Exhibit
10.23


NONQUALIFIED
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 a key employee or officer of the Company or one of its Affiliates;
and


WHEREAS, the Company wishes to
grant a nonqualified 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 a nonqualified 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 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 a nonqualified stock option and will not be treated as 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.


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(f) or Paragraph 5 below.  This Option
shall become exercisable according to the following schedule:













 




	
  Vesting Date

  	
   

  	
  Percentage
  of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


(ii)           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, Retirement, 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,” retirement, 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.             Retirement.  If Participant’s employment with the Company
or any Affiliate terminates because of retirement, this Option shall terminate
on the earlier of (i)                                 ,
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 fully exercisable
to the extent of 100% of the aggregate number of shares specified in Paragraph
1, minus any shares previously purchased. 
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.  Solely for purposes of this
Paragraph 2(d), “retirement” means termination on or after attaining age 65 and
completing at least ten (10) years of service with the Company or any
Affiliate.



 2
 









e.             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)                                         ,
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 fully exercisable
to the extent of 100% of the aggregate number of shares specified in Paragraph
1, minus any shares previously purchased. 
If Participant does not exercise the Option within the time specified in
this Paragraph 2(e), all rights of Participant under this Option shall be
forfeited.


f.              Death.   In the event of
Participant’s death, this Option shall terminate on the earlier of (i)                                 ,
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 to the extent of 100% of the
aggregate number of shares specified in Paragraph 1, minus any shares previously
purchased.  If such person or persons do
not exercise this Option within the time specified in this Paragraph 2(f), 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 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.



 3
 









4.                                      Miscellaneous.


a.             Employment-at-Will; Rights
as Shareholder.  This
Agreement shall not confer on Participant any right with respect to the
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.  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.  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.



 4
 









Subject to such rules as the Administrator may adopt, the Administrator
may, in its sole discretion, permit Participant to satisfy such withholding tax
obligations, in whole or in part (i) by delivering shares of Common Stock of
having an equivalent fair market value, or (ii) by electing to have the Company
withhold shares of Common Stock otherwise issuable to Participant having a fair
market value equal to the minimum amount required to be withheld for tax
purposes.  Participant’s election to have
shares withheld for purposes of such withholding tax obligations shall be made
on or before the date that triggers such obligations or, if later, the date that
the amount of tax to be withheld is determined under applicable tax law.  Participant’s election shall be approved by
the Administrator and otherwise comply with such rules as the Administrator may
adopt to assure compliance with Rule 16b-3 or any successor provision, as then
in effect, of the General Rules and Regulations under the Securities and
Exchange Act of 1934, if applicable.


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. 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.



 5
 









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).


l.              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.


m.            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.



 6
 









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

  
						



 



 7
 









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,



 8
 









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.



 9