NONQUALIFIED STOCK OPTION
AGREEMENT
THIS AGREEMENT is entered into as of
December 8, 2008, 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 8, 2008 (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 $21.69 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 7, 2009, 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shall be deemed automatically rescinded and the Stock Option shall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 8,
2009, an additional one-third of such shares (rounded up to the
next whole share) on December 8, 2010, and the remainder of such
shares on December 8, 2011, 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 agrees to pay any and all original issue taxes and stock
transfer taxes that may be imposed on the issuance of shares
acquired pursuant to exer
