**Exhibit10.1**

 

October 1, 2010

 

DavidJ. Meyerc/o Titan Machinery Inc.

4876Rocking Horse Circle

Fargo,ND 58104-6049

 

DearDavid:

 

Thisletter agreement amends and restates the letter agreement dated November 16,2007, confirming our discussions regarding your continuing as Chief ExecutiveOfficer of Titan Machinery Inc. (the “*Company*”),and sets out the terms and conditions of your employment with the Company, asfollows:

 
| Title:            |   | You  will serve as the Company’s Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Term:             |   | Unless  terminated by either party as provided in this letter agreement, the term of  your employment as Chief Executive Officer of the Company under this letter  agreement shall be for a rolling three-year period (the “*Term*”)  as follows:  the initial term shall commence  on October 1, 2010 (“*Effective Date*”)  and end on September 30, 2013, which end date shall be automatically extended  by one year on each anniversary of the Effective Date.  Thus, for example, on October 1, 2011, the  end date shall be extended to September 30, 2014, and on October 1, 2012, the  end date shall be extended to September 30, 2015.  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.                                      |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Responsibilities: |   | During  your employment with the Company as Chief Executive Officer, you will report  to the Board of Directors of the Company (the “*Board*”)  and will be responsible for the overall operations and direction 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 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 Board at least annually. |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Representations:  |   | By  signing below, 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 Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

1

----

 
| Initial Base Salary:         |   | You  will be paid a base salary at the rate of $275,000 per year for services  performed, in accordance with the regular payroll practices of the Company  with annual review by the Compensation Committee of the Board (the “*Committee*”). Your performance and  base salary will be reviewed by the Committee annually and may be adjusted  upward from time to time in the discretion of the Committee, but will not be  reduced during the Term.                                                                                                                                                                                                 |
|------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 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  200% of your base salary at the rate in effect at the end of such fiscal  year, pursuant to the terms and conditions established by the Committee from  time to time, based upon a target equal to 100% of your annual base salary at  the rate in effect at such time.   Objectives will be established during each 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. |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Long-Term  Equity Incentive: |   | Upon  execution of this letter agreement and on each anniversary thereafter, you  will be entitled to receive a restricted stock award.  Each award shall be granted in accordance  with the terms of the Company’s Equity Grant Policy.  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.  The risks of forfeiture to  which the restricted stock under each such award will be subject shall  terminate on the third anniversary of the date of grant for each award.           |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 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.                                                                            |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Vacation:                    |   | During  your employment with the Company, you will receive vacation time off in  accordance with the policies and practices of the Company, except that your  annual accrual rate shall be not less than four weeks paid vacation off per  year. Vacation time shall be taken at such times so as not to unduly disrupt  the operations of the Company.                                                                                                                                                                                                                                                                                                          |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Office Location:             |   | Your  employment will be based at the Company’s headquarters in Fargo, North  Dakota.  Of course, regular travel will  be required in the course of performing your duties and responsibilities as  Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Noncompetition:              |   | In  consideration of you and the Company entering into this letter agreement, and  other good and valuable consideration, the receipt and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

2

----

 
|         |   | 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), you will not 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 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 letter agreement) shall be  determined by any court of competent 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. |
|--------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 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 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 or any of its affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Severance:   |   | In  case of involuntary 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 two  (2) times the sum of (a) your annual base salary at the rate in effect  on your last day of employment plus (b) the annual incentive bonus last  paid to you preceding the Qualifying Termination.  In addition, upon a Qualifying 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 at the Company’s expense (with  premiums payable on a monthly basis), to the extent you were a participant as  of your last day of employment; however, if your participation in any such  plan is                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

 

