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NONQUALIFIED STOCK OPTION
AGREEMENT
THIS AGREEMENT is entered into as of December 3,
2007, between Joy Global Inc. (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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1.
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Grant of Stock Option .
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(a)
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Subject to the provisions of this Agreement and to
the provisions of the Joy Global Inc. 2007 Stock Incentive Plan (as
amended from time to time, the “Plan”), the Company
hereby grants to the Employee as of December 3, 2007 (the
“Grant Date”) the right and option (the “Stock
Option”) to purchase [ ] shares of common stock of the
Company, par value $1.00 per share (“Common Stock”), at
the exercise price of $56.87 per share. The Stock Option is a
Nonqualified Stock Option. Unless earlier terminated pursuant to
the terms of this Agreement, the Stock Option shall expire on the
tenth anniversary of the Grant Date. Capitalized terms used and not
defined in this Agreement have the meanings given to them in the
Plan.
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(b)
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If for any reason the Employee does not sign and
return to the Company a duly executed original of this Agreement by
5:00 p.m. Milwaukee time on
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December 2, 2008, then (1) the Employee shall be
considered to have declined the grant of the Stock Option, (2) the
Company’s grant of the Stock Option shall be deemed
automatically rescinded and the Stock Option shall be null and void
and (3) the Employee’s execution of this Agreement after such
time shall have no legal effect and the Company shall not be bound
by any such execution.
2.
Exercisability of the Stock Option
. The Stock Option shall become vested and
exercisable as follows: one-third of the shares covered thereby
(rounded up to the next whole share) on December 3, 2008, an
additional one-third of such shares (rounded up to the next whole
share) on December 3, 2009, and the remainder of such shares on
December 3, 2010, subject in each case to the prior termination of
the Stock Option. Notwithstanding the foregoing, the Stock Option,
to the extent outstanding, shall become immediately vested and
fully exercisable upon (a) a Change in Control or (b) a Termination
of Employment due to death or Disability. For purposes of this
Agreement, Change in Control shall have the meaning set forth in
the Plan. Upon the effective date of the Employee’s
Termination of Employment for any reason other than death or
Disability, any portion of the Stock Option that is not vested as
of such date in accordance with the foregoing provisions of this
Paragraph 2 shall cease vesting and terminate
immediately.
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3.
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Method of Exercise of the Stock Option
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(a)
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The portion of the Stock Option as to which the
Employee is vested shall be exercisable by delivery to the
Secretary of the Company of a written notice stating the number of
whole shares to be purchased pursuant to this Agreement and
the
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date on which the Employee wants to exercise the
Stock Option and accompanied by payment of the full purchase price
of the shares of Common Stock to be purchased.
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(b)
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The full purchase price of the Stock Option shall be
paid in cash, by wire transfer, or by certified check or bank draft
payable to the order of the Company, by exchange of shares of
unrestricted Common Stock of the Company already owned by the
Employee (that have been purchased on the open market by the
Employee or held for at least six months prior to exercise) and
having an aggregate Fair Market Value equal to the full purchase
price, or by any other procedure approved by the Committee, or by a
combination of the foregoing.
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(c)
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Notice and payment may also be made through a
brokerage firm pursuant to an arrangement approved by the company
in advance.
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4.
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Terminations of Employment .
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(a)
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If the Employee incurs a Termination of Employment
due to Disability, the Stock Option, to the extent outstanding at
the time of such Termination of Employment, shall become
immediately vested and fully exercisable and may be exercised by
the Employee at any time prior to the first to occur of (i) one
year after such Termination of Employment or (ii) the expiration
date of the Stock Option, and shall thereafter expire.
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(b)
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If the Employee incurs a Termination of Employment
due to death, the Stock Option, to the extent outstanding at the
time of such Termination of Employment, shall become immediately
vested and fully exercisable and may be exercised by the Employee's
estate or by a person who acquired the right to exercise such Stock
Option by bequest or inheritance or otherwise by reason of the
death of the Employee at any time prior to the first to occur of
(i) one year after such Termination of Employment or (ii) the
expiration date of the Stock Option, and shall thereafter
expire.
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(c)
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If the Employee incurs a Termination of Employment
due to Retirement, the portion of the Stock Option, if any, which
is exercisable at the time of such Termination of Employment may be
exercised at any time prior to the first to occur of (i) three
years after such Termination of Employment or (ii) the expiration
date of the Stock Option, and shall thereafter expire. Any portion
of the Stock Option that is not exercisable at the time of such
Termination of Employment shall expire as of such Termination of
Employment.
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(d)
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If the Employee incurs a voluntary Termination of
Employment by the Employee (other than Retirement), the portion of
the Stock Option, if any, which is exercisable at the time of such
Termination of Employment may be exercised at any time prior to the
first to occur of (i) 30 days after such Termination of Employment
or (ii) the expiration date of the Stock Option, and shall
thereafter
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expire. Any portion of the Stock Option that is not
exercisable at the time of such Termination of Employment shall
expire as of such Termination of Employment.
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(e)
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If the Employee incurs a Termination of Employment
by the Company without Cause, the portion of the Stock Option, if
any, which is exercisable at the time of such Termination of
Employment may be exercised at any time prior to the first to occur
of (i) 90 days after such Termination of Employment or (ii) the
expiration date of the Stock Option, and shall thereafter expire.
Any portion of the Stock Option that is not exercisable at the time
of such Termination of Employment shall expire as of such
Termination of Employment.
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(f)
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If the Employee incurs a Termination of Employment
by the Company for Cause, the entire Stock Option shall immediately
expire as of such Termination of Employment.
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5.
Nontransferability .
The Stock Option is not transferable by the Employee, whether
voluntarily or involuntarily, by operation of law or otherwise,
except as provided in the Plan. Any assignment, pledge, transfer or
other disposition, voluntary or involuntary, of the Stock Option
made, or any attachment, execution, garnishment, or lien issued
against or placed upon the Stock Option, except as provided in the
Plan, shall be void.
6.
No Shareholder Rights Before Exercise
. The Employee or a transferee of the Stock Option
shall have no rights as a shareholder with respect to any shares
covered by the Stock Option until the Employee or transferee has
given written notice of exercise, has paid in full for such shares
and, if requested by the Company, has given the representation
described in Section 12(a) of the Plan. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions of other rights for
which the record date is prior to the date the events set forth
above in this Paragraph 6 have occurred.
7.
Adjustment in the Event of Change in
Stock . In the event of a stock split,
spin-off, or other distribution of stock or property of the
Company, or any reorganization (whether or not such reorganization
comes within the definition of such term in Section 368 of the
Code), the number of shares subject to the Stock Option and the
exercise price per share shall be equitably adjusted by the
Committee as it determines to be appropriate in its sole
discretion; provided, however
, that the number of shares subject to the Stock
Option shall always be a whole number. In the event of any other
change in corporate capitalization (including, but not limited to,
a change in the number of shares of Common Stock outstanding) or a
corporate transaction, such as any merger, consolidation or
separation or any partial or complete liquidation of the Company,
the number and kind of shares subject to the Stock Option and/or
the exercise price per share may be adjusted by the Board or
Committee as the Board or Committee may determine to be appropriate
in its sole discretion; provided,
however , that the number of shares
subject to the Stock Option shall always be a whole number. The
determination of the Board or Committee regarding any adjustment
will be final and conclusive.
8.
Payment of Transfer Taxes, Fees and Other
Expenses . The Company agre
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