Table of Contents

|UNITED STATES                           
|----------------------------------------
|SECURITIES AND EXCHANGE
      COMMISSION
|Washington, D.C. 20549                  

FORM 10-K/A(Amendment No.
      1)


☒
    
    ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934FOR THE FISCAL YEAR ENDED October 28,
      2016OR☐
    
    TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE TRANSITION PERIOD from _____ to _____Commission File number
001-09299


JOY GLOBAL INC.(Exact Name of Registrant as Specified in Its
      Charter)


Delaware
    
    39-1566457(State of
      Incorporation)
    
    (I.R.S. Employer
      Identification No.)


100 East Wisconsin Ave, Suite 2780
Milwaukee, Wisconsin 53202(Address of Principal Executive Offices) (Zip Code)

(414) 319-8500(Registrants Telephone Number, Including Area
Code)




Securities registered pursuant to
Section 12(b) of the Act:

Title of Each
      Class
    
    Name of each exchange
      on which registeredCommon Stock, par value $1 per
      share
    
    New York Stock
  Exchange


Securities registered pursuant to
Section 12(g) of the Act: None




Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes☒ No ☐

Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐

Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or such shorter period that the registrant was required to submit and
post such files). Yes☒No ☐

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ☐

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filed or a smaller reporting company. See the definition of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

LARGE ACCELERATED
      FILER
    ☒
    
    ACCELERATED FILER
    ☐NON-ACCELERATED FILER
    ☐
    
    SMALLER REPORTING
      COMPANY
    ☐


Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
No ☒

The aggregate market value of the
voting and non-voting common stock held by non-affiliates as of April 29, 2016,
the last business day of our most recently completed second fiscal quarter, was
approximately $2.1 billion, based on a closing price of $21.30 per
share.

The number of shares outstanding of
registrants common stock as of February 14, 2017 was 99,620,355.

Documents Incorporated by
      Reference


The following documents (or parts
thereof) are incorporated by reference into the following parts of this Form
10-K: None

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Table of Contents

Joy Global Inc.

INDEX TOANNUAL REPORT ON FORM 10-K For The Year Ended October 28,
2016

|                                                                                                              |  | Page
|------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                              |  |     
|PART
      III                                                                                                |  | 03  
|Item 10. Directors, Executive Officers and Corporate
      Governance                                         |  | 03  
|Item 11. Executive Compensation                                                                               |  | 07  
|Item 12. Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder Matters |  | 43  
|Item 13. Certain Relationships, Related Transactions and
      Director Independence                          |  | 45  
|Item 14. Principal Accounting Fees and
      Services                                                         |  | 46  
|                                                                                                             
|PART IV                                                                                                       |  | 47  
|Item 15. Exhibits and Financial Statement
      Schedules                                                     |  | 47  
|Item 16. Form 10-K Summary                                                                                    |  | 47  

|2 | 
|- | 

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| |  | **BOARD
      OFDIRECTORS**
| |  | ---------------------------

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this
Amendment) amends the Annual Report on Form 10-K for the fiscal year ended
October 28, 2016 originally filed on December 16, 2016 (the Original Filing)
by Joy Global Inc., a Delaware corporation (Joy Global, the Company, we,
us or our). We are filing this Amendment to present the information required
by Part III of Form 10-K as we will not file our definitive proxy statement
within 120 days of the end of our fiscal year ended October 28, 2016.
Accordingly, the reference to portions of our definitive proxy statement being
incorporated by reference on the cover page of the Original Filing has been
deleted.

This Amendmentalso supplements Item 15
of Part IV of the Original Filing to include the filing of new Exhibits 31.1,
31.2, certifications of our Chief Executive Officer and Chief Financial Officer,
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), and notes that a Form 10-K summary is not included
pursuant to Item 16.

Except as described above, no other
changes have been made to the Original Filing. The Original Filing continues to
speak as of the date of the Original Filing, and we have not updated the
disclosures contained therein to reflect any events which occurred at a date
subsequent to the filing of the Original Filing.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS

The Board of Directors is responsible
for the oversight of the management and direction of the Company and for
establishing broad corporate policies. The Board of Directors consists of nine
members. The following table shows certain information, including the principal
occupation and recent business experience for each of the nine
individuals.

|Director Since2013 |  | Edward L. Doheny II
      President, Chief Executive
      Officer and a director since December 2013. Previously Mr. Doheny served
      as the Executive Vice President of the Company and President and Chief
      Operating Officer of its Underground Mining Machinery business from 2006
      to 2013. Prior to joining Joy Global, Mr. Doheny spent 21 years with
      Ingersoll-Rand Co. in a series of senior executive positions of increasing
      responsibility, including President of Industrial Technologies from 2003
      to 2005 and previously as President of the Air Solutions Group. Mr. Doheny
      also serves as a director of John Bean Technologies Corporation. He is
      54.
      The Board believes Mr. Doheny is
      qualified to serve as a director based on his experience with the Company
      and in our industry, including his current leadership of the
      Company.                                                                                                                 
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Director Since2001 |  | Steven L. Gerard
      Chairman of CBIZ, Inc., a leading
      provider of integrated business services and products headquartered in
      Cleveland, Ohio. Mr. Gerard served as Chief Executive Officer and a
      director from 2000 to March 2016 and as Chairman since 2002.
      Mr. Gerard is also a director of
      Lennar Corporation and the Las Vegas Sands Corporation. He is
      71.
      The Board believes Mr. Gerard is
      qualified to serve as a director because he has more than 25 years of
      significant experience in senior management, including as a chief
      executive officer and director of other public companies. The Board also
      believes that Mr. Gerard is qualified due to his familiarity with the
      Company and its industry due to his experience as a director since 2001,
      as well as his service as Lead Independent Director and as a member of the
      Audit Committee and his prior service as a member of the Human Resources
      and Nominating Committee.

|3
|-

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|**BOARD
      OFDIRECTORS** |  | 
|--------------------------- |  | 

|Director Since2014 |  | Mark J. Gliebe
      Chairman and Chief Executive
      Officer of Regal Beloit Corporation which is a global manufacturer of
      electric motors and controls, electric generators and controls and
      mechanical motion control products. Mr. Gliebe has served as Chief
      Executive Officer of Regal Beloit since May 2011 and as Chairman since
      January 2012. Prior to assuming these roles, Mr. Gliebe served as
      President and Chief Operating Officer of Regal Beloit from December 2006
      to May 2011 and Vice President and President-Electric Motors Group from
      January 2005 to December 2005. Prior to joining Regal Beloit, Mr. Gliebe
      was employed by General Electric Company from 2000 to 2004 as the General
      Manager of GE Motors & Controls in the GE Consumer & Industrial
      business unit. He is 56.
      The Board believes Mr. Gliebe is
      qualified to serve as a director based on his experience and perspectives
      as an incumbent chief executive officer of a leading global manufacturing
      business, his significant experience in operations and manufacturing, and
      his significant knowledge and understanding of our business and
      industry.                                                                                                                                                                                                                                           
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Director Since2011 |  | John T. Gremp
      Chairman of FMC Technologies,
      Inc., a major manufacturer of oilfield equipment. Mr. Gremp served as
      Chief Executive Officer from 2011 to December 2015 and as Chairman since
      November 2011. Mr. Gremp previously served as President and Chief
      Operating Officer from April 2010 to February 2011 and as Executive Vice
      President of FMC Technologies Energy Systems business from January 2007
      to March 2010. He served as Vice President of FMC Technologies Energy
      Production Systems business from 2004 to December 2006. Mr. Gremp
      previously served in a series of management positions of increasing
      responsibility after joining the company in 1975. He is 65.
      The Board believes Mr. Gremp is
      qualified to serve as a director based on his service to the Company to
      date, including his current service as chair of our Human Resources and
      Nominating Committee, and his experience as the chief executive officer
      and chairman of a large, publicly traded company that designs and
      manufactures equipment used in the global energy industry. In addition,
      Mr. Gremp has extensive operations management experience, which includes
      prior leadership of each of FMC Technologies business segments, and
      knowledge and understanding of the financial, regulatory, legal and
      accounting issues affecting public companies of our size.
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Director Since1996 |  | John Nils Hanson
      Chairman. Mr. Hanson has served
      as our Chairman since 2000. He previously served as our President and
      Chief Executive Officer from 1999 to 2006. Mr. Hanson ran a series of
      industrial product and capital goods businesses before joining Joy
      Technologies Inc. in 1990, where he served as President of the Underground
      Mining Machinery Division until its acquisition by us in 1995. He has a
      Ph.D. in nuclear engineering/reactor physics. Mr. Hanson has also served
      as a director of Arrow Electronics, Inc. since 1998. He is 75.
      The Board believes that Mr.
      Hanson is qualified to serve as a director based on his longstanding
      leadership of the Board, his seven years of experience as our Chief
      Executive Officer, and his significant knowledge and deep understanding of
      our business and industry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Director Since2006 |  | Gale E. Klappa
      Chairman of WEC Energy Group,
      formerly Wisconsin Energy Corporation, a Milwaukee-based holding company
      with subsidiaries in utility and non-utility businesses since 2004. Mr.
      Klappa served as Chief Executive Officer from 2004. Since 2010, Mr. Klappa
      has also served as a director of Badger Meter, Inc., a publicly traded
      leader in the development and manufacture of flow management solutions. He
      is 66.
      The Board believes Mr. Klappa is
      qualified to serve as a director based on his experience as chairman and
      chief executive officer of a publicly traded company and service as chair
      of our Audit Committee, coupled with his industry knowledge and
      understanding of public company financial statement
      requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| |  | **BOARD
      OFDIRECTORS**
| |  | ---------------------------

|Director Since2001 |  | Richard B. Loynd
      President of Loynd Capital
      Management. Mr. Loynd has previously served as chairman and/or chief
      executive officer, or as a director, of a number of public companies doing
      business in the industrial and consumer product areas. He is
89.
      The Board believes Mr. Loynd is
      qualified to serve as a director based on his service as chair of our
      Human Resources and Nominating Committee from 2001 to 2015, as a member of
      our Executive Committee from 2001 to 2014 and chair of the Executive
      Committee from 2001 to 2012, and as our Lead Independent Director from
      2007 to 2013. In addition, the Board believes Mr. Loynd is qualified to
      serve as a director based on his deep understanding of our operations,
      industry, markets and management and 50 years of experience as a senior
      executive.
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Director Since2001 |  | P. Eric Siegert
      Senior Managing Director of
      Houlihan Lokey Howard & Zukin, an international investment banking
      firm. He is 51.
      The Board believes Mr. Siegert is
      qualified to serve as a director based on his service on the Board since
      2001, his service on the Audit Committee, and his significant
      understanding of financial matters and public company financial statement
      requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Director Since2001 |  | James H. Tate
      Independent consultant. From 2005
      to 2006, Mr. Tate was Executive Vice President, Chief Administrative
      Officer, and Chief Financial Officer of TIMCO Aviation Services, Inc. Mr.
      Tate also served as our acting Chief Financial Officer from March 4, 2008
      to December 9, 2008. Mr. Tates career includes 18 years as an accountant
      with Ernst & Young, LLP, including six years as an audit partner. He
      is 69.
      The Board believes Mr. Tate is
      qualified to serve as a director based on his service on the Board since
      2001, his many years of experience as a member of the Audit Committee, and
      as acting Chief Financial Officer during 2008, coupled with his industry
      knowledge and understanding of financial
matters.                                                                                     

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|**SECTION
      16(a)BENEFICIAL
OWNERSHIPREPORTINGCOMPLIANCE** |  | 
|-------------------------------------------------------------- |  | 

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Exchange Act
requires our directors, executive officers and beneficial owners of more than
10% of the Company common stock, to file reports of ownership and changes in
ownership of its equity securities with the SEC. Based solely upon a review of
Forms 3, 4 and 5 and any amendments thereto furnished to us, andwritten representations provided to us, during the fiscal year
ended October 28, 2016, we believe that our directors, officers and beneficial
owners of more than 10% of our common stock complied with all Section 16(a)
filing requirements during the fiscal year ended October 28, 2016.

CODE OF ETHICS

The Board of Directors has adopted a
Code of Ethics applicable to the Chief Executive Officer and senior financial
officers, including the Chief Financial Officer and Chief Accounting Officer.
The most recent version of the Code of Ethics, which is consistent with
regulations of the Securities and Exchange Commission (SEC) and New York Stock
Exchange listing standards, is available on our website atwww.joyglobal.com, under the Governance tab in the Leadership
section of the Investor Center page.

In the event of any amendment to, or
waiver from, a provision of the Code of Ethics, we will promptly post the date
and nature of such amendment or waiver, as well as related information, on our
website.

CORPORATE GOVERNANCE

The Board of Directors is responsible
for the oversight of the management and direction of the Company and for
establishing broad corporate policies. The Boards approach to corporate
governance is reflected in our Corporate Governance Principles and the structure
of Board committees that operate under written charters. The CorporateGovernance Principles and charters for the
Boards three standing committees  Audit, Human Resources and Nominating, and
Executive  may be viewed on our website: www.joyglobal.com, under the
Governance tab in the Leadership section of the Investor Center page.

AUDIT COMMITTEE AND AUDIT COMMITTEE
FINANCIAL EXPERT

The Audit Committee is a separately
designated committee of the Board, established in accordance with Section
3(a)(58)(A) of the Exchange Act. Current members of the Audit Committee are Gale
E. Klappa (Chair), Steven L. Gerard, P. Eric Siegert, and James H. Tate. The
Board of Directors has determined that Messrs. Klappa, Gerardand Tate are each audit committee financial experts within the
meaning of SEC rules. The Board of Directors has also determined that all
members of the Audit Committee are independent and financially literate under
New York Stock Exchange Listed Company Manual Sections 303A.02 and 303A.07,
respectively.

HUMAN RESOURCES AND NOMINATING
COMMITTEE

The Human Resources and Nominating
Committee is a separately designated committee of the Board, which is
responsible for making recommendations and decisions relating to compensation,
director nominations and corporate governance. Current members of the Human
Resources and Nominating Committee are John T. Gremp (Chair),Mark J. Gliebe, and Richard B. Loynd. The Board of Directors
has determined that all members of the Human Resources and Nominating Committee
are independent under New York Stock Exchange Listed Company Manual Section
303A.02.

EXECUTIVE COMMITTEE

The Executive Committee may act upon a
matter when it determines that prompt action is in the best interests of the
corporation and it is not feasible to call a meeting of the full Board. In
connection with the performance of its responsibilities, the Executive Committee
hasall powers of the Board of Directors, except
as prohibited by law or otherwise limited by our Certificate of Incorporation or
bylaws or by Board resolution. Current members of the Executive Committee are
John Nils Hanson (Chair), Edward L. Doheny, and Steven L. Gerard.

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| |  | **EXECUTIVE
      COMPENSATION**
| |  | --------------------------------

ITEM 11. EXECUTIVE
COMPENSATIONEXECUTIVE
COMPENSATION

REPORT OF THE HUMAN
RESOURCES AND NOMINATING COMMITTEE

To our Shareholders:

As we reflect on Fiscal 2016, we are
proud of the results that our executive team delivered under extremely
challenging market conditions. Presented below are key messages from the Human
Resources and Nominating Committee (the Committee) regarding our Fiscal 2016
performance and implications for compensation design and
delivery.

|FISCAL 2016 PERFORMANCE
HIGHLIGHTS
|----------------------------------

In Fiscal 2016, the Company remained
focused on our growth initiatives, continuing cost reduction efforts and
managing our cash. These actions have driven stable cash flows and mitigated the
effect on our profitability in the current commodity market down cycle. As our
customers struggle through difficult economic conditions, the Company has done
well relative to other companies in our industry, many of which are operating at
a loss or engaged in major restructuring. We believe the actions taken by our
executives have well positioned the business for when market conditions
improve.

On July 21, 2016, the Company announced
our proposed merger with Komatsu America Corp., a subsidiary of Komatsu Ltd. We
believe that our resilience, corporate culture and positioning for the future
led Komatsu to pursue this transaction. The transaction is valued at $3.7
billion (including our outstanding debt), and delivers cash value to our
shareholders at $28.30 per share, representing a premium of approximately 20%
based on our closing stock price the day prior to the announcement. We expect
the transaction to close by mid-2017, but closing may occur earlier depending on
the progress of the remaining regulatory clearance procedures.

|FISCAL 2016 COMPENSATION
DECISIONS
|----------------------------------

A summary of our key Fiscal 2016
compensation actions is presented below.

|● | Retention Awards. Our
      named executive officers, or NEOs, have steered the Company through severe
      economic challenges that commenced in 2012 within the mining industry.
      Forecasts accurately suggested that market conditions would be weak in
      Fiscal 2016 and remain so at least through Fiscal 2017. These continuing
      economic conditions and the resulting decline in our stock price elevated
      our concern that we could be at risk of losing key members of our
      executive leadership team. As a result, when making compensation decisions
      for Fiscal 2016, we believed it was imperative to mitigate the risk that
      our NEOs, which through effective leadership had advanced our strategic
      plan despite the mining industry down cycle, would pursue other
      opportunities. Such undesirable attrition would have impaired our ability
      to continue to advance our strategic plan, especially because we
      anticipated the industry distress to complicate our ability to attract new
      talent. Accordingly, in Fiscal 2016 we approved one-time retention grants
      to Messrs. Doheny, Sullivan, Major and Maritz, our NEOs other than Mr.
      Salditt, in the form of restricted stock units (the Retention Awards).
      To encourage continued service, these awards vest 50% on each of the
      second and third anniversaries of the grant date.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Shifting of Equity Mix. We
      seek to continually refine and improve our compensation program to ensure
      it aligns with recognized best practices and supports our strategic plans
      and human resource objectives. In further support of the need to retain
      our executiveleadership team and to ensure
      proper focus on restoration of our stock price, we determined that target
      equity values assigned to each NEO should be evenly allocated among
      performance share awards, stock options and restricted stock units as
      opposed to the prior year weighting of 60%, 25% and 15%, respectively. The
      increased weighting to stock options ensures that compensation realized by
      our NEOs would be more closely tied to appreciation in shareholder value,
      and the increased weighting to restricted stock units supports our talent
      retention objective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|● | Use of Higher Stock Price to
      Model Equity Grants. Our depressed stock price has resulted in
      increased share usage for equity grants in recent years. Notwithstanding
      the strong investor support expressed for retaining our executive
      leadership team, a small number of shareholders have expressed concern
      about dilution and the potential for a windfall if our share price
      recovers. To address these concerns and to reduce the applicable
      compensation expense, for Fiscal 2016 awards, we converted a targeted
      dollar value of award opportunity into a number of shares using a $22
      stock price rather than the $12.19 closing stock price on the grant date.
      This change applied to all recipients of equity awards granted in Fiscal
      2016, including our NEOs. The use of a higher assumed share price resulted
      in approximately 45% fewer shares granted than if the actual share price
      was used.                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|**EXECUTIVECOMPENSATION** |  | 
|------------------------- |  | 

|SHAREHOLDER FEEDBACK
|--------------------

We value shareholder feedback and
consider shareholder perspectives when making decisions about our compensation
program. In Fiscal 2016, our Board of Directors initiated shareholder outreach
to understand our shareholders views on our executive compensation program.
Through this direct engagement, which was led by John Hanson, our Board
Chairman, and John Gremp, our Committee Chair, we learned that shareholders
generally understand the difficult industryenvironment in which we are operating and support our compensation
framework. Although a small number of shareholders raised concerns about certain
issues, such as share dilution and the size of some companies in our peer group,
we did not receive any feedback indicating discontent with compensation paid to
our NEOs or widespread criticism of any particular issue.

|COMMITMENT TO BEST PRACTICES AND PAY FOR
  PERFORMANCE
|------------------------------------------------------

Notwithstanding the severe talent
retention challenges that we face due to the economic climate within the mining
industry, we remain wholly committed to our executive compensation philosophy.
As a result of the Companys performance relative to pre-established goals, the
annual cash incentive yielded only a moderate below-target payout this
year and did not result in any payment for Fiscal 2015.
In addition, our continuing NEOs have forfeited three consecutive years of
performance share awards. We will continue to focus on accountability for
strategic objectives and creating value for our shareholders.

