall be in full settlement and
satisfaction of all of Executive's claims and demands.
(f) In all events, Executive's right to receive severance and/or other
benefits pursuant to this Section shall cease immediately in the event
Executive is reemployed by Hastings or an affiliate or Executive or breaches
any provision of Sections 10, 11, 12 or 13 hereof. In all cases, Hastings'
rights under Section 14 shall continue.
(g) In the event that the Special Compensation is determined to be an
"excess parachute payment" under section 280G of the Internal Revenue Code of
1986, as amended (the "Code") or any successor provision, subject to the excise
tax imposed by section 4999 of the Code or any successor provision (the "Excise
Tax"), Hastings agrees to pay to Executive an additional sum (the "Gross Up")
in an amount such that the net amount retained by Executive, after receiving
both the Special Compensation and the Gross Up and after paying: (i) any Excise
Tax on the Payment and the Gross Up, and (ii) any Federal, state and local
income taxes on the Gross Up, is equal to the amount of the Special
Compensation.
For purposes of determining the Gross Up, Executive shall be deemed to
pay state and local income taxes at the highest marginal rate of taxation in
his filing status for the calendar year in which the Special Compensation is to
be made based upon Executive's domicile on the date of the payment. The
determination of whether such Excise Tax is payable and the amount of such
Excise Tax shall be based upon the opinion of tax counsel selected by Hastings
subject to the approval of Executive. If such opinion is not finally accepted
by the Internal Revenue Service, then appropriate adjustments shall be
calculated (with Gross Up, if applicable) by such tax counsel based upon the
final amount of Excise Tax so determined. The final amount shall be paid, if
applicable, within thirty (30) days after such calculations are completed.
5. Voluntary Resignation by Executive; Termination for Cause; Total
Disability; Death. Upon termination of Executive's employment by either
Voluntary Resignation or Termination for Cause (as those terms are defined in
this Section 5), Executive shall have no right to compensation, severance pay
or other benefits described herein but Executive's obligations under Sections
10, 11, 12 and 13 hereof shall continue. Upon termination for total disability,
Executive's obligations under Sections 10, 11, 12, and 13 hereof shall
continue.
(a) Voluntary Resignation by Executive. At any time, Executive has the
right, by written notice to Hastings, to terminate his services hereunder
("Voluntary Resignation"), effective as of sixty (60) days after such notice.
3
4
(b) Termination for Cause by Hastings. At any time, Hastings has the
right to terminate Executive's employment for cause. Termination upon the
occurrence of any of the following shall be deemed termination for cause
("Termination for Cause"):
(i) any act, or failure to act, by Executive involving
fraud or willful malfeasance in the performance of
his duties under this Agreement, including, but not
limited to, Executive's willful failure to serve as a
full time employee of Hastings pursuant to the terms
and provisions of Section 1 of this Agreement; or
(ii) Executive's willful engagement in conduct which is
demonstrably and materially injurious to Hastings.
Termination for failure to meet performance expectations, unless
willful, continuing and substantial, shall not be deemed a Termination for
Cause. For Termination for Cause, written notice of the termination of
Executive's employment by Hastings shall be served upon Executive and shall be
effective as of the date of such service. Such notice given by Hastings shall
specify the act or acts of Executive underlying such termination.
(c) Total Disability. Upon the total disability of Executive, as
disability is defined in the disability policies and plans applicable to
Executive, Executive shall have no right to compensation or severance pay
described herein but shall be entitled to long term disability and other such
benefits afforded under Hastings' applicable policies and plans.
(d) Death. Upon the death of Executive, Executive estate shall have no
right to receive compensation or other severance pay described herein, but
shall be entitled to receive any benefits afforded under Hastings' applicable
policies and plans.
6. Resignation Following Constructive Discharge. If at any time,
except in connection with a termination pursuant to Sections 4, 5, or 7,
Executive is Constructively Discharged (as that term is defined in this Section
6) then Executive shall have the right, by written notice to Hastings within
sixty (60) days of such Constructive Discharge, to terminate his services
hereunder, effective as of thirty (30) days after such notice. Executive shall
in such event be entitled to the compensation and benefits as if such
employment were terminated pursuant to Section 4 of this Agreement.
