Exhibit 10.22


INCENTIVE STOCK OPTION AGREEMENT


TITAN
MACHINERY INC.


2005 EQUITY
INCENTIVE PLAN


THIS AGREEMENT, made effective
as of this         day of                      ,
             ,(the
“Issue Date”) 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, Participant on the date
hereof is an employee or officer of the Company or one of its Affiliates; and


WHEREAS, the Company wishes to
grant an incentive stock option to Participant to purchase 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 an incentive stock option to Participant
and has determined that, as of the effective date of this Agreement, the fair
market value of the Company’s Common Stock is  $      
per share;


WHEREAS, as a condition to
delivery of this Agreement, the Company has required that the Participant enter
into a Confidentiality and Business Interference Agreement with the Company,
and the Company and Participant agree that this Agreement is full, fair and
adequate consideration for Participant’s entering into the Confidentiality and
Business Interference Agreement;


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


1.                                      Grant of Option.  The
Company hereby grants to Participant on the date set forth above (the “Date of Grant”), the right and option (the “Option”) to purchase all or portions of an aggregate of                                 
(                )
shares of Common Stock at a per share price of $           ,
on the terms and conditions set forth herein, and subject to adjustment
pursuant to Section 12 of the Plan.  This
Option is intended to be an incentive stock option within the meaning of
Section 422, or any successor provision, of the Internal Revenue Code of 1986,
as amended (the “Code”), and the regulations
thereunder, to the extent permitted under Code Section 422(d).


2.                                      Duration and Exercisability.


a.             General.  The term during which this Option may be
exercised shall terminate on  a
date which is ten (10) years from the Issue Date (the “Expiration Date”),  except
as otherwise provided in Paragraphs 2(b) through 2(e) below.  This Option shall become exercisable
according to the following schedule:













 




	
  Vesting Date

  	
   

  	
  Percentage of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


Once the Option becomes
exercisable to the extent of any of the aggregate number of shares specified in
Paragraph 1, Participant may continue to exercise this Option with respect to
such shares under the terms and conditions of this Agreement until the
termination of the Option as provided herein. 
If Participant does not purchase upon an exercise of this Option the
full number of shares which Participant is then entitled to purchase,
Participant may purchase upon any subsequent exercise prior to this Option’s
termination such previously unpurchased shares in addition to those Participant
is otherwise entitled to purchase.


b.             Termination of Employment
(other than Termination for Cause, Disability or Death).  If Participant’s employment with the Company
or any Affiliate is terminated for any reason other than termination by the
Company for “cause,” disability, or death, this Option shall completely
terminate on the earlier of (i) the close of business on the three-month anniversary date of such termination of employment,
and (ii) the expiration date of this Option stated in Paragraph 2(a)
above.  In such period following the
termination of Participant’s employment, this Option shall be exercisable only
to the extent the Option was exercisable on the vesting date immediately
preceding such termination of employment, but had not previously been
exercised.  To the extent this Option was
not exercisable upon such termination of employment, or if Participant does not
exercise the Option within the time specified in this Paragraph 2(b), all
rights of Participant under this Option shall be forfeited.


c.             Termination of Employment
for Cause.  If Participant’s
employment with the Company or any Affiliate is terminated for “cause,” the
unexercised portion of this Option shall immediately expire, and all rights of
Participant under this Option shall be forfeited.  Solely for purposes of this Paragraph 2(c), “cause” shall mean (i) Participant being
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 Company’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.


d.             Disability.  If Participant’s employment terminates
because of disability (as defined in Code Section 22(e), or any successor
provision), this Option shall terminate on the earlier of (i) the close of
business on the twelve-month
anniversary date of such termination of employment, and (ii) the
expiration date of this Option stated in Paragraph 2(a) above.  In such period following the termination of
Participant’s employment, this Option shall be exercisable only to the extent
the Option was exercisable on the vesting date immediately preceding such
termination of employment, but had not previously been exercised.  To the extent this Option was not exercisable
upon such termination of employment, or if Participant does not exercise the
Option within the time specified in this Paragraph 2(d), all rights of
Participant under this Option shall be forfeited.



