exv10w3







Exhibit 10.3



RESTRICTED STOCK UNIT AWARD AGREEMENT




     THIS AGREEMENT is entered into as of December 7, 2009, 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:



     Subject to the provisions of this Agreement and 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 restricted stock units (the “Restricted Stock Units”) as of December 7, 2009, (the “Grant
Date”). This grant constitutes an “other stock-based award” under Section 8 of the Plan.
Capitalized terms not defined in this Agreement have the meanings given to them in the Plan.



     1. Vesting.




	 	(a)	 	Subject to the provisions of Paragraph 5(a) of this Agreement, the Restricted
Stock Units will vest, become non-forfeitable and be settled as follows: one-third on
December 7, 2012 (with fractional units rounded up to the next whole unit); one-third
on December 7, 2013, (with fractional units rounded up to the next whole unit); and the
remainder on December 7, 2014, (each such date, an “Original Settlement Date” with
respect to the applicable units).
	 
	 	(b)	 	Employee agrees to comply with the Company’s Executive Leadership Team Stock
Ownership Policy, which is attached as Exhibit 1, with respect to this award.
	 
	 	(c)	 	If for any reason the Employee does not acknowledge and accept this Agreement by
5:00 p.m. Milwaukee time on December 6, 2010, then (1) the Employee shall be considered
to have declined the grant of the Restricted Stock Units, (2) the Company’s grant of
the Restricted Stock Units shall be deemed automatically rescinded and the Restricted
Stock Units shall be null and void and (3) the Employee’s acceptance of this Agreement
after such time shall have no legal effect and the Company shall not be bound by any
such acceptance.





     2. Restriction Period. The Restriction Period with respect to each Restricted Stock
Unit is the time between the Grant Date and the date such Restricted Stock Unit vests.



     3. No Shareholder Rights Before Settlement. The Employee shall not be entitled to any
rights or privileges of ownership of shares of Common Stock with respect to any Restricted Stock
Unit unless and until a share of Common Stock is actually delivered to the Employee in settlement
of such Restricted Stock Unit pursuant to this Agreement.



     4. Dividends. On each payment date with respect to any dividend or distribution to
holders of Common Stock with a record date occurring during a Restriction Period, the Employee will
be credited with additional Restricted Stock Units (rounded to the nearest whole unit) having a
value equal to the amount of the dividend or distribution that would have been



1









 







payable with respect
to the unvested Restricted Stock Units if they had been actual shares of Common Stock on such
record date, based on the Fair Market Value of a share of Common Stock on the applicable payment
date. Such additional Restricted Stock Units shall also be credited with additional Restricted
Stock Units as further dividends or distributions are declared, and all such additional Restricted
Stock Units shall be subject to the same restrictions and conditions as the Restricted Stock Units
with respect to which they were credited.



     5. Forfeiture and Settlement of Units.




	 	(a)	 	If the Employee incurs a Termination of Employment for any reason, any
Restricted Stock Units that had not become non-forfeitable prior to the date of such
Termination of Employment shall be forfeited; provided, however, that if such
Termination of Employment is by reason of the Employee’s death or Disability, the
Restricted Stock Units shall become non-forfeitable; and provided further that if such
Termination of Employment is due to Retirement, the Committee shall have the
discretion to determine as of the date of such Retirement that any Restricted Stock
Units that had not become non-forfeitable prior to the date of such Termination of
Employment due to Retirement shall become non-forfeitable. If the Restricted Stock
Units become nonforfeitable on account of the Employee’s death or Disability
(provided that, on account of the Disability, the Employee is disabled within the
meaning of Section 409A(a)(2)(C) of the Code and the regulations thereunder) (a “409A
Disability”), the Restricted Stock Units shall be settled as soon as practicable (but
no more than 30 days) after the Employee’s death or the 409A Disability. If the
Restricted Stock Units become nonforfeitable on account of Disability (other than a
409A Disability) or, in the discretion of the Committee, on account of Retirement,
the Restricted Stock Units shall continue to vest and be settled in accordance with
the schedule in Paragraph 1 of this Agreement. If, in the event of the Employee’s
death, the Employee fails to designate a beneficiary, or if the designated
beneficiary of the Employee dies before the Employee dies or before the complete
payment of the amounts payable under this Agreement, the amounts to be paid under
this Agreement shall be paid to the legal representative or representatives of the
estate of the last to die of the Employee and the beneficiary.
	 