For purposes of this Agreement, Executive shall be "Constructively
Discharged" upon the occurrence of any one of the following events:
(a) Executive is removed from his position with Hastings other than as
a result of Executive's appointment to a position of equal or superior scope
and responsibility; or
(b) Executive's targeted total compensation is reduced by more than
20% (other than across-the-board reductions similarly affecting all executive
officers of Hastings).
4
5
7. Effect of Change in Control.
(a) Upon a Change in Control, Executive will be entitled to a
payment (the "Change of Control Gross-Up") for all unexercised incentive stock
options, and shares owned immediately prior to the Change of Control that were
acquired as a result of incentive stock options exercised within 12 months
prior to the Change in Control and non- qualified options exercised within 18
months prior to the Change in Control. Payments will be determined separately
for each option, and type of option, granted.
The Change of Control Gross-Up shall be determined in accordance with
the following formula:
(i) For all unexercised incentive stock options
G = [((P - E) x N) x L] / M
Where G = Change of Control Gross-Up Payment
P = The price per share paid in the tender offer or
merger agreement that results in the Change in
Control. If no such tender offer or merger agreement
occurs in connection with a Change in Control, then
the price per share shall be determined by a majority
of disinterested incumbent members of the Board of
Directors of Hastings in office immediately prior to
the Change in Control.
E = The exercise price per share of the incentive
stock option.
N = The number of unexercised shares of such
incentive stock option.
L = The long term capital gains tax rate in effect
for the calendar year in which the Change of Control
Gross-Up is to be made.
M = The highest marginal rate of taxation in the
Executive's filing status for the calendar year in
which the Change of Control Gross-Up is to be made.
(ii) For all Incentive Stock Options exercised within the 12-month
period prior to the Change in Control and owned by Executive
immediately prior to the Change in Control.
G = [((P - F) x Q) x L] / M
Where G = Change of Control Gross-Up Payment
5
6
P = The price per share paid in the tender offer or
merger agreement that results in the Change in
Control. If no such tender offer or merger agreement
occurs in connection with a Change in Control, then
the price per share shall be determined by a majority
of disinterested incumbent members of the Board of
Directors of Hastings in office immediately prior to
the Change in Control.
F = The exercise price of such option.
Q = The number of shares exercised in such Incentive
Stock Option.
L = The long term capital gains tax rate in effect
for the calendar year in which the Change of Control
Gross-Up is to be made.
M = The highest marginal rate of taxation in the
Executive's filing status for the calendar year in
which the Change of Control Gross-Up is to be made.
(iii) For all non qualified stock options exercised within the
18-month period prior to the Change in Control and owned by
Executive immediately prior to the Change in Control.
G = [((P - V) x Q) x L] / M
Where G = Change of Control Gross-Up Payment
P = The price per share paid in the tender offer or
merger agreement that results in the Change in
Control. If no such tender offer or merger agreement
occurs in connection with a Change in Control, then
the price per share shall be determined by a majority
of disinterested incumbent members of the Board of
Directors of Hastings in office immediately prior to
the Change in Control.
V = The fair market value of the stock at time of
exercise of the non-qualified option (determined as
of the closing price of the stock on the date such
option is exercised).
Q = The number of shares exercised in such Incentive
Stock Option.
L = The long term capital gains tax rate in effect
for the calendar year in which the Change of Control
Gross-Up is to be made.
M = The highest marginal rate of taxation in the
Executive's filing status for the calendar year in
which the Change of Control Gross-Up is to be made.
6
7
The Change in Control Gross-Up for unexercised incentive stock options
shall be paid upon surrender and cancellation of the incentive stock options.
The Change in Control Gross-Up for incentive stock options exercised in the
12-month period prior to the Change in Control and for non-qualified stock
options exercised in the 18-month period prior to the Change in Control shall
be paid upon the Change in Control.