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e.             Death.  In the event of Participant’s death, this
Option shall terminate on the earlier of (i) the close of business on the
twelve-month anniversary date of such
termination of employment, and (ii) the expiration date of this Option
stated in Paragraph 2(a) above.  In such
period following Participant’s death, this Option shall be exercisable by the
person or persons to whom Participant’s rights under this Option shall have
passed by Participant’s will or by the laws of descent and distribution only to
the extent the Option was exercisable on the vesting date immediately preceding
such termination of employment, but had not previously been exercised.  To the extent this Option was not exercisable
upon the date of Participant’s death, or if such person or persons do not
exercise this Option within the time specified in this Paragraph 2(e), all
rights under this Option shall be forfeited.


3.                                      Manner of Exercise.


a.             General.  The Option may be exercised only by
Participant (or other proper party in the event of death or incapacity),
subject to the conditions of the Plan and subject to such other administrative
rules as the Administrator may deem advisable, by delivering within the Option
Period written notice of exercise to the Company at its principal office. The
notice shall state the number of shares as to which the Option is being
exercised and shall be accompanied by payment in full of the Option price for
all shares designated in the notice.  The
exercise of the Option shall be deemed effective upon receipt of such notice by
the Company and upon payment that complies with the terms of the Plan and this
Agreement.  The Option may be exercised
with respect to any number or all of the shares as to which it can then be exercised
and, if partially exercised, may be so exercised as to the unexercised shares
any number of times during the Option period as provided herein.


b.             Form of Payment.  Subject to approval by the Administrator,
payment of the option price by Participant shall be in the form of cash,
personal check, certified check or previously-acquired shares of Common Stock
of the Company, or any combination thereof. 
Any stock tendered as part of such payment shall be valued at its Fair
Market Value as provided in the Plan. 
For purposes of this Agreement, “previously-acquired shares
of Common Stock” shall have the meaning set forth in Section 8 of
the Plan.   The Administrator may, in its
discretion, permit Participant to tender such mature, previously-acquired
shares through the actual delivery of such shares or through attestation of
ownership on such forms as the Administrator may prescribe.


c.             Stock Transfer Records.  As soon as practicable after the effective
exercise of all or any part of the Option, Participant shall be recorded on the
stock transfer books of the Company as the owner of the shares purchased, and
the Company shall deliver to Participant one or more duly issued stock
certificates evidencing such ownership. 
All requisite original issue or transfer documentary stamp taxes shall
be paid by the Company.


4.                                      Miscellaneous.


a.             Employment-at-Will; Rights
as Shareholder.  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



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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.  Participant shall have no rights as a
shareholder with respect to shares subject to this Option until such shares
have been issued to Participant upon exercise of this Option.  No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property),
distributions or other rights for which the record date is prior to the date
such shares are issued, except as provided in Section 12 of the Plan.


b.             Securities Law Compliance.  The exercise of all or any parts of this
Option shall only be effective at such time as counsel to the Company shall
have determined that the issuance and delivery of Common Stock pursuant to such
exercise will not violate any state or federal securities or other laws.  Participant may be required by the Company,
as a condition of the effectiveness of any exercise of this Option, to agree in
writing that all Common Stock to be acquired pursuant to such exercise shall be
held, until such time that such Common 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.


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 any
unexercised portion of the Option (i.e., Participant shall have such “anti-dilution”
rights under the Option with respect to such events, but shall not have “preemptive”
rights).


