employmentagrmt_robertla






  1  EXECUTIVE EMPLOYMENT AGREEMENT     THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made this __  day of September, 2022, by and between TITAN MACHINERY INC., a Delaware corporation  (the “Company”) and Robert Larsen (“you”).     NOW, THEREFORE, the parties agree as follows:     1. Employment.  The Company agrees to employ you and you agree to be employed as the  Chief Financial Officer (“CFO”) consistent with the terms and conditions set forth in this  Agreement.    2. Term.  Unless terminated by either party as provided in this Agreement, the term of your  employment as CFO of the Company under this Agreement shall be for a rolling period (the  “Term”) as follows:  the initial term shall commence on December 1, 2022 (“Effective Date”) and  end on January 31, 2026, which end date shall be automatically extended by one year on each  February 1st  starting in 2024.  Thus, for example, on February 1, 2024, the end date shall be  extended to January 31, 2027, and on February 1, 2025, the end date shall be extended to January  31, 2028.  Such automatic extensions shall continue unless either party provides the other with  written notice terminating the automatic extensions prior to August 1 of any year.  Your  employment with the Company may commence sooner than the Effective Date of your  appointment as CFO, as agreed upon by the parties.     3. Responsibilities.  During your employment with the Company as CFO, you will report to  the Chief Executive Officer of the Company (the “CEO”) and will be responsible for the overall  operations and direction and financial matters of the Company. You agree to serve the Company  faithfully and to the best of your ability, and to devote your full working time, attention and efforts  to the business of the Company. You further agree to make yourself available as needed, in a timely  manner, to address business issues that may arise.  You may, to a reasonable extent, participate in  charitable activities, personal investment activities and outside businesses that are not competitive  with the business of the Company and serve on boards of directors, so long as such activities and  directorships do not interfere with the performance of your duties and responsibilities to the  Company; provided, that you shall report on all such activities and directorships to the CEO at  least annually.    4. Representations.  By signing this Agreement, you represent and confirm that you are under  no contractual or legal commitments that would prevent you from fulfilling your duties and  responsibilities to the Company as CFO.    5. Base Salary.  As of the Effective Date, your base salary will be $400,000.  Your base salary  will be reviewed annually, and may be adjusted upward from time to time, as recommended by  the CEO and approved by the Compensation Committee of the Board (the “Committee”), but will  not be reduced during the Term without your consent.      6. Incentive Bonus.  For each full fiscal year of the Company that you are employed during  the Term, you will be eligible for an incentive award opportunity payable from 0% to 150% of  your base salary at the rate in effect at the end of such fiscal year, pursuant to the terms and  conditions recommended by the CEO and approved by the Committee, based upon a target equal  to 75% of your annual base salary at the rate in effect at such time. Objectives will be established  by the Committee for each fiscal year.  For fiscal 2023, you will be eligible to receive a pro rata  





 






2    performance bonus for the partial year worked based on the actual number of days as an employee  during this fiscal year.  Any annual incentive bonus earned for a fiscal year will be paid to you  within two and one-half (21⁄2) months after the end of such fiscal year.    7. Long-Term Equity Incentive.  On June 1 of each year that this Agreement is in effect, or  such other date as determined by the Committee, you may be entitled to receive a restricted stock  award.  The number of shares under each award shall be determined by dividing your annual base  salary in effect on the date of grant by the closing sale price of the Company’s stock on the date  of grant.  Each award shall be granted in accordance with the terms of the Company’s Equity Grant  Policy, and will be subject to such terms (including, without limitation, vesting, risk of forfeiture,  or similar terms) as shall be recommended by the CEO and approved by the Committee.    8. Benefits.  During your employment with the Company, you will be eligible to participate  in the employee benefit plans and programs generally available to other executive officers of the  Company, and in such other employee benefit plans and programs to the extent that you meet the  eligibility requirements for each individual plan or program and subject to the provisions, rules  and regulations applicable to each such plan or program as in effect from time to time. The plans  and programs of the Company may be modified or terminated by the Company in its discretion.    9. Paid Time Off.  During your employment with the Company, you will receive paid time  off (“PTO”) in accordance with the policies and practices of the Company.  PTO shall be taken at  such times so as not to unduly disrupt the operations of the Company.  While away from the office,  you agree that business issues may arise that require your attention, whether remotely or in person.    10. Sign-On Equity Grant and Reimbursements.  a. Sign-On Equity Grant. As of the Effective Date, the Company will grant you a  one-time restricted stock award (the “Sign-On Restricted Shares”).  The number  of Sign-On Restricted Shares will be determined by dividing $50,000 by the  closing sale price of the Company’s stock on the Nasdaq Stock Market on the  Effective Date, with vesting in four (4) equal tranches starting April 1, 2023,  and each anniversary thereafter.  The Sign-On Restricted Shares will be subject  to the terms and conditions of the Amended and Restated Titan Machinery Inc.  2014 Equity Incentive Plan and the award agreement evidencing the grant of  the Sign-On Restricted Shares.  b. Tuition Reimbursement.  The Company will reimburse you for any tuition  repayments you are obligated to make to your prior employer.  Subject to  Section 21, any reimbursement, less applicable deductions and withholdings,  will be made to you within 14 days following the Company’s receipt of  substantiating written evidence of your repayment of the tuition amounts to  your prior employer.  If you are terminated by the Company for Cause (other  than on account of your death or disability) or you voluntarily resign from  employment with the Company without Good Reason prior to the first  anniversary of the Effective Date, you will be required to immediately repay  any tuition reimbursement paid to you by the Company.  





