Exhibit 10.34


INDEMNIFICATION AGREEMENT


THIS AGREEMENT (“Agreement”),
which provides for indemnification, expense advancement and other rights under
the terms and conditions set forth, is made and entered into this           
day of                                     ,
2007 between TITAN MACHINERY, INC.,
(the “Company”), and                                                 
(“Indemnitee”).


RECITALS


WHEREAS,
Indemnitee is serving as a                                     
of the Company, and as such is performing a valuable service for the Company;
and


WHEREAS, competent
and experienced persons are becoming increasingly reluctant to serve
publicly-held corporations as directors and/or officers or in other fiduciary
capacities at the request of their companies unless they are provided with
adequate protection through liability insurance and adequate company
indemnification against risks of claims and actions against them arising out of
their service to the corporation; and


WHEREAS, the Board
of Directors has determined that the ability to attract and retain qualified
persons to serve as directors and/or officers is in the best interests of the
Company and its stockholders, and that the Company should act to assure such
persons that there will be adequate certainty of protection through insurance
and indemnification against risks of claims and actions against them arising
out of their service to and activities on behalf of the Company; and


WHEREAS, Section
145 of the General Corporation Law of Delaware permits the Company to indemnify
and advance expenses to its officers and directors and to indemnify and advance
expenses to  persons who serve at the
request of the Company as directors, officers, employees, or agents of other corporations
or enterprises; and


WHEREAS, the Company has adopted provisions in its
Bylaws requiring indemnification and advancement of expenses to its officers
and directors, and providing that the Company may enter into indemnification
agreements which specify the rights and obligations of the Company and such
persons with respect to indemnification, advancement of expenses and related
matters, and further providing that any such agreements shall supersede the
indemnification and expense advancement provisions of such Bylaws; and


WHEREAS, the Company
desires to have Indemnitee continue to serve in an Official Capacity, and
Indemnitee desires to continue so to serve the Company, provided, and on the
express condition, that Indemnitee is furnished with the indemnity and other
rights set forth in this Agreement;












AGREEMENT


Now, therefore, in consideration of Indemnitee’s
continued service to the Company in Indemnitee’s Official Capacity, the parties
hereto agree as follows:


1.             Definitions.  For purposes of this Agreement:


(a)           “Change
of Control” means a change in control of the Company occurring after the
Effective Date of a nature that would be required to be reported in response to
Item I of Current Report on Form 8-K (or in response to any similar item on any
similar schedule or form) promulgated under the Securities Exchange Act of 1934
(the “Act”), whether or not the Company is then subject to such reporting
requirement; provided, however, that, without limitation, such a Change of
Control shall be deemed to have occurred if after the Effective Date (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Company representing thirty percent (30%) or more of the
combined voting power of the Company’s then outstanding securities without the
prior approval of at least two-thirds of the members of the Board of Directors
in office immediately prior to such person attaining such percentage; (ii) the
Company is a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which members of the
Board of Directors in office immediately prior to such transaction or event
constitute less than a majority of the Board of Directors thereafter; or (iii)
during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors (including for this purpose any
new director whose election or nomination for election by the Company’s
shareholders was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of such period) cease
for any reason to constitute at least a majority of the Board of Directors.


(b)           “Official Capacity” means Indemnitee’s corporate status as an officer
and/or director and any other fiduciary capacity in which he serves the
Company, its subsidiaries and affiliates, and any other entity which he serves
in such capacity at the request of the Company’s CEO, its Board of Directors or
any committee of its Board of Directors. 
“Official Capacity” also refers to all actions which Indemnitee takes or
does not take while serving in such capacity.


(c)           “Disinterested
Director” means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification or advancement of expenses is
sought by Indemnitee.


(d)           “Effective
Date” means the date first above written.


(e)           “Expenses”
shall include all direct and indirect costs including, but not limited to,
reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of
experts, witness fees, advisory fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily incurred in
connection with investigating, prosecuting, defending, preparing to
investigate, prosecute or defend a Proceeding, or being or preparing to be a
witness in a Proceeding.



