MAURICE M. TAYLOR, JR. EMPLOYMENT AGREEMENT


    
      

    

     

    EXHIBIT 10.1

     

    

      EMPLOYMENT
        AGREEMENT

      


      EMPLOYMENT
        AGREEMENT,
        dated
        as of April 28, 2006, between Titan International, Inc., a Illinois corporation
        (“Titan and/or Company”), and Maurice M. Taylor, Jr. (“Executive”) (hereinafter,
        as amended or modified and in effect called “Agreement”). The effective date of
        this Agreement (the “Effective Date”) shall be April 28, 2006.

      


      INTENDING
        TO BE LEGALLY BOUND HEREBY, the parties agree as follows:

      


      1. Position. Titan
        agrees to employ Executive and Executive agrees to accept employment as CEO
        and
        Chairman of Titan pursuant to the terms of this Agreement. Executive will
        perform such services in the capacity of CEO and Chairman as may be assigned
        to
        him by the By-laws and, from time to time by the Board of Directors of Titan
        during the Employment Term and, if applicable, during the Extended Employment
        Term, (as such terms are defined in Section 2). Executive also will serve
        as a
        Director of Titan during the Employment Term, and if applicable, during the
        Extended Employment Term. Executive will devote such of his business skill,
        time
        and effort to his employment hereunder as shall be reasonably necessary to
        discharge his obligations hereunder.

      


      2. Employment
        Term. Executive’s
        term of employment by Titan under this Agreement will begin on the Effective
        Date and will terminate on the date four years after the Effective Date (the
        “Employment Term”), unless terminated earlier as provided in Sections 6 and 7
        hereof.

      


      Subject
        to the provisions of Sections 6 and 7 of this Agreement, this Agreement shall
        automatically and without requirement for action by either party be extended
        for
        an additional one year period, and similarly shall be automatically extended
        by
        successive one-year periods from year to year thereafter (collectively, such
        one-year renewal periods are hereinafter referred to as the “Extended Employment
        Term”), unless notice of nonrenewal is given in accordance with the provisions
        of the following three sentences. If either party desires not to continue
        the
        employment of Executive under this Agreement beyond the Employment Term,
        or, if
        applicable, beyond the Extended Employment Term (the last day of the Employment
        Term, or the last day of the Extended Employment Term, if applicable, is
        hereinafter referred to as the “Termination Date”), that party shall at least
        twelve (12) months but not more than sixteen (16) months prior to the
        Termination Date give written notice to such effect to the other party. Unless
        the notice of nonrenewal is thereafter revoked prior to the Termination Date
        by
        the party giving notice, and the party receiving notice of such nonrenewal
        consents in writing to the revocation thereof, the employment of Executive
        under
        this Agreement shall terminate effective on the Termination Date. Any notice
        of
        nonrenewal, revocation of nonrenewal or consent to revocation of nonrenewal
        given by Titan shall be authorized by its Board of Directors as then constituted
        by majority vote.


      
        
          
          

        

        
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      3. Direct
        Compensation. For
        his
        service hereunder during the Employment Term and, if applicable, during the
        Extended Employment Term, Executive will receive a base salary payable at
        an
        annual rate of $ 750,000.00 (the “Base Salary”), to be paid in accordance with
        the normal practices for remunerating Titan executive management. Nothing
        in
        this Agreement will be deemed to prohibit an increase at any time in the
        Base
        Salary if Titan’s Board of Directors approves. (The Base Salary, if so adjusted,
        is herein called the “Adjusted Base Salary”). In addition to salary, each
        calendar year, the Executive shall be entitled to receive a minimum bonus
        of one
        hundred percent (100%) up to a maximum of one hundred and fifty percent (150%)
        of his salary based on performance with specified criteria. The Board of
        Directors will establish the bonus and performance standards at the beginning
        of
        each year. The Executive shall receive stock options of up to a minimum of
        two
        hundred percent (200%) of his base salary and in shares of the Company stock
        under the Company Stock Incentive Plan that shall vest and become exercisable
        as
        prescribed by the Plan. The Executive shall be entitled to a special performance
        cash award if at the end of four years, the stock price has increased above
        $19.05 per share, the difference above $19.05 per share, if any, shall be
        multiplied by 1,000,000 and paid to the Executive as he instructs or equally
        over the next four years. The Executive during the Employment term shall
        be
        entitled to six weeks of vacation plus Titan designated holidays in each
        year
        and shall, during such periods, be entitled to remuneration as hereinbefore
        provided and car allowance.

