Employment Agreement Between Manitex International, Inc. And Andrew M. Rooke

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this " Agreement" ) is made this 28th day of May, 2009, (the " Effective Date" ) by and between Andrew M. Rooke (" Employee" ) and Manitex International, Inc. a Michigan corporation, whose address is 7402 W. 100 th Place, Bridgeview, Illinois 60455 (the " Company" ). RECITALS

WHEREAS , the Company is engaged in the business of the design, manufacturing, and sale of specialty equipment (the " Business" ).

WHEREAS , the Company desires to employ Employee as its President and Chief Operating Officer (" COO" ), and Employee desires to be employed by the Company, upon the terms and conditions set forth in this Agreement. NOW, THEREFORE , in consideration of the mutual covenants and obligations contained herein, and intending to be legally bound, the parties, subject to the terms and conditions set forth herein, agree as follows:

TERMS 1. Employment Term . Subject to the terms and conditions set forth herein, the Company agrees to employ Employee, and Employee hereby accepts employment, as the President and COO of the Company and its subsidiaries, or a similar executive position (the " Position" ), for a term commencing on June 15, 2009 (the " Commencement Date" ) and ending on June 15, 2012 (the " Employment Term" ) unless otherwise terminated under this Agreement. The Employment Term will automatically extend for successive periods of one year at the end of the then current Employment Term unless either the Company or Employee notifies the other in writing (a " Non-Renewal Notice" ) of the expiration of the Employment Term at least 90 days prior to the end of the then current Employment Term. Employee and the Company agree that Employee' s employment with the Company constitutes " at-will" employment. Employee and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to the other party, with or without good cause or for any or no cause, at the option either of the Company or Employee. However, as described in this Agreement, Employee may be entitled to severance benefits depending upon the circumstances of Employee' s termination of employment. 2. Duties . During the Term, Employee shall serve the Company faithfully and to the best of Employee' s ability, shall devote Employee' s full attention, skill and efforts to the performance of the duties of the Position. Employee shall report to the Company' s Board of Directors. Employee will render such business and professional services in the performance of his duties, consistent with Employee' s position within the Company, as will reasonably be assigned to him by the Board. During the Employment Term, Employee will devote Employee' s full business efforts and time to the Company and will use good faith efforts to discharge

Employee' s obligations under this Agreement to the best of Employee' s ability. For the duration of the Employment Term, Employee agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Board; provided, however that Employee may, without the approval of the Board, serve in any capacity with any civic, educational, or charitable organization, provided such services do not interfere with Employee' s obligations to Company.

3. Other Business Activities . During the Employment Term, other than as provided in Section 2 above, Employee will not engage in any other business activities or pursuits which are contrary to Employee' s responsibilities and obligations pursuant to this Agreement.

4. Compensation . a. Base Salary . As of the Effective Date, the Company will pay Employee an annual salary of $275,000 as compensation for his services (such annual salary, as is then effective, to be referred to herein as " Base Salary" ). The Base Salary will be paid periodically in accordance with the Company' s normal payroll practices and be subject to the usual, required withholdings. Employee' s salary will be reviewed annually by the Compensation Committee of the Board, or any successor thereto (the " Committee" ) at the beginning of each year on or about June 1, and adjustments may be made at the discretion of the Committee.

b. Annual Incentive . Employee will be eligible to receive annual cash incentives payable for the achievement of performance totals established by the Committee. The actual earned annual cash incentive, if any, payable to Employee for any performance period will depend upon the extent to which the applicable performance goal(s) specified by the Committee are achieved and will be decreased or increased accordingly. All payment of Annual Incentive shall be subject to normal and customary withholdings.

5. Benefits . Employee shall be entitled to those employee benefits which the Company from time to time generally make available to employees and/or Employees (" Benefits" ) pursuant to the terms and conditions of the Company' s benefit plans and/or policies. The Benefits shall initially include, without limitation:

a. Medical, dental, vision, and life and disability insurance and such other benefits as the Company may determine from time to time.

b. Incentive, savings and retirement plans, practices, policies and programs applicable to Employees of the Company, including 401(k), and stock matching.

c. Paid vacation time in accordance with the plans, practices, policies and programs applicable to Employees of the Company at four weeks for each calendar year.

d. Monthly reimbursement of any country club and/or private club dues up to $1,000 per month (excluding initiation fees).

