EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made this 5th day of September, 2018, by and between TITAN MACHINERY INC., a Delaware corporation (the “Company”) and Bryan J. Knutson (“you”).
NOW, THEREFORE, the parties agree as follows:
1.Employment. The Company agrees to continue to employ you and you agree to continue to be employed as the Chief Operating Officer (“COO”) consistent with the terms and conditions set forth in this Agreement.
2.Term. Unless terminated by either party as provided in this Agreement, the term of your employment as COO of the Company under this Agreement shall be for a rolling three-year period (the “Term”) as follows: the initial term shall commence on the date hereof (“Effective Date”) and end on January 31, 2021, which end date shall be automatically extended by one year on each February 1st. Thus, for example, on February 1, 2019, the end date shall be extended to January 31, 2022, and on February 1, 2020, the end date shall be extended to January 31, 2023. Such automatic extensions shall continue unless either party provides the other with written notice terminating the automatic extensions prior to August 1 of any year.
3.Responsibilities. During your employment with the Company as COO, you will report to the Chief Executive Officer of the Company (the “CEO”) and will be responsible for overall operations for the Ag and CE Divisions. 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 further agree to make yourself available as needed, in a timely manner, to address business issues that may arise. 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 CEO at least annually.
4.Representations. By signing this Agreement, 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 COO.
5.Base Salary. You will be paid a base salary as recommended by the CEO and approved by the Compensation Committee of the Board (the “Committee”). Your base salary will be reviewed annually, and may be adjusted upward from time to time but will not be reduced without your consent.
6.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, based upon a target percentage of your annual base salary at the rate in effect at the close of the fiscal year. Performance objectives
will be established by the Committee for each fiscal year. Any annual incentive bonus earned for a fiscal year will be paid to you within two and one-half (2½) months after the end of such fiscal year.
7.Long-Term Equity Incentive. On approximately June 1 of each year that this Agreement is in effect, or such other date as determined by the Committee, you may be entitled to receive an award of restricted stock and/or performance based restricted stock units as approved by the Committee. Each award shall be granted in accordance with the terms of the Company’s Equity Grant Policy, and will be subject to such terms (including, without limitation, vesting, risk of forfeiture, or similar terms) as shall be recommended by the CEO and approved by the Committee.
8.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.
9.Paid Time Off. During your employment with the Company, you will receive paid time off (“PTO”) in accordance with the policies and practices of the Company. PTO shall be taken at such times so as not to unduly disrupt the operations of the Company. While away from the office, you agree that business issues may arise that require your attention, whether remotely or in person.
10.Office Location. Your employment will be based at the Company’s headquarters in West Fargo, North Dakota. Regular travel will be required in the course of performing your duties and responsibilities as COO.
11.Termination. You may terminate the employment relationship during the Term with at least 60 days’ written notice. The Company may terminate the employment relationship during the Term for Cause at any time with written notice, subject to compliance with the procedures herein, or without Cause with at least 60 days’ written notice. 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 and any of its affiliates.