****

In conclusion, we encourage our
shareholders to carefully read the Compensation Discussion and Analysis (the
CD&A) and accompanying tables and narratives that follow. We have reviewed
and discussed the CD&A with management and, based upon this review,
recommended to the Board of Directors that the CD&A be included in this
Amendment No. 1 to our Annual Report on Form 10-K for the year ended October 28,
2016.

The Human
Resources and Nominating Committee

John T. Gremp (Chair) Mark J.
Gliebe Richard B. Loynd

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| |  | **COMPENSATIONDISCUSSION
      ANDANALYSIS**
| |  | --------------------------------------------

COMPENSATION
DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

|OUR NEOS
|--------

In this CD&A, we often refer to our
named executive officers, or NEOs. Our Fiscal 2016 NEOs are the five individuals
listed below.

|● | Edward L. Doheny II, our
      President and Chief Executive Officer (the CEO) 
|- | ---------------------------------------------------------------------------------
|● | James M. Sullivan, our Executive
      Vice President and Chief Financial Officer
|● | Sean D. Major, our Executive Vice
      President, General Counsel and Secretary 
|● | Johannes S. Maritz, our Executive
      Vice President, Human Resources          
|● | Peter B. Salditt, our President
      Underground and Hard Rock Mining           

Mr. Salditt was designated as an
executive officer at the beginning of Fiscal 2016 and in prior years was subject
to our compensation program for employees who are not executive officers.
Accordingly, we refer to Messrs. Doheny, Sullivan, Major and Maritz as the
continuing NEOs with respect to compensation granted to NEOs in prior years and
for purposes of prior year comparisons.

|EXECUTION ON STRATEGY IN FISCAL
2016
|------------------------------------

Notwithstanding the expected
distractions related to the imminent Komatsu acquisition, we finished Fiscal
2016 strong by staying focused and executing well on our profitable growth
strategies and by delivering on our financial commitments in what has beenthe toughest market mining has ever seen. Though
we have been dealing with the expected distractions related to the imminent
Komatsu acquisition, our team executed our growth strategies and achieved world
class operational performance.



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|**COMPENSATIONDISCUSSION
      ANDANALYSIS** |  | 
|-------------------------------------------- |  | 

Late 2016, we saw the beginning of
global commodity markets rebalancing as supply surpluses started to be absorbed
and pricing improved from decade low-levels. Despite these improvements, the
mining industry remains focused on driving production efficiencies and balancesheet improvement which has resulted in a decline
in capital spending of nearly 25 percent versus 2015. While there have been some
recent improvements with certain commodity prices, the industry is projecting
capital expenditures will decline for the fifth consecutive year in 2017.

|Our Strategies
      Creating Competitive Advantage
|---------------------------------------------------
|                                                   

Despite the continued challenges in the
industry, we were able to achieve a number of strategic and operational
objectives in Fiscal 2016. Driven by our JOY Operational Excellence programs,
we were able to beat our stretch cost reduction and inventory targets for the
year while improving our on-time delivery. We again delivered strongcash generation for the year and were able to
invest in, and bring to market, several new products and service offerings that
improve our strategic positioning and enable our customers to safely improve
their productivity in this tough market.



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| |  | **COMPENSATIONDISCUSSION
      ANDANALYSIS**
| |  | --------------------------------------------

We had 15 facilities around the world
that achieved zero incidence rates for the entire year, a 25 percent improvement
from Fiscal 2015. Additionally, our company-wide recordable incident rate was
under 1.0 for the entire year; a company record and is world class performance
for an industrial manufacturer. Similarly to our customers, our commitment to a
zero-harm culture will remain a key focus in Fiscal 2017.

We continued to maintain our market
leading share in our traditional markets and we were able to take share in our
growth markets of hard rock and industrial minerals. We finished Fiscal 2016
with overhalf of our business coming from
non-coal applications versus 31% just five years ago. Hard rock, industrial
minerals, quarries, and tunneling applications are growth markets for us with
our technology innovation and new products that are safer and more productive
than current mining methods. By demonstrating our superior products and lowest
total cost of ownership, we were able to gain market share by converting several
mine operations from traditional drill and blast to our high-productivity
continuous mining methods.

|Strategies are
      Moving the Needle . . .
|--------------------------------------------
|Commodities We Serve                        
|                                            
|                                            
|                                            

We continued to invest in new products,
services, and solutions to create profitable growth. During Fiscal 2016, we made
significant advances with our hybrid shovel, underground hard rock Joy SR Hybrid
Drive LHDs and prototype DynaCutTM hard rock continuous mining system currently
working in an Australian gold mine. These products are now proving their
capabilities with the hybrid shovel and LHDs now commercially available and the
DynaCutTM set to go to market in the next few years. Additionally, we achieved
growth in our differentiated Joy branded, consumables offerings and
expect to see even stronger growth rates as new equipment purchases are made
over the next 12 to 18 months.

We have continued to invest in our
service capabilities by expanding our service facility footprint by nearly 40%
over the last two years to better serve our global fleet of equipment. We
continue to develop new service offerings and increase our Joy Smart Solutions
connectivity to our fleet around the world.

|11
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Table of Contents

|**COMPENSATIONDISCUSSION
      ANDANALYSIS** |  | 
|-------------------------------------------- |  | 

|Service
      Leader:Consumables, Life-Cycle
      Management, JoySmart Solutions |                                                                                                                                                                                                                                                                                                               
|--------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                 
|●                                                                                 | Captured market share and
      realized approximately $257 million dollars (~11% of our total sales) of
      consumables sales and JoySmart technology solutions by offering our
      branded ground engagement tools, undercarriage, dippers, picks and drums
      for the various equipment in our fleet
|●                                                                                 | Increased capture rates on a
      declining fleet through our product differentiation and ability to
      demonstrate the lowest cost of ownership while maximizing production with
      a constant goal of zero-harm                                                                                    
|●                                                                                 | Expanded our service facility
      footprint by nearly 40% over the last two years to better serve our fleet
      of equipment in the field as well as provide new service offerings and
      technical field experts at our customers mine sites                                                         
|●                                                                                 | Increased Life-Cycle Management
      revenue in Fiscal 2016 for the surface business and underground business
      by 11% and 4%, respectively                                                                                                                                                              
|●                                                                                 | Increase of JoySmart Contracts by
      39%                                                                                                                                                                                                                                                                   

|Joy Operational
      Excellence:World-Class Processes,
      World-Class Safety & World-Class Productivity |                                                                                                                                                                                                                                                                                                        
|----------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                           
|●                                                                                                           | Driving World-Class safety
      through a 25 percent increase in the number of our facilities with
      zero-harm days; now totaling 15 for Fiscal 2016. Additionally, our
      company-wide recordable incident rate was under 1.0 for the entire year; a
      company record                     
|●                                                                                                           | Drove inventory reduction of over
      $163 million on a constant-currency basis in Fiscal 2016 while improving
      our on-time delivery                                                                                                                                                            
|●                                                                                                           | Optimized our global
      manufacturing footprint reducing square footage by nearly 50 percent
      contributing to our total restructuring cost savings in Fiscal 2016 of
      over $100 million                                                                                                   
|●                                                                                                           | Leveraging our Operational
      Excellence principles with our customers at their mine sites, we
      demonstrated how our continuous mining methodologies and product
      differentiation could substantially reduce our customers total operating
      costs and won several orders as a result
|●                                                                                                           | Total cash generation1
      of $264 million during the year, on par with the level of total cash
      generated1 in Fiscal 2015                                                                                                                                                                      

1: Total Cash Generation = Cash provided
by operating activities - capital expenditures + non-core asset sales

|12 | 
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Table of Contents

| |  | **COMPENSATIONDISCUSSION
      ANDANALYSIS**
| |  | --------------------------------------------

|High Growth
      Markets:Hard Rock, Industrial
      Minerals, Quarries, Tunneling |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                   
|●                                                                                   | Greater than 50% of our business
      now comes from non-coal applications versus close to 30% five years
      ago                                                                                                                                                                                                                                                                                                                                                                                           
|●                                                                                   | By demonstrating our product
      differentiation and lowest total cost of ownership, we were able to gain
      market share by converting several mine operations from traditional drill
      and blast to our high-productivity continuous mining methods. This
      strategic focus led to multiple orders of heavy continuous miners and
      flexible conveyor train systems in 2016 and we now are realizing nearly 10
      percent of our business coming from industrial and other
      minerals
|●                                                                                   | Introduced our new line of Joy SR
      Hybrid Drive LHDs for underground hard rock, which includes 18- and 22-ton
      models                                                                                                                                                                                                                                                                                                                                                                                
|●                                                                                   | Delivered over $125 million on
      new bookings into the domestic Indian coal market. This market is in its
      early growth stages and will play an important role for our company as we
      deliver profitable growth in the future                                                                                                                                                                                                                                                                    
|●                                                                                   | Through successful and accretive
      acquisitions, we were able to strategically enhance our product offerings
      in hard rock being able to better serve our customers and take market
      share                                                                                                                                                                                                                                                                                                       





|New Products &
      Services:Innovations that move the
      needle
|--------------------------------------------------------------------
|                                                                    
|●                                                                   
|●                                                                   
|●                                                                   
|●                                                                   
|●                                                                   
|●                                                                   

|13
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Table of Contents

|**COMPENSATIONDISCUSSION
      ANDANALYSIS** |  | 
|-------------------------------------------- |  | 



|SHAREHOLDER FEEDBACK
|--------------------

In connection with our 2016 annual
shareholder meeting, our Board of Directors commenced an outreach initiative to
solicit feedback on our compensation program. Mr. Hanson, our Board Chairman,
and Mr. Gremp, our Committee Chair, met with our top 13 shareholders, which
collectively represented 59% of our share ownership. Set forth below is a
summary of investor perspectives shared through the engagement
process.

|● | Appreciated unprecedented
      macroeconomic challenges facing the business
|- | ----------------------------------------------------------------------------
|● | Understood our compensation
      framework                                 
|● | Recognized realized pay for our
      CEO is low                            
|● | Acknowledged retention risk for
      key talent                            
|● | Some shareholders raised the
      following concerns:                      

|● | Potential share dilution
      resulting from equity awards granted at depressed stock
  price 
|- | -----------------------------------------------------------------------------------------------
|● | Certain companies in our peer
      group appeared to be larger than accepted size
  parameters

| |  | Our Board Chairman and Committee
      Chair met with59%of our share
      ownership
| |  | ------------------------------------------------------------------------------------

Some of the adjustments to our Fiscal 2016
compensation program, as described below, address this investor
feedback.

|14 | 
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Table of Contents

| |  | **COMPENSATIONDISCUSSION
      ANDANALYSIS**
| |  | --------------------------------------------

|FISCAL 2016 PAY DECISIONS
|-------------------------

For Fiscal 2016, the Committee set
target total direct compensation for each NEO, on average, at the median of our
peer group, although as described earlier and in detail below, the resulting
target pay was well below median because of the manner in which we converted
target long-term incentive value into shares. Consistent with practice in prior
years, a significant portion of target total direct compensation is composed of
at-risk pay. Our program is designed to increase the proportion of an
executives pay that is considered to be at-risk as responsibilities increase,
and, accordingly, ability to impact performance increases.

We consider at-risk compensation to
include annual cash incentive awards and long-term equity awards because the
value of such compensation is tied to our operating performance and the
performance of our common stock. We refer to base salary and at-risk
compensation together as total direct compensation.

The following pay mix chart
demonstrates our emphasis on at-risk pay, as well as the weighting of each
performance-based component as a percentage of Fiscal 2016 target total direct
compensation. For purposes of reporting target total direct compensation, annual
cash incentive and performance share awards are reported at target
levels.

Target Total
Direct Compensation Mix*

|CEO                        
|---------------------------
|                           
|                           
|Average of
      Other NEOs
|                           

|* | Target total direct compensation
      mix does not include the Retention Awards granted in Fiscal 2016, which
      the Committee views as one-time awards for the specific purpose of
      addressing retention concerns and not as part of our ongoing compensation
      framework.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Summary of the
Fiscal 2016 Compensation Program

|● | At-risk compensation exceeded 85%
      of target total direct compensation for our CEO and 73% of average target
      total direct compensation for all of our other NEOs.                                                                                                        
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | The Committee did not approve any
      increases in base salaries for the continuing NEOs in Fiscal
      2016.                                                                                                                                                                    
|● | The Fiscal 2016 annual cash
      incentive was achieved at 50% of target for plan participants, including
      our CEO and other NEOs.                                                                                                                                            
|● | The Fiscal 2016 award value for
      long-term equity was evenly allocated: 1/3 performance shares, 1/3 stock
      options and 1/3 restricted stock units.                                                                                                                        
|● | The continuing NEOs Fiscal
      2014-2016 performance share awards were forfeited due to failure to
      achieve applicable performance targets. This marked the third straight
      year that the continuing NEOs performance share awards did not result in
      any payout.

|15
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Table of Contents

|**COMPENSATIONDISCUSSION
      ANDANALYSIS** |  | 
|-------------------------------------------- |  | 

|FISCAL 2016 PROGRAM CHANGES
|---------------------------

Our compensation structure remained
substantially the same in Fiscal 2016 as in prior years, with increased emphasis
on the retention of our executive team. However, certain adjustments to our
compensation program were made for Fiscal 2016 and are discussed
below.

|Adjustment | Rationale                                                                                                                                                
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|●          | Shifted mix of long-term equity
      awards to:                                                                                                         
|           | ●                                                                                                                                                        
|           | ●                                                                                                                                                        
|           | ●                                                                                                                                                        
|●          | Utilized higher stock price ($22)
      for converting the targeted equity award value to shares rather than
      actual price on date of grant ($12.19)
|           |                                                                                                                                                          
|●          | Added double-trigger change in
      control feature to all Fiscal 2016 equity awards                                                                    
|●          | Changed benchmarking peer group
      to remove outsized companies                                                                                       
|*Removed:* | Illinois Tool Works Inc.Ingersoll-Rand plc                                                                                                               
|           |                                                                                                                                                          

|16 | 
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Table of Contents

| |  | **COMPENSATIONDISCUSSION
      ANDANALYSIS**
| |  | --------------------------------------------

|FISCAL 2016 COMPENSATION
FRAMEWORK
|----------------------------------

The Committee annually determines the
mix and weightings of the elements of our compensation program. The framework
for Fiscal 2016 executive compensation is set forth below.

Compensation
Framework



|* | The annual cash incentive plan
      for our executive officers requires that we generate positive pre-tax
      income before any payout will be considered by the
  Committee.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|RETENTION AWARDS
|----------------

The cyclical nature of the mining
industry and unprecedented macroeconomic challenges elevate the talent retention
risk that we have been trying to manage for several years. The Committee
believes that our NEOs have prudently managed our business and positioned us for
the future, and that we need to ensure continuity in the advancement of our
strategic plans.

To address these retention concerns,
the Committee granted Retention Awards to Messrs. Doheny, Sullivan, Major and
Maritz. To serve their retentive purpose, these awards vest 50% on each of the
second and third anniversaries of the grant date. The Committee views the
Retention Awards as one-time awards for the specific purpose of addressing
retention concerns and not as part of our ongoing compensation
framework.

|PAY FOR PERFORMANCE ALIGNMENT
|-----------------------------

The severe industry downturn, including
the adverse effect on our stock price, has resulted in actual pay to our NEOs
significantly below the target total direct compensation levels established by
the Committee.

Annual Cash
Incentive. For Fiscal 2016, our annual cash incentive resulted in a
payout of 50% for plan participants, including our CEO and other NEOs. This
payout, which is below-target and follows a year in which performance did not
meet the threshold for any payment, is primarily the result of effective cost
reduction strategies.

Long-Term Equity
Awards. The decline in value of our NEOs long-term equity awards and the
fact that the continuing NEOs have not earned performance shares beginning with
grants made in Fiscal 2012underscores the degree
to which our executive compensation program aligns pay and performance. The
impact of performance on recent awards under our incentive programs is set forth
below.

|● | Performance shares granted to the
      continuing NEOs for the Fiscal 2012-2014, 2013-2015 and 2014-2016 cycles
      were forfeited                                         
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Performance shares granted to the
      continuing NEOs for the Fiscal 2015-2017 cycle are on track to be
      forfeited based on performance                                
|● | All outstanding stock options 
      other than those granted in Fiscal 2009 and Fiscal 2016  are
      significantly underwater                                            
|● | Value of all restricted stock
      unit grants  other than those granted in Fiscal 2016  declined in value
      in the same proportion as the decline in our stock
  price

|17
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Table of Contents

|**COMPENSATIONDISCUSSION
      ANDANALYSIS** |  | 
|-------------------------------------------- |  | 

In addition to the forfeited
compensation opportunities described above, because we maintain robust stock
ownership guidelines under which our NEOs are required to accumulate and hold
specified levels of our stock, all of our NEOs have experienced losses in their
direct holdings commensurate with long-term shareholders. Refer to page 28 for a
description of our ownership policy.