      


      4. Standard
        Executive Benefits. In
        addition to the benefits described in Sections 4, 6 and 7, Executive and,
        as
        applicable, Executive’s family, shall be entitled to participate during the
        Employment Term, and if applicable, during the Extended Employment Term in
        all
        of Titan’s then prevailing Executive benefit plans and programs which are
        generally available to Titan executive management, including without limitation,
        any group life, hospitalization, surgical, major medical and accidental death
        and dismemberment insurance plans and/or benefits, dental, 401k and any pension
        or other capital accumulation plans (collectively, the “Standard Executive
        Benefits”).

      


      5. Life
        Insurance.
        During
        the Employment Term, and, if applicable, during the Extended Employment Term,
        Titan shall also have the right, from time to time, at its election, to insure
        the life of Executive for the sole benefit of Titan. In such event, the amount
        of insurance and type of policy shall be determined by Titan and all premiums
        incurred thereon shall be the obligation of Titan. Executive shall have no
        interest in any such policy, but shall cooperate with Titan in obtaining
        such
        insurance by submitting to physical examination, by supplying all information
        reasonably required by the insurance company, and by executing all necessary
        documents, provided that no financial obligation is imposed on Executive
        by such
        requirement.

      


      6. Death
        or Disability. In
        the
        event of Executive’s death or disability (as hereinafter defined) during the
        Employment Term, or, if applicable, during the Extended Employment Term,
        Titan
        shall pay Executive, his designated beneficiary or estate, in addition to
        all
        payments due under Section 4, 6 and 7, the Supplemental Death or Disability
        Benefits, as the case may be, as described below.


      
        
          
          

        

        
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      6.1 Supplemental
        Death Benefit. In
        the
        event of Executive’s death during the Employment Term, or if applicable, during
        the Extended Employment Term, Titan shall pay Executive’s estate a lump sum
        equal to all earned yet unpaid Base Salary or Adjusted Base Salary, if any,
        in
        effect as at such date of death plus the full amount of such Base Salary
        or
        Adjusted Base Salary for a period ending six (6) months following the month
        during which the date of such death occurred (even if such six month period
        extends beyond the Termination Date), and thereafter during the remainder
        of the
        Employment Term, or, if applicable, the Extended Employment Term, fifty percent
        (50%) of Executive’s Base Salary. In addition, Titan shall continue to provide
        Executive’s family with the Standard Executive Benefits from the date of
        Executive’s death until the later of (1) the expiration of the Employment Term
        or, if applicable, the Extended Employment Term or (2) six months.

      


      6.2 Supplemental
        Disability Benefits.
        In the
        event of Disability of Executive (as hereinafter defined), the majority of
        Titan’s Board of Directors as then constituted, at its election and upon 30 days
        written notice to Executive, may terminate the employment of Executive under
        this Agreement effective as of the last day of the month within which the
        end of
        such 30-day period occurs (the “Disability Termination Date”). For purposes of
        this Agreement the term “Disability” shall mean the inability of Executive to
        engage in his regular occupation as a senior executive officer of a corporation
        generally comparable to Titan at a level of compensation commensurate with
        his
        education, training and experience for a substantially continue period which
        has
        extended or will foreseeable extend beyond six months in duration as a result
        of
        sickness, bodily injury, or mental or emotional disease or disorder of any
        type,
        excluding attempted suicide or intentionally self-inflicted injury. Upon
        termination of the employment of Executive by reason of Disability, the
        liabilities of Titan will be as follows:

      


