Exhibit
        10.3

    

     

    EMPLOYMENT
      AGREEMENT

     

    AGREEMENT,
      dated as of the 31st
      day of
      October, 2008, by and between Essex Crane Rental Corp., a Delaware corporation
      (the “Company”), Hyde Park Acquisition Corporation, a Delaware corporation
      (“Hyde Park”), and William L. Erwin (“Employee”).

     

    WHEREAS
      the Company is an indirect, majority-owned subsidiary of Hyde Park;

     

    WHEREAS
      the Company is engaged in the business of purchasing, selling, leasing or other
      provision of new and used cranes (but excluding the manufacturing of cranes)
      (the “Business”); and

     

    WHEREAS
      Employee shall serve as Vice President Operations and Customer Support of the
      Company, and Employee and the Company are desirous of formalizing their
      understanding for Employee’s employment, all upon the terms and subject to the
      conditions hereinafter provided.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, the parties hereto, intending to be legally bound, agree as
      follows:

     

    1. Employment.

     

    The
      Company agrees to employ Employee, and Employee agrees to be employed by the
      Company, upon the terms and subject to the conditions of this
      Agreement.

     

    2. Term.

     

    The
      term
      of Employee’s employment under this Agreement (the “Term”)
      shall
      commence on the date hereof (the “Commencement
      Date”)
      and
      shall continue until the earlier of (i) the third anniversary of the
      Commencement Date and (ii) such earlier date on which the Term is
      terminated pursuant to Section 5. Unless sooner terminated in accordance
      with Section 5, the Term shall automatically be renewed and extended for
      successive periods of one (1) year unless either party hereto shall have
      notified the other party hereto in writing that such extension shall not take
      effect at least 90 days prior to the end of the initial Term or of any
      extension.

     

    3. Duties.

     

    During
      the Term, the Company shall employ the Employee and the Employee shall serve
      the
      Company as its Vice President Operations and Customer Support. Subject to the
      authority and direction of the Chief Executive Officer and the Board of
      Directors of the Company (the “Board” or “Board of Directors”), the Employee
      shall have the duties, authorities and responsibilities for the operations
      function of the Company, including, without limitation, purchasing, machinery,
      fleet management, equipment, service support and yard operations, and shall
      perform such other duties and exercise such other authorities commensurate
      with
      Employee’s position which are or from time to time may be delegated to him by
      the Chief Executive Officer or the Board of Directors or the Company Bylaws,
      all
      in accordance with basic policies as established by and subject to the oversight
      of the Board. The principal location of Employee’s employment shall be at the
      Company’s executive office located in Buffalo Grove, Illinois. Employee shall
      devote his entire working time to the affairs of the Company and shall
      faithfully and to the best of his ability perform his duties hereunder.
      Notwithstanding the foregoing, nothing herein shall prohibit Employee from
      (i) engaging in personal investment activities for himself and his family
      that do not give rise to any conflict of interests with the Company or its
      affiliates; (ii) subject to prior approval of the Board of Directors,
      acting as a director or in a similar role for an entity unrelated to the Company
      if such role does not give rise to any conflict of interests with the Company
      or
      its affiliates; and (iii) engaging in charitable and civic activities, in
      each case and collectively to an extent that does not materially interfere
      with
      the performance of Employee’s duties for the Company hereunder.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4. Compensation
      and Benefits.

     

    (a) The
      Company shall pay to Employee a base salary (the “Base
      Salary”)
      at a
      rate of $184,000 per annum, payable in accordance with the Company’s payroll
      practices for its executive employees. On each anniversary of the Commencement
      Date or such other appropriate date as may be agreed by the parties during
      the
      Term, the Company shall review the Base Salary and determine if, and by how
      much, the Base Salary should be increased. Employee’s Base Salary in effect from
      time to time may not be decreased without Employee’s consent. 