Realized
Pay. Our NEOs actual compensation over the past three years varies
significantly from the amounts disclosed in the Summary Compensation Table on
page 30. In Fiscal 2016, the continuingNEOs
realized compensation was limited to base salary, a moderate annual cash
incentive payment and restricted stock units granted in prior years that vested
with severely diminished values. For our CEO, realized pay was less than 30% of
the compensation reported in the Summary Compensation Table for Fiscal 2016 and
the average realized pay for our other NEOs was less than 50%. The charts below
show realized total direct compensation as a percentage of reported total direct
compensation.

Realized Compensation as a Percentage of Reported
Compensation

CEO

|2016: | 
|----- | 
|2015:
|2014:

Average of Other
NEOs

|2016: | 
|----- | 
|2015:
|2014:

Additional detail about how we calculate
realized total direct compensation is discussed in the Supplemental Disclosure
with Respect to Realized Compensation section of this CD&A.

|COMMITMENT TO BEST PRACTICES
|----------------------------

|Our practices
      include:                                                                                                                                                                                                                                                                                      | Our practices
      exclude:                                                                                                                                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|✓Annual compensation review
      ✓Equity grant process annually
      ✓Stock ownership guidelines
      ✓Clawback policy
      ✓Anti-hedging policy
      ✓Independent compensation consultant
      ✓Annual risk assessment
      ✓Double-trigger change in control severance payments and
      equity vesting | ✗Employment agreements (other than change in
      control)
      ✗Option repricing without shareholder
      approval
      ✗Dividend accrual on performance share awards or stock
      options
      ✗Gross-ups on change in control severance payments and
      other perquisites

|18 | 
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Table of Contents

| |  | **COMPENSATIONDISCUSSION
      ANDANALYSIS**
| |  | --------------------------------------------

OUR EXECUTIVE
COMPENSATION PHILOSOPHY

Our goal is to retain and attract
experienced and talented executive officers and other senior managers to develop
them to achieve our short-term and long-term operational and strategic
objectives that produce and promote shareholder value. To achieve this goal, we
are guided by the principles set forth below.

|● | We seek to provide opportunity to
      earn compensation that is competitive with
      other manufacturing companies of comparable size, global reach and
      complexity.                                                                                                                                                            
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | We strongly emphasize a culture of pay for performance to provide incentives
      and accountability for working toward the achievement of our strategic and
      operational objectives.                                                                                                                                              
|● | We design our incentive programs
      with the goal of ensuring that actual realized pay varies above or below
      targeted compensation opportunity based on achievement
      of challenging corporate and individual performance goals and
      demonstration of outstanding commitment and contribution to our
      performance.
|● | We prioritize equity compensation
      to focus on our long-term financial success and create alignment with shareholder
  interests.                                                                                                                                                                                                   

OUR FISCAL 2016
COMPENSATION PROGRAM

|FISCAL 2016 TARGET TOTAL DIRECT
  COMPENSATION
|----------------------------------------------

The Committee primarily evaluates and
determines NEO pay based on target total direct compensation. We believe that
target total direct compensation appropriately focuses on the components that
areintended, collectively, to compensate and
create incentives for our NEOs with respect to annual and long-term
performance.

The following table provides an
overview of target total direct compensation for our NEOs in Fiscal
2016.

Fiscal 2016
Target Total Direct Compensation*

|NEO                | Base
      Salary | Annual
      CashIncentive | Stock andOption
      Grants | Target TotalDirect
      Compensation | % Changefrom
      Fiscal2015
|------------------ | ----------------- | -------------------------- | ---------------------------- | ------------------------------------- | -----------------------------
|Mr.
      Doheny   | $973,350          | $973,350                   | $3,459,030                   | $5,405,730                            | -12.6%                       
|Mr.
      Sullivan | $562,380          | $393,666                   | $1,189,057                   | $2,145,103                            | -4.3%                        
|Mr.
      Major    | $483,070          | $289,842                   | $686,763                     | $1,459,675                            | -11.0%                       
|Mr.
      Maritz   | $382,130          | $229,278                   | $544,193                     | $1,155,601                            | -10.8%                       
|Mr.
      Salditt  | $615,000          | $430,500                   | $593,315                     | $1,638,815                            | 32.9%                        

* This table does not include all of
the information included in the Summary Compensation Table, which appears on
page 30. In particular, this table excludes the Retention Awards granted in
Fiscal 2016 because the Committee views the Retention Awards as one-time awards
made for the specific purpose of addressing retention concerns, and not as part
of our ongoing compensation framework. Amounts reported in the Change in
pension value and nonqualified deferred compensation and All other
compensation columns of the Summary Compensation Table are also
excluded.

The year over year change in target
total direct compensation for the continuing NEOs (excluding their Retention
Awards) is a result of the decrease in grant date fair value for the long-term
equity awards granted in Fiscal 2016. The change in grant date fair value for
Fiscal 2016 equity awards is attributable to the Committees decision to utilize
a higher stock price ($22.00) for modeling target equity awards rather
than the actual price on the grant date ($12.19), which
resulted in grants of approximately 45% fewer shares and value at target to each
NEO than if the grant date price had been used. The increase reported for Mr.
Salditt is due to increased base salary and target cash incentive in connection
with his designation as an executive officer at the beginning of Fiscal
2016.

|19
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|**COMPENSATIONDISCUSSION
      ANDANALYSIS** |  | 
|-------------------------------------------- |  | 

|COMPONENTS OF FISCAL 2016 TARGET TOTAL DIRECT
      COMPENSATION
|----------------------------------------------------------------

| |                                                                                                                                                                                                                                                                                                                                    |   |                                                                                   | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------------------------------------------------------------------------------- | 
| | Base
      Salary                                                                                                                                                                                                                                                                                                                  | ● | Provides a level of stable income
      that is competitive within our peer group | 
| |                                                                                                                                                                                                                                                                                                                                    | ● | Considers and rewards individual
      performance and time in position           | 
| |                                                                                                                                                                                                                                                                                                                                    |  
| | At the first meeting of Fiscal
      2016, the Committee considered base salaries for our executive officers.
      Following adjustments in Fiscal 2015 to bring our CEOs base salary closer
      to the market median, the Committee determined that there would be no
      increases in Fiscal 2016 for the continuing NEOs. |  
| |                                                                                                                                                                                                                                                                                                                                    |   |                                                                                   | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------------ | 
| | Annual
      Cash Incentive                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ● | Drives annual financial and
      operating results with significant emphasis on achievement against our
      strategic goals | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  
| | The annual cash incentive
      opportunity for Fiscal 2016 is adjusted 100% based on achievement of
      corporate performance goals, specifically improvements in profitability
      and asset utilization. Two-thirds of calculated annual cash incentive is
      allocated automatically and the remaining one-third can be adjusted based
      on meeting individual performance objectives on a zero-sum basis, although
      no payments will occur under the award unless corporate performance goals
      are met. |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                             | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------- | 
| | Performance Share Awards                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ● | Focuses on quality of earnings
      and our share price performance                                        | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ● | Focuses management on operational
      performance objectives linked to long-term shareholder
      return | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  
| | The Fiscal 2016 performance share
      awards were granted to 44 employees, including our NEOs. Each performance
      share award represents the right to earn one share of our common stock at
      the end of a three-year performance period contingent on achievement of
      performance objectives based on operating leverage and earnings per share
      (EPS). The number of performance shares granted to each NEO is shown in
      the Grants of Plan-Based Awards table. |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                                             | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                       | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------------------------------------------------- | 
| | Stock
      Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ● | Aligns interests with those of
      our shareholders | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ● | Rewards stock price
      improvement                 | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  
| | In Fiscal 2016, stock options
      were granted to 44 employees, including our NEOs. Stock options granted in
      Fiscal 2016 vest in three equal annual installments beginning on the first
      anniversary of the date of the grant and expire 10 years after the grant
      date. The exercise price of all stock options granted in Fiscal 2016 is
      the closing market price on the date of the grant. The number of stock
      options granted to each NEO is shown in the Grants of Plan-Based Awards
      table. |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                       | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                             | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------------------------------------------------------------------------------------------------------------------------- | 
| | Restricted
      Stock Units                                                                                                                                                                                                                                                                                                                                                                                                    | ● | Encourages continued
      service                                                                                          | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 | ● | Facilitates the accumulation of a
      significant ownership stake to align interests with those of our
      shareholders | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 |  
| | In Fiscal 2016, restricted stock
      units were granted to 223 employees, including our NEOs, as part of our
      annual compensation program. These restricted stock units will vest in
      three equal annual installments on the first, second and third
      anniversaries of the grant date. The number of restricted stock units
      granted to each NEO is shown in the Grants of Plan-Based Awards
      table. |  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                             | 

|20 | 
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Table of Contents

| |  | **COMPENSATIONDISCUSSION ANDANALYSIS**
| |  | --------------------------------------

|FISCAL 2016 PERFORMANCE METRICS,
      GOALS AND CALCULATIONS
|-------------------------------------------------------------

Fiscal 2016 Annual
Cash Incentive

Section 162(m)
Goal. The method of determining our
annual cash incentive begins with establishing whether or not we have generated
positive pre-tax income (subject to certain adjustments, as discussed below).
This gate is part of the annual incentive plan for executive officers designed
to comply with Section 162(m) of the Internal Revenue Code and allows the annual
cash incentive to qualify for tax deductibility.

Assuming we meet the initial
requirement, the Committee exercises negative discretion to reduce the maximum
payout amount under the executive officer plan to an amount payable by applying
the same payout factor and performance criteria, as applicable, for
non-executive employees. In applying negative discretion to determine the actual
awards, if any, paid to NEOs, the Committee first determines performance against
corporate performance goals, as described below. Once the corporate performance
goal score is determined, as much as one-third of the outcome may be adjusted by
the Committee upwards or downwards to reflect each NEOs performance versus
individual goals. No adjustments were made to reflect individual goals for
Fiscal 2016.

Corporate
Performance Goals. Our annual cash
incentive concentrates on our annual profitability objectives and operating
efficiency. The primary performance metric is adjusted operating profit as a
percentage of net sales (adjusted profit margin), which the Committee believes
is a key measure of profitability. In addition, average trade working capital as
a percentage of net sales (trade working capital velocity) is used as an
additional metric to complement, but not offset, profitability. The Committee
believes average trade working capital velocity is an important metric of
operating efficiency, particularly during the ongoing industry down cycle. This
metric is used to measure managements efficiency over the year in managing our
accounts receivable, obtaining advance payments on customer orders, negotiating
terms with our suppliers and aligning inventory levels with production
schedules, customer demand and our direct service model.

Payout
Determination Process. At its first
meeting of Fiscal 2016, the Committee established target adjusted profit margin
and trade working capital velocity goals, as well as the payout factors based on
each NEOs target annual cash incentive opportunity, which are set forth in the
table below. The adjusted profit margin and trade working capital velocity
multipliers are linearly interpolated between the points shown in the table.
Actual adjusted profit margin and trade working capital velocity for Fiscal 2016
resulted in a combined payout factor of 0.50.

Fiscal 2016
Annual Cash Incentive Goals and Payout Factors

|Goal
    Achievement | Adjusted OperatingProfit
      Margin Goal | Multiplier Appliedto
      AdjustedOperating ProfitMargin (A) | Trade WorkingCapital
      VelocityGoal | Multiplier Appliedto Trade
      WorkingCapital Velocity (B) | Combined
      PayoutFactor(A*B)
|-------------------- | ------------------------------------------ | ------------------------------------------------------------- | --------------------------------------- | ------------------------------------------------------------ | --------------------------------
|Threshold            |                                            | 1.7%                                                          |                                         | 0.00                                                         |                                 
|Minimum              |                                            | 2.5%                                                          |                                         | 0.50                                                         |                                 
|Target               |                                            | 5.3%                                                          |                                         | 1.17                                                         |                                 
|Maximum              |                                            | 7.0%                                                          |                                         | 1.50                                                         |                                 
|2016 Actual          |                                            | 3.2%                                                          |                                         | 0.68                                                         |                                 

|21
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Table of Contents

|**COMPENSATION
DISCUSSION AND
ANALYSIS** |  | 
|---------------------------------------- |  | 

Pre-tax income (as adjusted for
purposes of the annual cash incentive), adjusted operating profit margin and
trade working capital velocity are non-GAAP financial measures. We calculate
each of these measures as provided below.

|Pre-tax income                              |  | Pre-tax income, adjusted to
      eliminate the effects of tangible and intangible asset impairments,
      pension and other post-retirement benefit mark-to-market adjustments,
      excess purchase accounting and other acquisition related expenses. In
      addition, the Committee may exclude the impact of restructurings,
      discontinued operations, extraordinary items and other unusual or
      non-recurring items. To be eligible to receive a cash payment, pre-tax
      income must be greater than zero.
|------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Adjusted operating
      profitmargin       |  | Derived from our adjusted
      operating profit, which is our operating profit before unusual items,
      including restructuring charges, pension curtailment charges and
      acquisition-related expenses, partially offset by unusual period-end
      items.                                                                                                                                                                                                                                                              
|Average trade
      workingcapital          |  | Calculated as the sum of our
      average accounts receivable and inventories, less the sum of accounts
      payable, advance payments and progress billings.                                                                                                                                                                                                                                                                                                                                                                   
|Average trade workingcapital
      velocity |  | A measure of operating efficiency
      that is calculated as an average of our trade working capital calculated
      over a 13-month period ended October 28, 2016, divided by net sales for
      Fiscal 2016.                                                                                                                                                                                                                                                                                                                 

Calculation of Fiscal 2016 Cash
Incentive Awards.Using the payout factors
determined for the corporate performance goals, we calculate the annual cash
incentive awards as follows:

**Calculation:**BaseSalary
    x
    TargetIncentive% ofBase
    
    x
    =
    
    Annual
      Cash Incentive Award


Payments of the calculated annual cash
incentive awards are allocated two-thirds automatically and one-third is subject
to adjustment up or down on a zero-sum basis based on individual performance
objectives. While the final annual cash incentive payment to any NEO is
ultimately in the discretion of the Committee, no payout will occur if the
threshold goals for corporate performance have not been met. In addition, the
realized value of the total annual cash incentive award to an NEO cannot exceed
2.0x the target annual cash incentive opportunity established by the Committee
at the beginning of the period.

Individual
Goals. The individual performance
objectives for the annual cash incentive are established at the beginning of
each fiscal year by the Committee, and are designed to align with our business
plans. Achievement of the objectives is evaluated by the Committee at the end of
the fiscal year for each NEO and the Committee determines the appropriate payout
adjustment based on performance against the objectives. Payment for achievement
of individual goals may be adjusted up or down, subject to a 200% overall cap on
target cash incentive payments. The table below highlights each NEOs individual
performance goals for Fiscal 2016.

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Table of Contents

| |  | **COMPENSATIONDISCUSSION ANDANALYSIS**
| |  | --------------------------------------

|NEO                |  | Individual
      Goals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Mr.
      Doheny   |  | ●Creating long term growth from new products, services,
      markets, geographies and acquisitions beyond coal.
      ●Operating performance goals measured by safety,
      productivity, quality and customer satisfaction.
      ●Building a stronger global leadership team and a culture
      and values aligned with our business strategy.
      ●Driving shareholder value through financial metrics for
      sales, bookings, margins, cash flow, working capital management and
      operating leverage.
|Mr.
      Sullivan |  | ●Leading efforts to meet annual cost reduction and cash
      flow targets.
      ●Improved working capital performance.
      ●Capital structure and capital allocation
      priorities.
      ●Leadership of our information systems, audit and
      investor relations functions.
      ●Ensuring that acquisition outcomes meet business case
      financials.                                                                                                                                                 
|Mr.
      Major    |  | ●Leading a legal function with key outputs related to
      enabling new product development activities through contract development
      and intellectual property management.
      ●Alignment of acquired businesses with Joy Global
      contracting processes and procedures.
      ●A broad range of preventative law programs focused on
      compliance and enabling business growth.                                                                                                                      
|Mr.
      Maritz   |  | ●Organizational re-design and development of talent to
      enable longer term growth in products and service.
      ●Achievement of cost reduction targets related to
      employment costs.
      ●Successful execution of a number of key union contracts
      in Fiscal 2016.
      ●Implementation of globally consistent environment,
      health and safety programs and metrics and achieving world-class safety
      performance in Fiscal 2016.                                                        
|Mr.
      Salditt  |  | ●Continue to develop and drive growth strategies in the
      Hardrock business, industrial minerals market and expansion of the service
      business in the Underground Mining segment.
      ●Leading efforts in the Underground segment to reduce
      costs and optimize utilization of our manufacturing network.
      ●Successful execution/project management of major
      longwall projects.
      ●Meet annual financial plan metrics for the Underground
      and Hardrock businesses.               

2016 Annual Cash
Payments.We achieved positive pre-tax
income in Fiscal 2016. Accordingly, the Committee evaluated performance against
the target corporate performance goals and individualobjectives discussed above. The following is a summary of the Fiscal 2016
payouts for each of our NEOs under our annual cash incentive program.

|NEO                | Target Annual CashIncentive
      Opportunity(% of Base Salary) | Target Annual
      CashIncentive($) | Combined
      PayoutFactor(%) | Actual 2016 AnnualCash
      Incentive Payout
|------------------ | --------------------------------------------------------------- | ------------------------------------ | ------------------------------ | ---------------------------------------------
|Mr.
      Doheny   | 100%                                                            | $973,350                             | 0.50                           | $486,675                                     
|Mr.
      Sullivan | 70%                                                             | $562,380                             | 0.50                           | $196,833                                     
|Mr.
      Major    | 60%                                                             | $483,070                             | 0.50                           | $144,921                                     
|Mr.
      Maritz   | 60%                                                             | $382,130                             | 0.50                           | $114,639                                     
|Mr.
      Salditt  | 70%                                                             | $613,077                             | 0.50                           | $214,577                                     

For illustrative purposes, the
calculation of our CEOs 2016 annual cash incentive award is set forth below.
There was no adjustment, either positive or negative, by the Committee to
reflect individual performance of the CEO or any other NEO.