(b) For purposes of this Agreement, a "Change in Control" shall be
deemed to have occurred if:
(i) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"))
other than John H. Marmaduke, the John H. Marmaduke Family
Limited Partnership, the Stephen S. Marmaduke Family Limited
Partnership, the Estate of Sam Marmaduke, deceased, a trustee
or other fiduciary holding securities under an employee benefit
plan of Hastings or any of its affiliates, and other than
Hastings or a corporation owned, directly or indirectly, by the
stockholders of Hastings in substantially the same proportions
as their ownership of stock of Hastings, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of Hastings
representing 33 1/3% or more of the combined voting power of
Hastings' then outstanding securities, or
(ii) during any period of two consecutive years (not including any
period prior to the date of this Agreement), incumbent members
cease for any reason to constitute a majority of the members of
the Board of Directors of Hastings;
A member of the Board of Directors of Hastings shall be an "incumbent
member" if such individual is as of the date of this Agreement or at the
beginning of the applicable two consecutive year period a member of the Board
of Directors of Hastings, and any new director after the date of this Agreement
(other than a director designated by person who has entered into an agreement
to effect a transaction described in subparagraph (i) above) whose election to
the Board or nomination for election by the stockholders of Hastings was
approved by a vote of at least two-thirds (2/3) of the directors still in
office who either were directors as of the date hereof or as of the first day
of the applicable two consecutive year period or whose election or nomination
for election was previously so approved.
A Change of Control shall include any other transactions or series of
related transactions occurring which have substantially the same effect as the
transactions specified in any of the preceding clauses of this Section 7.
(c) In the event that within one year of a Change in Control (as
that term is defined in this Section 7) Executive's employment is terminated by
Hastings other than pursuant to Section 5 hereof; then Executive shall be
entitled to the Special Compensation and, if applicable, the Gross-Up described
in Section 4.
7
8
(d) Except as otherwise specifically provided, amounts paid under
this Section 7 shall be paid, if applicable, within thirty (30) days after such
calculations are completed.
(e) In the event Executive's employment is terminated pursuant to
this Section 7, Executive shall be bound by Sections 10, 12, and 13, but shall
not have any continuing obligations under Section 11, except as otherwise
required by common law or statute.
8. Dispute Resolution. All disputes arising under this Agreement,
other than those disputes relating to Executive's alleged violations of
Sections 10 through 13 herein, shall be submitted to arbitration by the
American Arbitration Association of Dallas, Texas. Costs of arbitration shall
be borne equally by the parties. The decision of the arbitrators shall be final
and there shall be no appeal from any award rendered. Any award rendered may be
entered as a judgment in any court of competent jurisdiction. In any judicial
enforcement proceeding, the losing party shall reimburse the prevailing party
for its reasonable costs and attorneys' fees for enforcing its rights under
this Agreement, in addition to any damages or other relief granted. This
Section 8 does not apply to any action by Hastings to enforce Sections 10
through 13 of this Agreement and does not in any way restrict Hastings' rights
under Section 14 herein.
9. Enforcement. All reasonable legal fees paid or incurred by
Executive pursuant to any dispute or question of interpretation relating to
this Agreement shall be paid or reimbursed by Hastings if Executive is
successful pursuant to a legal judgment, arbitration or settlement.
10. Confidential Information. Executive acknowledges that during the
course of his employment he has learned or will learn or develop Confidential
Information (as that term is defined in this Section 10). Executive further
acknowledges that unauthorized disclosure or use of such Confidential
Information, other than in discharge of Executive's duties, will cause Hastings
irreparable harm.
For purposes of this Section, Confidential Information means trade
secrets (such as technical and non-technical data, a formula, pattern,
compilation, program, device, method, technique, drawing, process) and other
proprietary information concerning the business of Hastings, or its affiliates,
including but not limited to: pricing and financial information computer
programs; unpatented inventions, discoveries or improvements; marketing,
manufacturing, or organizational research and development; business plans;
sales forecasts; personnel information, including the identity of other
employees of Hastings, their responsibilities, competence, abilities, and
compensation; current and prospective suppliers' lists and information on
suppliers; information concerning planned or pending acquisitions or
divestitures; and information concerning purchases or leasing of major
equipment or property, which information: (a) has not been made generally
available to the public; and (b) is useful or of value to the current or
anticipated business, or research or development activities of Hastings or of
any supplier of Hastings, or (c) has been identified to Executive as
confidential by Hastings, either orally or in writing.
8
9
Except in the course of his employment and in the pursuit of the
business of Hastings or any of its subsidiaries or affiliates, Executive shall
not, during the course of his employment, or for a period of eighteen (18)
months following termination of his employment for any reason, directly or
indirectly, disclose, publish, communicate or use on his behalf or another's
behalf, any proprietary information or data of Hastings or any of its
subsidiaries or affiliates.