     

    (b) The
      Company and Hyde Park have committed to grant an aggregate number of stock
      options to senior executives of the Company representing the right to purchase
      not less than ten percent of the number of shares of stock of Hyde Park issued
      and outstanding as of the closing date of Hyde Park’s acquisition of the
      majority of the equity securities of Essex Holdings LLC (the “Closing Date”).
      The Company shall commission a study to be performed by Towers Perrin (or
      another nationally recognized senior executive consulting firm as mutually
      agreed to by the parties) of equity grants for senior executives of a comparable
      group of companies. Employee shall be granted options to purchase shares of
      common stock of Hyde Park in such number and on such terms and conditions as
      determined by the Compensation Committee in accordance with Hyde Park’s 2008
      Long Term Incentive Plan, which terms shall be no less favorable to Employee
      than the terms of grants in the top quartile of senior executives as set forth
      in such study. Any additional grants of options, restricted stock, share
      appreciation rights or similar incentive arrangements will be at the discretion
      of the Compensation Committee of Hyde Park.

     

    (c) For
      each
      calendar year ending during the Term, in addition to Base Salary, Employee
      shall
      be entitled to receive a cash bonus (“Bonus”) which consists of a percentage of
      the bonus pool set forth in Exhibit A which shall be no less than such
      percentage applied in the most recent prior year. The Bonus will be paid by
      March 15 of the year following the year to which the Bonus relates (e.g.,
      the Bonus for calendar year 2008 will be paid by March 15,
      2009).

     

    (d) During
      the Term, Employee shall be entitled to participate in those retirement plans,
      deferred compensation plans, group insurance, life, medical, dental, disability
      and other benefit plans of the Company at the same level as those benefits
      are
      provided by the Company from time to time to other senior executives of the
      Company. Also, during the Term, Employee shall be entitled to fringe benefits
      and perquisites at the same level as those benefits are provided by the Company
      from time to time to other senior executives of the Company generally.


    
      
         

      

      
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    (e) The
      Company shall promptly pay to Employee the approved reasonable expenses incurred
      by him in the performance of his duties hereunder in accordance with the
      Company’s policies in effect from time to time, including, without limitation,
      those incurred in connection with business related travel or entertainment,
      or,
      if such expenses are paid directly by the Employee, shall promptly reimburse
      him
      for such payment, provided that Employee provides proper documentation thereof
      in accordance with the Company’s policy. The Company acknowledges that Employee
      shall commute throughout the Term from his residence in Winter Springs, Florida,
      or such other location, to the Company’s facilities, including the Company’s
      executive office located in Buffalo Grove, Illinois. The Company shall pay
      Employee’s reasonably incurred commuting expenses consistent with past practices
      in addition to the automobile lease allowance and expenses provided in
      Section 4(f).

     

    (f) Effective
      as of the Commencement Date, Employee shall be entitled to fifteen (15) days
      of
      paid vacation in any full calendar year. On each anniversary of the Commencement
      Date, Employee shall be entitled to one additional day of paid vacation
      effective as of the next succeeding calendar year (e.g., on the second
      anniversary of the Commencement Date, Employee shall be entitled to seventeen
      (17) days of vacation in the next succeeding calendar year), capped at a maximum
      of twenty (20) days of paid vacation per annum.

     

    (g) During
      the Term, Employee shall be entitled to lease an automobile at a maximum monthly
      cost of not more than $750 and to reimbursement of all related expenses related
      to the business use of such automobile.

     

    (h) Company
      shall pay the reasonable costs of Employee’s memberships in work-related
      professional organizations as are appropriate for one in Employee’s position
      with the Company.

     

    (i) Reserved

     

    (j) During
      the Term, the Company shall pay Employee the cost of maintaining his existing
      fifteen (15) year term life insurance policy. In addition, Employee shall be
      entitled to receive an additional payment (a “Gross-Up Payment”) in an amount
      such that after payment by Employee of all taxes related to the Company’s
      payment of the insurance premium, Employee retains an amount of the Gross-Up
      Payment equal to the tax imposed. Payment made to Employee pursuant to this
      paragraph shall occur as soon as administratively feasible following Employee’s
      payment of the insurance premium and taxes.