**2016
      CEO:**$973,350
    x
    100%
    
    x
    =
    
    $486,675


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|**COMPENSATION
DISCUSSION AND
ANALYSIS** |  | 
|---------------------------------------- |  | 

Performance Share
Awards

Performance share awards are designed
to drive operating efficiency and are based on certain operating leverage
targets. At its first meeting in Fiscal 2016, the Committee established
operating leverage objectives used to calculate target adjusted earnings per
share (EPS) for the Fiscal 2016-2018 performance period. The adjusted EPS
target is a dynamic performance goal, with target operating income based on
actual year-over-year increases and decreases in sales over the three-year
period.

The formula for calculating the target
average adjusted EPS goal and payout factors based on actual performance are set
forth below. Adjusted EPS is calculated by subtracting interest expense and
taxes from net income. The formula, including the operating leverage percentage
objectives, are fixed for the three-year period. The actual payout factor is
linearly interpolated between the threshold, minimum, target and maximum goals
set by the Committee.



* Diluted weighted average shares
outstanding used in the calculation are as reported in our Annual Report on Form
10-K filed with the SEC for that year. Share repurchases, if any, do not impact
the calculation.

The target calculation is performed at
the end of each fiscal year when change in net sales year over year and
resulting target income from continuing operations can be calculated. The
targeted adjusted EPS and actual adjusted EPS for each of the three years are
averaged to determine the final payout factor at the end of the
period.

Structural
Change in Fiscal 2016.Beginning in
Fiscal 2016, the goal structure for performance share awards to our NEOs follows
the same structure as awards to our non-executives. The Committee determined
that the gate performance feature previously used for performance share awards
was no longer required to preserve tax deductibility under Section 162(m) of the
Internal Revenue Code because the awards operate objectively.

No Payout for
Fiscal 2014 Performance Share Awards Granted to Continuing
NEOs.In December 2016, the Committee
reviewed performance share awards granted to the continuing NEOs in Fiscal 2014
for the Fiscal 2014-2016 performance period. These performance share awards
required an average return on equity of 10% for the three-year performance
period before evaluating any payout. The Committee determined that no payout was
warranted for such performance share awards due to failure to attain threshold
performance goals. This marked the third consecutive year that continuing NEOs
performance share awards did not pay out. Performance share awards granted to
Mr. Salditt and other employees who were not serving as executive officers in
Fiscal 2014 had a performance goal of operating leverage. In December 2016 the
Committee reviewed our performance with respect to such awards granted to
non-executive officers and determined that they would pay out at 103% of the
target amount.

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| |  | **COMPENSATIONDISCUSSION ANDANALYSIS**
| |  | --------------------------------------

|RETENTION
AWARDS
|----------------

As discussed above, to address
executive retention concerns exacerbated by the ongoing economic downturn of the
mining industry, the Committee granted Retention Awards to Messrs. Doheny,
Sullivan, Doheny and Maritz, our NEOs other than Mr. Salditt, in the form of
restricted stock units in December 2015. To serve their retentive purpose, these
awards vest 50% on each of the second and third anniversaries of the grant date.
The number of restricted stock units granted as Retention Awards are shown in
the Grants of Plan-Based Awards table.

As the Retention Awards were considered
and granted as one-time awards outside of the Fiscal 2016 compensation
framework, the values of the awards are not included in our target total direct
compensationcalculation. If we include the
target values of the Retention Awards, change in target total direct
compensation in Fiscal 2016 from Fiscal 2015 would be as follows for each
NEO:

|NEO                | %
Change
|------------------ | --------
|Mr.
      Doheny   | 3.1%    
|Mr.
      Sullivan | 9.1%    
|Mr.
      Major    | 2.4%    
|Mr.
      Maritz   | 2.8%    

|OTHER ELEMENTS OF
    COMPENSATION
|----------------------------------

Retirement
Plans

Executive officers, including our NEOs,
participate in the full range of retirement plans that are provided for our U.S.
salaried employees. We target our overall benefits to be competitive with median
levels at leading manufacturing companies (a group that is somewhat broader than
the compensation peer group used for pay comparisons). These benefits consist
of:

|● | fixed and matching contributions
      to the Joy Global Retirement Savings Plan (the Retirement Savings Plan),
      our tax-qualified defined contribution plan;                                                                                                                                                                                                 
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | fixed and matching contributions
      to the Joy Global Nonqualified Deferred Compensation Plan (the
      Nonqualified Deferred Compensation Plan), our supplemental non-qualified
      defined contribution plan;                                                                                                                                              
|● | continued participation in our
      defined benefit pension plan (the Joy Global Pension Plan), for
      employees whose employment began before May 1, 2005, although the accrual
      of additional benefits under such plan was frozen on May 1,
      2012;                                                                                                 
|● | if eligible, continued
      participation in the supplemental executive retirement plan available to
      participants in the Joy Global Pension Plan (the Joy Global Supplemental
      Pension Plan), although the accrual of additional benefits under such
      plan was frozen on May 1, 2012; and                                                         
|● | prior to March 2015, individual
      replacement contributions to the Retirement Savings Plan and Nonqualified
      Deferred Compensation Plan to certain eligible employees that were
      designed to offset the estimated effect of our decision to freeze the
      accrual of benefits under the Joy Global Pension Plan for participants in
      such plan.

Executive officers participate in these
plans on the same terms as provided to U.S. salaried employees, except that
individual replacement contributions for executive officers who participate in
the Joy Global Pension Plan were capped at 25%. The first such payment was made
in February 2013 and was calculated as a fixed percentage of each eligible
employees eligible compensation between May 1, 2012 and December 31, 2012. In
March 2015, however, we suspended individual replacement contributions and the
suspension remained in place for Fiscal 2016. We are not obligated to make
individual replacement contributions, and payment of these contributions may
remain suspended or be eliminated in the future.

The Nonqualified Deferred Compensation
Plan and the Joy Global Supplemental Pension Plan allow us to provide benefits
to eligible employees, including our NEOs, that are comparable to those that
would be available under the Retirement Savings Plan and the Joy Global Pension
Plan, respectively, if federal income tax rules applicable to retirement
benefits did not include limits on covered compensation and benefits under
tax-qualified plans. The supplemental plans use the same benefit formulas as our
broad-based tax-qualified plans and use the same types of compensation to
determine benefit amounts, including the exclusion from the calculation of
retirement benefits of all amounts earned under long-term incentive programs.
Neither of our supplemental plans provide for the payment of above-market or
preferential interest or dividend rates.

Perquisites

We provide our executive officers,
including our NEOs, with a limited number of perquisites to support our efforts
to retain and attract executive talent. We believe these benefits allow our
executive officers to proactively manage their health, work more efficiently,
provide appropriate settings for business networking and other business
functions and meetings and, in the case of our financial and tax planning
program, help them optimize the value received from our compensation and
benefits programs.

|● | Annual physical
      exam. We reimburse executive officers
      for the cost of an annual executive physical and health screening to the
      extent these charges are not covered by medical
insurance.                                                        
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Company car. We provide a car allowance of up to $1,300 per month
      ($1,400 in the case of our CEO). In addition, we reimburse the executive
      officers for the cost of gasoline, routine maintenance, and replacement of
      normal wear-and-tear items.
|● | Club
      membership. We reimburse executive
      officers for the initiation fees and annual or monthly dues for belonging
      to either an appropriate country club or social club. We also reimburse
      the annual membership costs for one airline club.
|● | Financial planning and tax
      preparation. We reimburse executive
      officers for the cost of annual tax preparation and reasonable financial
      and estate planning.                                                                                     
|● | Home office. We reimburse executive officers for reasonable costs
      associated with a home office.                                                                                                                                                             

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|**COMPENSATION
DISCUSSION AND
ANALYSIS** |  | 
|---------------------------------------- |  | 

In addition, we reimburse executive
officers for the cost of relocation under the same policy and guidelines as all
other full-time salaried employees who are hired or transferred at our request.
Other than with respect to relocation expenses, and post-separation welfare
benefits, we do not reimburse current or former employees for the payment of
individual income taxes.

We regularly review the benefits
provided to our employees, including our NEOs, and make appropriate
modifications based on the Committees evaluation of the retentive value of
these benefits.

Severance
Benefits

We do not have employment agreements
with our NEOs. However, to enable us to offer competitive compensation packages,
and to ensure the ongoing retention of these individuals when consideringstrategic transactions that may create employment
uncertainty, we have entered into change of control agreements with our NEOs. In
December 2015, we amended these agreements to provide that, beginning in Fiscal
2016, equity award grants will be subject to double-trigger vesting
provisions. As a result of these revisions, our NEOs change of control
agreements provide that equity awards will vest upon a qualifying termination
following a change in control, rather than vesting automatically upon the
occurrence of a change of control. For a detailed description of the benefits
provided under the change of control agreements, see the discussion on page
40.

OUR EXECUTIVE
COMPENSATION DECISION PROCESSES

|ROLE OF THE
  COMMITTEE
|-----------------------

The Committee serves as our
compensation committee and is charged with overseeing and administering all
compensation actions related to our NEOs. The Committee annually performs the
following key actions related to executive compensation:

|● | benchmarks the market competitiveness of our compensation
      framework, compensation levels and pay practices;                  
|- | -----------------------------------------------------------------------------------------------------------------------------------
|● | establishes target total direct compensation, weighting
      of components and target award values for at-risk
    compensation;
|● | approves performance metrics, goals and payout factors
      for our performance-based programs;                                   
|● | evaluates executive performance and achievement of individual
objectives; and                                                      
|● | performs a risk assessment to determine whether our
      compensation programs encourage excessive
risk-taking.                   

With respect to our CEO, the Committee
also reviews the role of our CEO with respect to corporate performance,
advancement of our strategic objectives and other factors relating to his
performance during the year. In addition, the Committee establishes CEO
individual objectives and targets for the upcoming fiscal year.

|ROLE OF INDEPENDENT COMPENSATION
      CONSULTANT
|-------------------------------------------------

The Committee is specifically
authorized in its charter to retain external legal, accounting, or other
advisors and consultants. Frederic W. Cook & Co., Inc. (FW Cook), our
independent compensation consultant, assisted with the following tasks in Fiscal
2016:

|● | provided assistance with a review of our long-term
      incentive programs and the competitiveness of our grant
      practices;                                                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | prepared annual analyses on the competitiveness of target
      compensation for our CEO, other NEOs and our non-employee directors and
      aggregate company share usage, dilution and fair value
    transfer;
|● | provided advice to the Committee on executive
      compensation trends and regulatory developments; and                                                                                                          
|● | conducted annual peer group
review.                                                                                                                                                                               

Compensation
Consultant Independence Assessment

FW Cook was retained directly by the
Committee, performed no other services for us in Fiscal 2016, and worked with
management only under the direction of the Committee chair. The Committee has
assessed the independence of FW Cook pursuant to the New York Stock Exchange
listing standards and SEC rules and is not aware of any conflict of interest
that would prevent FW Cook from providing independent advice to the
Committee.

|ROLE OF
  MANAGEMENT
|--------------------

Generally, our CEO and Executive Vice
President, Human Resources work with internal resources and FW Cook to design
compensation and benefit programs applicable to our executives, recommend
amendments to existing compensation and benefit programs, prepare necessary
briefing materials for the Committees review as part of its decision-making
process and implement Committee decisions.

In addition, our CEO provides his
recommendations to the Committee on compensation actions for all executive
officers, other than himself. Our CEO also discusses with the Committee his
assessment of the performance of our executive officers and any other factors
that he believes the Committee should consider in making compensation
decisions.

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| |  | **COMPENSATIONDISCUSSION ANDANALYSIS**
| |  | --------------------------------------

|ROLE OF OUR
  SHAREHOLDERS
|--------------------------

Management and the Committee consider
the views of our shareholders in the development of our compensation programs.
We review the results of our annual say-on-pay vote, as well as feedback
received directly in connection with shareholder outreach. We have historically
received significant support for our executive compensation program, as
indicated by our voting results (98% and 97% in 2015 and 2014, respectively). In
2016, in advance of our say-on-pay vote on Fiscal 2015 compensation, our Board
of Directors initiated an outreach programwith
our shareholders. Through this dialogue with our shareholders, we learned that
there was broad shareholder appreciation for the challenges facing our industry
and the cyclical nature of our business. Despite our most recent voting results
(71% in 2016), shareholders generally expressed support for our compensation
program and our emphasis on performance-based pay. Due to the pending merger
with Komatsu, the Committee has not conducted further shareholder outreach in
response to the say-on-pay vote from the 2016 annual meeting.

|SETTING TARGET LEVELS OF TOTAL DIRECT
      COMPENSATION
|--------------------------------------------------------

The Committee establishes target levels
of total direct compensation for our executive officers at its first meeting of
the applicable fiscal year, which is normally held in early December. The
Committees general goal is to position target total direct compensation, on
average, at the median of the peer group for our NEOs. However, target total
direct compensation for each NEO may be set above or below median based on a
variety of factors, including time in position, sustained performance over time,
readiness for promotion to a higher level, and skill set and experience relative
to external market counterparts.

After the target total direct
compensation levels are established, the Committee considers the weight of each
principal component of compensation as a percentage of target total direct
compensation. The Committee establishes the awards and applicable performance
goals for the performance-based components based on information provided by
management and in consideration of the annual budgetand long-term strategic plan approved by the Board of Directors. Grants
of annual equity based awards are also made at this meeting. Notwithstanding the
pending merger with Komatsu, the Committee maintained this process and
established target levels for Fiscal 2017 compensation at its December 2016
meeting.

In setting target levels of
compensation, our executive compensation program takes into account marketplace
compensation for executive talent, internal equity with other employees, past
practices, business and individual results, and the talents, skills, and
experience of our individual executive officers. With respect to our CEO, the
Committee reviews salary adjustments and incentive plan payouts for the most
recently concluded one- and three-year performance periods. The Committee then
determines targets for the upcoming one- and three-year performance periods
based upon benchmarking studies for other chief executives within our peer
group.

|USE OF MARKET COMPENSATION
    DATA
|-----------------------------------

The Committee reviews competitive
market compensation data for our NEOs compared to similarly situated executives
in a peer group. In selecting the peer group, the Committee considered publicly
traded equipment manufacturing and related companies with reasonably comparable
business operations, market capitalization and revenues. The peer group
companies generally utilize similar business models and, like us, operate in
highly competitive global markets.

Peer group composition is evaluated
annually and changes are made as the Committee deems appropriate. For Fiscal
2016 pay decisions made in December 2015, the Committee made several adjustments
to our peer group to better reflect our current size.

|Removed: |  | Illinois Tool Works Inc. |  | Added: |  | Colfax Corporation              
|-------- |  | ------------------------ |  | ------ |  | --------------------------------
|         |  | Ingersoll-Rand plc       |  |        |  | Kennametal Inc.                 
|         |  |                          |  |        |  | Oceaneering International, Inc. 
|         |  |                          |  |        |  | Superior Energy Services,
  Inc.

Our Fiscal 2016 peer group consisted of
the 16 companies listed below.

|● | AGCO
      Corporation                 
|- | ---------------------------------------
|● | Cameron International
      Corporation
|● | Colfax
      Corporation               
|● | Crane
    Co.                          
|● | Dover
      Corporation                
|● | Flowserve
      Corporation            
|● | Harsco
      Corporation               
|● | Kennametal
      Inc.                  
|● | The Manitowoc Company,
      Inc.      
|● | Oceaneering International,
      Inc.  
|● | Oshkosh
      Corporation              
|● | Pentair
      plc                      
|● | Superior Energy Services,
      Inc.   
|● | Terex
      Corporation                
|● | The Timken
      Company               
|● | Trinity Industries,
      Inc.         

In addition to reviewing peer group
data, the Committee reviews third party survey data from Aon Hewitt and the Hay
Group in order to obtain additional insight into market compensation practices.
The identity of the companies comprising the survey data is not disclosed to, or
considered by, the Committee in its decision-making process.

Although benchmarking is a significant
tool used by the Committee to assess market competitiveness, the Committee also
takes into account that we are the only large, independent public company in the
United States engaged solely in manufacturing and servicing equipment for the
mining industry. Accordingly, cyclical fluctuations in the mining

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|**COMPENSATION DISCUSSION AND
      ANALYSIS** |  | 
|---------------------------------------------- |  | 

industry due to commodity price
volatility, competitive pressures or economic factors may cause our results for
any particular period to differ significantly from those of some or all of the
other manufacturingcompanies included in
our peer group. Our unique operating environment is a consideration in certain
compensation decisions, including the decision to grant the Retention Awards in
Fiscal 2016.

|RISK ASSESSMENT
|---------------

The Committee annually evaluates our
compensation practices for potential risks. We do not believe that our
compensation policies or practices present risks that may have a material
adverse effect on our business, results of operations, or liquidity.

