0000801898-15-000006 Sample Contracts

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 6th, 2015 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware

THIS AGREEMENT is entered into as of December 2, 2014, 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 the Employee agree as follows:

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 6th, 2015 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware

THIS AGREEMENT is entered into as of December 2, 2014, 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 the Employee agree as follows:

PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • March 6th, 2015 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware

THIS AGREEMENT is entered into as of December 2, 2014, between Joy Global Inc., a Delaware Corporation, (the “Company”) and (the “Employee”).

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 6th, 2015 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 27, 2015 (the “Agreement”) is entered into among Joy Global Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

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