Executive acknowledges that Hastings operates and competes nationally,
and that Hastings will be harmed by unauthorized disclosure or use of
Confidential Information regardless of where such disclosure or use occurs, and
that therefore this confidentiality agreement is not limited to any single
state or other jurisdiction.
11. Non-Competition.
(a) Executive acknowledges that use or disclosure of Confidential
Information described in Section 10 is likely if Executive were to perform
services on behalf of a competitor of Hastings. Therefore, Executive shall not,
for eighteen (18) months following termination of employment for any reason (the
"Non-Compete Period"), accept any position, where the performance of duties in
that position will involve managing, 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 owns any business that is in
the retail multi-media entertainment business. For purposes of this Agreement,
"retail multi-media entertainment business" means any company or other entity
that derives more than 5% of its gross revenues from the retail sale of any one
or more of the following: the sale of books, the sale of pre-recorded music, the
sale of pre-recorded video tapes, the sale of software, or the rental of
pre-recorded video tapes. Executive acknowledges that Hastings operates and
competes nationally, and that therefore this non-competition agreement is not
limited to any single state or other jurisdiction.
(b) This section shall not prevent Executive from using general skills
and experience developed during employment with Hastings or other Hastings; or
from accepting a position of employment with another company, firm, or other
organization which competes with Hastings, if its business is diversified and
Executive is employed in a part of the business that is not related to the
multi-media entertainment business and provided that such position does not
require or permit the disclosure or use of Confidential Information.
(c) The ownership by Executive of less than five percent (5%) or less
of a publicly-traded class of securities shall not be deemed a violation of
this Section 11.
(d) Executive represents and warrants to Hastings that the enforcement
of the restriction contained in this Section 11 will not be unduly burdensome
to Executive and is part of the inducement for Hastings to pay the Special
Compensation. Executive further represents and acknowledges that Executive is
willing and able to be employed by other employers not prohibited by this
Section 11. In the event that a court of competent jurisdiction determines that
this covenant does not meet the requirements of Section 15.50 of the Texas
Business & Commerce
9
10
Code ("TBCC"), then Hastings and Executive each agree that Hastings and
Executive are deemed to have requested reformation by such court pursuant to
Section 15.51 of the TBCC.
(e) Executive agrees that a breach or violation of this covenant not
to compete by Executive shall entitle Hastings, as a matter of right, to an
injunction issued by any court of competent jurisdiction, restraining any
further or continued breach or violation of this covenant. Such right to an
injunction shall be cumulative and in addition to, and not in lieu of, any
other remedies which Hastings may have if Executive is in breach of this
covenant not to compete, and that the time period of this covenant shall be
extended for an amount of time that Executive is in breach thereof.
(f) If Executive violates any covenant contained in Section 11 and
Hastings brings legal action for injunctive or other relief, Hastings shall
not, as a result of the time involved in obtaining the relief, be deprived of
the benefit of the full period of any such covenant. Accordingly, the covenant
of Executive contained in this Section 11 shall be deemed to have duration as
specified above, which period shall continue until the later of (i) the last
day of the eighteen (18) month period described above, or (ii) the date
specified in a final judgment of a court of competent jurisdiction enforcing
the covenants of Executive in this Section 11.
12. Inducement of Other Employees. For an eighteen (18) month period
following termination of employment, Executive will not directly or indirectly
solicit, induce or encourage any employee or agent of Hastings to terminate his
relationship with Hastings.
13. Return of Hastings' Property. All notes, reports, sketches, plans,
published memoranda or other documents created, developed, generated or held by
Executive during employment concerning or related to Hastings' business, and
whether containing or relating to Confidential Information or not, are the
property of Hastings and will be promptly delivered to Hastings upon
termination of Executive's employment for any reason whatsoever. During the
course of employment, Executive shall not remove any of the above property
containing Confidential Information, or reproductions or copies thereof, or any
apparatus from Hastings' premises without authorization.
14. Remedies. Executive acknowledges that the restraints and
agreements herein provided are fair and reasonable, that enforcement of the
provisions of Sections 10, 11, 12 and 13 will not cause him undue hardship and
that said provisions are reasonably necessary and commensurate with the need to
protect Hastings and its legitimate and proprietary business interests and
property from irreparable harm.