OTHER EXECUTIVE
COMPENSATION PRACTICES, POLICIES AND CONSIDERATIONS

|EXECUTIVE STOCK OWNERSHIP
GUIDELINES
|------------------------------------

Our executive officers are subject to
stock ownership guidelines limiting their ability to sell our common stock
unless they have satisfied our ownership requirements.

|                                             | Market Value of
      Shares
|-------------------------------------------- | ----------------------------
|Mr. Doheny                                   | 5x base salary              
|Mr.
      Sullivan, Mr. Major and Mr. Maritz | 2.5x base salary            
|Mr.
      Salditt                            | 1.5x base salary            

Unless these ownership levels are
satisfied, at the time a trade is executed, our CEO and other executive officers
are required to retain shares of our common stock having a market value at least
equal to 50% and 25%, respectively, of pre-tax compensation realized upon
payment of any stock-settled performance share awards, exercise of any stock
options or settlement of any restricted stock units.

|INSIDER TRADING POLICY RESTRICTIONS
ON HEDGING
|----------------------------------------------

Our insider trading policy, which
prohibits trading in our securities on the basis of material non-public
information, also restricts certain types of activities that could be used to
hedge or offset the value of a decline in the trading price of our securities.
These restrictions include prohibitingour
officers, employees and directors, as well as their family members, from buying,
selling or writing call or put options on any of our securities at any time and
also prohibits short sales.

|EFFECT OF PAST GRANTS
|---------------------

Although the Committee annually
monitors amounts realizable from prior compensation, such prior option or stock
awards, to date such prior compensation has not been given significant
consideration in the Committees decisions setting other elements of
compensation, such as retirement benefits.

|CLAWBACK POLICY
|---------------

Our Board of Directors adopted a
Compensation Recovery Policy, effective December 1, 2015, under which we will
seek to recover cash and equity-based incentive compensation from current or
former executive officers and employees if we are required to restate any of our
previously issued financial statements due to material non-compliance with any
financial reporting requirement under the federalsecurities laws. This policy requires us, in most circumstances, to
obtain reimbursement of compensation that is granted, earned or vested based on
achievement of financial reporting measures in the three years preceding the
date a restatement becomes required. Our equity award agreements have contained
clawback provisions similar to those set forth in our policy since Fiscal
2011.

|ACCOUNTING AND SHARE DILUTION
CONSIDERATIONS
|--------------------------------------------

We consider the accounting and
disclosure rules associated with various forms of compensation, as well as the
share dilution and cash flow considerations associated with each component of
our compensation program. The Committee seeks to implement plans and policies
that maximize financial efficiency and avoid unnecessary or excessive share
dilution. Each year, we engage FW Cook to conduct a study of the competitive
share usage and dilution levels and theaggregate
economic costs associated with our long-term incentive compensation. The
Committee considers this analysis when setting an annual budget for equity-based
awards. This analysis was a key factor in the Committees decision to model
Fiscal 2016 target equity awards using an assumed stock price that was 80%
higher than our stock price on the date of grant.

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| |  | **COMPENSATION DISCUSSION AND
      ANALYSIS**
| |  | ----------------------------------------------

|TAX CONSIDERATIONS
|------------------

Under Section 162(m) of the Internal
Revenue Code, we may not be able to deduct compensation in excess of $1 million
that is paid in one year to covered employees which are our CEO and three
other most highly compensated executive officers (other than our Chief Financial
Officer). Section 162(m) provides exemptions for compensation that qualifies as
performance-based compensation or is paid afterthe executive leaves our employment. The Committee considers the
deductibility of executive compensation when evaluating components of our
compensation programs in the context of the Committees broader compensation
objectives, but may determine to award non-deductible compensation based on its
consideration of factors other than deductibility.

SUPPLEMENTAL
DISCLOSURE WITH RESPECT TO REALIZED COMPENSATION

The following supplemental table
summarizes the compensation that our named executive officers actually realized
in Fiscal 2014-2016. The amounts reflected in this table differ substantially
from Total Compensation disclosed in the Summary Compensation Table by
reporting the value realized each year from previously awarded equity
compensation, rather than the grant date fair value of awards granted during
each year, and excluding the amounts under Change in Pension Value and
Nonqualified Deferred Compensation Earnings and All Other Compensation. The
amounts reported in this table and in the charts below should not be considered
a substitute for the SummaryCompensation Table,
which is calculated using accounting and actuarial assumptions required by SEC
rules. In addition, the amounts reported in the table do not reflect potential
compensation that our NEOs may realize based on the future performance of our
common stock. For information regarding potential future compensation of our
named executive officers, refer to Outstanding Equity Awards at Fiscal Year-End
2016 on page 34, Pension Benefits as of Fiscal 2016 on page 35, Nonqualified
Deferred Compensation During Fiscal 2016 on page 37, and Potential Payments Upon
Termination or Change-in-Control at Fiscal 2016 Year-End on page 38.

2016 Realized
Compensation

|                                  |          | Cash
      Compensation | Equity
      Compensation (2)
|--------------------------------- | -------- | ----------------------- | -----------------------------
|**Named Executive
      Officer** | **Year** | **Base
      Salary**   | **Short-termIncentives (1)** 
|Mr. Doheny                        | 2016     | $973,350                | $486,675                     
|                                  | 2015     | $983,155                | $0                           
|                                  | 2014     | $939,635                | $1,032,425                   
|Mr. Sullivan                      | 2016     | $562,380                | $196,833                     
|                                  | 2015     | $570,045                | $0                           
|                                  | 2014     | $553,423                | $425,652                     
|Mr. Major                         | 2016     | $483,070                | $144,921                     
|                                  | 2015     | $489,654                | $0                           
|                                  | 2014     | $475,327                | $313,359                     
|Mr. Maritz                        | 2016     | $382,130                | $114,639                     
|                                  | 2015     | $387,338                | $0                           
|                                  | 2014     | $355,942                | $234,399                     
|Mr.
      Salditt                 | 2016     | $613,077                | $214,577                     

|(1) | Short-term incentives consist of non-equity incentive
      plan compensation and additional discretionary bonuses, if any, awarded by
      the Committee, each as reported in the Summary Compensation
    Table.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Reflects aggregate amounts realized from payout of
      performance share awards, the exercise of stock options and vesting of
      restricted stock units, including additional restricted stock units
      received in lieu of dividends since the date of grant. Performance share
      awards for a given period are paid out in the fiscal year following the
      end of the award cycle. There was no performance share award payout in
      Fiscal 2016 for the Fiscal 2013-2015 performance cycle, nor in Fiscal 2015
      for the Fiscal 2012-2014 performance cycle. The performance share award
      payout in Fiscal 2014 was for the Fiscal 2011-2013 performance cycle and
      was settled in shares of common stock. Restricted stock units that vested
      in Fiscal 2016 were awarded in Fiscal 2011-2015. Restricted stock units
      that vested in Fiscal 2015 were awarded in Fiscal 2010-2012 and also in
      Fiscal 2014. Restricted stock units that vested in Fiscal 2014 were
      awarded in Fiscal 2009-2011.

|29
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Table of Contents

|**EXECUTIVE COMPENSATION
    TABLES** |  | 
|------------------------------------- |  | 

EXECUTIVE COMPENSATION
TABLES

SUMMARY
COMPENSATION TABLE

|Name and
      principalposition held at theend of Fiscal
    2016         | Year     | Salary   | Bonus(1)   | Stockawards(2) | Optionawards(2) | Non-equityincentive
      plancompensation(3) | Change inpensionvalue
      andnonqualifieddeferredcompensationearnings(4) | All
      othercompensation(5) | Total($)  
|-------------------------------------------------------------------------- | -------- | -------- | ---------- | -------------- | --------------- | --------------------------------------------- | -------------------------------------------------------------------------- | ------------------------------ | ----------
|Edward L. Doheny IIPresident andChief Executive
      Officer              | 2016     | $973,350 |           | $2,746,910     | $1,687,320      | $486,675                                      |                                                                           | $128,749                       | $6,023,004
|2015                                                                       | $983,155 |         | $3,063,718 | $1,168,120     | $0              |                                              | $216,036                                                                   | $5,431,029                    
|2014                                                                       | $939,635 |         | $1,631,655 | $763,884       | $1,032,425      |                                              | $167,035                                                                   | $4,534,634                    
|James M. SullivanExecutive Vice Presidentand Chief
      Financial Officer | 2016     | $562,380 |           | $907,832       | $579,880        | $196,833                                      |                                                                           | $90,016                        | $2,336,941
|2015                                                                       | $570,045 |         | $921,082   | $350,320       | $0              |                                              | $117,531                                                                   | $1,958,978                    
|2014                                                                       | $553,423 |         | $543,885   | $254,628       | $425,652        |                                              | $87,372                                                                    | $1,864,960                    
|Sean D. MajorExecutive Vice President,General
      Counseland Secretary   | 2016     | $483,070 |           | $571,335       | $334,848        | $144,921                                      |                                                                           | $79,758                        | $1,613,932
|2015                                                                       | $489,654 |         | $620,381   | $235,480       | $0              |                                              | $98,925                                                                    | $1,444,440                    
|2014                                                                       | $475,327 |         | $441,636   | $205,760       | $313,359        |                                              | $81,190                                                                    | $1,517,272                    
|Johannes S. MaritzExecutive Vice President,Human
      Resources           | 2016     | $382,130 |           | $455,860       | $265,088        | $114,639                                      | $100,885                                                                   | $49,925                        | $1,368,527
|2015                                                                       | $387,338 |         | $489,582   | $186,760       | $0              | $81,169                                       | $118,631                                                                   | $1,263,480                    
|2014                                                                       | $355,942 |         | $382,503   | $177,468       | $234,399        | $74,302                                       | $99,793                                                                    | $1,324,407                    
|Peter B. SaldittPresident Undergroundand Hard Rock
      Mining            | 2016     | $613,077 |           | $303,375       | $289,940        | $214,577                                      |                                                                           | $57,425                        | $1,478,394

|(1) | The amounts shown in this column
      represent bonuses paid at the discretion of the Human Resources and
      Nominating Committee of our Board of Directors, over and above amounts
      earned through satisfaction of the performance measures in our annual cash
      incentive plan. No such bonuses were paid to the named executive officers
      for the periods presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | Stock awards consist of
      performance share awards and restricted stock unit awards. The amounts
      reflected in the stock and option awards columns and corresponding
      disclosure in the total compensation column reflect the aggregate grant
      date fair value of stock and option awards we granted in Fiscal 2016,
      computed in accordance with Financial Accounting Standards Board
      Accounting Standards Codification Topic 718, Compensation-Stock
      Compensation (FASB ASC Topic 718). Amounts reported for performance
      share awards granted in Fiscal 2016 assume payout of performance shares at
      target levels. All assumptions made in the valuation of stock awards and
      option awards for financial statement reporting purposes in accordance
      with FASB ASC Topic 718 are discussed in Note 14, Share-Based
      Compensation, to our consolidated financial statements included in our
      Annual Report on Form 10-K for the year ended October 28,
  2016.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(3) | All amounts shown represent
      earnings for services performed during the fiscal year under our annual
      cash incentive plan described beginning on page 21. None of the named
      executive officers had any earnings on outstanding awards for any prior
      fiscal years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) | All amounts reported relate to
      aggregate changes in pension value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(5) | We provide our named executive
      officers with certain additional compensation, which is reflected in the
      All Other Compensation Table below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|30 | 
|-- | 

---



Table of Contents

| |  | **EXECUTIVE COMPENSATION
    TABLES**
| |  | -------------------------------------

|ALL OTHER COMPENSATION
|----------------------

|Executive
      Officer |      | Perquisites (A) | Tax Reimbursement | Company Contributionsto Defined ContributionPlans
      (B) | Total All OtherCompensation
|----------------------- | ---- | --------------- | ----------------- | ----------------------------------------------------------- | -----------------------------
|Mr. Doheny              | 2016 |                 | $47,853           |                                                             |                              
|                        | 2015 |                 | $60,679           |                                                             |                              
|                        | 2014 |                 | $61,226           |                                                             |                              
|Mr. Sullivan            | 2016 |                 | $43,346           |                                                             |                              
|                        | 2015 |                 | $39,448           |                                                             |                              
|                        | 2014 |                 | $22,647           |                                                             |                              
|Mr. Major               | 2016 |                 | $39,664           |                                                             |                              
|                        | 2015 |                 | $35,575           |                                                             |                              
|                        | 2014 |                 | $29,581           |                                                             |                              
|Mr. Maritz              | 2016 |                 | $18,219           |                                                             |                              
|                        | 2015 |                 | $17,956           |                                                             |                              
|                        | 2014 |                 | $19,688           |                                                             |                              
|Mr.
      Salditt       | 2016 |                 | $13,302           |                                                             |                              

|(A)         | See the Perquisites Table below for additional
      information regarding the identification and quantification of perquisites
      and personal benefits received by our named executive
  officers.
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                        
|Perquisites
|           

|Executive
      Officer |      | Car Expense | Personal Useof Airplane (i) | Club Dues | Relocation  Expense | Other (ii) | Total
      Perquisites
|----------------------- | ---- | ----------- | --------------------------- | --------- | ------------------- | ---------- | -----------------------
|Mr. Doheny              | 2016 |             | $25,296                     |           |                     |           |                        
|                        | 2015 |             | $23,145                     |           |                     |           |                        
|                        | 2014 |             | $22,684                     |           |                     | $9,735     |                        
|Mr. Sullivan            | 2016 |             | $19,430                     |           |                     |           |                        
|                        | 2015 |             | $26,440                     |           |                     |           |                        
|                        | 2014 |             | $9,850                      |           |                     |           |                        
|Mr. Major               | 2016 |             | $30,265                     |           |                     |           |                        
|                        | 2015 |             | $28,481                     |           |                     |           |                        
|                        | 2014 |             | $28,481                     |           |                     |           |                        
|Mr. Maritz              | 2016 |             | $16,869                     |           |                     |           |                        
|                        | 2015 |             | $16,931                     |           |                     |           |                        
|                        | 2014 |             | $18,263                     |           |                     |           |                        
|Mr.
      Salditt       | 2016 |             | $13,302                     |           |                     |           |                        

|(i)  | Prior to March 2015 we owned a
      corporate aircraft which was used primarily for business purposes. The
      amount reported reflects our aggregate incremental cost for limited
      personal use of the aircraft before it was sold. The aggregate incremental
      cost to us of use of our corporate aircraft was determined on a per flight
      basis based on the amounts we were invoiced by our aircraft management
      services provider, and included the cost of fuel, landing fees, in-flight
      meals and crew expenses. Because our aircraft was used principally for
      business travel, the calculation did not include fixed costs that did not
      change based on usage. Prior to the sale of the aircraft, a spouse or
      other guest of a named executive officer from time to time flew on our
      aircraft when it was already scheduled for business purposes and had room
      to accommodate additional passengers. We incurred no incremental operating
      cost from the travel of those guests.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(ii) | This column reports amounts
      reimbursed for payment of financial planning and tax preparation, and
      physical examinations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|31
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Table of Contents

|**EXECUTIVE COMPENSATION
    TABLES** |  | 
|------------------------------------- |  | 

|(B) | Company contributions to defined contribution plans
      consist of (i) fixed and matching contributions to the Retirement Savings
      Plan, our tax-qualified defined contribution retirement plan, (ii) fixed
      and matching contributions to the Nonqualified Deferred Compensation Plan
      on compensation in excess of limits imposed by the Internal Revenue Code,
      and (iii) if eligible, for years prior to Fiscal 2016, individual
      replacement contributions to the Retirement Savings Plan and Nonqualified
      Deferred Compensation Plan for participants in the Joy Global Pension Plan
      that are designed to offset the estimated effect of the May 2012 freeze in
      benefits under the Joy Global Pension Plan.                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Mr. Maritz is the only named executive officer who
      participates in the Joy Global Pension Plan and, as a result, is the only
      named executive officer who has received individual replacement
      contributions in the years reported. Messrs. Doheny, Sullivan, Major and
      Salditt were hired after the Joy Global Pension Plan was closed to new
      participants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | The Joy Global Retirement Savings Plan is discussed
      under Pension Benefits as of Fiscal 2016, beginning on page 36. The
      Nonqualified Deferred Compensation Plan is discussed under Nonqualified
      Deferred Compensation During Fiscal 2016 on page 37.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | The amount reflected for Fiscal 2016 for Mr. Doheny
      consists of $13,250 in company contributions and $8,126 in matching
      contributions to his Retirement Savings Plan account and $59,520 in
      company contributions to his Nonqualified Deferred Compensation Plan
      account. The amount reflected for Fiscal 2015 for Mr. Doheny consists of
      $11,761 in company contributions and $7,725 in matching contributions to
      his Retirement Savings Plan account and $135,871 in company contributions
      to his Nonqualified Deferred Compensation Plan account. The amount
      reflected for Fiscal 2014 for Mr. Doheny consists of $13,000 in company
      contributions and $7,674 in matching contributions to his Retirement
      Savings Plan account and $84,912 in company contributions to his
      Nonqualified Deferred Compensation Plan account.                                                                                                                                                                                                                             
|   
|    | The amount reflected for Fiscal 2016 for Mr. Sullivan
      consists of $13,250 in company contributions and $7,950 in matching
      contributions to his Retirement Savings Plan account and $25,470 in
      company contributions to his Nonqualified Deferred Compensation Plan
      account. The amount reflected for Fiscal 2015 for Mr. Sullivan consists of
      $13,250 in company contributions and $7,950 in matching contributions to
      his Retirement Savings Plan account and $56,883 in company contributions
      to his Nonqualified Deferred Compensation Plan account. The amount
      reflected for Fiscal 2014 for Mr. Sullivan consists of $13,000 in company
      contributions and $7,800 in matching contributions to his Retirement
      Savings Plan account and $43,925 in company contributions to his
      Nonqualified Deferred Compensation Plan account.                                                                                                                                                                                                                        
|   
|    | The amount reflected for Fiscal 2016 for Mr. Major
      consists of $13,250 in company contributions and $7,955 in matching
      contributions to his Retirement Savings Plan account and $18,889 in
      company contributions to his Nonqualified Deferred Compensation Plan
      account. The amount reflected for Fiscal 2015 for Mr. Major consists of
      $13,250 in company contributions and $8,354 in matching contributions to
      his Retirement Savings Plan account and $41,746 in company contributions
      to his Nonqualified Deferred Compensation Plan account. The amount
      reflected for Fiscal 2014 for Mr. Major consists of $12,055 in company
      contributions and $7,624 in matching contributions to his Retirement
      Savings Plan account and $31,930 in company contributions to his
      Nonqualified Deferred Compensation Plan account.                                                                                                                                                                                                                                 
|   
|    | The amount reflected for Fiscal 2016 for Mr. Maritz
      consists of $13,250 in company contributions and $7,944 in matching
      contributions to his Retirement Savings Plan account and $10,512 in
      company contributions to his Nonqualified Deferred Compensation Plan
      account. The amount reflected for Fiscal 2015 for Mr. Maritz consists of
      $13,250 in company contributions, $8,008 in matching contributions and
      $13,700 in individual replacement contributions to his Retirement Savings
      Plan account, and $26,361 in company contributions and $39,356 in
      individual replacement contributions to his Nonqualified Deferred
      Compensation Plan account. The amount reflected for Fiscal 2014 for Mr.
      Maritz consists of $13,000 in company contributions, $7,648 in matching
      contributions and $13,100 in individual replacement contributions to his
      Retirement Savings Plan account, and $17,180 in company contributions and
      $29,177 in individual replacement contributions to his Nonqualified
      Deferred Compensation Plan account.
|   
|    | The amount reflected for Fiscal 2016 for Mr. Salditt
      consists of $13,250 in company contributions and $7,950 in matching
      contributions to his Retirement Savings Plan account and $22,923 in
      company contributions to his Nonqualified Deferred Compensation Plan
      account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|32 | 
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Table of Contents