      (a)  During
        the periods referred to in (i) and (ii) below, Titan shall continue to provide
        the Executive with the following direct compensation: (i) commencing with
        the
        first day of the month next succeeding the Disability Termination Date, a
        lump
        sum equal to all earned yet unpaid Base Salary or Adjusted Base Salary, if
        any,
        in effect as of such Disability Termination Date plus a monthly amount which
        shall be equal to one-twelfth of Executive’s Base Salary or Adjusted Base
        Salary, in effect as at such Disability Termination Date, for a period of
        24
        months following such Disability Termination Date (the “Disability Benefit
        Continuation Period”); and (ii) for the period, if any, of Disability that
        extends beyond the Disability Benefit Continuation Period referred to in
        (i)
        above, and until the date the Executive attains age 60 or, if sooner, his
        death,
        a monthly amount which shall be equal to one-twelfth of fifty percent (50%)
        of
        Executive’s Base Salary; provided, however, that the monthly amounts payable
        under (i) and (ii) above shall be reduced by an amount equal to the sum of
        the
        amount of monthly benefits then actually received by Executive pursuant to
        (A)
        any long-term disability insurance plan then generally provided to executive
        management by Titan,
        and
        (B)
        any supplemental disability insurance program then provided to Executive
        by
        Titan.

      


      (b) During
        the Disability Benefit Continuation Period, Titan shall continue to provide
        Executive with full participation in the benefits described in Sections 4,
        6.1.
        and 6.2. 


      
        
          
          

        

        
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      If
        there
        should be any dispute between the parties as to Executive’s incapacity or
        physical or mental disability at any time, such dispute shall be determined
        by
        the written opinion of an impartial reputable physician agreed upon for this
        purpose by the parties or their representatives or, failing agreement by
        the
        parties within twenty (20) business days of the request by either party to
        the
        other, by a panel of three impartial reputable physicians to be selected
        within
        twenty (20) business day of request by either party to the other, one by
        Executive and one by Titan, respectively, and one by the two physicians so
        selected. If the physician selected by Titan and Executive should fail to
        select
        the third physician within ten (10) business days of their appointment, or
        if
        either Titan or Executive should fail to select a physician, the remaining
        member(s) of the panel shall be appointed by Director of Mayo Clinic of
        Rochester, MN. The opinion of the majority of the panel as to the matter
        in
        dispute shall be final and binding on the parties. Executive shall submit
        to
        such examination(s) as may be necessary for the purposes herein.

      


      7. Termination. Executive’s
        employment under this Agreement may be terminated by Titan upon the occurrence
        of any of the following events:

      


      7.1 Termination
        for Cause. Titan’s
        Board of Directors as then constituted may by a majority vote at any time
        terminate Executive’s employment for cause. For this purpose, “Termination for
        Cause” shall mean (i) termination of the Executive’s employment for willful or
        gross neglect of duties hereunder, or willful or gross misconduct in the
        performance of such duties, so as to cause material harm to Titan and its
        subsidiaries considered as a whole, determined in good faith by its Board
        of
        Directors, (ii) termination following a judicial determination that Executive
        has committed fraud, misappropriation or embezzlement against Titan or (iii)
        termination due to Executive’s having committed any felony for which he is
        convicted and which, as determined in good faith by the Board of Directors,
        and
        results in material harm to Titan and its subsidiaries considered as a whole.
        Upon the occurrence of a Termination for Cause, Titan’s obligations under this
        Agreement shall terminate, except that in the event of Termination for Cause
        pursuant to clause (i) of the first sentence of this Section 7.1, Titan shall
        remain obligated to pay Executive fifty percent (50%) of his Base Salary
        and to
        continue for Executive and/or his family the full benefits described in Section
        4 during the Employment Term.

      


      7.2 Termination
        Without Cause. Titan’s
        Board of Directors, as then constituted may, at any time terminate Executive’s
        employment by majority vote and thereupon, unless such termination shall
        be
        pursuant to Section 6 or 7.1, such termination shall, in all cases, constitute
        “Termination Without Cause” with effect from the date of action by Titan’s Board
        of Directors. Any demotion from the position of CEO set forth in Section
        1, any
        material reduction in the authorities inherent to such position, or any
        non-election as a Director of Titan, in each instance unless made with
        Executive’s prior written consent, or upon a termination pursuant to Sections 6
        or 7.1, or any non-payment or reduction in the Base Salary or Adjusted Base
        Salary then in effect or any other breach by Titan of this Agreement shall
        be
        deemed to constitute Termination Without Cause. In the event of Executive’s
        Termination Without Cause, Titan shall remain obligated to pay Executive
        100% of
        his Base Salary or Adjusted Base Salary then in 


      
        
          
          

        

        
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      effect
        for three (3) years from the effective date of the Termination Without Cause,
        but in no event beyond the Employment Term or, if applicable, the Extended
        Employment Term, and 50% of his Base Salary or Adjusted Base Salary then
        in
        effect for the balance of the Employment Term remaining beyond the three
        year
        period, if any, plus all benefits described in Sections 4, 6 and 7 during
        the
        Employment Term.