3

----

 
|   |   | barred  or not permitted under the terms thereof, the Company will arrange to provide  you with substantially similar coverage at its expense up to the expense.  Benefits provided by the Company may be reduced if you become eligible for  comparable benefits from another employer or third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | 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, agents and assigns, substantially in the form attached  to this letter agreement as Exhibit A, (2) complying with your  obligations under the Noncompetition Agreement or any other agreement 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.                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | Any  severance payable will be paid to you over 24 months in accordance with the  Company’s normal payroll practices commencing on the first day of the month  following the Qualifying Termination, but not earlier than expiration of any  rescission periods.  All payments under  this severance clause are subject to applicable withholding for income and  FICA taxes and any other proper deductions.   Notwithstanding the foregoing, if any of the payments described in  this severance clause are subject to the requirements of Section 409A of the  Internal Revenue Code, as amended (the “*Code*”), and  the Company determines that you are a “specified employee” as defined in  Section 409A of the Code, such payments shall not commence earlier than the  first day of the seventh month following your “separation from service” as  determined under Section 409A of the Code.                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | For  purposes of this letter agreement, “Cause” and “Good Reason” have the  following definitions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | “*Cause*” means a determination in  good faith by the Board of the existence of one or more of the following:  (i) commission by you of any act constituting a felony; (ii) any  intentional and/or willful act of fraud or material dishonesty by you related  to, connected with or otherwise affecting your employment with the Company,  or otherwise likely to cause material harm to the Company or its reputation;  (iii) the willful and/or continued failure, neglect, or refusal by you  to perform in all material respects your duties with the Company as an  employee, officer or director, or to fulfill your fiduciary responsibilities  to the Company, which failure, neglect or refusal has not been cured within  fifteen (15) days after written notice thereof to you from the Company;  or (iv) a material breach by you of the Company’s material policies or  codes of conduct or of your material obligations under other agreement  between you and the Company. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | “*Good Reason*” means any one or more  of the following occur without your consent: (i) the assignment to you  of material duties inconsistent with your                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

4

----

 
|              |   | status  or position as Chief Executive Officer, or other action that results in a  substantial diminution in your status or position, which has not been cured  by the Company within fifteen (15) days after written notice thereof to  the Company from you; (ii) the relocation of your principal office for  Company business to a location more than forty (40) miles from the  Company’s current headquarters; or (iii) material breach by the Company of  any terms or conditions of this letter agreement, which breach has not been  caused by you and which has not been cured by the Company within fifteen  (15) days after written notice thereof to the Company from you. |
|-------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|              |   | In  the event of termination of your employment by the Company for Cause,  resignation by you other than for Good Reason, or termination due to your  death or any disability for which you are qualified for benefits under the  Company’s group long-term disability program, 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.                                                                                                                                                                                                                                              |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Indemnification:  |   | The  Company will indemnify you in connection with your duties and  responsibilities for the Company in accordance with the Company’s bylaws and  as set forth in any indemnification agreement between you and the Company  from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Taxes:            |   | The  Company may withhold from any compensation payable to you in connection with  your employment 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.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Applicable Law:   |   | This  letter agreement shall be interpreted and construed in accordance with the  laws of the State of Delaware.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Entire Agreement: |   | This  letter agreement and the documents referenced herein constitute the entire  agreement between the parties, and supersedes all prior discussions,  agreements, including but not limited to the letter agreement dated November  16, 2007, and negotiations between us. No amendment or modification of this  letter agreement will be effective unless made in writing and signed by you  and an authorized director of the Company.                                                                                                                                                                                                                                                                       |

 

[*signature page follows*]

 

5

----

 

Sincerely,

 

TITANMACHINERY INC.

 
| By:                                  | /s/  Gordon Paul Anderson |   |
|--------------------------------------|---------------------------|--------|
| Gordon  Paul Anderson,               |
| Chair  of the Compensation Committee |

 

 

Iaccept and agree to the terms and conditions of employment with Titan MachineryInc. as set forth above.

 

 
| /s/  David J. Meyer |   | October  1, 2010 |
|---------------------|--------|------------------|
| David  J. Meyer     |   | Dated            |

 

6

----

 

**Exhibit A**

 

**FORM OF RELEASE BY DAVID J. MEYER**

 

**Definitions****.**I intend allwords 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 (David J. Meyer) 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  letter agreement between me and Titan dated                 ,  2007, 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:                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                       | all claims arising out of  or relating to my employment with Titan or the termination of that employment; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                       | all claims arising out of  or relating to the statements, actions, or omissions of the Company; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | 3.                                                                                                                                                                                                                                                                                                                                                                                                                       | 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 statutes; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | 4.                                                                                                                                                                                                                                                                                                                                                                                                                       | 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; |

 

A-1

----

 
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 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; |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                              |
|   |   | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 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;                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                              |
|   |   | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | all claims for back pay,  front pay, reinstatement, other equitable relief, compensatory damages,  damages for alleged personal injury, liquidated damages, and punitive  damages; and                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                              |
|   |   | 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 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. |

 

**Consideration****.**I am enteringinto this Release in consideration of Titan’s obligations to provide me certainseverance benefits as specified in the Agreement. I will receive considerationfrom Titan as set forth in the Agreement if I sign and do not rescind thisRelease as provided below. I understand and acknowledge that I would not beentitled to the consideration under the Agreement if I did not sign thisRelease. The consideration is in addition to anything of value that I would beentitled to receive from Titan if I did not sign this Release or if I rescindedthis Release. I acknowledge and represent that I have received all payments andbenefits that I am entitled to receive (as of the date of this Release) byvirtue of any employment by the Company.