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(f)            “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past two years
has been, retained to represent:  (i) the
Company or Indemnitee in any matter material to either such party, or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement.


(g)           “Proceeding”
includes any actual or threatened inquiry, investigation, action, suit,
arbitration, or any other such actual or threatened action or occurrence,
whether civil, criminal, administrative or investigative, whether or not
initiated prior to the Effective Date, except a proceeding initiated by an
Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights
under this Agreement.


2.             Service by Indemnitee.  Indemnitee will serve and/or continue to
serve in Indemnitee’s Official Capacity faithfully and to the best of
Indemnitee’s ability so long as Indemnitee has or holds such Official
Capacity.  Indemnitee may at any time and for any reason resign from Indemnitee’s
Official Capacity (subject to any other contractual obligation or any
obligation imposed by operation of law).


3.             Indemnification and Advancement of Expenses.


(a)           General.  Except as otherwise provided in this
Agreement, the Company shall indemnify and advance Expenses to Indemnitee to the fullest extent permitted by the
Delaware General Corporation Law as such law may from time to time be amended.  Indemnitee shall be entitled to the
Indemnification and/or advancement provided in this Section if, by reason of his or her Official Capacity,
Indemnitee is a party or is threatened to be made a party to any Proceeding or
by reason of anything done or not done by Indemnitee in his or her Official
Capacity.  The Company shall advance
Expenses to Indemnitee and indemnify Indemnitee against all costs, judgments,
penalties, fines, liabilities, amounts paid in settlement by or on behalf of
Indemnitee in any Proceeding, and Expenses actually and reasonably incurred by
Indemnitee in connection with such Proceeding, if Indemnitee is determined to
have met the standard of conduct set forth in Section 6(a).


(b)           Exceptions.  Indemnitee shall receive no indemnification
or advancement of Expenses:


(i)       to the
extent such indemnification or advancement of Expenses is expressly prohibited
by Delaware law or the public policies of Delaware, the United States of
America or agencies of any governmental authority in any jurisdiction governing
the matter in question;


(ii)      to the
extent payment is actually made to Indemnitee for the amount to which
Indemnitee would otherwise have been entitled under this Agreement pursuant to
an insurance policy, or another indemnity agreement or arrangement from the
Company or other person or entity,



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(iii)     in
connection with any Proceeding, or part thereof (including claims and
counterclaims) initiated by Indemnitee, except a judicial proceeding or
arbitration pursuant to Section 7(a) to enforce rights under this Agreement,
unless the Proceeding (or part thereof) was authorized by the Board of
Directors of the Company;


(iv)     with
respect to any Proceeding brought by or on behalf of the Company against
Indemnitee that is authorized by the Board of Directors of the Company, except
as provided in Section 4 below.


(v) with respect to any claim, issue, or matter as to
which Delaware law expressly prohibits such indemnification by reason of any
adjudication of liability of Indemnitee to the Company, unless and only to the
extent that the Delaware Court of Chancery, or the court in which such action
or suit was brought, shall determine upon application that, despite an
adjudication of liability but in view of all the circumstances of the case,
Indemnitee is entitled to indemnification for such Expenses  as
such court shall deem proper.


4.             Indemnification for Expenses of Successful Party.  Notwithstanding the limitations of any other provisions of this Agreement,
to the extent that Indemnitee is  successful on the merits or
otherwise in defense of any Proceeding, or in defense of any claim, issue or
matter therein, including, without limitation, the dismissal of any action
without prejudice, or if it is ultimately determined that Indemnitee is
otherwise entitled to be indemnified against Expenses, Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred in connection
therewith. If Indemnitee is partially successful on the merits or otherwise in
defense of any Proceeding, such indemnification shall be apportioned
appropriately to reflect the degree of success.