      


      7.3 Termination
        for Change of Control by Executive. The
        executive shall have sufficient reason to terminate this agreement if: (i)
        there
        is a change of control of the company (as defined below); (ii) there is a
        failure by the company to comply with any material provision of this agreement
        and such failure has continued for a period of ten days after notice of such
        failure has been given by the executive to the company; or (iii) there is
        a
        purported termination of the executive’s employment which is not effected
        pursuant to the provisions of this agreement relating to termination of the
        executive’s employment by the company;

      


      For
        the
        purposes of this agreement, a “change of control of the company”
means

      
        	 	 	
                (i)

              	
                any
                  Person (meaning individual, corporation, general partnership, limited
                  partnership, syndicate or other group of persons) or two or more
                  Persons
                  acting in concert shall have acquired after the date hereof beneficial
                  ownership (within the meaning of Rule13d-3 of the Securities and
                  Exchange
                  Commission under the Securities Exchange Act of 1934), directly
                  or
                  indirectly of securities of the Company (or other securities convertible
                  into such securities) representing 20% or more of the combined
                  voting
                  power of securities of the company entitled to vote in the election
                  of
                  directors; or 

              


      

      
        	 	 	
                (ii)

              	
                any
                  Person or two or more Persons acting in concert shall have acquired
                  after
                  the date hereof by contract or otherwise, or shall have entered
                  into a
                  contract or otherwise, or shall have entered into a contract or
                  arrangement that, upon consummation, will result in its or their
                  acquisition of control over securities of the company (or other
                  securities
                  convertible into such securities) representing 20% or more of the
                  combined
                  voting power of all securities of the company entitled to vote
                  in the
                  election of directors; or

              


      

      
        	 	
                (iii)

              	
                consummation
                  of any merger or consolidation with respect to which the Company
                  or any
                  Parent is a constituent corporation (other than a transaction for
                  the
                  purpose of changing the Company’s corporate domicile) any liquidation or
                  dissolution of the Company or any sale of substantially all of
                  the assets
                  of Company to another corporation; 

              


      

      


      (a) If
        the
        Executive terminates this agreement because of a change of control of the
        company, Titan simultaneously and concurrently with the change of control,
        Titan
        and/or successor shall pay Executive 100% of his Base Salary or Adjusted
        Base
        Salary for the remaining Employment term; 


      
        
          
          

        

        
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      (b) If
        the
        Executive terminates this agreement because of a change of control of the
        company, Titan agrees to provide fully vested supplemental retirement benefits
        (“Supplemental Retirement Benefit Payments”) to Executive pursuant to the
        following terms: (i) commencing on the first day of the calendar month which
        next succeeds or coincides with Executive’s having attained 60 and on the first
        of each calendar month thereafter for and during his natural life, Titan
        and/or
        successor shall pay to Executive the sum of $37,500.00 (the “Normal Supplemental
        Retirement Benefit Payments”); (ii) alternatively, and in lieu of the Normal
        Supplemental Retirement Benefits Payments, Executive, at any time after
        attaining the age of 55, shall be entitled, at his election, to receive an
        early
        supplemental retirement benefit, payable monthly, commencing on the first
        day of
        the month following such election and on the first day of each month thereafter
        during his lifetime, equal to the actuarial equivalent of the Normal
        Supplemental Retirement Benefit Payments as determined at the time of such
        election (the “Early Supplemental Retirement Benefits Payment”); (iii) if
        Executive is married on the date of his benefit payment commence hereunder,
        he
        may elect by notice to Titan and as an alternative to either the Normal
        Supplemental Retirement Benefit Payments or Early Supplemental Retirement
        Benefit Payments, a reduced pension benefit at age 60 or at such earlier
        date
        after obtaining the age of 55 in the form of a standard joint and survivor
        annuity based on the life expectancies of Executive and his spouse to be
        paid to
        Executive and his spouse during their natural lifetimes; and (iv) at Titan’s
        election, the Supplemental Retirement Benefits Payments, as elected by Executive
        pursuant to (i) through (iii) above, may be made at any time in the form
        of a
        single life annuity of which Executive is the annuitant and owner. At the
        time
        of termination because of a change of control, Titan shall fund the amount
        of
        money determined by the actuaries necessary to purchase a single life annuity
        of
        which the Executive shall be the annuitant and owner;