6. Reimbursement of Business Expenses . Subject to such conditions as the Company may from time to time determine, Employee shall be reimbursed for ordinary and reasonable documented expenses incurred by Employee in the performance of Employee' s duties under this Agreement. In addition, Employee shall be entitled to a monthly automobile expense in the amount of One Thousand Dollars ($1,000). Employee shall also be reimbursed for cellular telephone and personal data assistant costs and expenses as well as customary expenses relating to professional activities. 7. Confidentiality . Employee recognizes and acknowledges that the Confidential Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during the Term and for a period the greater of two years or when Employee no longer received compensation or Severance hereunder, Employee shall not, without the prior written consent of the Company, for any reason, either directly or indirectly divulge to any third party or use for Employee' s own benefit or for any purpose other than the exclusive benefit of the Company any confidential, proprietary, business or technical information or trade secrets of the Company or of any subsidiary or affiliate of the Company (" Confidential Information" ) revealed, obtained or developed in the course of Employee' s employment with the Company. Such Confidential Information shall include, but shall not be limited to, the intangible personal property described in Section 8.b hereof, any information relating to methods of production, manufacture, service, research, specifications, computer codes, business, marketing and sales techniques and concepts, other data and materials used in performing the Employee' s duties (other than his personal contact list), costs, business studies, finances, marketing data, plans and efforts, the terms of contracts and agreements with customers, contractors and suppliers, litigation strategy and other Confidential Information relating to litigation, the Company' s relationship with actual and prospective customers, contractors and suppliers and the needs and requirements of, and the Company' s course of dealing with, any such actual or prospective customers, contractors and suppliers, personnel information, and any other materials that have not been made available to the industry; provided, that nothing herein contained shall restrict Employee' s ability to make such disclosures during the course of Employee' s employment as may be necessary or appropriate to the effective and efficient discharge of the duties required by or appropriate for Employee' s Position or as such disclosures may be required by law; and further provided, that nothing herein contained shall restrict Employee from divulging or using for Employee' s own benefit or for any other purpose any Confidential Information that is readily available to the general public so long as such information did not become available to the general public as a direct or indirect result of Employee' s breach of this Section 7. 8. Inventions and Property .

a. Title to Proprietary Information . All right, title and interest in and to proprietary information shall be and remain the sole and exclusive property of the Company. During the Term, Employee shall not remove from the Company' s offices or premises any documents, records, notebooks, files, correspondence, reports, memoranda or similar materials of, or containing, proprietary or Confidential Information or other materials or property of any kind belonging to the Company, unless necessary or appropriate in accordance with the duties and responsibilities required by or appropriate for Employee' s position, and, in the event that such materials or property are removed, all of the foregoing shall be returned to their proper files or places of safekeeping as promptly as possible after the removal.

b. Development of Intellectual Property . i. Employee agrees that all right, title and interest in and to any innovations, designs, systems, analyses, ideas for sales and marketing programs, customer contacts, and all copyrights, patents, trademarks and trade names, or similar intangible personal property which have been or are developed or created in whole or in part by Employee (A) at any time and at any place during Employee' s employment with the Company and which, in the case of any or all of the foregoing, are related to and used in connection with the Business or any other business of the Company, (B) as a result of tasks assigned to Employee by the Company or (C) from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (collectively, the " Intellectual Property" ), shall be and remain forever the sole and exclusive property of the Company. Employee shall promptly disclose to the Company all Intellectual Property and Employee shall have no claim for additional compensation for the Intellectual Property. ii. Employee acknowledges that all the Intellectual Property that is copyrightable shall be considered a work made for hire under United States Copyright Law. To the extent that any copyrightable Intellectual Property may not be considered a work made for hire under the applicable provisions of the United States Copyright Law, or to the extent that, notwithstanding the foregoing provisions, Employee may retain an interest in any Intellectual Property that is not copyrightable, Employee hereby irrevocably assigns and transfers to the Company any and all ...