5.             Indemnification for Expenses Incurred in Serving as a
Witness.  Notwithstanding any other
provisions of this Agreement, Indemnitee shall be entitled to indemnification
and advancement against all Expenses reasonably incurred for serving as a
witness by reason of Indemnitee’s Official Capacity in any proceeding with
respect to which Indemnitee is not a party.


6.             Determination of Entitlement to Indemnification.


(a)           Standard of Conduct.  Indemnitee shall be entitled to
indemnification and/or advancement of Expenses (subject to the provision of an
undertaking in compliance with Section 10 in the case of a request to advance
Expenses), pursuant to this Agreement, only upon a determination, (based on the
facts then known in the case of a request for advancement of Expenses), that
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, and with respect
to any criminal action or proceeding, had no reasonable cause to believe that
Indemnitee’s conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that Indemnitee
did not act in good faith and in a manner which Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, or, with respect 



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to any criminal
action or proceeding, had reasonable cause to believe that Indemnitee’s conduct
was unlawful.


In the event of a
guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification;
provided, however, that following such plea Indemnitee in good faith requests
indemnification.  Indemnitee’s
eligibility for indemnification shall be determined as set forth in Section
6(b)(i)-(iv) below.  If, in reviewing
Indemnitee’s plea and the facts and circumstances relating to such plea, the
decision-maker identified in Sections 6(b)(i)-(iv) below determines that
Indemnitee has met the standard of conduct set forth in this Section 6(a) and
thus is entitled to indemnification for any items set forth in Section 3(a)
above, then the Company shall indemnify Indemnitee in accordance with the
decision-maker’s determination.


(b)           Manner of Determining Eligibility.  Upon Indemnitee’s written request for
indemnification or advancement of Expenses, the entitlement of Indemnitee to
such requested indemnification or advancement of Expenses shall be determined
by:


(i)       the
Board of Directors of the Company by a majority vote of Disinterested Directors
(defined above), whether or not such majority constitutes a quorum; or


(ii)      a
committee of Disinterested Directors designated by majority vote of such
Disinterested Directors, whether or not such majority constitutes a quorum; or


(iii)     Independent
Counsel (defined above) in a written opinion to the board of directors, or
designated committee of the Board, with a copy to Indemnitee, which Independent
Counsel shall be selected by majority vote of the Company’s directors at a
meeting at which a quorum is present, or a majority vote of the Disinterested
Directors, or Committee of Disinterested Directors; or


(iv)     the
Company’s stockholders, by a majority vote of those in attendance at a meeting
at which a quorum is present.


(c)           Payment of Costs of Determining
Eligibility.  The Company shall pay
all costs associated with its determination of Indemnitee’s eligibility for
indemnification or advancement of Expenses.


(d)           Presumptions and Effect of Certain
Proceedings.  The Secretary of the
Company shall, promptly upon receipt of Indemnitee’s request for
indemnification and/or advancement of Expenses, advise in writing the Board of
Directors or such other person or persons empowered to make the determination
requested in Section 6(b), and the Company shall thereafter promptly make such
determination or initiate the appropriate process for making such
determination.


7.             Remedies of Indemnitee.


(a)           In the event that a determination is
made that Indemnitee is not entitled to indemnification or advancement of
Expenses hereunder or if payment or a payment arrangement has not been timely
made  within fifteen (15) business days
following a determination of entitlement to indemnification and/or advancement
of Expenses, Indemnitee shall be entitled to a final adjudication in a court of
competent jurisdiction of entitlement to such indemnification 



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and/or
advancement.  Alternatively, Indemnitee
may seek an award in an arbitration to be conducted by a single arbitrator
pursuant to the rules of the American Arbitration Association, such award to be
made within sixty (60) days following the filing of the demand for
arbitration.  The Company shall not
oppose Indemnitee’s right to seek any such adjudication or award in
arbitration.  The determination in any
such judicial proceeding or arbitration shall be made de novo and Indemnitee shall not be
prejudiced by reason of a determination (if so made) pursuant to Section 6  that Indemnitee is not entitled to indemnification or
advancement.