	 	(b)	 	Unless earlier forfeited or settled pursuant to Paragraph 5(a) of this
Agreement, each Restricted Stock Unit shall be settled at the end of the Restriction
Period applicable to such Restricted Stock Unit. Each Restricted Stock Unit settled
pursuant to this Paragraph 5 shall be settled by delivery of one share of Common Stock.
Any fractional Restricted Stock Units shall be rounded to the nearest whole number.





     6. Change in Control and Corporate Events.




	 	(a)	 	Notwithstanding any other provision of this Agreement, in the event of a Change
in Control (unless such Change in Control does not qualify as an event described in
Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder), all outstanding
Restricted Stock Units held by the Employee on the effective date of




2









 






	 	 	 	the Change in
Control, whether or not then vested, shall be settled as soon as practicable (but no
more than 30 days) after the Change in Control by payment to the Employee of an amount
in cash equal to the Fair Market Value of a share of Common Stock on the date of the
Change in Control times the number of such Restricted Stock Units.
	 
	 	(b)	 	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
Restricted Stock Units subject to the award shall be equitably adjusted by the
Committee as it determines to be appropriate in its sole discretion; provided, however,
that the number of Restricted Stock Units subject to the award 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 Restricted Stock Units
subject to the award 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 Restricted Stock Units subject to the award shall always be a whole
number. The determination of the Board or Committee regarding any adjustment will be
final and conclusive.





     7. Nontransferability. Restricted Stock Units granted under this Agreement are not
transferable by the Employee, whether voluntarily or involuntarily, by operation of law or
otherwise, during the Restriction Period, except as provided in the Plan. Any assignment, pledge,
transfer or other disposition, voluntary or involuntary, of the Restricted Stock Units made, or any
attachment, execution, garnishment, or lien issued against or placed upon the Restricted Stock
Units, except as provided in the Plan, shall be void.



     8. Administration. This Agreement and the rights of the Employee hereunder are
subject to all the terms and conditions of the Plan, as the same may be amended from time to time,
as well as to such rules and regulations as the Committee may adopt for administration of the Plan.
It is expressly understood that the Committee is authorized to administer, construe, and make all
determinations necessary or appropriate to the administration of the Plan and this Agreement, all
of which shall be binding upon the Employee.



     9. Taxes and Withholdings. No later than the applicable date of settlement of the
Restricted Stock Units, the Employee shall pay to the Company or make arrangements satisfactory to
the Committee regarding payment of any federal, state or local taxes, and any non-U.S. taxes
applicable to the Employee, of any kind required by law to be
withheld upon the settlement of such Restricted Stock Units, and the Company shall, to the
extent permitted or required by law, have the right to deduct from any payment of any kind due to
the Employee federal, state, local and applicable non-U.S. taxes of any kind required by law to be
withheld upon the settlement of such Restricted Stock Units.



3









 





     10. Confidential Information; Noncompetition; Nonsolicitation.




Nothing in this Agreement or that follows limits the Company’s or Affiliates’ rights
with respect to Trade Secrets which are defined by and protected by Wis. Stat. § 134.90.




	 	(a)	 	The Employee shall hold in a fiduciary capacity for the benefit of the Company all
secret or confidential information, knowledge or data relating to the Company or any of
its Affiliates and their respective businesses that the Employee obtains during the
Employee’s employment by the Company or any of its Affiliates and that (i) is not
public knowledge or (ii) became public knowledge as a result of the Employee’s
violation of this Paragraph 10(a) (“Confidential Information”). The Employee
acknowledges that the Confidential Information is highly sensitive and proprietary and
includes, without limitation: product design information, product specifications and
tolerances, manufacturing processes and methods, information regarding new product or
new feature development, information regarding how to satisfy particular customer
needs, expectations and applications, information regarding strategic or tactical
planning, information regarding pending or planned competitive bids, information
regarding costs, margins, and methods of estimating, and information regarding key
employees. The Employee shall not communicate, divulge or disseminate Confidential
Information to any person, firm, corporation, partnership or entity of any kind
whatsoever under any circumstances reasonably likely to result in the use of such
Confidential Information to the Company or any of its Affiliates’ competitive
disadvantage at any time during or after the Employee’s employment by the Company or
any of its Affiliates, for a period of two (2) years following the Termination of
Employment, except with the prior written consent of the Company or as otherwise
required by law or legal process.
	 