      


      (c) If
        the
        Executive terminates this agreement because of a change of control of the
        company, Titan agrees to provide for and during their natural lifetimes
        Executive and his spouse and dependents which live in the household shall
        receive, at no cost and expense to them, fully vested group medical (including
        hospitalization, surgical, and major medical) and dental insurance benefits
        provided or furnished or made available under Titan’s Plan (at Executive, or in
        the event of Executive death, at Executive’s spouse’s election with respect to
        which plan) then prevailing Executive benefit plans to the then employed
        highest
        level executive officers’ of either of them from time to time. Titan shall pay
        the full premiums for all such benefits furnished through group insurance
        plans
        as well as all other charges and expenses for providing such benefits;


      


      (d) In
        the
        event of a change of control of the Company, all outstanding stock options
        and
        the Employer match under Titan’s 401k Plan for the Executive shall vest 100%
        immediately;

      


      (e) In
        the
        event of a change of control of the Company, at the time of the change of
        control the Executive shall be entitled to his special performance cash award,
        the stock price has increased above $19.05 per share, the difference above
        $19.05, if any, shall be multiplied by 1,000,000 and paid to the Executive
        as he
        instructs; and


      
        
          
          

        

        
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      (f) In
        the
        event of a change of control of the Company, Titan shall provide, as a condition
        of such sale, that the acquiring Person shall assume this Agreement and become
        obligated to perform all of the terms and conditions hereof.

      


      8. Successors
        and Assigns This
        Agreement shall be binding upon any successor or assigns of Titan and a
        successor or assigns shall be any surviving corporation under which it might
        be
        merged or consolidated or the purchaser of substantially all of the assets
        of
        Titan.

      


      9. Termination. This
        Agreement shall terminate upon the death of both Executive and
        his
        spouse or earlier if mutually agreed upon by the Executive and
        Titan.

      


      10. Expenses. Titan
        will pay or reimburse Executive for any expenses reasonably incurred by him
        in
        furtherance of his duties hereunder, including, without limitation expenses
        for
        entertainment, travel (including automobile operating expenses), meals, hotel
        accommodations and other ordinary and necessary activities incurred on behalf
        of
        the company, subject to reasonable documentation of such expenses by
        Executive.

      


      11. Supplemental
        Retirement Benefits. Titan
        agrees to provide fully vested supplemental retirement benefits (“Supplemental
        Retirement Benefit Payments”) to Executive pursuant to the following terms: (i)
        commencing on the first day of the calendar month which next succeeds or
        coincides with Executive’s having attained 60 and on the first of each calendar
        month thereafter for and during his natural life, Titan and/or successor
        shall
        pay to Executive the sum of $37,500.00 (the “Normal Supplemental Retirement
        Benefit Payments”); (ii) alternatively, and in lieu of the Normal Supplemental
        Retirement Benefits Payments, Executive, at any time after attaining the
        age of
        55, shall be entitled, at his election, to receive an early supplemental
        retirement benefit, payable monthly, commencing on the first day of the month
        following such election and on the first day of each month thereafter during
        his
        lifetime, equal to the actuarial equivalent of the Normal Supplemental
        Retirement Benefit Payments as determined at the time of such election (the
        “Early Supplemental Retirement Benefits Payment”); (iii) if Executive is married
        on the date of his benefit payment commence hereunder, he may elect by notice
        to
        Titan and as an alternative to either the Normal Supplemental Retirement
        Benefit
        Payments or Early Supplemental Retirement Benefit Payments, a reduced pension
        benefit at age 60 or at such earlier date after obtaining the age of 55 in
        the
        form of a standard joint and survivor annuity based on the life expectancies
        of
        Executive and his spouse to be paid to Executive and his spouse during their
        natural lifetimes; and (iv) at Titan’s election, the Supplemental Retirement
        Benefits Payments, as elected by Executive pursuant to (i) through (iii)
        above,
        may be made at any time in the form of a single life annuity of which Executive
        is the annuitant and owner. At the time of retirement, Titan shall have funded
        the amount of money determined by the actuaries necessary over the four years
        of
        this Agreement. The Executive at the time of retirement can elect to have
        Titan
        purchase, with the funded monies, a single life annuity of which the Executive
        is the annuitant and owner.