| |  | **EXECUTIVE COMPENSATION
    TABLES**
| |  | -------------------------------------

GRANTS OF
PLAN-BASED AWARDS IN FISCAL 2016

|             |            |           | Estimated
      possible payouts undernon-equity incentive plan
      awards | Estimated
      future payouts underequity incentive plan awards
    (1) |            |           |             |       
|------------ | ---------- | --------- | ---------------------------------------------------------------------------- | ------------------------------------------------------------------------ | ---------- | --------- | ----------- | ------
|Name         |            | Grantdate | Threshold                                                                    | Target                                                                   | Maximum    | Threshold | **Minimum** | Target
|Mr. Doheny   | Cash       |           |                                                                             | $973,350                                                                 | $1,946,700 |           |             |       
|             | Perf.Award | 12/7/2015 |                                                                              |                                                                          |            | 18,250    | 36,500      | 73,000
|             | RSU(2)     | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|             | RSU(3)     | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|             | NQO        | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|Mr. Sullivan | Cash       |           |                                                                             | $393,666                                                                 | $787,332   |           |             |       
|             | Perf.Award | 12/7/2015 |                                                                              |                                                                          |            | 6,275     | 12,550      | 25,100
|             | RSU(2)     | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|             | RSU(3)     | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|             | NQO        | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|Mr. Major    | Cash       |           |                                                                             | $289,842                                                                 | $579,684   |           |             |       
|             | Perf.Award | 12/7/2015 |                                                                              |                                                                          |            | 3,625     | 7,250       | 14,500
|             | RSU(2)     | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|             | RSU(3)     | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|             | NQO        | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|Mr. Maritz   | Cash       |           |                                                                             | $229,278                                                                 | $458,556   |           |             |       
|             | Perf.Award | 12/7/2015 |                                                                              |                                                                          |            | 2,875     | 5,750       | 11,500
|             | RSU(2)     | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|             | RSU(3)     | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|             | NQO        | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|Mr. Salditt  | Cash       |           |                                                                             | $429,154                                                                 | $858,308   |           |             |       
|             | Perf.Award | 12/7/2015 |                                                                              |                                                                          |            | 3,125     | 6,250       | 12,500
|             | RSU(2)     | 12/7/2015 |                                                                              |                                                                          |            |           |             |       
|             | NQO        | 12/7/2015 |                                                                              |                                                                          |            |           |             |       

|(1) | Performance share awards that have a three-year award
      cycle.                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                           
|(2) | Restricted stock unit awards that vest in thirds on the
      first, second, and third anniversary of the grant date.                     
|   
|(3) | Retention Awards consisting of restricted stock units
      that vest equally on the second and third anniversary of the grant
      date.
|   

|33
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Table of Contents

|**EXECUTIVE COMPENSATION
    TABLES** |  | 
|------------------------------------- |  | 

OUTSTANDING EQUITY
AWARDS AT FISCAL YEAR-END 2016

|             | Option
    awards                                                | Stock
      awards                                                   
|------------ | ---------------------------------------------------------------- | ---------------------------------------------------------------------
|Name         | Number
      ofsecuritiesunderlyingunexercisedoptionsexercisable | Number
      ofsecuritiesunderlyingunexercisedoptionsunexercisable(1)
|Mr. Doheny   | 21,666                                                           |                                                                     
|             | 13,333                                                           |                                                                     
|             | 14,000                                                           |                                                                     
|             | 10,000                                                           |                                                                     
|             | 20,000                                                           |                                                                     
|             | 20,000                                                           |                                                                     
|             | 20,000                                                           |                                                                     
|             | 39,600                                                           | 19,800                                                               
|             | 33,567                                                           | 67,133                                                               
|             |                                                                 | 387,000                                                              
|Mr. Sullivan | 20,000                                                           |                                                                     
|             | 12,000                                                           |                                                                     
|             | 13,200                                                           | 6,600                                                                
|             | 10,067                                                           | 20,133                                                               
|             |                                                                 | 133,000                                                              
|Mr. Major    | 9,000                                                            |                                                                     
|             | 6,500                                                            |                                                                     
|             | 10,000                                                           |                                                                     
|             | 10,667                                                           | 5,333                                                                
|             | 6,767                                                            | 13,533                                                               
|             |                                                                 | 76,800                                                               
|Mr. Maritz   | 2,666                                                            |                                                                     
|             | 5,000                                                            |                                                                     
|             | 3,000                                                            |                                                                     
|             | 7,500                                                            |                                                                     
|             | 9,200                                                            | 4,600                                                                
|             | 5,367                                                            | 10,733                                                               
|             |                                                                 | 60,500                                                               
|Mr. Salditt  | 4,000                                                            | 2,000                                                                
|             | 4,767                                                            | 9,533                                                                
|             |                                                                 | 66,500                                                               

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Table of Contents

| |  | **EXECUTIVECOMPENSATIONTABLES**
| |  | -------------------------------

|(1) | The unexercisable options shown above vest on the
      following schedule:
|--- | ---------------------------------------------------------------------------
|    |                                                                            

| | Option expiration
      date shown above |  |  | Vesting of options
      currently unexercisable            
| | ---------------------------------------- |  |  | ------------------------------------------------------------
| | 12/2/2023                                |  |  | All became vested on December 2,
      2016                 
| | 12/2/2024                                |  |  | One half on December 2 in each of
      2016 and 2017       
| | 12/7/2025                                |  |  | One third on December 7 in each of
      2016, 2017 and 2018

|(2) | All amounts shown in this column represent restricted
      stock units, including additional restricted stock units earned in-kind in
      lieu of dividends, at the same dividend rate as outstanding shares of our
      common stock.                                                                                                                                                                                                                                                                                                                                           
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(3) | Calculated using the closing price of the common stock
      on October 28, 2016, the last day of our 2016 fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(4) | Amounts in this column represent performance share
      awards granted in Fiscal 2014, Fiscal 2015, and Fiscal 2016. These
      performance share awards have a three-year cycle.                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | Performance share awards for the continuing NEOs Fiscal
      2014 grants are shown at their actual payout level of 0%, which was
      determined in December 2016, and their performance share awards granted in
      Fiscal 2015 and Fiscal 2016 are shown at an assumed payout level of 25%,
      which is the threshold level for a payout of such awards.                                                                                                                                                                                                                   
|   
|    | Mr. Salditt was appointed as an executive officer in
      early Fiscal 2016. Accordingly, the amounts reported for Mr. Salditt
      reflect the actual 103% payout for performance share awards granted to
      non-executive officers in Fiscal 2014 and assumed payout levels of 150% of
      targeted payout for Fiscal 2015 and 25% of targeted payout for Fiscal
      2016, which represent the payout levels for achievement of maximum
      performance by non-executive officers in Fiscal 2015 and threshold
      performance for executive officers for Fiscal 2016.
|   
|    | See Potential Payments Upon Termination or
      Change-in-Control at Fiscal Year-End for information regarding the
      potential payments under these awards upon termination or a
      change-in-control.                                                                                                                                                                                                                                                                                                                                                                       
|   
|(5) | These values are calculated using the closing price of
      the common stock on October 28, 2016, the last day of our 2016 fiscal
      year, based on the number of performance shares calculated using the
      assumptions set forth in Footnote 4 above.                                                                                                                                                                                                                                                                                                                       

OPTION EXERCISES
AND STOCK VESTED IN FISCAL 2016

|                   | **Option
      awards**                       | **Stock awards**                      
|------------------ | --------------------------------------------- | --------------------------------------
|Name               | Number of
      sharesacquired on exercise(#) | Value realized
      onexercise($) (1)
|Mr.
      Doheny   |                                              |                                      
|Mr.
      Sullivan |                                              |                                      
|Mr.
      Major    |                                              |                                      
|Mr.
      Maritz   |                                              |                                      
|Mr.
      Salditt  |                                              |                                      

|(1) | Value realized on exercise of stock options is
      calculated based on the actual sale price of the common stock previously
      underlying such options on the date of exercise.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                     
|(2) | Represents restricted stock units, including
      accompanying units paid in lieu of dividends on restricted stock units
      that vested in Fiscal 2016.                         

PENSION BENEFITS AS
OF FISCAL 2016

|Name
      (1)     | Plan
      name                      | Number of years
      ofcredited service | Present value
      ofaccumulated benefit | Payments duringlast
      fiscal year
|------------------ | ------------------------------------ | ---------------------------------------- | ----------------------------------------- | -------------------------------------
|Mr.
      Doheny   |                                     |                                         |                                          |                                     
|Mr.
      Sullivan |                                     |                                         |                                          |                                     
|Mr.
      Major    |                                     |                                         |                                          |                                     
|Mr.
      Maritz   | Joy Global Pension Plan              | 9.8                                      | $627,385                                  |                                     
|                   | Joy Global Supplemental Pension Plan | 9.8                                      | $163,444                                  |                                     
|Mr.
      Salditt  |                                     |                                         |                                          |                                     

|(1) | Messrs. Doheny, Sullivan, Major and Salditt, do not
      participate in the Joy Global Pension Plan or the Joy Global Supplemental
      Pension Plan, as each was hired after May 1, 2005, the date on which the
      pension plans closed to new employees.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                

|35
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|**EXECUTIVECOMPENSATIONTABLES** |  | 
|------------------------------- |  | 

|MATERIAL TERMS OF THE PLANS
|---------------------------

Joy Global Pension
Plan. Named executive officers who began their employment with us prior
to May 1, 2005 participate in the Joy Global Pension Plan, which is a
broad-based defined benefit plan qualified under the Internal Revenue Code.
Benefit accruals under this plan for salaried and nonbargaining hourly
participants were frozen on May 1, 2012. This plan entitles certain employees
with at least five years of service, including participating named executive
officers, to receive monthly payments equal to a percentage of the employees
average monthly salary and bonus (including amounts shown as non-equity
incentive compensation in the Summary Compensation Table) over the highest 60
consecutive calendar month period during the last 120 consecutive calendar
months of service ending April 30, 2012. The monthly accrued benefit is
calculated as final average earnings multiplied by a percentage, which is the
sum of age based percentages defined by the plan. This result is multiplied by
years of benefit service at termination divided by projected years of benefit
service at the plans normal retirement date. The normal retirement age under
the plan is 65.

Joy Global
Supplemental Pension Plan. This non-qualified plan is structured to
provide our eligible executives (and other employees with eligible compensation
exceeding the annual limits on tax-qualified plans) with a retirement benefit
equal to what they would have received if the tax-qualified Joy Global Pension
Plan did not reflect the annual income limits imposed under U.S. federal tax
regulations. This plan has the same requirements regarding eligibility for
participation and retirement as the Joy Global Pension Plan, and was similarly
frozen on May 1, 2012. When such contributions were suspended, employees who had
previously participated in the Joy Global Supplemental Pension Plan received
individual replacement contributions to the Retirement Savings Plan, as
discussed below. To the extent contributions to the Retirement Savings Plan
exceed limits for tax-qualified plans, those employees were permitted to
participate in the Nonqualified Deferred Compensation Plan so that the annual
compensation limits imposed on tax-qualified plans under the Internal Revenue
Code do not reduce the overall retirement plan benefits.

Joy Global
Retirement Savings Plan. Prior to May 1, 2012 all non-union employees,
including executive officers, hired on or after May 1, 2005 participated in the
Retirement Savings Plan. Following our freeze of the accrual of benefits under
the Joy Global Pension Plan on May 1, 2012, all non-union employees, including
executive officers, participate in the Joy Global Retirement Saving Plan
regardless of their date of hire.

We contribute a fixed amount to each
participating employees plan account equal to five percent (5%) of the
employees eligible compensation and a matching amount equal to fifty percent
(50%) on the first six percent (6%) of eligible compensation an employee
contributes. All company provided contributions after May 1, 2012 are
immediately vested in full, while employee accounts for company-provided fixed
contributions made prior to May 1, 2012 became fully vested after three years of
service.

Salaried and non-bargained employees
participating in the Joy Global Pension Plan at the time it was frozen,
including our named executive officers, received, if eligible, individual
replacement contributions to the Retirement Savings Plan that were designed to
offset the effect of the freeze. Individual replacement contributions consist of
the percentage of each employees eligible compensation that, in combination
with the five percent (5%) fixed contributions and the employees retirement
benefit under the Joy Global Pension Plan on May 1, 2012, was projected to
provide approximately equivalent value at retirement as his or her benefit under
the Joy Global Pension Plan was projected to provide had the accrual of future
benefits under such plan not been frozen.

In March 2015, we announced a
suspension of individual replacement contributions for the 2015 plan year and
therefore no contributions were made in Fiscal 2016. We are not obligated to
resume making individual replacement contributions and these contributions may
remain suspended or be eliminated in the future.

|YEARS OF SERVICE
|----------------

The Joy Global Pension Plan does not
currently allow us the discretion to grant extra years of credited service to
participating employees. Under the Joy Global Supplemental Pension Plan, our
general policy is to grant extra years of credited service only where justified
byspecial circumstances. Mr. Maritz is our only
named executive officer participating in the Joy Global Supplemental Pension
Plan and he has not been granted extra years of credited service.

|VALUATION METHOD AND MATERIAL
ASSUMPTIONS
|-----------------------------------------

Please see Note 16, Retiree Benefits,
to the consolidated financial statements included in our Annual Report on Form
10-K for the year ended October 28, 2016 for a discussion of the pension
obligationvaluation method underlying the
amounts shown above and all material assumptions applied in quantifying the
present value of the current accrued benefit.

|36 | 
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| |  | **EXECUTIVECOMPENSATIONTABLES**
| |  | -------------------------------

NONQUALIFIED
DEFERRED COMPENSATION DURING FISCAL 2016

|Name         | Executivecontributions inlast FY
    (1) | Registrantcontributions inlast FY
      (2) | Aggregateearnings
      inlast FY (3) | Aggregatewithdrawals/distributions | Aggregatebalance
      atlast FYE
|------------ | ---------------------------------------- | ------------------------------------------- | ------------------------------------- | ---------------------------------- | ---------------------------------
|Mr. Doheny   | $18,718                                  | $59,520                                     | $194,966                              | $0                                 | $1,341,705                       
|Mr. Sullivan | $0                                       | $25,470                                     | $2,074                                | $0                                 | $135,802                         
|Mr. Major    | $0                                       | $18,889                                     | $1,915                                | $0                                 | $517,069                         
|Mr. Maritz   | $0                                       | $10,512                                     | $7,290                                | $0                                 | $174,571                         
|Mr. Salditt  | $0                                       | $22,923                                     | $3,624                                | $0                                 | $41,058                          

|(1) | The amount reported for Mr. Doheny represents voluntary
      deferrals into the Non-Qualified Deferred Compensation Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | The amounts shown as registrant contributions relate to
      the respective named executive officers participation in the Nonqualified
      Deferred Compensation Plan described below. Company contributions in the
      last fiscal year to the Nonqualified Deferred Compensation Plan are
      reported in the Summary Compensation Table in the All other compensation
      column.                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3) | Aggregate earnings for Mr. Doheny represent the increase
      in the value of his deferred stock units during Fiscal 2016 and the
      performance of investments he selected under the Nonqualified Deferred
      Compensation Plan described below. The aggregate earnings for Messrs.
      Sullivan, Major, Maritz and Salditt are based on the performance of the
      investments selected by each executive officer under the Nonqualified
      Deferred Compensation Plan described below. The value of earnings
      attributable to deferred stock units paid in lieu of dividends to Mr.
      Doheny is $588.
|   
|    | Earnings reported in this column were not earned at a
      preferential rate and accordingly are not reported as Fiscal 2016
      compensation in the Summary Compensation
Table.                                                                                                                                                                                                                                                                                                                                                                                                                                            

|DESCRIPTION OF NONQUALIFIED DEFERRED COMPENSATION
      ARRANGEMENTS
|--------------------------------------------------------------------

We maintain the Nonqualified Deferred
Compensation Plan for certain non-union employees, including executive officers,
regardless of date of hire. The Nonqualified Deferred Compensation Plan provides
fixed, matching, and, if applicable, individual replacement contributions based
on eligible compensation that exceeds limits on compensation that are set
annually by the Internal Revenue Code. Eligible employees are permitted to defer
portions of their compensation on a voluntary basis through the Nonqualified
Deferred Compensation Plan, which permits deferral of 1% to 50% of annual base
salary and 1% to 100% of annual bonus.

Eligible employees receive
contributions equal to 8% of compensation exceeding limits imposed by the
Internal Revenue Code in order to mimic fixed and matching contributions made on
earnings below such limits. Prior to the suspension of individual replacement
contributions in March 2015, if applicable, eligible employees could receive
individual replacement contributions, as discussed above, based on compensationexceeding limits imposed by the Internal Revenue
Code in order to mimic individual replacement contributions made on earnings
below such limits.