 






3    11. Office Location.  Your employment will be based at the Company’s headquarters in West  Fargo, North Dakota.  Regular travel will be required in the course of performing your duties and  responsibilities as CFO.    12. Termination.  You may terminate the employment relationship during the Term with at  least 60 days’ written notice. The Company may terminate the employment relationship during the  Term for Cause at any time with written notice, subject to compliance with the procedures herein,  or without Cause with at least 60 days’ written notice.  Upon termination of your employment by  either party for any reason, you will promptly resign any and all positions you then hold as officer  or director of the Company and any of its affiliates.    13. Severance.      (a) Qualifying Termination.  In case of termination of your employment by the  Company without Cause prior to the expiration of the Term or in the case of voluntary resignation  of your employment for Good Reason prior to the expiration of the Term (each a “Qualifying  Termination”), the Company will pay you as severance pay an amount equal to the sum of (a) your  annual base salary at the rate in effect on your last day of employment plus (b) the average annual  incentive bonus paid to you in the three (3) years preceding the Qualifying Termination.  Subject  to Section 21, the Company will pay the severance amount in twelve (12) equal monthly  installments beginning on the first day of the month coinciding with or immediately following the  expiration of the rescission period under the Release as set forth in Section 13(c).  In addition,  upon a Qualifying Termination the Company will, for a period of 12 months following the effective  date of termination of your employment, allow you to continue to participate in the Company’s  group medical and dental plans on the same basis, and the Company will contribute toward the  monthly premium at the same rate, as of your last day of employment, if you timely elect COBRA  continuation coverage. Benefits provided by the Company may be reduced if you become eligible  for comparable benefits from another employer or third party.     (b) Change in Control Termination.  Notwithstanding any other provision contained  herein, if your employment is terminated within twelve (12) months following a Change in  Control by you for Good Reason or by the Company without Cause (“Change in Control  Termination”), the Company will pay you as severance an amount equal to two times the sum of  (a) your annual base salary at the rate in effect on your last day of employment plus (b) the average  annual incentive bonus paid to you in the three (3) years preceding the Change in Control  Termination.  Subject to Section 21, the Company will pay the severance amount in twenty four  (24) equal monthly installments beginning on the first day of the month coinciding with or  immediately following the expiration of the rescission period under the Release as set forth in  Section 13(c).  In addition, upon a Change in Control Termination the Company will, for a period  of 24 months following the effective date of termination of your employment, allow you to  continue to participate in the Company’s group medical and dental plans on the same basis, and  the Company will contribute toward the monthly premium at the same rate, as of your last day of  employment, if you timely elect COBRA continuation coverage.  Benefits provided by the  Company may be reduced if you become eligible for comparable benefits from another employer  or third party.    (c) Conditions.  Payment by the Company of any severance pay or premium  reimbursements under this paragraph will be conditioned upon you (1) signing and not revoking  a full release of all claims against the Company, its affiliates, officers, directors, employees,  





 






