Exhibit
10.2


November 16, 2007


David J. Meyer

c/o Titan Machinery Inc.


4876 Rocking Horse Circle


Fargo, ND 58104-6049


Dear David:


This letter agreement
confirms our discussions regarding your continuing as Chief Executive Officer
of  Titan Machinery Inc. (the “Company”), and sets out the terms
and conditions of your employment with the Company, as follows: 


	
  Title:

  	
  You will serve as the Company’s Chief Executive
  Officer.

  
	
   

  	
   

  
	
  Term:

  	
  The initial term of
  your employment as Chief Executive Officer of the Company under this
  Agreement shall be for a period commencing on the Effective Date and ending
  on January 31, 2014, unless earlier terminated by either party as provided in
  this letter agreement (the “Term”). 

  For purposes of this Agreement, “Effective Date”
  shall mean the date of the closing of the initial public offering of the
  Company’s Common Stock. This Agreement shall not become effective until the
  Effective Date and all references hereunder to “your employment with the
  Company” and similar phrases shall refer to your employment with the Company
  commencing on the Effective Date; provided, that if the Effective Date has
  not occurred by March 31, 2008, then this Agreement shall never take effect
  and be of no force or effect.

  
	
   

  	
   

  
	
  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.

  



 



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  Initial Base Salary:

  	
  You will be paid a base salary at the rate of
  $250,000 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.

  
	
   

  	
   

  
	
  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, in your position regular
  travel will be required in the course of performing your duties and
  responsibilities as Chief Executive Officer.

  
	
   

  	
   

  
	
  Noncompetition:

  	
  In consideration of your and the Company entering
  into this letter agreement, and other good and valuable consideration, the
  receipt and sufficiency of which is hereby acknowledged, and to protect the
  reasonable business interests of the Company, you agree that while you are an
  employee of the Company, and for a period of 24 months after termination of
  your employment for any reason, you will not directly or indirectly, whether
  on your own behalf or that of a third party (other than the Company), you
  will not engage in the business (whether as an owner of, or

  




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  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:

  	
  Either you or the Company may terminate the
  employment relationship during the Term or after the Term at any time and for
  any reason. 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
  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 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

  



 



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  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
  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

  



 



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  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 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]



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Sincerely,


TITAN MACHINERY INC.


	
  By: 

  	
  /s/ Gordon Paul Anderson

  	
   

  
	
  Gordon Paul Anderson,

  
	
  Chair of the Compensation Committee

  



 


 


I accept and agree to the
terms and conditions of employment with Titan Machinery Inc. as set forth
above. 


	
  /s/ David J. Meyer

  	
   

  	
  November 16, 2007

  
	
  David J. Meyer

  	
  Dated

  



 



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Exhibit A


FORM
OF RELEASE BY DAVID J. MEYER


Definitions.
I intend all words used in this Release to have their plain meanings in
ordinary English. Specific terms that I use in this Release have the following
meanings:


	
  

  	
  A.

  	
  I, me, and my
  include both me (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”;

  



 



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  defamation; infliction of emotional distress; fraud;
  misrepresentation; negligence; harassment; retaliation or reprisal;
  constructive discharge; assault; battery; false imprisonment; invasion of
  privacy; interference with contractual or business relationships; any other
  wrongful employment practices; and violation of any other principle of common
  law;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 entering into this Release in consideration of Titan’s obligations to
provide me certain severance benefits as specified in the Agreement. I will
receive consideration from Titan as set forth in the Agreement if I sign and do
not rescind this Release as provided below. I understand and acknowledge that I
would not be entitled to the consideration under the Agreement if I did not
sign this Release. The consideration is in addition to anything of value that I
would be entitled to receive from Titan if I did not sign this Release or if I
rescinded this Release. I acknowledge and represent that I have received all
payments and benefits that I am entitled to receive (as of the date of this
Release) by virtue of any employment by the Company.


Agreement
to Release My Claims. In exchange for the consideration
described in the Agreement, I give up and release all of My Claims. I will not
make any demands or claims  against the
Company for compensation or damages relating to My Claims. The consideration
that I am receiving is a fair compromise for the release of My Claims.


Cooperation.
Upon the reasonable request of the Company, I agree that I will
(i) timely execute and deliver such acknowledgements, instruments,
certificates, and other ministerial documents (including without limitation,
certification as to specific actions performed by me in my capacity as an officer
of the Company) as may be necessary or appropriate to formalize and complete
the applicable corporate records; (ii) reasonably consult with the Company
regarding business matters that I was involved with while employed by the
Company; and (iii) be reasonably available, with or without subpoena, to
be interviewed, review documents or things, give depositions, testify, or
engage in other reasonable activities in connection with any litigation or



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investigation, with
respect to matters that I may have knowledge of by virtue of my employment by
or service to the Company. In performing my obligations under this paragraph to
testify or otherwise provide information, I will honestly, truthfully,
forthrightly, and completely provide the information requested, volunteer
pertinent information and turn over to the Company all relevant documents which
are or may come into my possession.


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


Additional
Agreements and Understandings. Even though Titan will
provide consideration for me to settle and release My Claims, the Company does
not admit that it is responsible or legally obligated to me. In fact, the
Company denies that it is responsible or legally obligated to me for My Claims,
denies that it engaged in any unlawful or improper conduct toward me, and
denies that it treated me unfairly.


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


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


My Right
to Rescind this Release. I understand that I may rescind
this Release at any time within 7 days after I sign it, not counting the day
upon which I sign it. This Release will not become effective or enforceable
unless and until the 7-day rescission period has expired without my rescinding
it. I understand that if I rescind this Release Titan will not be obligated to
provide the consideration described in the Release.


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


	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  




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If I choose to deliver my
acceptance or the rescission by mail, it must be postmarked within the period
stated above and properly addressed to Titan at the address stated above.


Interpretation
of the Release. This Release should be interpreted as
broadly as possible to achieve my intention to resolve all of My Claims against
the Company. If this Release is held by a court to be inadequate to release a
particular claim encompassed within My Claims, this Release will remain in full
force and effect with respect to all the rest of My Claims. I agree that the
provisions of this Release may not be amended, waived, changed or modified
except by an instrument in writing signed by an authorized representative of
Titan and by me.


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


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


 




	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  David J. Meyer

  






 



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