Amounts earned on an employees plan
account depend on the investment choice made by the employee, who selects from
similar investment options available under the Retirement Savings Plan. As with
the Retirement Savings Plan, the employee may change his or her investment
choice as often as he or she may choose. The Nonqualified Deferred Compensation
Plan provides for varying distribution options, including lump sum or annual
installment payments over 5, 10, or 15 years. The payment commencement date
varies and occurs either as soon as administratively possible following death or
disability or 180 days after separation from service. The payment commencement
date is delayed by 5 years if an employee changes his or her initial
distribution election. Since May 1, 2012, contributions are immediately
vested.

|37
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|**EXECUTIVECOMPENSATIONTABLES** |  | 
|------------------------------- |  | 

POTENTIAL PAYMENTS
UPON TERMINATION OR CHANGE-IN-CONTROL AT FISCAL 2016 YEAR-END

|Name                         | Death
      orDisability(1), (2) | Retirement(2),
      (3) | InvoluntaryTerminationWithout Cause(2),
      (3) | Change of
      ControlMerger Agreement(4), (5), (6) | Change of
      ControlGeneral(5), (6), (7)
|---------------------------- | -------------------------------- | ------------------------ | ------------------------------------------------- | ---------------------------------------------------- | -------------------------------------------
|Mr.
      Doheny             |                                  |                          |                                                   |                                                      |                                            
|Severance                    |                                 |                         |                                                  | $6,813,450                                           | $6,813,450                                 
|Welfare Benefits             |                                 |                         |                                                  | $75,125                                              | $75,125                                    
|Outplacement Services        |                                 |                         |                                                  | $50,000                                              | $50,000                                    
|Accelerated Equity
    Value | $11,506,229                      | $404,579                 | $404,579                                          | $14,843,600                                          | $13,371,196                                
|**Total**                    | $11,506,229                      | $404,579                 | $404,579                                          | $21,782,175                                          | $20,309,771                                
|Mr.
      Sullivan (8)       |                                  |                          |                                                   |                                                      |                                            
|Severance                    |                                 |                         | $562,380                                          | $2,305,758                                           | $2,305,758                                 
|Welfare Benefits             |                                 |                         |                                                  | $46,160                                              | $46,160                                    
|Outplacement Services        |                                 |                         |                                                  | $50,000                                              | $50,000                                    
|Accelerated Equity
    Value | $3,887,235                       | $128,899                 | $128,899                                          | $4,981,828                                           | $4,528,478                                 
|**Total**                    | $3,887,235                       | $128,899                 | $691,279                                          | $7,383,746                                           | $6,930,396                                 
|Mr.
      Major              |                                  |                          |                                                   |                                                      |                                            
|Severance                    |                                 |                         |                                                  | $1,835,666                                           | $1,835,666                                 
|Welfare Benefits             |                                 |                         |                                                  | $45,402                                              | $45,402                                    
|Outplacement Services        |                                 |                         |                                                  | $50,000                                              | $50,000                                    
|Accelerated Equity
    Value | $2,354,363                       | $81,520                  | $81,520                                           | $3,024,195                                           | $2,724,802                                 
|**Total**                    | $2,354,363                       | $81,520                  | $81,520                                           | $4,955,263                                           | $4,655,870                                 
|Mr.
      Maritz             |                                  |                          |                                                   |                                                      |                                            
|Severance                    |                                 |                         |                                                  | $1,452,094                                           | $1,452,094                                 
|Welfare Benefits             |                                 |                         |                                                  | $30,447                                              | $30,447                                    
|Outplacement Services        |                                 |                         |                                                  | $50,000                                              | $50,000                                    
|Accelerated Equity
    Value | 1,863,560                        | $64,333                  | $64,333                                           | $2,393,101                                           | $2,157,356                                 
|**Total**                    | $1,863,560                       | $64,333                  | $64,333                                           | $3,925,642                                           | $3,689,897                                 
|Mr.
      Salditt            |                                  |                          |                                                   |                                                      |                                            
|Severance                    |                                 |                         |                                                  | $2,521,500                                           | $2,521,500                                 
|Welfare Benefits             |                                 |                         |                                                  | $38,431                                              | $38,431                                    
|Outplacement Services        |                                 |                         |                                                  | $50,000                                              | $50,000                                    
|Accelerated Equity
    Value | $1,715,130                       | $227,466                 | $227,466                                          | $2,074,975                                           | $2,053,704                                 
|**Total**                    | $1,715,130                       | $227,466                 | $227,466                                          | $4,684,906                                           | $4,663,635                                 

|(1) | In the event of a termination of employment due to death
      or disability, unvested stock options and restricted stock units are
      vested in full, and a pro rata number of performance share awards may be
      earned based on actual performance over the performance
  period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2) | Performance share awards reported in this table use the
      amounts that were used for purposes of calculating the outstanding value
      of performance share awards at fiscal year-end on page 34. For named
      executive officers other than Mr. Salditt, the, performance share awards
      reported in this table use the actual payout for performance share awards
      granted in Fiscal 2014, which was 0%, and assumed payout levels of 25% of
      targeted payout for performance share awards granted in Fiscal 2015 and
      Fiscal 2016, which represent the payout levels for achievement of
      threshold performance by our executive officers. Mr. Salditt was appointed
      as an executive officer in early Fiscal 2016. Accordingly, the amounts
      reported for Mr. Salditt reflect the actual 103% payout for performance
      share awards granted to non-executive officers in Fiscal 2014 and assumed
      payout levels of 150% of targeted payout for Fiscal 2015 and 25% of
      targeted payout for Fiscal 2016, which represent the payout levels for
      achievement of maximum performance by non-executive officers in Fiscal
      2015 and threshold performance for executive officers for Fiscal
      2016.

|38 | 
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| |  | **EXECUTIVECOMPENSATIONTABLES**
| |  | -------------------------------

|(3) | Other than at the discretion of
      the Human Resources and Nominating Committee exercised at the time of
      separation, an executive who is involuntarily terminated without cause or
      who retires will forfeit all unvested stock options and restricted stock
      units. A pro rata number of performance share awards may be paid out based
      on actual performance over the performance period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(4) | Assumes (i) the completion of the
      Merger and (ii) the termination of employment of the named executive
      officers by the Company other than for cause or good reason, each as
      of October 28, 2016. Pursuant to the terms of the Merger Agreement, equity
      awards granted prior to the date of the Merger Agreement will become
      vested in full and cashed out in a lump sum at the effective time of the
      Merger, with outstanding performance share awards being paid out at 100%
      of the target number of shares set forth at the time of grant. No awards
      were granted to our named executive officers between the date of the
      Merger Agreement and October 28, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(5) | Payment of severance, welfare
      benefits and outplacement services requires both a change of control and
      within three years thereafter either a termination by the executive for
      good reason or by the Company without cause.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(6) | Any amounts payable upon a change
      of control would depend on the individual circumstances of each executive
      at the time a change of control occurs. The change of control employment
      agreements for our named executive officers provide for a reduction in
      payments if the executive would receive a greater net benefit by reducing
      the amount to a level that would eliminate any federal excise tax.
      Reported amounts for our named executive officers do not reflect
      application of this provision.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(7) | In the event of an involuntary
      termination without cause or a voluntary termination for good reason in
      connection with a change in control, the accelerated equity value reflects
      the value that would be received from the vesting of unvested stock
      options and restricted stock units and the payout of performance share
      awards at the higher of (i) the number of shares earned based on
      performance as of the date of the change in control, or (ii) the pro rata
      target number of shares subject to performance share awards, at levels
      assuming the application of discretion by the Committee to reduce payouts
      to the levels awarded to employees other than executive officers, as is
      consistent with its historic practice. Based on performance through Fiscal
      2016, performance share awards granted to named executive officers other
      than Mr. Salditt would be earned at the same payout levels assumed in
      Footnote 2 above with respect to awards granted in Fiscal 2014 and Fiscal
      2015, and at 100% of targeted payout for awards granted in Fiscal 2016.
      Based on performance through 2016, performance share awards granted to Mr.
      Salditt would be earned at 103% of targeted payout for awards granted in
      Fiscal 2014, 123% of targeted payout for awards granted in Fiscal 2015 and
      100% of targeted payout for awards granted in Fiscal 2016.
|   
|(8) | If Mr. Sullivan is terminated
      without cause prior to the effective time of the Merger, he would receive
      12 months of severance pursuant to the terms of his offer of
      employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Our change of control employment
agreements and equity award agreements with our named executive officers define
the termination events reflected in the table above as follows:

Change of
Control. Any of the following would constitute a change of control under
our change of control employment agreements and our equity award
agreements:

|● | any individual, entity, or group
      acquires beneficial ownership of 40% or more of either our outstanding
      shares of common stock or the combined voting power of our outstanding
      voting securities, subject to limited exceptions;                                          
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | a majority of the Board no longer
      consists of our current directors and other directors whose election or
      nomination for election by our shareholders was approved by a vote of at
      least a majority of the current directors and other similarly approved
      directors;
|● | we are party to a business
      combination transaction, subject to limited exceptions;
or                                                                                                                                                                                                 
|● | our shareholders approve a
      complete liquidation or dissolution of the
  Company.                                                                                                                                                                                                      

Good Reason.
Any of the following would constitute termination by the executive for good
reason under the change of control employment agreements we have with each of
our named executive officers:

|● | assignment of duties inconsistent
      with the executives current position, authority, duties, or
      responsibilities;                                                                    
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | failure to pay the compensation
      called for by the particular change of control employment agreement or
      substantially altering employee benefits from those currently
      provided;
|● | requiring relocation to an office
      at least 35 miles away, to a location other than our principal executive
      offices, or to travel substantially more on our business;                
|● | termination other than as
      permitted in the applicable change of control employment agreement;
      or                                                                                    
|● | our successors failure to adhere
      to the terms of the applicable change of control employment
      agreement.                                                                            

Other
definitions. For the purposes of the table above, these terms have the
following meanings:

|● | Disability generally refers to
      a total and permanent incapacity of the executive to perform his or her
      duties.                                                                                                                                                                                                                           
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Cause generally refers to: (A)
      willful and continued failure to perform employment duties in any material
      respect; (B) willfully engaging in illegal conduct or gross misconduct
      that materially harms us; or (C) conviction of, or a plea of guilty or no
      contest to, a felony (other than a traffic-related
    violation).

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|**EXECUTIVECOMPENSATIONTABLES** |  | 
|------------------------------- |  | 

|CHANGE OF CONTROL PAYMENTS
|--------------------------

Change of Control
Employment Agreements. We have entered into change of control employment
agreements with each of our named executive officers. The agreements provide
that, in the event of a change of control (as defined in the agreements and
summarized above), termination of the executives employment during the three
years following the change of control, either by the executive for good reason
or by us without cause (as such terms are defined in the agreements and
summarized above), we will pay the executive a lump sum equal to two times
(three times in the case of the Chief Executive Officer) the sum of the
executives base salary and annual bonus. In addition, we will provide the
executive with outplacement services as well as medical insurance and other
welfare benefits (including an offset for the effect of applicable taxes) for a
period of two years (three years in the case of the Chief Executive Officer). We
will also pay the executive accrued benefits as of the termination date,
including a pro rata bonus, and compensate the executive for any issued stock
options, performance share awards, or restricted stock unit awards, as described
below. The change of control employment agreements also provide that, in the
event the aggregate payment would cause a named executive officer to incur an
excise tax obligation, we would reduce the aggregate payment to an amount that
would result in the executive receiving a greater net benefit, thereby rendering
the excise tax obligation inapplicable.

In December 2015 we amended the change
of control employment agreements with our named executive officers to provide
that with respect to any equity awards granted after December 1, 2015, the
treatment of an equity award will be governed by the terms of the agreement
evidencing the award and the plan under which the award was granted, rather than
the change of control employment agreement. The purpose of this supplement is to
subject future equity awards to double-trigger vesting provisions in the event
of a change of control. Equity awards with a double-trigger vesting provision
will vest upon a qualifying termination following a change of control, rather
than upon the occurrence of the change of control.

Equity Awards
Agreements. We have issued stock options, performance share awards, and
restricted stock unit awards pursuant to our 2007 Stock Incentive Plan
(together, Equity Awards) to our named executive officers. Each of the Equity
Awards provides for a payment in the event of a change in control, as that
term is defined in Section 9(b) of our 2007 Stock Incentive Plan. This
definition is substantively identical to the definition of change of control
in our change of control employment agreements, and the summary above is equally
applicable to each term.

Pursuant to the terms of our
nonqualified stock option agreements, in the event of a change in control, we
will accelerate the vesting of all outstanding stock options and make such
options fully exercisable, so that the executive will be eligible to receive the
difference between the market price at the time of the change in control and the
exercise price per share of common stock underlying the option, multiplied by
the number of options exercised. Pursuant to the terms of our performance share
agreements, in the event of a change in control we will provide a lump sum cash
payment equal to the greater of (i) the value of theperformance share awards earned as of the date of the change in control,
or (ii) the value of the pro rata target number of shares subject to performance
share awards through the date of the change in control. In the event of a change
in control, we will also cash out all outstanding restricted stock unit awards
issued under our restricted stock unit award agreements, irrespective of whether
such awards are vested, by providing a cash payment equal to the product of the
number of the executives outstanding restricted stock unit awards multiplied by
the value of the shares on the date of the change in control.

Each of our equity award agreements,
including those for our named executive officers, require that the party to such
agreements will: (1) hold in a fiduciary capacity all secret or confidential
information, knowledge, or data relating to us or our affiliates that the
executive obtains during the course of his or her employment; (2) except on
behalf of us or our affiliates, or with the prior written consent of our
President or an Executive Vice President, or as otherwise required by law, not
use, communicate, divulge or disseminate confidential information at any time
during or after his or her employment for so long as such use or disclosure
would reasonably be likely to result in competitive harm to us; (3) for a period
of 18 months beginning on the executives termination date, within the
geographic area where we and our affiliates do business, except with the prior
written permission of the President or an Executive Vice President, not work
for, consult with, or advise directly or indirectly, as an employee, consultant,
owner, partner, member, director, or officer, or make passive investments of
more than 3% of the equity in, or otherwise engage in business with, specified
competitors or any related company engaged in competition with us where the
executives knowledge of trade secrets or other confidential information would
be reasonably likely to place us at a competitive disadvantage; (4) for a period
of two years beginning on the executives termination date, refrain from
employing, soliciting the employment, or inducing for employment, or engagement
as an independent contractor, on behalf of any individual or organization any
person whom we have employed (other than a personal assistant hired to work
directly for the executive) within the preceding three months; and (5) prior to
and for a one-year period following the executives termination date, not
directly or indirectly, disrupt, or attempt to interfere with or disrupt, the
business relationship between us or any of our affiliates and any of our or
their customers, suppliers, or employees. In the event of a breach of any of the
foregoing provisions, the executives stock options will expire and the
executive will forfeit his or her right to receive performance share awards or
restricted stock unit awards. In addition, we may be entitled to injunctive or
other relief.

Adoption of
Double-Trigger Vesting Provisions. In December 2015 we amended our change
of control employment agreements with our named executive officers to provide
that beginning in Fiscal 2016, equity award grants would be subject to
double-trigger vesting provisions in the event of a change of control. As a
result, those future equity awards would vest upon a qualifying termination
following a change of control, rather than upon the occurrence of the change of
control.

|40 | 
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Table of Contents

| |  | **DIRECTOR

COMPENSATION**
| |  | --------------------------

Merger Agreement.The Merger Agreement
provides that stock options held at closing will vest and be converted into a
right to receive a cash payment equal to the product of (i) the number of shares
subject to each option and (ii) the excess, if any, of the Merger Consideration
over the exercise price per share of our common stock subject to such option.
The Merger Agreement also provides that restricted stock units granted prior to
the date of the Merger Agreement and performance share awards that are held at
closing will vest and be converted into a right to receive a cash payment equal
to the product of (i) the number of shares of our common stock subject to such
restricted stock unit or performance share award (using the target number of
shares for performance share awards) and (ii) the Merger
Consideration.

Pursuant to the Merger Agreement, the
only equity awards that may be granted to employees, including our named
executive officers, following the date of the Merger Agreement are designated as
Rollover RSU Awards. Upon consummation of the Merger, Rollover RSU Awards will
be converted into long-term cash incentive awards with the same vesting terms as
the corresponding Rollover RSU Award. These awards contain double trigger
vesting provisions, and in the event of a qualifying termination will be paid
out in an amount equal to the greater of one-third of the award and the portion
of the vesting period (which may not exceed three years) that elapsed prior to
the qualifying termination. No Rollover RSU Awards were granted to our named
executive officers in Fiscal 2016, but all equity awards granted to named
executive officers in Fiscal 2017 have been Rollover RSU Awards.

DIRECTOR
COMPENSATION

Compensation for our non-employee
directors is reviewed annually by the Committee with the assistance of Cook
& Co., and set by action of the Board of Directors. The Boards goal in
designing directors compensation is to provide a competitive package that will
enable it to attract and retain highly skilled individuals with relevant
experience and that reflects the time and talent required to serve on the board
of a complex, multinational corporation.

Directors who are not employees receive
an annual retainer fee of $85,000, as well as a fee of $1,500 for each Board and
Board committee meeting attended. If the Chairman of the Board is not a company
employee, he receives an additional annual retainer of $120,000. The chairs of
the Audit Committee and Human Resources and Nominating Committee each receive an
additional annual retainer fee of $15,000. The Lead Independent Director
receives an annual retainer fee of $30,000.

In addition, as of the date of each
annual meeting, each non-employee director receives a grant of restricted stock
units. In Fiscal 2016, the number of restricted stock units granted to each
non-employee director was equal to $120,000 divided by the then current market
price of our common stock. Restricted stock units granted in Fiscal 2016 to
directors holding at least 10,000 shares of our common stock (including vested
restricted stock units) will vest and become non-forfeitable one year after
their grant and will be paid out on such date, unless the director elected to defer settlement of
such units. Restricted stock units granted in Fiscal 2016 to directors owning
fewer than 10,000 shares (including vested restricted stock units) will vest and
become non-forfeitable one year after their grant date and will be paid out one
year after the directors duties on the Board terminate. Vesting of restricted
stock units will be accelerated in the event a directors service on the Board
terminates by reason of the directors death or disability or due to a change in
control (including pursuant to the Merger), and restricted stock units subject
to acceleration in this manner will be settled as soon as practicable (but no
more than 30 days) after such event. Restricted stock units granted to directors
prior to Fiscal 2010 became non-forfeitable one year after their grant and will
be paid out one year after the directors duties on the Board terminate.
Directors who are our employees earned no additional remuneration for their
service as directors. Our Corporate Governance Principles encourage directors to
own shares of our common stock having a market value equal to at least three
times their annual cash retainer. The terms of the restricted stock units
granted annually to non-employee directors effectively require each non-employee
director to hold an equity interest (either in shares of common stock or vested
restricted stock units) in excess of this amount.

The following table summarizes the
compensation of our non-employee directors during Fiscal 2016.