     

    (k) The
      Company may, at its discretion, subscribe for and maintain, on behalf of the
      Company, life insurance or key-man insurance with respect to Employee in such
      amount and upon such terms or conditions as the Company may deem reasonable.
      Employee shall cooperate with the Company in connection with the obtaining
      of
      any such policies, including, without limitation, the submission to physical
      examination and blood testing by a physician or other medical professional
      selected by the Company. The proceeds of such insurance policies will be owned
      by the Company, and neither the Employee nor his heirs will have any rights
      therein or claims thereto.


    
      
         

      

      
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    5. Termination.

     

    Employee’s
      employment hereunder shall be terminated as of the applicable Termination Date
      upon Employee’s death or Disability, upon expiration of the Term in the event of
      delivery by either party of a notice of non-renewal pursuant to Section 2,
      termination by the Company without Cause or upon Employee’s voluntarily leaving
      the employ of the Company without Good Reason, and may also be terminated as
      of
      the applicable Termination Date by delivery of a Notice of Termination
      (i) by the Company for Cause or (ii) by Employee for Good Reason, with
      each such term defined as follows:

     

    (a) For
      Cause.
      A
      termination for “Cause”
is
      a
      termination evidenced by a resolution adopted by the Board after finding in
      good
      faith that Employee has:

     

    (i) engaged
      in gross negligence or willful misconduct in connection with or arising out
      of
      the performance of his duties hereunder and such negligence or misconduct has
      not been cured (if curable) within a period of thirty (30) days after the
      Company has given written notice to Employee;

     

    (ii) been
      under the influence of drugs (other than prescription medicine or other
      medically-related drugs to the extent that they are taken in accordance with
      their directions) during the performance of his duties under this
      Agreement;

     

    (iii) engaged
      in behavior that would constitute grounds for liability for sexual harassment
      (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines
      or
      any other applicable state regulatory body) or, in the reasonable opinion of
      the
      Board, other egregious conduct violative of laws governing the workplace;
      or

     

    (iv) been
      indicted in for a criminal offense in connection with an act of fraud, larceny,
      misappropriation of funds or falsification or manipulation of any records of
      the
      Company or embezzlement or any other felony or crimes of moral turpitude;
      or

     

    (v) materially
      breached this Agreement (in a manner not covered by any of
      subparagraphs (i) through (iv) of this Section 5(a)) and such breach
      has not been cured within thirty (30) days after written notice thereof has
      been
      given to the Employee by the Company.

     

    (b) Good
      Reason.“Good
      Reason” shall mean the occurrence of any of the following conditions which
      remain uncured for a period of thirty (30) days after the Company’s receipt of
      written notice thereof:

     

    (i) A
      material breach by the Company of this Agreement (in a manner not covered by
      any
      of subparagraphs (ii) through (iv) of this Section 5(b));


    
      
         

      

      
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    (ii) A
      material reduction in Base Salary or a change in the bonus program identified
      in
      Section 4(c) that materially reduces the Executive’s bonus
      opportunity;

     

    (iii) A
      material diminution in Employee’s authorities, duties or responsibilities;
      or

     

    (iv) Relocation
      of the Company’s executive office located in Buffalo Grove, Illinois, of greater
      than twenty-five (25) miles.

     

    (c) Disability.
      A
“Disability” shall be deemed to exist if Employee has been unable to
      substantially perform his duties hereunder for 90 consecutive days or for 180
      days in any 365 day period by reason of any physical or mental illness or
      injury.

     

    (d) Notice
      of Termination.
      A
“Notice of Termination” shall mean a written notice which, to the extent
      applicable, sets forth in reasonable detail the facts and circumstances claimed
      to provide a basis for termination of the Employee’s employment, and sets for
      the “Termination Date” (as defined below). No purported termination by the
      Company for Cause or by Employee for Good Reason shall be effective without
      proper delivery of a Notice of Termination by the terminating party within
      90
      days of the relevant party’s initial knowledge of the existence of the condition
      giving rise to the termination.

