TERMINATION AND RELEASE AGREEMENT

TERMINATION AND RELEASE AGREEMENT

AGREEMENT (the “Agreement”) by and between Joy Global Inc. (the Company”) and Mark E. Readinger. (the “Executive”).

WHEREAS, the Executive has been employed as Executive Vice President of the Company and President & COO of P&H Mining Equipment; and

WHEREAS, by mutual agreement between the parties hereto, effective March 31, 2009 (the “Termination Date”), the Executive’s employment with the Company terminates.

NOW, THEREFORE, the Company and the Executive, in consideration of the covenants herein set forth, agree as follows:

The Executive’s employment is hereby terminated by the Company effective as of the Termination Date. By mutual agreement with the Company, the Executive hereby resigns, effective as of the Termination Date, from his position as Executive Vice President of the Company and President & COO, P&H Mining Equipment and from all other positions the Executive may currently hold as an officer, member or director of any of the Company’s subsidiaries or Affiliates. (For purposes of this Agreement, “Affiliate” shall mean a corporation or other entity controlled by, controlling or under common control with the Company.) The Executive shall sign and deliver to the Company such other documents as may be reasonably requested by the Company to effect or reflect such resignations.

Regardless of whether the Executive signs this Agreement,

(a)       The Company shall pay to the Executive his current base monthly salary in equal semi-monthly installments through March 31, 2009, subject to required tax and other statutory withholding.

(b)       The Executive acknowledges and agrees that twenty (20) days of the Executive’s vacation have been earned and are unused as of the Termination Date. The Executive shall be paid for this unused vacation using his current base salary for the calculation less required tax and other statutory withholding. Payment for this unused vacation will be made in the form of a regular payroll check on the next regular pay date following the execution of this agreement.

(c)       The Company will reimburse the Executive for any unreimbursed reasonable business expenses incurred by the Executive prior to the Termination Date, pursuant to the Company’s reimbursement policies, following the Executive’s presentation of an expense report to the Company.

In exchange for signing this Agreement, if the revocation period described in Section 9(b) has expired with no revocation occurring, and provided that the Executive is not in breach of any of his obligations under this Agreement, the Parties agree to the following consideration and payments:

(a)       Subject to required tax and other statutory withholding, the Company shall pay the Executive an aggregate amount equal to $595,500.00, such amount payable in equal semi-monthly installments in accordance with the Company’s regular payroll practices during the eighteen (18) months immediately following the Termination Date

(b)       Following the Termination Date, the Company will continue, for the benefit of the Executive and his dependents, medical, dental and other health benefits on terms no less favorable than those provided to employees of the Company, through September 30, 2010, provided the Executive continues to make the contributions required of the Company’s current employees. The Company will provide these benefits from the Termination Date through September 30, 2010 or until the Executive becomes eligible to receive health benefits from another employer, whichever occurs first, provided, however, that Executive’s C.O.B.R.A. rights shall continue after the Termination Date in accordance with applicable laws.

(c)     The Company agrees to pay the cost of providing Executive-level outplacement for a period of one year following the Termination Date. The Executive agrees that the Company will mutually agree to the provider of these services. Additionally, should the Executive elect not to utilize the outplacement services during the year following the Termination Date, the Company will reimburse the Executive a lump sum equal to the cost of the outplacement.

(d)       Executive will receive a pro-rata share (calculated as 5/12’s) of any amount which otherwise would be distributed to him under the terms and conditions of the Company’s Annual Bonus Plan for the fiscal year ended October 31, 2009, to be paid during January 2010. The Company agrees that it will only utilize the bonus formula in the calculation of any such bonus and will not apply any personal performance factor to such calculation.

(e)       The Company agrees to pay the monthly lease payment on the Executive’s current vehicle for the eighteen-month period ending September 30, 2010. The Company further agrees to pay the cost for insuring this vehicle. The Executive agrees to be responsible for all other costs, including but not limited to maintenance, repair and fuel costs. The Executive further agrees to maintain the vehicle as prescribed by the manufacturer and return the vehicle on September 30, 2010 in good condition, other than normal wear and tear. Any charges for unusual damage or excessive mileage will be the responsibility of the Executive.

(a)       From and after the Termination Date, the Executive will refrain from taking actions or making statements, written or oral, which defame the goodwill or reputation of the Company and any of its subsidiaries and Affiliates (the “Company Entities”) and their trustees, officers, security holders, partners, agents and former and current employees and directors or which are intended to, or

may be reasonably expected to, adversely affect the morale of the employees of any of the Company Entities; provided, however, that the Executive shall be permitted to make any truthful statements to the extent required by applicable law.

(b)       From and after the Termination Date, the Company will refrain from taking actions or making statements, written or oral, which defame the goodwill or reputation of the Executive or which are intended to, or may be reasonably expected to adversely affect the Executive; provided, however, that the Company shall be permitted to make any truthful statements to the extent required by applicable law. All requests made to the Company regarding the Executive’s employment will be directed to Dennis Winkleman, Executive Vice President, Human Resources.

(a)       The Executive affirms that he has returned to the Company all Company-owned equipment and all forms of Company Information (as defined below), including client lists, files, software, records, computer access codes and instruction manuals, which he has in his possession and agrees not to keep any copies of Company Information. The Executive affirms his obligations to keep all Company Information confidential and not to disclose it to any third party in the future. The term “Company Information” means: (i) confidential information generated by the Company including information received from third parties about the Company under confidential conditions, and (ii) other technical, marketing, business or financial information, or information relating to personnel or former personnel of the Company, the use or disclosure of which might reasonably be construed to be materially contrary to the interest of the Company; provided , however , that the term “Company Information” shall not include any information that is or became generally known or available to the public other than as a direct result of a breach of this Section by the Executive or any action by the Executive prior to the Termination Date which would have been a breach of the Executive’s obligations to the Company in effect at such time. The Executive hereby reaffirms his obligations under the Company’s Worldwide Business Conduct Policy, the Stock Option Agreements to which he is a party, and the Employee Proprietary Rights and Confidentiality Agreement. The Executive shall have the right to remove f