 

**Agreement to Release My Claims****. In exchange for the consideration described in the Agreement, I give upand release all of My Claims. I will not make any demands or claims****against the Company for compensation or damagesrelating to My Claims. The consideration that I am receiving is a faircompromise for the release of My Claims.**

 

**Cooperation****.**Upon thereasonable request of the Company, I agree that I will (i) timely executeand deliver such acknowledgements, instruments, certificates, and otherministerial documents (including without limitation, certification as tospecific actions performed by me in my capacity as an officer of the Company)as may be necessary or appropriate to formalize and complete the applicablecorporate records; (ii) reasonably consult with the Company regardingbusiness matters that I was involved with while employed by the Company; and(iii) be reasonably available, with or without subpoena, to beinterviewed, review documents or things, give depositions, testify, or engagein other reasonable activities in connection with any litigation orinvestigation, with respect to matters that I may have knowledge of by virtueof my employment by or service to the Company. In performing my obligationsunder this paragraph to testify or otherwise provide information, I willhonestly, truthfully, forthrightly, and completely provide

 

A-2

----

 

theinformation requested, volunteer pertinent information and turn over to theCompany all relevant documents which are or may come into my possession.

 

**My Continuing Obligations****.**I understand and acknowledge that I must comply withall of my post-employment obligations under the Agreement. I will not defame ordisparage the reputation, character, image, products, or services of Titan, orthe reputation or character of Titan’s directors, officers, employees andagents, and I will refrain from making public comment about the Company exceptupon the express written consent of an officer of Titan.

 

**Additional Agreements and Understandings****.**Even though Titan will provide consideration for meto settle and release My Claims, the Company does not admit that it isresponsible or legally obligated to me. In fact, the Company denies that it isresponsible or legally obligated to me for My Claims, denies that it engaged inany unlawful or improper conduct toward me, and denies that it treated meunfairly.

 

**Advice to Consult with an Attorney****.**I understand and acknowledge that I am hereby beingadvised by the Company to consult with an attorney prior to signing thisRelease and I have done so. My decision whether to sign this Release is my ownvoluntary decision made with full knowledge that the Company has advised me toconsult with an attorney.

 

**Period to Consider the Release****.**I understand that I have 21 days from the dateI received this Release (or 21 days after the last day of my employmentwith Titan, if later) to consider whether I wish to sign this Release. If Isign this Release before the end of the 21-day period, it will be my voluntarydecision to do so because I have decided that I do not need any additional timeto decide whether to sign this Release. I understand and agree that if I signthis Release prior to my last day of employment with Titan it will not be validand Titan will not be obligated to provide the consideration described in theRelease.

 

**My Right to Rescind this Release****.**I understand that I may rescind this Release at anytime 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 the7-day rescission period has expired without my rescinding it. I understand thatif I rescind this Release Titan will not be obligated to provide theconsideration described in the Release.

 

**Procedure for Accepting or Rescinding the Release****.**To accept the terms of this Release, I must deliverthe Release, after I have signed and dated it, to Titan by hand or by mailwithin the 21-day period that I have to consider this Release. To rescind myacceptance, I must deliver a written, signed statement that I rescind myacceptance to Titan by hand or by mail within the 15-day rescission period. Alldeliveries must be made to Titan at the following address:

 

ChiefFinancial Officer

                                              

                                              

 

IfI choose to deliver my acceptance or the rescission by mail, it must bepostmarked within the period stated above and properly addressed to Titan atthe address stated above.

 

A-3

----

 

**Interpretation of the Release****.**This Release should be interpreted as broadly aspossible to achieve my intention to resolve all of My Claims against theCompany. If this Release is held by a court to be inadequate to release aparticular claim encompassed within My Claims, this Release will remain in fullforce and effect with respect to all the rest of My Claims. I agree that theprovisions of this Release may not be amended, waived, changed or modifiedexcept by an instrument in writing signed by an authorized representative ofTitan and by me.

 

**My Representations****.**I am legallyable and entitled to receive the consideration being provided to me insettlement of My Claims. I have not been involved in any personal bankruptcy orother insolvency proceedings at any time since I began my employment withTitan. No child support orders, garnishment orders, or other orders requiringthat money owed to me by Titan be paid to any other person are now in effect.

 

Ihave read this Release carefully. I understand all of its terms. In signingthis Release, I have not relied on any statements or explanations made by theCompany except as specifically set forth in the Agreement. I am voluntarilyreleasing My Claims against the Company. I intend this Release and the Agreementto be legally binding.

 

 
| Dated: |   |   |            |
|--------|--------|--------|-----------------|
|   |   |   | David  J. Meyer |

 

A-4

----