     

    (e) Termination
      Date.
      “Termination Date” shall mean (i) in the case of the Employee’s death, his
      date of death, (ii) in the case of Disability, the date such Disability
      first exists as determined in accordance with Section 5(c) above,
      (iii) in the case of a termination contemplated by Section 5(a) or
      5(b) above, the date specified in the Notice of Termination, (iv) in the
      case of termination by the Company without Cause or resignation by Employee
      without Good Reason, the date of such termination or resignation, and
      (v) following delivery of a notice of non-renewal by either party pursuant
      to Section 2, the last day of the Term.

     

    6. Effect
      of Termination or Non-Renewal.

     

    (a) Death.
      In the
      event of the termination of Employee’s employment as a result of his death, the
      Company shall:

     

    (i) pay
      to
      his estate the Base Salary earned through the Termination Date (pro rated for
      any partial month) plus accrued but unpaid vacation and any Bonus in respect
      of
      a prior and current year which has been earned but not yet paid;
      and

     

    (ii) reimburse
      to Employee’s estate for any expenses pursuant to
      Section 4(e);

     

    and
      Employee’s estate shall not have any further entitlement to any other
      compensation or benefits from the Company or Hyde Park other than as expressly
      provided herein or pursuant to any Company benefit plans.

     

    (b) For
      Cause by the Company.
      In the
      event that Employee’s employment is terminated by the Company for Cause, the
      Company shall:


    
      
         

      

      
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    (i) pay
      to
      Employee the Base Salary earned through the Termination Date (pro rated for
      any
      partial month) plus accrued but unpaid vacation; and

     

    (ii) reimburse
      Employee for any expenses pursuant to Section 4(e);

     

    and
      Employee shall have no further entitlement to any other compensation or benefits
      from the Company or Hyde Park other than as expressly provided herein or
      pursuant to any Company benefit plan.

     

    (c) Termination
      by the Company without Cause, Disability of Employee, termination by Employee
      with Good Reason or upon Expiration of the Term.
      In the
      event that (A) Employee’s employment is terminated by the Company without
      Cause (other than by reason of his death), (B) Employee incurs a
      Disability, (C) Employee terminates his employment for Good Reason,
      (D) the Term expires following delivery by Company of a notice of
      non-renewal pursuant to Section 2, (E) expiration of the Term
      following delivery by Employee of a notice of non-renewal pursuant to
      Section 2 or (F) Employee’s resignation without Good Reason, then the
      Company shall:

     

    (i) pay
      to
      Employee the Base Salary earned through the Termination Date (pro rated for
      any
      partial month) plus accrued but unused vacation and any Bonus in respect of
      a
      prior and current year which has been earned but not yet paid;

     

    (ii) reimburse
      Employee for any expenses pursuant to Section 4(e); and

     

    (iii) subject
      to the terms of Section 8(a) and 8(b) below, (w) in the event of
      termination due to Disability, pay Employee 100% of Base Salary and provide
      health benefits in accordance with Section 4(d) for a period commencing
      within 30 days of Employee’s termination of employment and ending on a date that
      is twelve (12) months after the date payment commenced, (x) in the event of
      expiration of the Term following delivery by Company of a notice of non-renewal
      pursuant to Section 2, (A) pay Employee 100% of Base Salary for a
      period commencing within 30 days of such expiration and ending on a date that
      is
      twelve (12) months after the date payment commenced plus (B) pay Employee a
      pro rata portion of the target bonus in effect for the year of expiration (based
      on the Company’s performance as of the end of the most recently completed
      financial quarter) plus 50% of the actual bonus paid in the prior year, plus
      (C) provide health benefits in accordance with Section 4(d) for the
      period described in (A) above, (y) at the election of the Company, in the
      event of expiration of the Term following delivery by Employee of a notice
      of
      non-renewal pursuant to Section 2, (A) pay Employee 100% of Base
      Salary for a period commencing within 30 days of such expiration and ending
      on a
      date that is twelve (12) months after the date payment commenced plus
      (B) pay Employee a pro rata portion of the target bonus in effect for the
      year of expiration (based on the Company’s performance as of the end of the most
      recently completed financial quarter) plus 50% of the actual bonus paid in
      the
      prior year, plus (C) provide health benefits in accordance with
      Section 4(d) for the period described in (A) above, and (z) in the
      event of Employee’s termination by the Company without Cause or Employee’s
      resignation for Good Reason, (A) pay Employee 100% of Base Salary for a
      period commencing within 30 days of Employee’s termination of employment and
      ending on a date that is twelve (12) months after the date payment commenced
      plus (B) pay Employee the target bonus in effect for the year of
      termination or, if none, the actual bonus paid in the year prior to termination,
      plus (C) provide health benefits in accordance with Section 4(d) for a
      period commencing within 30 days of Employee’s termination of employment and
      ending on a date that is twelve (12) months after the date payment commenced,
      provided,
      that
      all such payments shall be payable in accordance with the Company’s normal
      payroll practices for its executives and key management personnel subject to
      Section 6(d) below. Notwithstanding the foregoing, in the event Employee is
      a “specified employee” as defined in Section 409A of the Internal Revenue
      Code of 1986, as amended (the “Code”) and regulations issued thereunder, to the
      extent required by Code Section 409A, payment of Base Salary and Bonus
      payable pursuant to this paragraph (iii) shall instead commence on the
      first day of the seventh month following termination of employment and continue
      for twelve (12) months thereafter.