Executive acknowledges that failure to comply with the terms of this
Agreement will cause irreparable damage to Hastings. Therefore, Executive
agrees that, in addition to any other remedies at law or in equity available to
Hastings for Executive's breach or threatened breach of this Agreement,
Hastings is entitled to specific performance or injunctive relief, without
bond, against Executive to prevent such damage or breach, and the existence of
any claim or cause of action Executive may have against Hastings will not
constitute a defense thereto. Executive further agrees to pay reasonable
attorney fees and costs of litigation
10
11
incurred by Hastings in any proceeding relating to the enforcement of the
Agreement or to any alleged breach thereof in which Hastings shall prevail in
whole or in part.
In the event of a breach or a violation by Executive of any of the
covenants and provisions of this Agreement, the running of the Non-Compete
Period (but not of Executive's obligation thereunder), shall be tolled during
the period of the continuance of any actual breach or violation.
15. Entire Understanding. This Agreement constitutes the entire
understanding between the parties relating to Executive's employment hereunder
and supersedes and cancels all prior written and oral understandings and
agreements with respect to such matters.
16. No Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or
to execution, attachment, levy, or similar process or assignment by operation
of law, and any attempt, voluntary or involuntary, to affect any such action
shall be null, void, and of no effect.
17. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, Executive's executors, administrators, legal
representatives, heirs, successors, and assigns and the successors and assigns
of Hastings. Hastings shall require any successor or assignee, whether direct
or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of Hastings, expressly and
unconditionally to assume and agree to perform Hastings' obligations under this
Agreement, in the same manner and to the same extent that Hastings would be
required to perform if no such succession or assignment had taken place.
18. Partial Invalidity. The various provisions of this Agreement are
intended to be severable and to constitute independent and distinct binding
obligations. Should any provision of this Agreement be determined to be void
and unenforceable, in whole or in part, it shall not be deemed to affect or
impair the validity of any other provision or part thereof, and such provision
or part thereof shall be deemed modified to the extent required to permit
enforcement. Without limiting the generality of the foregoing, if the scope of
any provision contained in this Agreement is too broad to permit enforcement to
its full extent, but may be made enforceable by limitations thereon, such
provision shall be enforced to the maximum extent permitted by law, and
Executive hereby agrees that such scope may be judicially modified accordingly.
19. Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by Hastings and Executive to express their
mutual intent and no rule of strict construction shall be applied against any
person.
20. Waiver. The waiver of any party hereto of a breach of any
provision of this Agreement by any other party shall not operate or be
construed as a waiver of any subsequent breach.
11
12
21. Notices. Any notice or other communication required or permitted
to be given hereunder shall be determined to have been duly given to any party
(a) upon delivery to the address of such party specified below if delivered
personally or by courier; (b) upon dispatch if transmitted by telecopy or other
means of facsimile, provided a copy thereof is also sent by regular mail or
courier; or (c) within forty-eight (48) hours after deposit thereof in the U.S.
mail, postage prepaid, for delivery as certified mail, return receipt
requested, addressed, in any case to the party at the following address(es) or
telecopy numbers:
12
13
If to Executive:
___________________________
c/o Hastings Entertainment, Inc.
P.O. Box 35350
Amarillo, TX 79120
Facsimile: (806) 351-2299
If to Hastings:
Hastings Entertainment, Inc.
P.O. Box 35350
Amarillo, TX 79120
Facsimile: (806) 351-2299
Attention: Corporate Secretary
or to such other address(es) or telecopy number(s) as any party may designate
by written notice in the aforesaid manner.
22. Governing Law. This Agreement shall be governed by, and
interpreted, construed and enforced in accordance with, the laws of the State
of Texas.
23. Gender. Wherever from the context it appears appropriate, each
term stated in either the singular of plural shall include the singular and the
plural, and the pronouns stated in either the masculine, the feminine or the
neuter gender shall include the masculine, feminine or neuter.
24. Headings. The headings of the Sections of this Agreement are for
reference purposes only and do not define or limit, and shall not be used to
interpret or construe the contents of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date above set forth.
HASTINGS ENTERTAINMENT, INC.
By:
-----------------------------
Name and Title
--------------------------------
[Executive]
13