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|**DIRECTORCOMPENSATION** |  | 
|------------------------ |  | 

NON-EMPLOYEE
DIRECTOR COMPENSATION FOR FISCAL 2016

|Name                  |  | Fees earned orpaid in cash |  | Stock awards(1) (2) |  | Optionawards (2) |  | All othercompensation (3) |  | Total   
|--------------------- |  | -------------------------- |  | ------------------- |  | ---------------- |  | ------------------------- |  | --------
|Steven L. Gerard      |  | $149,500                   |  | $120,000            |  |                 |  |                          |  | $269,500
|Mark J. Gliebe        |  | $112,000                   |  | $120,000            |  |                 |  |                           |  | $232,000
|John T. Gremp         |  | $130,000                   |  | $120,000            |  |                 |  |                           |  | $250,000
|John N. Hanson        |  | $226,000                   |  | $120,000            |  |                 |  | $67,500                   |  | $413,500
|Gale E. Klappa        |  | $134,500                   |  | $120,000            |  |                 |  |                          |  | $254,500
|Richard B. Loynd      |  | $113,500                   |  | $120,000            |  |                 |  |                          |  | $233,500
|P.
      Eric Siegert |  | $118,000                   |  | $120,000            |  |                 |  |                          |  | $238,000
|James H. Tate         |  | $119,500                   |  | $120,000            |  |                 |  |                          |  | $239,500

|(1) | The amounts shown in the Stock
      awards column represent the aggregate grant date fair value computed in
      accordance with FASB ASC Topic 718. For each director the grant date fair
      value of the restricted stock unit award granted on March 8, 2016, the day
      of our 2016 annual meeting, was $120,000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                              
|(2) | Our non-employee directors
      serving during Fiscal 2016 had the following aggregate number of stock
      awards and option awards, respectively, outstanding at fiscal
      year-end:                                                                                                                                  

| | Name              |  | Stock awards |  | Option awards
| | ----------------- |  | ------------ |  | -------------
| | Mr.
      Gerard  |  | 38,410       |  |             
| | Mr.
      Gliebe  |  | 10,783       |  |             
| | Mr.
      Gremp   |  | 13,499       |  |             
| | Mr.
      Hanson  |  | 41,315       |  |             
| | Mr.
      Klappa  |  | 17,867       |  |             
| | Mr.
      Loynd   |  | 38,410       |  |             
| | Mr.
      Siegert |  | 42,115       |  |             
| | Mr.
      Tate    |  | 38,410       |  |             

|    |                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | The amount in this column for Mr.
      Hanson represents the dollar value of a life insurance premium we paid for
      a policy Mr. Hanson received when he was Chief Executive
  Officer.

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| |  | **EQUITYCOMPENSATIONPLAN
      INFORMATION**
| |  | --------------------------------------------

ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN
INFORMATION

The following table summarizes
information about our equity compensation plans as of the end of Fiscal 2016. We
have no securities to be issued or available for future issuance under equity
compensation plans not approved by security holders. All outstanding awards
relate to common stock.

|Plan category                                                    |  | (a)Number of
      securities to beissued upon exercise ofoutstanding
      options,warrants, and rights | (b)Weighted-averageexercise price
      ofoutstanding options,warrants, and rights | (c)Number of
      securitiesremaining available forfuture issuance underequity
      compensation plans(excluding securitiesreflected in column
      (a))
|---------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders
      (1) |  | 3,856,101                                                                                                | $42.17                                                                             | 9,263,871 (2)                                                                                                                                              

|(1) | Our 2003 Stock Incentive Plan was
      approved by shareholders at the 2003 annual meeting. Our 2007 Stock
      Incentive Plan was approved by shareholders at the 2007 annual meeting.
      Our 2016 Omnibus Incentive Compensation Plan was approved by shareholders
      at the 2016 annual meeting. The maximum number of shares of common stock
      that may be issued under the 2016 Omnibus Incentive Compensation Plan is
      determined on the basis of a formula equal to the sum of (a) 6,325,000
      plus (b) the number of shares of common stock underlying any stock option
      or stock appreciate right that is exercised or settled for cash, or
      forfeited, terminated, expired, or lapsed without being exercised after
      March 8, 2016 (the Effective Time). For the purpose of calculating the
      maximum number of shares that may be issued pursuant to all awards, every
      one share issuable pursuant to the exercise of a stock option or stock
      appreciation right will count as one share and every share underlying all
      other stock-based awards will count as 2.4 shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | Includes 679,914 shares of common
      stock, which is the maximum number of shares that may be issued under
      performance share awards granted in Fiscal 2014, Fiscal 2015 and Fiscal
      2016; 14,854 shares of common stock deliverable upon settlement of
      deferred stock units resulting from the deferred payout of restricted
      stock unit awards granted prior to Fiscal 2016; and 1,604,346 shares of
      common stock that may be issued under outstanding restricted stock unit
      awards granted prior to the Effective Time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|**SECURITY
      OWNERSHIPOF CERTAINBENEFICIAL OWNERSAND
      MANAGEMENT** |  | 
|--------------------------------------------------------------------------- |  | 

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table lists the
beneficial ownership of common stock as of February 14, 2017, by any person who
beneficially owns more than 5% of our common stock, each of the non-employee
directors, each of the executive officers named in the Summary Compensation
Table, and our executive officers and directors as a group. Beneficial ownership
of these shares consists of sole voting power and sole investment power, except
as noted below. In addition to beneficial ownership of sharesset forth in this table, each of our named executive officers
and non-employee directors owns restricted stock units as set forth in the stock
awards columns of the Outstanding Equity Awards at Fiscal Year-End 2016 table on
page 34 and in the stock awards column of footnote 2 to the Director
Compensation table on page 42 respectively. Percentage ownership calculations
are based on 99,620,355 shares of common stock outstanding as of February 14,
2017.

|Name and Address of Beneficial Owner                               |  | Shares Owned
      (1) | Percent of
      Class
|------------------------------------------------------------------ |  | ---------------------- | ----------------------
|5% Shareholders:                                                   |  |                        |                       
|BlackRock Fund Advisors                                            |  | 9,893,260              | (2)                   
|55 E. 52ndStreet                                                   |  |                        |                       
|New
      York, New York 10055                                     |  |                        |                       
|The Vanguard Group, Inc.                                           |  | 7,692,854              | (3)                   
|100 Vanguard Boulevard                                             |  |                        |                       
|Malvern, Pennsylvania 19355                                        |  |                        |                       
|Invesco Ltd.                                                       |  | 6,232,809              | (4)                   
|1555 Peachtree Street NE, Suite
    1800                           |  |                        |                       
|Atlanta, Georgia 30309                                             |  |                        |                       
|Named Executive Officers and Directors:                            |  |                        |                       
|Edward L. Doheny II                                                |  | 387,715                |                       
|James M. Sullivan                                                  |  | 98,552                 |                       
|Sean D. Major                                                      |  | 68,241                 | (5)                   
|Johannes S. Maritz                                                 |  | 50,919                 |                       
|Peter B. Salditt                                                   |  | 40,618                 |                       
|Steven L. Gerard                                                   |  | 19,520                 |                       
|Mark J. Gliebe                                                     |  | 10,954                 |                       
|John T. Gremp                                                      |  | 5,454                  |                       
|John Nils Hanson                                                   |  | 233,618                | (6)                   
|Gale E. Klappa                                                     |  | 5,422                  |                       
|Richard B. Loynd                                                   |  | 18,127                 |                       
|P.
      Eric Siegert                                              |  | 31,518                 |                       
|James H. Tate                                                      |  | 16,486                 |                       
|All
      executive officers and directors as a group (15 persons) |  | 1,112,933              | (7)                   

* Less than 1%

|(1) | The beneficial ownership
      information presented in this filing is based on information furnished by
      the specified persons and is determined in accordance with Exchange Act
      Rule 13d-3. Accordingly, the number of shares reflected in this column
      includes (i) shares of common stock issuable upon the exercise of stock
      options that are exercisable within 60 days of February 14, 2017, and (ii)
      shares to be received upon the vesting of restricted stock units within 60
      days of February 14, 2017. This information is not necessarily to be
      construed as an admission of beneficial ownership for other
      purposes.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Except as noted below, none of
      the shares shown as owned by directors or executive officers have been
      pledged as collateral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | Named executive officers and
      directors also hold restricted stock units that are not included in the
      beneficial ownership table because vesting will not occur within 60 days
      of February 14, 2017. The amounts of restricted stock units held by named
      executive officers and directors are described elsewhere in this
      filing.                                                                                                                                                                                                                                                                                                                  

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| |  | **RELATED
      PARTYTRANSACTIONS**
| |  | -----------------------------------

The amounts above include the following
number of shares such person or group may acquire upon (i) exercise of stock
options exercisable within 60 days of February 14, 2017, (ii) shares such person
or group has a right to acquire upon settlement of deferred stock units, and
(iii) shares to be distributed to such person or group upon settlement of
restricted stock units within 60 days of February 14, 2017:

| | Name                                     |  | Number of shares
| | ---------------------------------------- |  | ----------------
| | Mr.
      Doheny                         |  | 241,181         
| | Mr.
      Sullivan                       |  | 71,934          
| | Mr.
      Major                          |  | 55,034          
| | Mr.
      Maritz                         |  | 42,700          
| | Mr.
      Salditt                        |  | 30,034          
| | Mr.
      Gerard                         |  | 5,454           
| | Mr.
      Gliebe                         |  | 5,454           
| | Mr.
      Gremp                          |  | 5,454           
| | Mr.
      Hanson                         |  | 5,454           
| | Mr.
      Loynd                          |  | 5,454           
| | Mr.
      Tate                           |  | 5,454           
| | All executive officers and
    directors |  | 544,007         
| | as
      a group                         |  |                 

|(2) | Amount and nature of ownership
      listed is based solely upon information contained in a Schedule 13G filed
      with the SEC by BlackRock Fund Advisors on January 9, 2017. As of December
      31, 2016, BlackRock Fund Advisors had sole voting power over 9,639,495
      shares of common stock and sole dispositive voting power over 9,893,260
      shares of common stock.                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(3) | Amount and nature of ownership
      listed is based solely upon information contained in a Schedule 13G filed
      with the SEC by The Vanguard Group on February 10, 2017. As of December
      31, 2016, the Vanguard Group had sole voting power over 117,401 shares of
      common stock; shared voting power over 10,831 shares of common stock; sole
      dispositive power over 7,569,522 shares of common stock; and shared
      dispositive power over 123,332 shares of common stock.                                    
|   
|(4) | Amount and nature of ownership
      listed is based solely upon information contained in a Schedule 13G filed
      with the SEC by Invesco Ltd. on February 8, 2017. As of December 30, 2016,
      Invesco Ltd. had sole voting and sole dispositive power over 6,232,809
      shares of common stock.                                                                                                                                                                                                                              
|   
|(5) | Includes 22,851 shares of common
      stock pledged in a margin account.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(6) | Includes 30,000 shares of common
      stock from the Hanson Family Foundation of which Mr. Hanson is a trustee,
      as well as 99,382 shares of common stock transferred to the following
      grantor retained annuity trusts of which Mr. Hanson is the Grantor: 3,960
      shares to Avon 10-2011 Trust; 2,323 shares to Avon 8-2012 Trust; 7,016
      shares to Avon 10-2012 Trust; 27,935 shares to Pescadero 4-2015 Trust;
      28,856 shares to Pescadero 6-2015 Trust; and 29,292 shares to Pescadero
      8-2015 Trust.
|   
|(7) | Includes 55,389 shares owned and
      70,400 shares underlying stock options exercisable within 60 days of
      February 14, 2017, by two executive officers not named in the Summary
      Compensation Table.                                                                                                                                                                                                                                                                                                                       

ITEM 13. CERTAIN RELATIONSHIPS, RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE

RELATED PARTY TRANSACTIONS

Pursuant to our bylaws, we indemnify
our officers and directors in the event claims are made against them arising out
of their service as an officer or director. In addition, we have entered into
indemnification agreements with each of our officers and directors requiring us
to indemnify them against claims made against them arising out of their service
as an officer or director. Other than these indemnification arrangements, which
the Board believes are consistent with the practice of public companies of our
size, there were no other relationships or related transactions during Fiscal
2016 involving any director or executive officer (or any members of their
immediate families) to which we or any of our subsidiaries were a party that
must be disclosed under SEC rules.

Our Worldwide Business Conduct Policy
prohibits the following conflict of interest situations, unless approved in
accordance with our Related Person Transactions Policy, as described below, or
by the Chief Executive Officer with respect to those situations involving
employees who are not executive officers or Related Persons, as defined in the
Related Person Transactions Policy:

|● | any ownership interest in any
      customer, supplier, or competitor, other than a nominal amount of stock in
      a publicly traded company;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------
|● | any consulting or employment
      relationship with any customer, supplier, or competitor;                                                    
|● | service on the board of directors
      of any customer, supplier, or
competitor;                                                              

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|**DIRECTORINDEPENDENCE** |  | 
|------------------------ |  | 

|● | any outside business activity
      which competes with any of our businesses or that interferes with the
      director, officer, or employees duties and
  responsibilities;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | supervising, reviewing, or having
      influence over the job evaluation, pay, or benefits of any close
      relative;                                                       
|● | taking advantage of a corporate
      opportunity discovered in the course of employment with
  us;                                                                            
|● | selling anything to us or buying
      anything from us; and                                                                                                                   
|● | using corporate assets for other business or personal
      endeavors.                                                                                                         

Our Related Person Transactions Policy
establishes procedures for the review and approval or ratification of all
related person transactions, as defined by SEC rules. The Related Person
Transactions Policy requiresthe material facts
of any proposed related person transaction to be submitted to the Chairman of
the Audit Committee of the Board of Directors as soon as it is practicable to do
so. The Chairman of the Audit Committee shall then determine whether, based on
the facts of the transaction, the question will be submitted to the full Audit
Committee for further consideration. The Audit Committee will approve related
person transactions only when it determines that the transaction in question is
not inconsistent with our best interests.

The Worldwide Business Conduct Policy
and the Related Person Transactions Policy are posted on our website:
www.joyglobal.com under the Governance tab in the Leadership section of the
Investor Center page.

DIRECTOR INDEPENDENCE

The Board of Directors is comprised of
nine directors. The Board determined that all directors other than Mr. Doheny
are independent under New York Stock Exchange listing standards. The Board
completed a self-assessment of Board performance for Fiscal 2016.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES

AUDITORS, AUDIT FEES AND AUDITOR
INDEPENDENCE

Ernst & Young LLP served as our
Independent Auditor for Fiscal 2016.

AUDIT FEES

Ernst & Young LLP billed us a total
of $3,087,400 in fees for professional services rendered for the audit of our
annual financial statements for Fiscal 2016, the audit of managements
assessment of our internal control over financial reporting, and the reviews of
the financial statements included in our quarterly reports on Form 10-Q for
Fiscal 2016. These fees are for services that are normally providedby Ernst & Young in connection with statutory and
regulatory filings or engagements including the annual consolidated audit,
foreign statutory audits, consents, and accounting consultation for matters that
were addressed during the audit work. Fees billed in this category for Fiscal
2015 totaled $3,475,700.

AUDIT-RELATED FEES

Ernst & Young LLP billed us a total
of $36,995 for audit-related fees and services in Fiscal 2016. These fees are
for assurance and related services provided by Ernst & Young that are
reasonably related to the performance of the audit, including due diligence
consultations,accounting consultations not
specifically linked to audit work, and fees for access to electronic accounting
research. Ernst & Young did not bill us for audit-related fees in Fiscal
2015.

TAX FEES

Ernst & Young LLP billed us a total
of $494,155 in tax fees in Fiscal 2016. These fees are for tax compliance, tax
advice, and tax planning provided by Ernst & Young that are related to
various federal, state, and international issues and entity restructuring. Fees
billed in this category for Fiscal 2015 totaled $333,169.

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| |  | **AUDITORS, AUDITFEES AND
      AUDITORINDEPENDENCE**
| |  | -----------------------------------------------------

ALL OTHER
FEES

Ernst & Young LLP billed us
$104,500 for fees in the All Other Fees category in Fiscal 2016. Of this,
$98,400 were related to forensic accounting services of business interruption
claims. Wewere indemnified for these charges by
our insurers. Fees billed in this category totaled $1,500 in Fiscal
2015.

AUDIT COMMITTEE
PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has established a
policy to pre-approve the audit and non-audit services performed by the
Independent Auditor in order to assure that the provision of such services does
not impair the auditors independence. Based on information presented to the
Audit Committee by Ernst & Young and our management, the Audit Committee has
pre-approved defined audit, audit-related, tax, and other services for Fiscal
2016 up to specified cost levels. Any proposed services exceeding pre-approved
cost levels require specific pre-approval by the Audit Committee. The policy
requires the Independent Auditor to providedetailed back-up documentation regarding the specific services to be
provided. The policy also prohibits the Independent Auditor from providing
services that are prohibited under the Sarbanes-Oxley Act of 2002.

Although Rule 2-01(c)(7)(i)(C) of
Regulation S-X permits the Audit Committee to waive its pre-approval requirement
under certain circumstances, the Audit Committee did not rely on that rule in
approving any fees reported under the headings Audit-Related Fees, Tax Fees, and
All Other Fees.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES

(a) The following documents are filed
as part of this report:

1.Consolidated Financial Statements

The consolidated financial statements
required to be filed in our Annual Report on Form 10-K are included in Part IV,
Item 15(a)(1) of the Original Filing.

2.Financial Statement Schedules

The financial statement schedule
required to be filed in our Annual Report on Form 10-K is included in Part IV,
Item 15(a)(2) of the Original Filing.

3.Exhibits:

The exhibits listed in the exhibit
index of this Amendment are incorporated herein by reference, and supplement the
list of exhibits filed with, or incorporated by reference in, the Original
Filing.

ITEM 16. FORM 10-K SUMMARY

Not included.

SIGNATURES

Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, Wisconsin, on February 23, 2017.

|JOY GLOBAL INC.                            
|-------------------------------------------
|(Registrant)                               
|                                           
|/s/ Edward L. Doheny II                    
|Edward L. Doheny II                        
|President and Chief Executive
      Officer

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|**INDEX OF EXHIBITSFILED
      HEREWITH** |  | 
|----------------------------------------- |  | 

INDEX OF EXHIBITS FILED
HEREWITH

|Number |  | Exhibit                                                               
|------ |  | ----------------------------------------------------------------------
|31.1   |  | Chief Executive Officer Rule 13a-14(a)/15d-14(a)
      Certifications.
|31.2   |  | Chief Financial Officer Rule 13a-14(a)/15d-14(a)
      Certifications.

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