    
      
         

      

      
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    As
      a
      condition to payment of the above compensation and benefits, Employee must
      deliver to the Company a general release in favor of the Company and Hyde Park
      (and their respective directors, officers, employees, successors and assigns)
      in
      form and substance reasonably acceptable to the Company, releasing any and
      all
      claims of Employee arising out of or by reason of his termination of employment
      hereunder (the “Release”),
      and
      the Release shall not have been revoked by Employee. The Employee shall be
      under
      no obligation to seek other employment or otherwise to mitigate the obligations
      of the Company under this Agreement.

     

    (d) This
      Section 6 sets forth the only obligations of the Company and Hyde Park with
      respect to the termination of Employee’s employment with the Company, and
      Employee acknowledges that upon the termination of his employment, he shall
      not
      be entitled to any payments or benefits which are not explicitly provided in
      this Agreement. Except as set forth in section 6(c)(iii) above, any and all
      payments to Employee or his estate, as the case may be, shall be paid within
      fifteen (15) business days of the applicable Termination Date.

     

    7. Protection
      of Confidential Information.

     

    Employee
      acknowledges and agrees that he will not divulge to anyone (other than the
      Company and its affiliates or any persons employed or designated by the Company
      or in connection with the Employee’s duties hereunder) any knowledge or
      information of any type whatsoever of a confidential nature relating to the
      business of the Company or its affiliates, including, without limitation,
      non-public information concerning the financial data, strategic business plans,
      product development (or other proprietary product data), customer lists,
      marketing plans and other non-public, proprietary and confidential information
      of the Company or its affiliates, customers or suppliers, that, in any case,
      is
      not otherwise available to the public (other than by Employee’s breach of the
      terms hereof). The provisions of this Section 7 shall apply both during the
      time that Employee is employed by the Company and thereafter.


    
      
         

      

      
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    8. Restriction
      of Competition; Interference; and Non-Solicitation.

     

    (a) As
      a
      significant inducement to the Company to enter into and perform its obligations
      under this Agreement, during the Term and the Restricted Period (defined below),
      if any, Employee shall not anywhere in the United States of America and Canada,
      directly or indirectly, individually or as an employee, partner, officer,
      director or shareholder or in any other capacity whatsoever own, manage,
      operate, sell, control or participate in the ownership, management, operation,
      sales or control of or be connected in any manner, including as an employee,
      advisor or consultant or similar role, with any business engaged directly or
      indirectly in the Business. Nothing contained herein shall prohibit the Employee
      from being a passive owner of not more than 5% of the outstanding equity of
      any
      class of an entity which is publicly traded. The term “Restricted Period” shall
      mean the one year period commencing on Termination Date; provided, however,
      in
      the case of delivery of a notice of non-renewal by the Employee pursuant to
      Section 2 above, there is no Restricted Period unless the Company delivers
      to
      Employee within ten days of such expiration a written election agreeing to
      make
      payments and provide benefits set forth in Section 6(c)(iii). Notwithstanding
      the foregoing, except in the case of termination by the Company for Cause
      pursuant to Section 5(a) or resignation by Employee without Good Reason,
      (x) the Employee’s obligations under this Section 8(a) shall terminate
      in the event that the Company ceases to make payments and provide benefits
      pursuant to Section 6(c)(iii), and (y) the Company’s obligation to
      make payments and provide benefits pursuant to Section 6(c)(iii) shall
      terminate in the event that Employee ceases to comply with his obligations
      under
      this Section 8(a).

     

    (b) In
      addition to, and not in limitation of, the non-competition covenants set forth
      above in this Section, the Employee agrees that during the Term and the
      Restricted Period (defined above), he will not, directly or indirectly,
      (i) solicit, induce or attempt to induce any executive, employee,
      consultant or contractor of the Company or its affiliates to terminate his
      or
      her employment or his or her services with the Company provided, however, the
      foregoing restriction will not prohibit contact between Employee and any
      individual that results from (A) such individual’s response to a general
      solicitation or advertisement that is not specifically directed or targeted
      to
      such Person, or (B) such individual’s own initiative at any time after his
      or her termination by the Company, or (ii) solicit business away from, or
      attempt to sell, license or provide products or services the same as the
      Business to any customer of the Company or their subsidiaries and/or affiliates.
      Notwithstanding the foregoing, except in the case of termination by the Company
      for Cause pursuant to Section 5(a) or resignation by Employee without Good
      Reason, (x) the Employee’s obligations under this Section 8(b) shall
      terminate in the event that the Company ceases to make payments and provide
      benefits pursuant to Section 6(c)(iii), and (y) the Company’s
      obligation to make payments and provide benefits pursuant to
      Section 6(c)(iii) shall terminate in the event that Employee ceases to
      comply with his obligations under this Section 8(b).

     

    (c) The
      Employee acknowledges (i) the scope and period of restrictions to which the
      restrictions imposed in this Section applies are fair and reasonable and are
      reasonably required for the protection of the Company, (ii) this Agreement
      accurately describes the business to which the restrictions are intended to
      apply and (iii) the obligations and restrictions provided for herein are an
      integral part of the consideration motivating the Company to enter into this
      Agreement;


    
      
         

      

      
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    (d) It
      is the
      intent of the parties to this Agreement that the provisions of this Section
      will
      be enforced to the fullest extent permissible under applicable law. If any
      particular provision or portion of this Section is adjudicated to be invalid
      or
      unenforceable, the Agreement will be deemed amended to revise that provision
      or
      portion to the minimum extent necessary to render it enforceable. Such amendment
      will apply only with respect to the operation of this paragraph in the
      particular jurisdiction in which such adjudication was made.

     

    (e) In
      addition, neither during the Term nor at any time thereafter shall Employee
      disparage the Company or any of its officers, directors or affiliates by making
      (or causing others to make) any oral or written statements or representations
      that could reasonably be construed to be a false and misleading statement of
      fact or a libelous, slanderous or disparaging statement of or concerning any
      of
      the aforementioned persons.

     

    9. Specific
      Remedies.

     

    (a) It
      is
      understood by Employee and the Company that the covenants contained in this
      Section 9 and in Sections 7 and 8 hereof are essential elements of
      this Agreement and that, but for the agreement of Employee to comply with such
      covenants, the Company would not have agreed to enter into this Agreement.
      The
      Company and Employee have independently consulted with their respective counsel
      and have been advised concerning the reasonableness and propriety of such
      covenants with specific regard to the nature of the business conducted by the
      Company and all interests of the Company. Employee agrees that the covenants
      contained in Sections 7 and 8 are reasonable and valid, and that a breach
      by Employee of any of such covenants shall be deemed to be a breach of a
      material provision of this Agreement. Employee acknowledges that the Company
      will have no adequate remedy at law if Employee violates the provisions of
      Sections 7 or 8 and that the Company shall have the right upon application
      to any court of proper jurisdiction to a temporary restraining order,
      preliminary injunction, injunction, specific performance or other equitable
      relief.

     

    10. Indemnification;
      Insurance.

     

    In
      addition to any rights to indemnification to which Employee is entitled under
      the Company’s or Hyde Park’s charter and by-laws, to the extent permitted by
      applicable law, the Company and Hyde Park will indemnify, from the assets of
      the
      Company and Hyde Park supplemented by insurance, Employee at all times, during
      and after the Term, and, to the maximum extent permitted by applicable law,
      shall pay Employee’s expenses (including reasonable attorneys’ fees and
      expenses, which shall be paid in advance by the Company as incurred, subject
      to
      recoupment in accordance with applicable law) in connection with any threatened
      or actual action, suit or proceeding to which Employee may be made a party,
      brought by any shareholder of the Company or Hyde Park directly or derivatively
      or by any third party by reason of any act or omission or alleged act or
      omission in relation to any affairs of the Company or Hyde Park or any
      subsidiary or affiliate of the Company or Hyde Park of Employee as an officer,
      director or employee of the Company or Hyde Park or any subsidiary or affiliate
      of the Company or Hyde Park. The Company and Hyde Park shall maintain during
      the
      Term and thereafter directors’ and officers’ liability insurance coverage
      sufficient, as reasonably determined by the Board of Hyde Park, to satisfy
      any
      indemnification obligation of Company or Hyde Park arising under this
      Section 10.


    
      
         

      

      
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    11. Independence;
      Severability and Non-Exclusivity.

     

    Each
      of
      the rights enumerated in Sections 7 and 8 hereof and the remedies
      enumerated in Section 9 hereof shall be independent of the others and shall
      be in addition to and not in lieu of any other rights and remedies available
      to
      the Company at law or in equity. If any provision of this Agreement, or any
      part
      of any of them, is hereafter construed or adjudicated to be invalid or
      unenforceable, the same shall not affect the remainder of the covenants or
      rights or remedies which shall be given full effect without regard to the
      invalid portions. If any covenant set forth herein is held to be invalid or
      unenforceable because of the duration of such provision or the area covered
      thereby, the parties agree that the court making such determination shall have
      the power to reduce the duration and/or area of such provision and in its
      reduced form said provision shall then be enforceable. No such holding of
      invalidity or unenforceability in one jurisdiction shall bar or in any way
      affect the Company’s right to the relief provided in Section 9 or otherwise
      in the court of any other state or jurisdiction within the geographical scope
      of
      such covenants as to breaches of such covenants in such other respective states
      or jurisdictions, such covenants being, for this purpose, severable into diverse
      and independent covenants.

     

    12. Compliance
      with Code Section 409A.

     

    For
      the
      purpose of complying with Code Section 409A, reimbursement of expenses
      under Section 4 shall occur no later than December 31 of the year
      following the year in which the expense was incurred, and payment of a Gross-Up
      Payment under Section 4(j) shall be made no later than December 31 of
      the year following the year in which occurs payment of the related tax. In
      the
      event of any inconsistency between any provision of this Agreement and Code
      Section 409A, including any regulatory and administrative guidance issued
      from time to time thereunder, the provisions of Code Section 409A shall
      control. It is the intention of the parties hereto that this Agreement satisfy
      the requirements of Code Section 409A, and the parties hereby agree to
      amend this Agreement as and when necessary or desirable to conform to or
      otherwise properly reflect any guidance issued under Code Section 409A
      after the date hereof without violating Code Section 409A. In case any one
      or more provisions of this Agreement fails to comply with the provisions of
      Code
      Section 409A, the remaining provisions of this Agreement shall remain in
      effect, and this Agreement shall be administered and applied as if the
      non-complying provisions were not part of this Agreement. The parties in that
      event shall endeavor to agree upon a reasonable substitute for the non-complying
      provisions, to the extent that a substituted provision would not cause this
      Agreement to fail to comply with Code Section 409A, and, upon so agreeing,
      shall incorporate such substituted provisions into this Agreement.