      



      
        
          
          

        

        
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      12. Retirement
        Medical Benefits. 
         Titan
        agrees to provide for and during their natural lifetimes Executive and his
        spouse and dependents which live in the household shall receive, at no cost
        and
        expense to them, fully vested group medical (including hospitalization,
        surgical, and major medical) and dental insurance benefits provided or furnished
        or made available under Titan’s Plan (at Executive, or in the event of Executive
        death, at Executive’s spouse’s election with respect to which plan) then
        prevailing Executive benefit plans to the then employed highest level executive
        officers’ of either of them from time to time. Titan shall pay the full premiums
        for all such benefits furnished through group insurance plans as well as
        all
        other charges and expenses for providing such benefits.

      


      13. Stock
        Options. 
         In
        the
        event of retirement by the executive, all outstanding stock options and the
        Employer match under Titan’s 401k Plan for the Executive shall vest 100%
        immediately.

      


      14. Inventions
        and Improvements. Any
        invention or development of any kind related to Titan’s business
        made or conceived by Executive (solely, jointly or in conjunction with anyone
        else) while he is employed by Titan pursuant to this Agreement shall be promptly
        disclosed by Executive to Titan and shall be the sole property of Titan.
        Executive shall execute an assignment to Titan, or to another designated
        by it,
        of his entire claim to and interest in each such invention or development.
        Executive undertakes to sign all lawful papers and, at Titan’s expense, to
        assist it in every lawful way to obtain and sustain patents or copyrights
        for
        its benefit in any such inventions or developments when requested by Titan.
        Executive shall not be entitled to compensation beyond his Base Salary or
        Adjusted Base Salary for the performance of any such acts.

      


      15. Confidential
        Information. Executive
        acknowledges that by reason of his employment with Titan he has and will
        hereafter, from time to time during his Employment Term, and, if applicable,
        during the Extended Employment Term, become exposed to and/or become
        knowledgeable about proposals, plans, inventions, practices, systems, programs,
        formulas, customer lists, and other forms of business information which are
        not
        known to Titan’s competitors and which are not recognized as being encompassed
        within standard business management practices and which are kept secret and
        confidential by Executive (the “Confidential Information”). Executive therefore
        agrees that at no time during or after the period of his employment by Titan
        will he disclose or use the Confidential Information except as may be required
        in the prudent course of business for the benefit of Titan, provided, that
        no
        payment required to be made by Titan under the terms of this Agreement including
        the Exhibits hereto after termination of the employment of Executive shall
        be
        subject to any right of set-off, counterclaim, defense, abatement, suspension,
        deferment or reduction by reason of any claim against Executive based upon
        breach of the covenant in this Section 15 other than execution of an unsatisfied
        final judgment rendered by a court of competent jurisdiction.


      
        
          
          

        

        
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      16. Competition. Executive
        hereby agrees that until the termination of his employment under this Agreement,
        and for a period of three (3) years thereafter, he will not, unless authorized
        in writing to do so by Titan, directly or indirectly own, manage, operate,
        join,
        control or participate in the ownership, management, operation or control
        of, or
        be employed or otherwise connected in any substantial manner with any business
        which directly competes to a material extent with line of business of Titan
        or
        its subsidiaries that is material to the businesses, financial condition
        or
        prospects of Titan and its subsidiaries considered as a whole; provided that
        nothing in this paragraph shall prohibit Executive from acquiring up to 5%
        of
        any class of outstanding equity securities of any corporation whose equity
        securities are regularly traded on a national securities exchange or in the
        “over-the-counter market”.