	 	 	 	All computer software, business cards, telephone lists, customer lists, price lists,
contract forms, catalogs, records, files and know-how acquired while an employee of
the Company or any of its Affiliates are acknowledged to be the property of the
Company or the applicable Affiliate(s) and shall not be duplicated, removed from the
possession or premises of the Company or such Affiliate(s) or made use of other than
in pursuit of the business of the Company and its Affiliates or as may otherwise be
required by law or any legal process, and, upon Termination of Employment for any
reason, Employee shall deliver to the Company (or the applicable Affiliate, if the
Employee is employed outside the United States), without further demand, all such
items and any copies thereof which are then in his or her possession or under his or
her control.
	 
	 	(b)	 	The Employee acknowledges that his or her employment may place him or her in a
position of contact and trust with customers of the Company or its Affiliates, and that
in the course of employment the Employee may be given access to and asked to maintain
and develop relationships with such customers. The Employee acknowledges that such
relationships are of substantial value to the Company and its Affiliates and that it is
reasonable for the Company to seek to prevent




4









 






	 	 	 	Employee from giving competitors unfair
access to such relationships.
	 
	 	(c)	 	Prior to and through an eighteen-month period following the Termination of
Employment date, the Employee will not, except upon prior written permission signed by
the President or an Executive Vice President of the Company, consult with
or advise or, directly or indirectly, as owner, partner, officer or employee, engage
in business with any company or entity in competition with the Company or any of its
Affiliates in the business of manufacturing, selling, servicing, or repairing
equipment or parts for the surface mining industry, including but not limited to,
those entities set forth in the attached Exhibit 2 and in a capacity where
Confidential Information or Trade Secrets of the Company or any of its Affiliates
would reasonably be considered useful. Notwithstanding the foregoing, the Employee
may make and retain investments in not more than three percent of the equity of any
such company if such equity is listed on a national securities exchange or regularly
traded in an over-the-counter market.
	 
	 	(d)	 	Prior to and through a two-year period following the Termination of Employment
date, the Employee will not, directly or indirectly solicit or induce for employment on
behalf of any company or entity in competition with the Company or any of its
Affiliates in the business of manufacturing, selling, servicing or repairing mining
equipment or parts, including but not limited to, those entities set forth in the
attached Exhibit 2 (other than any personal assistant hired to work directly for the
Employee), any individual employed by the Company or any of its Affiliates on the
Termination of Employment date or any person who was so employed by the Company or any
of its Affiliates at any time during the preceding three months.
	 
	 	(e)	 	Prior to and through a one-year period following the Termination of Employment, the
Employee will not, directly or indirectly, interfere with, or endeavor to entice away
from Company or any of its Affiliates, any person, firm, corporation, partnership or
entity of any kind whatsoever which is a customer of Company or any of its Affiliates,
or which was a customer of Company or any of its Affiliates, within one year prior to
the Termination of Employment date, and, which the Employee regularly performed
services for, or regularly dealt with, or regularly had contact with such customer on
behalf of the Company or any of its Affiliates, and the Employee obtained knowledge, as
a result of his or her position with the Company or any of its Affiliates, which would
be beneficial to Employee’s efforts to convince such customer to cease doing business
with the Company or any of its Affiliates, in whole or in part.
	 
	 	(f)	 	In the event of a breach of the Employee’s covenants under this Paragraph 10,
the entire Stock Option shall immediately expire as of the date of such breach. The
Employee
acknowledges and agrees that such expiration is not expected to adequately compensate
the Company and its Affiliates for any such breach and that such expiration shall not
substitute for or adversely affect the remedies to which the Company or any of its
Affiliates is entitled under Paragraph 10(g) or at law.