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


e.             Withholding Taxes on
Disqualifying Disposition. 
In the event of a disqualifying disposition of the shares acquired
through the exercise of this Option, Participant hereby agrees to inform the
Company of such disposition.  Upon notice
of a disqualifying disposition, the Company may take such action as it deems
appropriate to insure that, if necessary to comply with all applicable federal
or state income tax laws or regulations, all applicable federal and state
payroll, income or other taxes are withheld from any amounts payable by the
Company to Participant.  If the Company
is unable to withhold such federal and state taxes, for whatever reason,
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.  Participant may, subject to the
approval and discretion of the Administrator or such administrative rules it
may deem advisable, elect to have all or a portion of such tax withholding obligations
satisfied by delivering shares of the Company’s Common Stock having a fair
market value equal to such obligations.



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f.              Nontransferability.  During the lifetime of Participant, the
accrued Option shall be exercisable only by Participant or by the Participant’s
guardian or other legal representative, and shall not be assignable or
transferable by Participant, in whole or in part, other than by will or by the
laws of descent and distribution.


g.             2005 Equity Incentive Plan.  The Option 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 Option 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,
except as the Plan otherwise provides.


h.             Lockup Period Limitation.  Participant agrees that in the event the
Company advises Participant that it plans an underwritten public offering of
its Common Stock in compliance with the Securities Act of 1933, as amended, and
that the underwriter(s) seek to impose restrictions under which certain
shareholders may not sell or contract to sell or grant any option to buy or
otherwise dispose of part or all of their stock purchase rights of the
underlying Common Stock, Participant hereby agrees that for a period not to
exceed 180 days from the prospectus, Participant will not sell or contract to
sell or grant an option to buy or otherwise dispose of this option or any of
the underlying shares of Common Stock without the prior written consent of the
underwriter(s) or its representative(s).


i.              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 have the
right to (i) accelerate the exercisability of this Option and the date on which
this Option must be exercised, provided that the Company gives Participant 15
days’ prior written notice of such acceleration, and (ii) cancel any portion of
this Option or any other option granted to Participant pursuant to the Plan
which is not exercised prior to or contemporaneously with such public
offering.  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.


j.              Accounting Compliance.  Participant agrees that, in the event of a
merger, reorganization, liquidation or other “transaction” as defined in
Section 12 of the Plan, 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.


k.             Stock Legend.  The Administrator may require that the
certificates for any shares of Common Stock purchased by Participant (or, in
the case of death, Participant’s successors) shall bear an appropriate legend
to reflect the restrictions of Paragraph 4(b) and Paragraphs 4(h) through 4(j)
of this Agreement; provided, however, that failure to so endorse any of
such certificates shall not render invalid or inapplicable Paragraph 4(j).



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k.             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
Paragraph 2 or Paragraph 4(f) above.


l.              Additional
Transfer Restrictions and Rights.  Exhibit A attached hereto sets forth
additional transfer restrictions and rights applicable to the shares of Stock
issued or issuable to Participant under this Agreement.  Notwithstanding anything
to the contrary in this Agreement, the Company expressly reserves the right to
amend this Agreement without Participant’s consent to the extent necessary or
desirable to comply with Code Section 409A, and the regulations, notices and
other guidance of general applicability issued thereunder.



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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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EXHIBIT A


I.                                        Right
of First Refusal.


A.                                   Notice
to Company.  Participant shall
not sell, assign, give, bequest or otherwise transfer or dispose of any shares
of Common Stock acquired through the exercise of this Option without first
giving written notice to the Company of Participant’s intent to sell, transfer
or otherwise dispose of such Stock.  Such
notice shall specify the number of shares of Common Stock that Participant
intends to sell or transfer.  The Company
shall have the right to repurchase all, but not part, of such Stock at any time
within thirty (30) days after the date it receives such notice of sale at a
price determined pursuant to Section I(C) below.


B.                                   Exercise
of First Refusal Right.


1.             The Company shall notify Participant, in writing, of the
Company’s exercise of its right to repurchase the Stock specified in
Participant’s notice of sale or other transfer. 
Such notice shall be signed by the President of the Company.