4    agents and assigns, substantially in the form attached to this Agreement as Exhibit A (the  “Release”), within 30 days of the Qualifying Termination or Change in Control Termination;  (2) complying with your obligations under this Agreement, including the noncompetition  covenant herein, or any other agreement continuing between you and the Company then in effect;  (3) cooperating with the Company in the transition of your duties; and (4) agreeing not to  disparage or defame the Company, its affiliates, officers, directors, employees, agents, assigns,  products or services.    (d) Terminations other than Qualifying Terminations and Change in Control  Terminations.  In the event of termination of your employment by the Company for Cause, or  resignation by you other than for Good Reason, the Company’s only obligation hereunder shall  be to pay such compensation and provide such benefits as are earned by you through the date of  termination of employment.    (e) Definitions of Cause, Good Reason and Change in Control. For purposes of this  Agreement, “Cause,” “Good Reason,” and “Change in Control” have the following definitions:    “Cause” shall mean the occurrence of any of the following:   i. Material breach of this Agreement;  ii. Willful refusal to perform your duties without justification, or  willful misconduct or gross negligence in the performance of your  duties under this Agreement;  iii. A material breach by you of the Company’s material policies or  codes of conduct or of your material obligations under any other  agreement between you and the Company;  iv. The willful engagement in dishonesty, fraud, illegal conduct, with  respect to or in the course of the business or affairs of the Company,  which materially and adversely harms the Company;   v. Conviction of, or a plea of nolo contendere to, a felony or other  crime involving moral turpitude; and   vi. Death or permanent disability.  Notwithstanding the foregoing, you shall not be deemed to have been terminated  for Cause under any of (i) – (iv) unless and until there shall have been delivered to  you a copy of a resolution duly adopted by the affirmative vote of not less than a  majority of the entire membership of the Company’s Board of Directors at a  meeting of the Board called and held for this purpose (after reasonable notice to  you and an opportunity for you, together with your counsel, to be heard before the  Board), finding that you have engaged in conduct described in any of (i) – (iv)  above specifying the particulars thereof in detail. Except for a failure, breach or  refusal which, by its nature, cannot reasonably be expected to be cured, you will  have ten (10) business days from the delivery of written notice by the Company  within which to cure any acts constituting Cause.  Permanent disability shall be  determined consistent with the standards of the Company’s long-term disability  plan or, if the Company does not have a plan, with the standards established by the  Social Security Administration.      “Good Reason” means any one or more of the following occurring without your  consent:   





 






5    i. The assignment to you of material duties inconsistent with your status  or position as Chief Financial Officer, or other action that results in a  material change in your status, responsibilities, duties, authority, base  salary, compensation, position, or change in reporting relationship;    ii. The relocation of your principal office for Company business to a  location more than forty (40) miles from the Company’s current  headquarters;   iii. Material breach by the Company of any terms or conditions of this  Agreement; or  iv. The failure of the Company to require a successor to assume the terms  of this Agreement.   A condition will not be considered “Good Reason” unless you give the Company  written notice of the condition within 30 days after the condition first comes into  existence, the Company fails to substantially remedy the condition within 30 days  after receiving your written notice, and you resign within 30 days after the  expiration of the period in which the Company may remedy the condition without  the condition having been substantially remedied.  “Change in Control” shall mean the occurrence of any of the following:  i. One person (or more than one person acting as a group) acquires  ownership of stock of the Company that, together with the stock held by  such person or group, constitutes more than 50% of the total voting  power of the stock of the Company;  ii. A majority of the members of the Board are replaced during any twelve- month period by directors whose appointment or election is not  endorsed by a majority of the Board before the date of appointment or  election; or  iii. The sale of all or substantially all of the Company’s assets.    14. Vesting of Outstanding Stock Options, Restricted Stock, and Performance Based Awards.      (a) Qualifying Termination.  In the event of a Qualifying Termination, and subject to  your compliance with the conditions stated below, the Company agrees that (i) your non-vested  stock options and restricted equity awards that remain subject to vesting based solely on your  continued employment with the Company (“Non-Performance Equity Awards”) will become  immediately vested and exercisable as of the first day following the Release having become  effective; and (ii) your non-vested equity-based compensation awards that remain subject to  vesting based all or in part on the satisfaction one or more performance goals (“Performance  Equity Awards”) shall remain outstanding and shall vest or be forfeited in accordance with the  terms of the applicable award agreements, except that any requirement under the applicable award  agreement to remain employed through one or more dates following the date of your Qualifying  Termination will be deemed satisfied.      (b) Change in Control Termination.  In the event of a Change in Control Termination,  and subject to your compliance with the conditions stated below, the Company agrees that: (i)  your Non-Performance Based Equity Awards shall become fully vested and exercisable as of the  first day following the Release having become effective; and (ii) your Performance Based Equity  Awards shall vest and be earned in accordance with the terms of the applicable award agreement,  