5









 






	 	(g)	 	In the event of a breach of the Employee’s covenants under this Paragraph 10,
it is understood and agreed that the Company and any Affiliate(s) that employed the
Employee shall be entitled to injunctive relief, as well as any other legal or
equitable remedies. The Employee acknowledges and agrees that the covenants,
obligations and agreements of the Employee in Paragraphs 10(a), (b), (c), (d) and (e)
of this Agreement relate to special, unique and extraordinary matters and that a
violation of any of the terms of such covenants, obligations or agreements will cause
the Company irreparable injury for which adequate remedies are not available at law.
Therefore, the Employee agrees that the Company and any Affiliate(s) that employed the
Employee shall be entitled to an injunction, restraining order or such other equitable
relief (without the requirement to post bond) as a court of competent jurisdiction may
deem necessary or appropriate to restrain the Employee from committing any violation of
such covenants, obligations or agreements. These injunctive remedies are cumulative
and in addition to any other rights and remedies that the Company or its Affiliates may
have.
	 
	 	(h)	 	The Company and the Employee hereby irrevocably submit to the exclusive
jurisdiction of the courts of Wisconsin and the federal courts of the United States of
America, located in Milwaukee, Wisconsin, in respect of all disputes involving
Confidential Information, trade secrets or the violation of the provisions of this
Paragraph 10 and the interpretation and enforcement of this Paragraph 10, and the
parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate
venue for any suit or proceeding relating to such matters shall be in such a court,
(ii) all claims with respect to any such matters shall be heard and determined
exclusively in such court, (iii) such court shall have exclusive jurisdiction over the
person of such parties and over the subject matter of any such dispute, and (iv) each
hereby waives any and all objections and defenses based on forum, venue or personal or
subject matter jurisdiction as they may relate to any suit or proceeding brought
before such a court in accordance with the provisions of this Paragraph 10.





     11. Notices. All notices and other communications under this Agreement shall be
in writing and shall be given by hand delivery to the other party or by facsimile, overnight
courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as
follows:


If to the Employee:





			
	If to the Company:	 	Joy Global Inc.

100 East Wisconsin Avenue, Suite 2780

Milwaukee, WI 53202

Attention: Corporate Secretary

Facsimile: 414-319-8520




or to such other address or facsimile number as any party shall have furnished to the other in


6









 






writing in accordance with this Paragraph 11. Notice and communications shall be effective when
actually received by the addressee.




     12. Successors. Except as otherwise provided hereunder, this Agreement shall be
binding upon and shall inure to the benefit of any successor or successors of the Company, and to
any transferee or successor of the Employee pursuant to Paragraph 7.



     13. Laws Applicable to Construction. The interpretation, performance and enforcement
of this Agreement shall be governed by the laws of the State of Delaware as applied to contracts
executed in and performed wholly within the State of Delaware, without reference to principles of
conflict of laws with the exception of Paragraph 10, which will be interpreted, enforced, and
governed by the laws of the State of Wisconsin.



     14. Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
If any provision of this Agreement is held invalid or unenforceable to any extent, the remainder of
this Agreement shall not be affected by that provision and that provision shall be enforced to the
greatest extent permitted by law.



     15. Conflicts and Interpretation. In the event of any conflict between this
Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement,
any term which is not defined in this Agreement, or any matters as to which this Agreement is
silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to
which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend
and rescind rules and regulations relating to the Plan, and (c) make all other determinations
deemed necessary or advisable for the administration of the Plan.



     16. Headings. The headings of paragraphs herein are included solely for convenience
of reference and shall not affect the meaning or interpretation of any of the provisions of this
Agreement.



     17. Amendment. This Agreement may not be modified, amended or waived except by an
instrument in writing signed by both parties hereto. The waiver by either party of compliance with
any provision of this Agreement shall not operate or be construed as a waiver of any other
provision of this Agreement, or of any subsequent breach by such party of a provision of this
Agreement.