(b)           If a determination is made or deemed
to have been made under the terms of Section 6, or any other Section
hereunder, that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination and is precluded from asserting that such
determination has not been made or that the procedure by which such
determination was made is not valid, binding and enforceable.


(c)           If the court or arbitrator shall
determine that Indemnitee is entitled to any indemnification or payment of
Expenses hereunder, the Company shall pay all Expenses actually and reasonably
incurred by Indemnitee in connection with such adjudication or arbitration
(including, but not limited to, any appellate Proceedings).


8.             Continuation of Obligation of Company.  All agreements and obligations of the Company
contained in this Agreement shall continue during the period of Indemnitee’s
Official Capacity and shall continue thereafter with respect to any Proceedings
based on or arising out of Indemnitee’s Official Capacity.  This Agreement shall be binding upon all
successors and assigns of the Company (including any transferee of all or
substantially all of its assets and any successor by merger or operation of law)
and shall inure to the benefit of Indemnitee’s heirs, personal representatives
and estate.


9.             Notification and Defense of Claim.  Promptly after receipt by Indemnitee of
notice of any Proceeding, Indemnitee will notify the Company in writing of the
commencement thereof; but the omission so to notify the Company will not
relieve it from any liability that it may have to Indemnitee.  Notwithstanding any other provision of this
Agreement, with respect to any such Proceeding of which Indemnitee notifies the
Company:


(a)  Except as otherwise provided in this
Section 9(b), to the extent that it may wish, the Company may, separately
or jointly with any other indemnifying party, assume the defense of the
Proceeding.  After notice from the
Company to Indemnitee of its election to assume the defense of the Proceeding,
the Company shall not be liable to Indemnitee under this Agreement for any
Expenses subsequently incurred by Indemnitee except as otherwise provided
below.  Indemnitee shall have the right
to employ Indemnitee’s own counsel in such Proceeding, but the fees and
expenses of such counsel incurred after notice from the Company of its
assumption of the defense thereof shall be at the expense of Indemnitee unless
(i) the employment of counsel by Indemnitee has been authorized by the
Company, (ii) Indemnitee shall have reasonably determined that there is a
conflict of interest between the Company and Indemnitee in the conduct of the
defense of the Proceeding, and such determination is supported by an opinion of
qualified legal counsel addressed to the Company, or (iii) the Company
shall not within sixty (60) calendar days of receipt of notice from Indemnitee
in fact have employed counsel to assume the defense of the Proceeding.



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(b)  The Company shall not be entitled to assume
the defense of any Proceeding brought by or on behalf of the Company, or as to
which Indemnitee shall have made the determination provided for in subparagraph
(a)(ii) above.


(c)  Regardless of whether the Company has assumed
the defense of a Proceeding, the Company shall not be liable to indemnify
Indemnitee under this Agreement for any amounts paid in settlement of any
Proceeding effected without the Company’s written consent, and the Company
shall not settle any Proceeding in any manner that would impose any penalty or
limitation on, or require any payment from, Indemnitee without Indemnitee’s
written consent.  Neither the Company nor
Indemnitee will unreasonably withhold its consent to any proposed settlement.


(d)  Until the Company receives notice of a
Proceeding from Indemnitee, the Company shall have no obligation to indemnify
or advance Expenses to Indemnitee as to Expenses incurred prior to Indemnitee’s
notification of Company.


10.           Indemnitee’s Undertaking In Connection With A Request For
Advancement.  As a condition
precedent to the Company’s advancement of Expenses to and/or indemnification of
Indemnitee, Indemnitee shall provide the Company with (a) a written affirmation
by such person of his or her good faith belief that he or she has met the standard
of conduct necessary for indemnification under §145 of the Delaware General
Corporation Laws, and (b) an undertaking, in substantially the form attached as
Exhibit 1, by or on behalf of Indemnitee to reimburse such amount if it
is finally determined, after all appeals by a court of competent jurisdiction
that Indemnitee is not entitled to be indemnified against such Expenses by the
Company as provided by this Agreement or otherwise.  Indemnitee’s undertaking to reimburse any
such amounts is not required to be secured.