 






6    except that any requirement under the applicable award agreement to remain employed through  one or more dates following the date of your Change in Control Termination will be deemed  satisfied.      (c) Conditions.  Your rights to receive the benefits of the vesting of the equity awards  described above in subparagraphs (a) and (b) are conditioned upon you:      i. signing and not revoking the Release within 30 days of the termination event;     ii. not directly or indirectly, whether on your own behalf or that of a third party  (other than the Company), engaging in the business (whether as an owner of, or  as employee, director or officer of or consultant to any business, other than the  Company, that is engaged in the business), of owning or operating agricultural or  construction equipment stores in any state or Canadian province in which the  Company or its subsidiaries owns or operates any agricultural or construction  equipment stores during the term of your employment;      iii. not directly or indirectly, either for yourself or any other person or entity solicit,  inducing, or attempting to induce any employee of the Company to leave the  employ of the Company; and    iv.  complying with your obligations under the Release.    In the event of any non-compliance with the obligations set forth above, all of your then  non-vested equity awards will immediately be forfeited.  The parties acknowledge and agree that  the effective compliance period applicable to the conditions stated above, based on the vesting  schedule of the applicable awards, may be longer than the periods set forth elsewhere for similar  covenants in this Agreement and the Release.      (d) Terminations other than Qualifying Terminations and Change in Control  Terminations.  In the event of termination of your employment by the Company for Cause, or  resignation by you other than for Good Reason, your outstanding equity awards shall be forfeited  or vested in accordance with the terms of applicable equity award agreements.      15. Noncompetition.  In consideration of you and the Company entering into this Agreement,  and other good and valuable consideration, the receipt and sufficiency of which is hereby  acknowledged, and to protect the reasonable business interests of the Company, you agree that  while you are an employee of the Company, and for a period of 24 months after termination of  your employment for any reason, you will not directly or indirectly, whether on your own behalf  or that of a third party (other than the Company), engage in the business (whether as an owner of,  or as employee, director or officer of or consultant to any business, other than the Company, that  is engaged in the business), of owning or operating agricultural or construction equipment stores  in any state or Canadian province in which the Company or its subsidiaries owns or operates any  agricultural or construction equipment stores during the term of your employment.  You agree that  the Company will be entitled to equitable relief without the requirement of posting a bond to  enforce the terms of such noncompetition restriction, in addition to any other rights or remedies  that the Company may have.  In the event that any provision of this noncompetition clause (or any  other provision contained in this Agreement) shall be determined by any court of competent  





 