     18. Section 409A of the Code. This Agreement and the Plan are intended, and shall be
construed, to comply with the requirements of Section 409A of the Code. However, neither the
Agreement nor the Plan transfers to the Company or any entity or other individual any tax or
penalty that is the responsibility of the Employee. If any
distribution or settlement of a Restricted Stock Unit or Deferred Stock Unit pursuant to the
terms of this Agreement or the Plan would subject the Employee to tax under Section 409A of the
Code, the Company shall modify this Agreement and/or the Plan (in each case, without the consent of
the Employee) in the least restrictive manner necessary in order to comply with the provisions of
Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other
regulatory guidance



7









 







issued under such statutory provisions and, in each case, without any material
diminution in the value of the payments to the Employee.



     19. Counterparts. This Agreement may be executed in counterparts, which together
shall constitute one and the same original.



     20. Miscellaneous.




	 	(a)	 	This Agreement shall not confer upon the Employee any right to continue as an
employee of the Company or its Affiliates, nor shall this Agreement interfere in any
way with the right of the Company or its Affiliates to terminate the employment of the
Employee at any time.
	 
	 	(b)	 	This Agreement shall be subject to all applicable laws, rules and regulations and
to such approvals by any governmental agencies or national securities exchanges as may
be required.





     IN WITNESS WHEREOF, the Employee has executed this Agreement, and the Company has caused this
Agreement to be executed in its name and on its behalf, all as of the date first written above.



	 	 	 	 	 
	 	JOY GLOBAL INC.



Sean D. Major

Executive Vice President, General Counsel and Secretary



EMPLOYEE:

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 




8









 





EXHIBIT 1




EXECUTIVE LEADERSHIP TEAM

STOCK OWNERSHIP POLICY




     Members of the Company’s Executive Leadership Team are subject to the following minimum
ownership requirements for shares of the Company’s common stock:




	•	 	CEO: Five times annual salary. Until the five times annual salary requirement has been
met, the executive is required to retain shares of Common Stock having a market value at least
equal to 50% of the pre-tax compensation realized upon settlement of any restricted stock
units, payment of any performance shares, exercise of any stock options or settlement of any
other stock awards. After the five times annual salary requirement has been met, the CEO is
required to retain, at the retention rate specified in the preceding sentence, a sufficient
number of shares of Common Stock received by the CEO from subsequent settlements of restricted
stock units, payments of performance shares, exercises of stock options and settlements of
other stock awards as may be necessary at that time to satisfy the five times annual salary
requirement.
	 
	•	 	Other Executive Officers: Two and one-half times annual salary. Until the two and
one-half times annual salary requirement has been met, the executive is required to retain
shares of Common Stock having a market value at least equal to 25% of the pre-tax compensation
realized upon settlement of any restricted stock units, payment of any performance shares,
exercise of any stock options or settlement of any other stock awards. After the two and
one-half times annual salary requirement has been met, the executive is required to retain, at
the retention rate specified in the preceding sentence, a sufficient number of shares of
Common Stock from subsequent settlements of restricted stock units, payments of performance
shares, exercises of stock options and settlements of other stock awards as may be necessary
at that time to satisfy the two and one-half times annual salary requirement.
	 
	•	 	Each executive shall not sell, transfer or otherwise dispose of shares of Common Stock (i)
until the respective ownership requirement has been met or (ii) after the respective ownership
requirement has been met, to the extent that the executive would no longer satisfy the
ownership requirement immediately following such sale, transfer or other disposition.
	 
	•	 	For the purposes of this policy, restricted stock units, performance shares and stock
options shall not be considered to be shares of Common Stock.




9









 











EXHIBIT 2




COMPANIES




     This Exhibit forms a part of the Restricted Stock Unit Award Agreement, entered into as of
December 7, 2009, between Joy Global Inc. and Employee.




	 	1.	 	Bucyrus International, Inc.
	 
	 	2.	 	Cogar Manufacturing Inc.
	 
	 	3.	 	Eickhoff Corporation
	 
	 	4.	 	FMC Technologies Inc.
	 
	 	5.	 	Fletcher International or Fletcher Asset
Management
	 
	 	6.	 	Longwall Associates, Inc.
	 
	 	7.	 	Sandvik AB
	 
	 	8.	 	SANY Group Co. Ltd.





10