Exhibit 10.24


RESTRICTED STOCK AGREEMENT


TITAN
MACHINERY INC.


2005 EQUITY INCENTIVE PLAN


THIS
AGREEMENT, made effective as of this        
day of                      ,
2005, by and between Titan Machinery Inc., a North Dakota corporation (the “Company”), and                                           
(“Participant”).


W I T N E S S E T H:


WHEREAS,
the Participant on the date hereof is a key employee or officer of the Company
or one of its Affiliates; and


WHEREAS,
the Company wishes to grant a restricted stock award to Participant for shares
of the Company’s Common Stock pursuant to the Company’s 2005 Equity Incentive
Plan (the “Plan”); and


WHEREAS,
the Administrator of the Plan has authorized the grant of a restricted stock
award to the Participant;


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:


1.                                      Grant of Restricted Stock Award.


a.             The Company hereby grants to
Participant on the date set forth above (the “Date of
Award”) a restricted stock award (the “Award”)
for                                            
(              )
shares of Common Stock (the “Stock”) on the
terms and conditions set forth herein, and subject to adjustment pursuant to
Section 12 of the Plan.


b.             The Company shall cause to be
issued a stock certificate representing such shares of Stock in the Participant’s
name, and shall deliver such certificate to the Participant; provided, however,
that the Company shall place a legend on such certificate describing the risks
of forfeiture and other transfer restrictions set forth in this Agreement and
providing for the cancellation and return of such certificate if such shares of
Common Stock are forfeited as provided in Section 2 below.  Until such risks of forfeiture have lapsed or
the shares subject to this Award have been forfeited pursuant to Section 2
below, the Participant shall be entitled to vote the shares represented by such
stock certificates and shall receive all dividends attributable to such shares,
but the Participant shall not have any other rights as a shareholder with
respect to such shares.


2.                                      Vesting of Restricted Stock.


a.              The shares of Stock subject to
this Award shall remain forfeitable until the vesting dates set forth below:













 




	
  Vesting Date

  	
   

  	
  Percentage
  of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


If the Participant’s
employment with the Company is terminated for any reason, including the
Participant’s voluntary resignation or retirement but excluding termination by
the Company without “cause,” at any time prior to the vesting date for the
Award, the Participant shall immediately forfeit all shares of Stock subject to
this Award.  If the Participant’s
employment is terminated by the Company without “cause” prior to the vesting
date for this Award, all risks of forfeiture on the shares of Stock subject to
this Award shall immediately lapse.


b.             Solely for purposes of this Paragraph 2(b), “cause” shall mean (i) Participant charged with a felony or
convicted of any criminal misdemeanor or more serious
act; (ii) any intentional and/or willful act of fraud or dishonesty by
Participant related to or connected with Participant’s employment by the
Company or any of its Affiliates; (iii) the willful and/or continued failure,
neglect or refusal by Participant to perform his or her employment duties with
the Company or any of its Affiliates, (iv) a material violation of the
Participant’s or an Affiliate’s policies or codes of conduct; or (v) the
willful and/or material breach by Participant of any agreement between
Participant and the Company or any of its Affiliates, including but not limited
to an employment agreement or a noncompetition agreement.


3.                                      Miscellaneous.


a.             Employment-at-Will.  This Agreement shall not confer on
Participant any right with respect to continuance of employment by the Company
or any of its Affiliates, nor will it interfere in any way with the right of
the Company to terminate such employment. 
Participant’s employment relationship with the Company and its
Affiliates shall be employment-at-will, and nothing in this Agreement shall be
construed as creating an employment contract for any specified term between
Participant and the Company or any Affiliate.


b.             Securities Law Compliance.  Participant shall not transfer or otherwise
dispose of the shares of Stock received pursuant to this Agreement until such
time as counsel to the Company shall have determined that such transfer or
other disposition will not violate any state or federal securities laws.  The Participant may be required by the
Company, as a condition of the effectiveness of this restricted stock award, to
agree in writing that all Stock subject to this Agreement shall be held, until
such time that such Stock is registered and freely tradable under applicable
state and federal securities laws, for Participant’s own account without a view
to any further distribution thereof, that the certificates for such shares
shall bear an appropriate legend to that effect and that such shares will be
not transferred or disposed of except in compliance with applicable state and
federal securities laws.



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c.             Mergers, Recapitalizations,
Stock Splits, Etc.  Pursuant
and subject to Section 12 of the Plan, certain changes in the number or
character of the Common Stock of the Company (through sale, merger,
consolidation, exchange, reorganization, divestiture (including a spin-off),
liquidation, recapitalization, stock split, stock dividend or otherwise) shall
result in an adjustment, reduction or enlargement, as appropriate, in
Participant’s rights with respect to the shares of Stock subject to this
Agreement.


d.             Shares Reserved.  The Company shall at all times during the
term of this Agreement reserve and keep available such number of shares as will
be sufficient to satisfy the requirements of this Agreement.


e.             Withholding Taxes.  In order to permit the Company to comply with
all applicable federal or state income tax laws or regulations, the Company may
take such action as it deems appropriate to insure that, if necessary, all
applicable federal or state payroll, income or other taxes are withheld from
any amounts payable by the Company to the Participant.  If the Company is unable to withhold such
federal and state taxes, for whatever reason, the Participant hereby agrees to
pay to the Company an amount equal to the amount the Company would otherwise be
required to withhold under federal or state law.


f.              2005 Equity Incentive Plan.  The Award evidenced by this Agreement is
granted pursuant to the Plan, a copy of which Plan has been made available to
Participant and is hereby incorporated into this Agreement.  This Agreement is subject to and in all
respects limited and conditioned as provided in the Plan.  The Plan governs this Agreement, and, in the
event of any questions as to the construction of this Agreement or in the event
of a conflict between the Plan and this Agreement, the Plan shall govern.


g.             Blue Sky Limitation.  Notwithstanding anything in this Agreement to
the contrary, in the event the Company makes any public offering of its
securities and determines, in its sole discretion, that it is necessary to
reduce the number of issued but unexercised stock purchase rights so as to
comply with any state securities or Blue Sky law limitations with respect
thereto, the Board of Directors of the Company shall accelerate the vesting of
this restricted stock award, provided that the Company gives Participant 15
days’ prior written notice of such acceleration.  Notice shall be deemed given when delivered
personally or when deposited in the United States mail, first class postage
prepaid and addressed to Participant at the address of Participant on file with
the Company.


h.             Accounting Compliance.  Participant agrees that, if a merger,
reorganization, liquidation or other “transaction” as defined in Section 12 of
the Plan occurs, and Participant is an “affiliate” of the Company or any
Affiliate (as defined in applicable legal and accounting principles) at the
time of such transaction, Participant will comply with all requirements of Rule
145 of the Securities Act of 1933, as amended, and the requirements of such
other legal or accounting principles, and will execute any documents necessary
to ensure such compliance.


i.              Stock Legend.  The
Administrator may require that the certificates for any shares of Common Stock
issued to Participant (or, in the case of death, Participant’s successors)



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shall bear an appropriate legend to reflect the
restrictions of this Agreement; provided, however, that failure to so
endorse any of such certificates shall not render invalid or inapplicable
provisions of this Agreement.


j.              Scope of Agreement.  This Agreement shall bind and inure to the
benefit of the Company, its Affiliates and its successors and assigns and
Participant and any successor or successors of Participant permitted by this
Agreement.



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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first above written.


	
   

  	
   

  	
  TITAN MACHINERY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participant

  
						



 



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