7    jurisdiction to be unenforceable, such provision shall be interpreted to extend only over the  maximum period of time for which it may be enforceable and/or over the maximum geographical  area as to which it may be enforceable and/or to the maximum extent in all other respects as to  which they may be enforceable, all as determined by such court in such action so as to be  enforceable to the extent consistent with then applicable law.  This noncompetition clause shall  survive the termination of your employment, and shall apply whether the termination of your  employment is voluntary or involuntary and regardless of the reason for such termination.    16. Non-Solicitation of Employees.  You agree that for a period of 24 months following your  employment with the Company, you will, not directly or indirectly, either for yourself or any other  person or entity solicit, induce, or attempt to induce any employee of the Company to leave the  employ of the Company.    17. Confidential Information.  You have had and will continue to have access to and familiarity  with the confidential and proprietary information of the Company.  You agree that all Confidential  Information, whether or not in writing, concerning the Company is and shall be the exclusive  property of the Company. For purposes of this paragraph, the term “Confidential Information”  means information that is not generally known and that is proprietary to the Company or that has  been made available to the Company in a manner reasonably understood to require confidential  treatment, including, without limitation, trade secret information about the Company and its  products;  information relating to the business of the Company or anticipated to be conducted by  the Company; any of the Company’s past, current or anticipated products; information about the  Company’s research, development, manufacturing, purchasing, accounting, engineering,  marketing, selling, leasing, servicing, discoveries, improvements, inventions, designs, graphs,  drawings, methods, techniques, plans, strategies, customer lists, licensee lists, marketing plans,  pricing and other policies, forecasts, budgets, customer information, financial data, personnel data;  and any other material relating to Confidential Information, however documented.  All information  that you have a reasonable basis to consider Confidential Information or that is treated by the  Company as being Confidential Information shall be presumed to be Confidential Information,  without regard to the manner in which you obtain access to such information.    During the time you are employed with the Company and for a period of ten (10) years  following the date your employment with the Company ends for any reason (except with respect  to trade secrets, which you agree to keep confidential for so long as such information remains a  trade secret), and except (i) in the ordinary course of performing your employment duties for the  Company, (ii) as expressly authorized in writing by the Board, or (iii) as compelled to disclose  Confidential Information by judicial or governmental authority, you agree not to disclose any  Confidential Information to persons or entities outside the Company, or to use any Confidential  Information for any other purpose, either during or after your employment, unless and until such  Confidential Information has become public knowledge without fault by you.  You also agree to  deliver all written, electronic, magnetic, computer or other recorded or tangible material and copies  thereof containing Confidential Information to the Company upon the earlier of a request by the  Company or the date your employment with the Company ends. You further agree to treat all  confidential information and know-how of any affiliate, employee, customer, contractor, vendor,  or supplier of the Company, as applicable, in the same manner as the Confidential Information.    Notwithstanding the foregoing, nothing contained in this Agreement limits your ability to  (i) file a charge or complaint with the Equal Employment Opportunity Commission, the National  Labor Relations Board, the Occupational Safety and Health Administration, the Securities and  





 






8    Exchange Commission or any other federal, state or local governmental agency or commission  (“Government Agencies”), or (ii) communicate with any Government Agencies or otherwise  participate in any investigation or proceeding that may be conducted by any Government Agency,  including providing documents or other information, without notice to the Company. Further,  nothing in this this Agreement limits your right to receive an award for information provided to  any Government Agencies.    18. Indemnification.  The Company will indemnify you in connection with your duties and  responsibilities for the Company in accordance with applicable statutory and common law the  Company’s bylaws and as set forth in any indemnification agreement between you and the  Company from time to time.    19. Taxes.  The Company may withhold from any compensation and severance benefits  payable to you hereunder such federal, state and local income and employment taxes as the  Company shall determine are required to be withheld pursuant to any applicable law or regulation.    20. Remedies.  You acknowledge that your covenants and obligations hereunder are of special,  unique, and intellectual character, which gives them a peculiar value, the actual or threatened  breach of which may result in substantial injuries and damages, for which monetary relief may fail  to provide an adequate remedy at law.  Accordingly, if the Company institutes any action or  proceeding to enforce the provisions hereof, seeking injunctive relief or specific performance, you  hereby waive the claim or defense that the Company has an adequate remedy at law, and you will  not urge in any such action or proceeding the claim or defense that the Company has an adequate  remedy at law.  Nothing in this provision limits the parties’ rights to seek any and all remedies  available under applicable law, including equitable and legal relief, either separately or  cumulatively, for breach or threatened breach of contract.    21. Section 409A and Restrictions.  Notwithstanding anything to the contrary in this  Agreement, and to the maximum extent permitted by law, this Agreement shall be interpreted in  such a manner that all payments to you are either exempt from, or comply with, Section 409A of  the Code and the regulations and other interpretive guidance issued thereunder (collectively,  “Section 409A”), including without limitation any such regulations or other guidance that may be  issued in the future.  It is intended that payments under this Agreement will be exempt from Section  409A, including the exceptions for short-term deferrals, separation pay arrangements,  reimbursements, and in-kind distributions, so as not to subject you to payment of interest or any  additional tax under Section 409A. For purposes of Section 409A, each payment in a series of  installment payments will be treated as a separate payment.  To the extent any reimbursements or  in-kind benefit payments under this Agreement are subject to Section 409A, such reimbursements  and in-kind benefit payments shall be made in accordance with Treasury Regulation §1.409A- 3(i)(1)(iv) (or any similar or successor provisions). In furtherance thereof, if the provision of any  reimbursement or in-kind benefit payment hereunder that is subject to Section 409A at the time  specified herein would subject such amount to any additional tax under Section 409A, the  provision of such reimbursement or in-kind benefit payment shall be postponed to the earliest  commencement date on which the provision of such amount could be made without incurring such  additional tax. If any amounts or benefits that are conditioned on your signing and not revoking  the Release represent nonqualified deferred compensation subject to Section 409A, and the period  in which you may review and revoke the release of claims begins in one calendar year and ends in  a second calendar year, then payment of such amounts or provision of such benefits will commence  no earlier than the first regularly scheduled payroll date in the second calendar year.   





 






9    Notwithstanding anything in this Agreement to the contrary, if any of the severance payments  described in Agreement are subject to the requirements of Section 409A and the Company  determines that you are a “specified employee” as defined in Section 409A as of the date of your  Qualifying Termination of Change of Control Termination, such payments shall not be paid or  commence earlier than the first day of the seventh month following the date of your Qualifying  Termination or Change of Control Termination.  In addition, to the extent that any regulations or  other guidance issued under Section 409A (after application of the previous provisions of this  paragraph) would result in you being subject to the payment of interest or any additional tax under  Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement to the  extent necessary (including retroactively) in order to avoid the imposition of any such interest or  additional tax under Section 409A, which amendment shall have the minimum economic effect  necessary and be reasonably determined in good faith by the Company and you.  You acknowledge  and agree that the Company has made no representation to you as to the tax treatment of the  compensation and benefits provided pursuant to this Agreement and that you are solely responsible  for all taxes due with respect to such compensation and benefits.    Notwithstanding anything in this Agreement to the contrary, if the Company determines,  in its sole discretion, that the payment of the group medical and dental premiums would result in  a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code or  any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection  and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act),  then, in lieu of providing such premiums, the Company may, in its sole discretion, elect to instead  pay you, on the first day of each month, a fully taxable cash payment equal to such premiums for  that month, subject to applicable tax withholdings (such amount, the “Special Severance  Payment”), for the applicable severance period.  You may, but are not obligated to, use such  Special Severance Payment toward the cost of COBRA premiums.  If you participate in another  group health or dental plan or otherwise ceases to be eligible for COBRA during the period  provided in this clause, you must immediately notify the Company of such event, and all payments  and obligations under this clause shall cease.    22. Clawback.  The incentive based compensation paid to you under this Agreement is subject  to recovery or clawback under applicable laws or regulations and any clawback or recoupment  policy adopted by the Company’s Board of Directors to comply with applicable legal or stock  exchange listing requirements, which such recovery or clawback you agree to pay promptly upon  demand.    23. Applicable Law.  This Agreement shall be interpreted and construed in accordance with  the laws of the State of Delaware.    24. Construction.  Whenever possible, each provision of this Agreement shall be interpreted in  such manner as to be effective and valid under applicable law, but if any provision of this  Agreement shall be prohibited by or invalid under applicable law, such provision shall be  ineffective only to the extent of such prohibition or invalidity without invalidating the remainder  of such provision or the remaining provisions of this Agreement.    25. Entire Agreement.  This Agreement and the documents referenced herein constitute the  entire agreement between the parties, and supersedes all prior discussions, agreements, and  negotiations between us. No amendment or modification of this Agreement will be effective unless  made in writing and signed by you and an authorized officer or director of the Company.  





 






10        IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year  set forth above.    TITAN MACHINERY INC.        By:   /s/ Jody Horner                                                Jody Horner          Chair of the Compensation Committee        /s/ Robert Larsen                                                 Robert Larsen 





 






