EMPLOYMENT AGREEMENT FOR MR. RODIA DATED NOVEMBER 1, 2005


    
      

    

     

    Exhibit 10.8

     

     

    


      EMPLOYMENT
        AGREEMENT

      


      EMPLOYMENT
        AGREEMENT,
        dated
        as of November 1, 2005, between Titan International, Inc., a Illinois
        corporation (“Titan” or “the Company”) and its successor (s), and Ernie Rodia
        (“Executive”) (hereinafter, as amended or modified and in effect called
“Agreement”). The effective date of this Agreement (the “Effective Date”) shall
        be November 1, 2005.

      


      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
        Executive Vice President and Chief Operating Officer of Titan International,
        Inc. pursuant to the terms of this Agreement. Executive will perform such
        services in the capacity of Executive Vice President and Chief Operating
        Officer
        as may be assigned to him by the By-laws and, from time to time by the
        President, CEO or Chairman of Titan during the Employment Term and, if
        applicable, during the Extended Employment Term, (as such terms are defined
        in
        Section 2). 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 three years after the Effective
        Date (the “Employment Term”), unless terminated earlier as provided in Sections
        5 and 6 hereof.

      


      Subject
        to the provisions of Sections 5 and 6 of this Agreement, this Agreement shall
        be
        extended for an additional one year period with consent of the parties, and
        similarly shall be 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 the parties have not agreed in
        writing to extend said employment. 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
        sixty (60) days prior to the Termination Date shall notify the other party
        of
        nonrenewal. 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 the President,
        CEO or Chairman of Titan.

       

      


      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 $ 300,000.00 (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
        twenty-five percent (25%) up to a maximum of hundred percent (100%) 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 fifty percent
        (50%)
        of his base salary 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 during the Employment term shall be entitled to four weeks
        of
        vacation plus Titan designated holidays in each year and shall, during such
        periods, be entitled to remuneration as hereinbefore provided.

      


      4. Benefits. In
        addition to the benefits described in Sections 4, 5 and 6, 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, accidental death and dismemberment insurance plans and/or
        benefits, 401k or other plans (collectively, the “ Benefits”), no medical or
        dental benefits are being offered to the Executive or his family.

      


      5. Death
        or Disability. In
        the
        event of Executive’s death or disability (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, 5 and 6, the Supplemental Death or Disability
        Benefits, as the case may be, as described below.

      


      5.1 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 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.

      


      5.2
        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 65 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,
        5.1
        and 5.2. 

      


      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.

      


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

      


      6.1 Termination
        for Cause.
        If Titan
        terminates the 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 the President,
        CEO or Chairman, (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 President, CEO or
        Chairman 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.

      


      6.2
        Termination
        Without Cause.
        If Titan
        terminates the Executive’s employment and unless such termination shall be
        pursuant to Section 5 or 6.1, such termination shall, in all cases, constitute
        “Termination Without Cause” with effect from the date of action by Titan. Any
        demotion from the position of Chief Operating Officer set forth in Section
        1, or
        any material reduction in the authorities inherent to such position, in each
        instance unless made with Executive’s prior written consent, or upon a
        termination pursuant to Sections 5 or 6.1, 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:

      


      (a) 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 effect
        from the effective date of the Termination Without Cause, to the termination
        date of the Employment Term but in no event beyond the Employment Term or,
        if
        applicable, the Extended Employment Term, plus benefits described in Sections
        4,
        5 and 6 during the Employment Term; 

      


      (b)
         In
        the
        event of Executive’s Termination Without Cause, Titan agrees to provide for of
        the Executive and his spouse and dependents which live in the household shall
        receive, at not cost and expense to them for the remaining Employment term,
        benefits provided or furnished or made available to the Executive under this
        Agreement. Titan shall pay the full premiums for all such benefits taken
        by the
        Executive as well as all other charges and expenses for providing such benefits;
        

      


      (c)
        In
        the event of Executive’s Termination Without Cause, Titan agrees all outstanding
        stock options and the Employer match under Titan’s 401k Plan for the Executive
        shall vest 100% immediately; and

      


      (d) In
        the
        event of Executive’s Termination Without Cause, Titan shall provide, as a
        condition of any such sale, that the acquiring corporation and successor
        shall
        assume this Agreement and become obligated to perform all of the terms and
        conditions hereof.

      


      7. 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.

      


      8. Termination.
        This
        Agreement shall terminate on October 31, 2008 unless extended in writing
        by the
        parties. Any extension shall be for one year periods.

      


      9. 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.

       

      10. 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.

      


      11. 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 12 other than execution of an unsatisfied
        final judgment rendered by a court of competent jurisdiction.

      


      12. 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”.

      


      13. 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 Knoxville, TN 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 Headquarters
        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.

      


      14. 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.

      


      15. Binding
        Effect: Amendments.
        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 varied only in writing signed by the
        parties hereto.

      


      16. 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.

       

      17. 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, Adams County
        8th
        Circuit
        Court.

      


      18. 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.

      


      19. 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 (s) from their obligations hereunder. All of Sections 5 and 6 and
        shall survive the termination of this Agreement and shall not relieve the
        Company and/or successor from their obligations under these Sections.