      


      17. Relocation. Executive
        shall not be required to relocate his residence during the Employment Term
        or,
        if applicable, during the Extended Employment Term, without his consent.
        If the
        Board of Directors of Titan approves or requires relocation of its Executive
        from Grosse Pointe Farms, Michigan and if such relocation reasonably would
        require Executive to move and thereby sell his present residence and purchase
        a
        different one and if Executive consents to relocate his residence to such
        new
        location, then Titan shall pay all reasonably requested moving and relocation
        expenses including but not limited to real estate commissions, legal fees
        and
        costs, appraisals, title insurance, surveys and inspections directly related
        to
        such sale and closing and financing costs directly related to the purchase
        or
        construction of a new residence. In addition, Titan will indemnify Executive
        for
        any net loss (measured by the difference between (a) the average of two current
        appraisals by recognized appraisers mutually agreed upon by the parties,
        and (b)
        the actual selling price of the residence) arising from the sale of his
        residence (caused by such required relocation): provided, however, that Titan
        shall alternatively have a right of first refusal to acquire the residence
        at
        the average appraisal price giving rise to such loss. Notwithstanding the
        foregoing, Executive shall have the right to relocate his residence and perform
        his services hereunder at a location other than Titan’s corporate executive
        headquarters in Quincy, Illinois, or the successor location thereto, so long
        as
        such relocation and performance of services does not prevent the fulfillment
        of
        his duties and obligations hereunder. The Executive shall have the right
        to have
        a bedroom assigned to him exclusively at the Titan House at all
        times.

      


      18. Arbitration. Any
        controversy or claim arising out of or relating to this Agreement, or any
        breach
        thereof, shall be settled by arbitration in accordance with the rules of
        the
        American Arbitration Association and judgment upon such award rendered by
        the
        arbitrator(s) may be entered in any court having jurisdiction thereof. The
        arbitration shall be held in Illinois unless another location shall be mutually
        agreed to by the parties at the time of the arbitration. In any dispute between
        the parties as to which Executive is sustained on the claim(s) by or against
        him, Titan shall pay all legal fees incurred by Executive in connection with
        the
        dispute over such claim(s). If more than one is involved in any dispute and
        if
        Executive is sustained as to one or more of such claims but not as to all
        of
        such claims, there shall be a reasonable allocation of applicable legal
        expenses. Titan will reimburse Executive for those legal expenses determined
        by
        the arbitrator(s) or by the consent of the parties to be allocable to the
        claim
        or claims as to which Executive is upheld.


      
        
          
          

        

        
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      19. Binding
        Effect: Amendments. The
        Executive’s undertakings hereunder will be binding regardless of (i) the
        duration of his employment with Titan; or (ii) the reasons for or manner
        of
        termination of his employment. This Agreement will bind and inure to the
        benefit
        of the heirs, personal representatives, successors and assigns of the parties,
        will supersede any prior understanding between the parties relating to the
        same
        subject matter and may be modified and amended only in writing signed by
        the
        parties hereto.

      


      20. Notices. All
        notices hereunder shall be given in writing by personal delivery or by
        registered mail addressed to Titan at is principal place of business and
        to
        Executive at his residence address as then listed in Titan’s
        records.

       

      21. Governing
        Law. This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Illinois and jurisdiction of the State of Illinois.

       

      22. Survival. Termination
        of the Executive’s employment whether voluntary or involuntary, whether with or
        without cause, shall not relieve the Company and/or its successor from their
        obligations hereunder. All of Sections 6, 7, 11, 12, 13, 15 and 16 shall
        survive
        the termination of this agreement and shall not relieve the Company and/or
        successor from their obligations under these Sections.

      


      23. Miscellaneous. (a)
        the
        failure of a party to insist on any occasion upon strict adherence to any
        term
        of this Agreement shall not be considered to be a waiver or deprive that
        party
        of the right thereafter to insist upon strict adherence to that term or any
        other term of this Agreement. Any waiver must be in writing signed by the
        party
        waiving any right; (b) the underlined captions in this Agreement at the
        beginning of Sections are for reference only and shall not be deemed to define
        or limit the provisions hereof or to affect their construction and application;
        (c) the parties agree that this Agreement may be executed in any number of
        counterparts, and in the event, each counterpart shall be deemed a complete
        original and be enforceable without reference to any other counterpart and
        (d)
        the invalidity or unenforceability of any one or more sections or provisions
        hereof shall not affect the validity or enforceability of any one or more
        of the
        other sections or provisions hereof.

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