11.           Separability;
Prior Indemnification Agreements.


(a)  If any
provision of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including without
limitation, all portions of any paragraphs of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that are not by
themselves invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby, and (b) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, all portions of any paragraph of
this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as  to give effect to the
intent of the parties that the Company provide protection to Indemnitee to the
fullest enforceable extent provided for in this Agreement.


(b)  This
Agreement shall supersede and replace any prior indemnification agreements
entered into by and between the Company and Indemnitee and any such prior
agreements shall be terminated upon execution of this Agreement.



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(c)  This
Agreement shall supersede the provisions of the Company’s Bylaws regarding
indemnification and advancement of expenses, and is intended as the sole
agreement governing the rights of Indemnitee to indemnification and advancement
of expenses to Indemnitee with respect to all matters which are the subject of
this Agreement.


12.           Non-attribution
of Actions of Any Indemnitee to Any Other Indemnitee.  For purposes of determining whether
Indemnitee is entitled to indemnification or advancement of Expenses by the
Company under this Agreement or otherwise, the actions or inactions of any
other indemnitee or group of indemnitees shall not be attributed to Indemnitee.


13.           Headings; References; Pronouns.  The headings of the sections of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.  References herein to section numbers are to
sections of this Agreement.  All pronouns
and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as appropriate.


14.           Other
Provisions.


(a)           This
Agreement shall be interpreted and enforced in accordance with the laws of
Delaware.


(b)           This Agreement may be executed in one
or more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same
Agreement.  Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced
as evidence of the existence of this Agreement.


(c)           This
Agreement shall not be deemed an employment contract between the Company and
Indemnitee, and the Company shall not be obligated to continue Indemnitee in
Indemnitee’s Official Capacity by reason of this Agreement.


(d)           Upon
a payment to Indemnitee under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of Indemnitee to recover
against any person for such liability, and Indemnitee shall execute all
documents and instruments required and shall take such other actions as may be
necessary to secure such rights, including the execution of such documents as
may be necessary for the Company to bring suit to enforce such rights.


(e)           No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
parties hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.


(f)            The Company agrees to stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Agreement
and is precluded from making any assertions to the contrary.


(g)           Indemnitee’s rights under this
Agreement shall extend to Indemnitee’s spouse, members of Indemnitee’s
immediate family, and Indemnitee’s representative(s), guardian(s), 



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conservator(s),
estate, executor(s), administrator(s), and trustee(s), (all of whom are
referred to as “Related Parties”), as the case may be, to the extent a Related
Party or a Related Party’s property is subject to a Proceeding by reason of
Indemnitee’s Official Capacity.


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on and as of the day and year first above written.


	
  

  	
  The Company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
     Its

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Indemnitee

  	
   

  
					



 



 9















EXHIBIT 1


UNDERTAKING TO REPAY INDEMNIFICATION EXPENSES


I                                                                       ,
agree to reimburse the Company for all expenses paid to me by the Company for
my defense in any civil or criminal action, suit, or Proceeding, in the event,
and to the extent that it shall ultimately be determined that I am not entitled
to be indemnified by the Company for such expenses.


	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Typed Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Office

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


                                          )
ss:


Before
me
                                            ,
on this day personally appeared
                                      ,
known to me to be the person whose name is subscribed to the foregoing
instrument, and who, after being duly sworn, stated that the contents of said
instrument is to the best of his/her knowledge and belief true and correct and
who acknowledged that he/she executed the same for the purpose and
consideration therein expressed.


GIVEN
under my hand and official seal at
                ,
this
              
day of                       ,
200    .


	
  

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  



 


My commission
expires: