0000801898-04-000088 Sample Contracts

JOY GLOBAL INC. 2003 Stock Incentive Plan Non-Employee Director Restricted Stock Unit Award Agreement
Restricted Stock Agreement • June 1st, 2004 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip)

THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of May 8, 2003, is between Joy Global Inc., a Delaware corporation (the “Company”) and __________ (the “Grantee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and Grantee agree as follows:

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PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • June 1st, 2004 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware

THIS AGREEMENT, entered into as of January 21, 2004 (the “Agreement Date”), by and between _________________ (the “Participant”) and Joy Global Inc. (the “Company”);

JOY GLOBAL INC. 2003 Stock Incentive Plan Restricted Stock Unit Award Agreement
Restricted Stock Unit Agreement • June 1st, 2004 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of January 21, 2004, is between Joy Global Inc., a Delaware corporation (the “Company”) and ________ (the “Employee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and Employee agree as follows:

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT
Credit Agreement and Consent • June 1st, 2004 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (this “Amendment and Consent”) is dated as of April 19, 2004 and entered into by and among Joy Global Inc., a Delaware corporation (“Company”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”), Deutsche Bank Trust Company Americas, as Agent (the “Agent”), Heller Financial, Inc. and Fleet Capital Corporation as Co-Syndication Agents (the “Syndication Agents”), CIT Group/Business Credit as Documentation Agent (the “Documentation Agent” and together with the Agent and the Syndication Agents, the “Agents”) and, solely for the purposes of Section 5 hereof, the guarantors listed on the signature pages hereof (“Guarantors”) and is made with reference to that certain Second Amended and Restated Credit Agreement dated as of January 23, 2004, by and among Company, Lenders and Agents, as amended to the date hereof (the “Credit Agreement”). Capitalized terms used herein wit

STOCK OPTION AGREEMENT
Stock Option Agreement • June 1st, 2004 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware

THIS AGREEMENT, is made and dated as of the 21st day of January, 2004, between Joy Global Inc., a Delaware corporation (the “Company”), and __________ (the “Employee”).

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