2.             As promptly as practicable after the Company’s exercise
of its right to repurchase the Stock specified in the Participant’s notice, the
Company shall deliver to Participant a lump-sum cash payment equal to the
purchase price determined under Section I(C) below, and Participant shall
deliver the stock certificates representing such Stock, properly endorsed for
transfer in blank, to the Company for cancellation.


3.             If the Company notifies Participant, in writing, that
the Company will not exercise its right to repurchase the Stock specified in
Participant’s notice, or if the Board fails to exercise the Company’s right to
repurchase such Stock during the thirty-day period described above, the Company’s
right to repurchase such Stock will lapse and Participant shall have the right
to sell or transfer the Stock specified in Participant’s notice for a period of
sixty (60) days thereafter, subject to any restrictions imposed by applicable
securities laws.  If Participant does not
sell or transfer such Stock within this sixty-day period, all of the provisions
of this Section I shall again apply.


4.             If the Company notifies Participant, in writing, that
the Company will not exercise its right to repurchase the Stock specified in
Participant’s notice, or if the Company fails to exercise the Company’s right
to repurchase such Stock during the thirty-day period described above, and such
Stock is subsequently sold or otherwise transferred, the restrictions contained
in this Section I shall not apply to the Stock so transferred; provided,
however, the purchaser or transferee shall be subject to all restrictions that
generally apply to shareholders of the Company, including but not limited to
restrictions on the pledge,
encumbrance, sale, assignment, transfer, gift, or disposition of any Stock.


C.                                   Purchase Price for Stock.  If the Company exercises its right to
repurchase the Stock specified in Participant’s notice, the Company shall pay
Participant an amount equal to the price offered in the proposed transaction
giving rise to such right of repurchase, provided,



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however, that if such proposed transaction is not a
bona fide sale on arms-length terms, then the Company shall pay Participant an
amount equal to the Fair Market Value of the Company’s Common Stock, as defined
in the Plan.


II.                                    Right to Repurchase Upon Termination of Employment.


A.            Termination of Employment.  Upon termination of Participant’s employment
for any reason, including disability or death, the Company shall have the right
and option purchase all, but not part, of the shares of Stock owned by
Participant as of the date of such termination (the “Termination Call”). 
If the Company wishes to exercise the Termination Call, the Company
shall notify Participant (or, in the event of Participant’s death, the legal
representatives of Participant’s estate), in writing, of the Termination Call
within 120 days after termination of Participant’s employment for any reason.


B.            Exercise of Termination Call.  
Within ninety (90) days after exercise of the Termination Call, the
Company shall deliver to Participant a lump-sum cash payment equal to the
purchase price determined under Section II(C) below, and Participant shall
deliver the stock certificates representing such Stock, properly endorsed for
transfer in blank, to the Company for cancellation.


C.            Purchase Price.  The Company shall pay Participant an amount
equal to the Fair Market Value of the Company’s Common Stock, as defined in the
Plan, as of the date of Participant’s termination of employment.


D.            Exercise of Participant’s Option.  If Participant proposes to exercise the
Participant’s Option after termination of Participant’s employment for any
reason, and subject to Participant’s payment of option price, notwithstanding
anything to the contrary set forth in this Agreement, the Company may defer
issuance of the stock certificate representing the shares subject to
Participant’s option so purchased by Participant until after expiration of the
period for exercise of the Termination Call, and if the Company exercises the
Termination Call, the Company shall not be obligated to issue the stock
certificate.


III.                                 General.


A.            Stock Legend.  The
Administrator may require that the certificates for any shares of Common Stock
purchased by Participant (or, in the case of death, Participant’s successors)
shall bear an appropriate legend to reflect the restrictions of this Exhibit; provided,
however, that failure to so endorse any of such certificates shall not render
invalid or inapplicable this Exhibit.


B.            Termination of Exhibit.  This Exhibit shall terminate upon the
earliest to occur of (i) written notice of termination by the Company to the
Participant, and (ii) a registered public offering of the Company’s Common
Stock.



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