     

    13. Successors;
      Binding Agreement.

     

    This
      Agreement is personal to Employee and without the prior written consent of
      the
      Company shall not be assignable by Employee otherwise than by will or the laws
      of descent and distribution. The Company shall be permitted to freely assign
      its
      rights, interests and obligations to any parent, subsidiary or affiliate, or
      to
      any other third party, which acquires all or substantially all of the stock
      or
      assets of the Company. This Agreement shall inure to the benefit of and be
      enforceable by Employee’s legal representatives.


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    14. Notices.

     

    Any
      notice or other communications required or permitted hereunder shall be in
      writing and shall be deemed effective (i) upon personal delivery, if
      delivered by hand and followed by notice by mail or facsimile transmission,
      (ii) three (3) days after the date of deposit in the mails, if mailed by
      certified or registered mail (return receipt requested), or (iii) on the
      next business day, if mailed by an overnight mail service to the parties or
      sent
      by facsimile transmission,

     

    To
      the
      Company:

     

    Essex
      Crane Rental Corp.

    1110
      Lake
      Cook Road, Suite 220

    Buffalo
      Grove, Illinois 60089

    Fax
      :
      (847) 215-6535

    Attention:
      Chief Executive Officer

     

    With
      a
      copy to:

     

    Hyde
      Park
      Acquisition Corp.

    461
      Fifth
      Avenue, 25 Floor

    New
      York,
      NY 10017 

    Attention:
      Laurence S. Levy and Edward Levy 

    Fax:
      (212) 644-6262

     

    To
      Employee:

     

    William
      L. Erwin

    997
      Troon
      Trace

    Winter
      Springs, FL 32708

    Facsimile:
      ______________

     

    or
      at
      such other address or telecopy number (or other similar number) as either party
      may from time to time specify to the other. Any notice, consent or other
      communication required or permitted to be given hereunder shall have been deemed
      to be given on the date of mailing, personal delivery or telecopy or other
      similar means (provided the appropriate answer back is received) thereof and
      shall be conclusively presumed to have been received on the second business
      day
      following the date of mailing or, in the case of personal delivery or telecopy
      or other similar means, the day of delivery thereof, except that a change of
      address shall not be effective until actually received.

     

    15. Headings.

     

    The
      headings of this Agreement are for convenience of reference only and shall
      not
      affect in any manner any of the terms and conditions hereof.


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    16. Counterparts.

     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one and the same
      agreement.

     

    17. Modifications
      and Waivers.

     

    No
      term,
      provision or condition of this Agreement may be modified or discharged unless
      such modification or discharge is authorized by the Board of Directors of the
      Company and is agreed to in writing and signed by Employee. No waiver by either
      party hereto of any breach by the other party hereto of any term, provision
      or
      condition of this Agreement to be performed by such other party shall be deemed
      a waiver of similar or dissimilar provisions or conditions at the same or at
      any
      prior or subsequent time.

     

    18. Entire
      Agreement.

     

    This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter herein and supersedes all prior agreements, negotiations
      and
      discussions between the parties hereto, there being no extraneous agreements.
      This Agreement may be amended only in writing executed by the parties hereto
      affected by such amendment.

     

    19. Law
      Governing.

     

    Except
      as
      otherwise explicitly noted, this Agreement shall be governed by and construed
      in
      accordance with the laws of the State of New York (without giving effect to
      the
      principles of conflicts of law).

     

    [Signature
      page follows]


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
      on
      the day and year set forth above.

     

    
      	 	
              EMPLOYEE

            
	 	 
	 	 
	 	
              /s/
                William L. Erwin

            
	 	
              William
                L. Erwin

            
	 	 
	 	
              COMPANY

            
	 	 
	 	
              ESSEX
                CRANE RENTAL CORP.

            
	 	 
	 	 
	 	
              By: 

            	
              /s/
                Martin A. Kroll

            
	 	
              Name:
                Martin A. Kroll

            
	 	
              Title:
                Senior V.P. & CFO

            
	 	 
	 	
              HYDE
                PARK ACQUISITION CORPORATION

            
	 	 
	 	 
	 	
              By: 

            	
              /s/
                Laurence Levy

            
	 	
              Name:
                Laurence Levy

            
	 	
              Title:
                Chief Executive Officer

            


    

     

    [Signature
      page to W. Erwin Employment Agreement]