  A-1  Exhibit A  FORM OF RELEASE BY ROBERT LARSEN     1. Definitions. I intend all words used in this Release to have their plain meanings in  ordinary English. Specific terms that I use in this Release have the following meanings:     A. I, me, and my include both me (Robert Larsen) and anyone who has or  obtains any legal rights or claims through me.    B. Titan means Titan Machinery Inc., any company related to Titan Machinery  Inc. in the present or past (including without limitation, its predecessors, parents,  subsidiaries, affiliates, joint venture partners, and divisions), and any successors of Titan  Machinery Inc.    C. Company means Titan; the present and past officers, directors, committees,  shareholders, and employees of Titan; any company providing insurance to Titan in the  present or past; the present and past fiduciaries of any employee benefit plan sponsored or  maintained by Titan (other than multiemployer plans); the attorneys for Titan; and anyone  who acted on behalf of Titan or on instructions from Titan.    D. Agreement means the employment agreement between me and Titan with  an Effective Date of December 1, 2022, including all of the documents attached to such  agreement.    E. My Claims mean all of my rights that I now have to any relief of any kind  from the Company, whether I now know about such rights or not, including without  limitation:    i. all claims arising out of or relating to my employment with Titan or the  termination of that employment;    ii. all claims arising out of or relating to the statements, actions, or omissions  of the Company;    iii. all claims for any alleged unlawful discrimination, harassment, retaliation  or reprisal, or other alleged unlawful practices arising under any federal,  state, or local statute, ordinance, or regulation, including without  limitation, claims under Title VII of the Civil Rights Act of 1964, the Age  Discrimination in Employment Act, the Americans with Disabilities Act,  42 U.S.C. § 1981, the Employee Retirement Income Security Act, the  Equal Pay Act, the Worker Adjustment and Retraining Notification Act,  the Sarbanes-Oxley Act, the Family and Medical Leave Act, the Fair  Credit Reporting Act, the North Dakota Human Rights Act, N.D. Stat. §  14.02-4-01 et seq., the North Dakota Equal Pay Act, N.D. Stat. § 34-06.1- 01 et seq., the North Dakota Age Discrimination Act, N.D. Stat. § 34-01- 17, and workers’ compensation non-interference or non-retaliation  





 






  A-2    statutes;    iv. all claims for alleged wrongful discharge; breach of contract; breach of  implied contract; failure to keep any promise; breach of a covenant of good  faith and fair dealing; breach of fiduciary duty; estoppel; my activities, if  any, as a “whistleblower”; defamation; infliction of emotional distress;  fraud; misrepresentation; negligence; harassment; retaliation or reprisal;  constructive discharge; assault; battery; false imprisonment; invasion of  privacy; interference with contractual or business relationships; any other  wrongful employment practices; and violation of any other principle of  common law;    v. all claims for compensation of any kind, including without limitation,  bonuses, commissions, stock-based compensation or stock options,  vacation pay and paid time off, perquisites, and expense reimbursements;    vi. all claims for back pay, front pay, reinstatement, other equitable relief,  compensatory damages, damages for alleged personal injury, liquidated  damages, and punitive damages; and    vii. all claims for attorneys’ fees, costs, and interest.    However, My Claims do not include any claims that the law does not allow to be  waived; any claims that may arise after the date on which I sign this Release; any rights I  may have to indemnification from Titan as a current or former officer, director or  employee of Titan; any claims for payment of severance benefits under the Agreement;  any rights I have to severance pay or benefits under the Agreement; or any claims I may  have for earned and accrued benefits under any employee benefit plan sponsored by the  Company in which I am a participant as of the date of termination of my employment with  Titan.    2. Consideration. I am entering into this Release in consideration of Titan’s  obligations to provide me certain severance pay and benefits as specified in the Agreement. I will  receive consideration from Titan as set forth in the Agreement if I sign and do not rescind this  Release as provided below. I understand and acknowledge that I would not be entitled to the  consideration under the Agreement if I did not sign this Release. The consideration is in addition  to anything of value that I would be entitled to receive from Titan if I did not sign this Release or  if I rescinded this Release. I acknowledge and represent that I have received all payments and  benefits that I am entitled to receive (as of the date of this Release) by virtue of any employment  by the Company.     3. Agreement to Release My Claims. In exchange for the consideration described  in the Agreement, I give up and release all of My Claims. I will not make any demands or  claims against the Company for compensation or damages relating to My Claims. The  consideration that I am receiving is a fair compromise for the release of My Claims.     





 






  A-3    4. Cooperation. Upon the reasonable request of the Company, I agree that I will  (i) timely execute and deliver such acknowledgements, instruments, certificates, and other  ministerial documents (including without limitation, certification as to specific actions performed  by me in my capacity as an officer of the Company) as may be necessary or appropriate to  formalize and complete the applicable corporate records; (ii) reasonably consult with the Company  regarding business matters that I was involved with while employed by the Company; and (iii) be  reasonably available, with or without subpoena, to be interviewed, review documents or things,  give depositions, testify, or engage in other reasonable activities in connection with any litigation  or investigation, with respect to matters that I may have knowledge of by virtue of my employment  by or service to the Company. In performing my obligations under this paragraph to testify or  otherwise provide information, I will honestly, truthfully, forthrightly, and completely provide the  information requested, volunteer pertinent information and turn over to the Company all relevant  documents which are or may come into my possession.     5. My Continuing Obligations. I understand and acknowledge that I must comply  with all of my post-employment obligations under the Agreement. I will not defame or disparage  the reputation, character, image, products, or services of Titan, or the reputation or character of  Titan’s directors, officers, employees and agents, and I will refrain from making public comment  about the Company except upon the express written consent of an officer of Titan.    Notwithstanding the foregoing, nothing contained in this Release limits your ability to (i) file a  charge or complaint with the Equal Employment Opportunity Commission, the National Labor  Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange  Commission or any other federal, state or local governmental agency or commission  (“Government Agencies”), or (ii) communicate with any Government Agencies or otherwise  participate in any investigation or proceeding that may be conducted by any Government Agency,  including providing documents or other information, without notice to the Company. Further,  nothing in this Release limits your right to receive an award for information provided to any  Government Agencies.     6. Additional Agreements and Understandings. Even though Titan will provide  consideration for me to settle and release My Claims, the Company does not admit that it is  responsible or legally obligated to me with regard to My Claims. In fact, the Company denies that  it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful  or improper conduct toward me, and denies that it treated me unfairly.     7. Advice to Consult with an Attorney. I understand and acknowledge that I am  hereby being advised by the Company to consult with an attorney prior to signing this Release and  I have done so. My decision whether to sign this Release is my own voluntary decision made with  full knowledge that the Company has advised me to consult with an attorney.     8. Period to Consider the Release. I understand that I have 21 days from the last day  of my employment to consider whether I wish to sign this Release. If I sign this Release before the  end of the 21-day period, it will be my voluntary decision to do so because I have decided that I  do not need any additional time to decide whether to sign this Release. I understand and agree that  if I sign this Release prior to my last day of employment with Titan it will not be valid and Titan  





 






  A-4    will not be obligated to provide the consideration described in the Release.     9. My Right to Rescind this Release. I understand that I may rescind this Release at  any time within 7 days after I sign it, not counting the day upon which I sign it. This Release will  not become effective or enforceable unless and until the 7-day rescission period has expired  without my rescinding it. I understand that if I rescind this Release Titan will not be obligated to  provide the consideration described in the Release.     10. Procedure for Accepting or Rescinding the Release. To accept the terms of this  Release, I must deliver the Release, after I have signed and dated it, to Titan by hand or by mail  within the 21-day period that I have to consider this Release. To rescind my acceptance, I must  deliver a written, signed statement that I rescind my acceptance to Titan by hand or by mail within  the 7-day rescission period. All deliveries must be made to Titan at the following address:     General Counsel  644 East Beaton Drive  West Fargo, ND 58078    If I choose to deliver my acceptance or the rescission by mail, it must be postmarked within the  period stated above and properly addressed to Titan at the address stated above.     11. Interpretation of the Release. This Release should be interpreted as broadly as  possible to achieve my intention to resolve all of My Claims against the Company. If this Release  is held by a court to be inadequate to release a particular claim encompassed within My Claims,  this Release will remain in full force and effect with respect to all the rest of My Claims. I agree  that the provisions of this Release may not be amended, waived, changed or modified except by  an instrument in writing signed by an authorized representative of Titan and by me.     12. My Representations. I am legally able and entitled to receive the consideration  being provided to me in settlement of My Claims. I have not been involved in any personal  bankruptcy or other insolvency proceedings at any time since I began my employment with Titan.  No child support orders, garnishment orders, or other orders requiring that money owed to me by  Titan be paid to any other person are now in effect.     I have read this Release carefully. I understand all of its terms. In signing this Release, I have not  relied on any statements or explanations made by the Company except as specifically set forth in  the Agreement. I am voluntarily releasing My Claims against the Company. I intend this Release  and the Agreement to be legally binding.     Dated this ____ day of __________, 20____.                                                                                            Robert Larsen