JOY GLOBAL INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>stockoption.htm
<TEXT>
<HTML>
<head>
<title>
</title>
</head>
<BODY>


<p align=center>STOCK OPTION AGREEMENT</p>


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS AGREEMENT, dated as of the 1st day of November, 2001, between Joy Global, Inc., a Delaware
corporation (the "Company"), and __________ (the "Employee").<p>

<p align=center>W I T N E S S E T H</p>


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In consideration of the mutual promises and covenants made herein and the mutual benefits to be
derived herefrom, the parties hereto agree as follows:<p>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>1. Grant of Stock Option.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the provisions of this Agreement and to the provisions of the Joy Global Inc. 2001
Stock Incentive Plan (the "Plan"), the Company hereby grants to the Employee as of November 1, 2001 (the "Grant
Date") the right and option (the "Stock Option") to purchase __________ shares of common stock of the Company,
par value $1.00 per share ("Common Stock"), at the exercise price of $17.49 per share. The Stock Option shall be
a NonQualified Stock Option. Unless earlier terminated pursuant to the terms of this Agreement, the Stock Option
shall expire on the tenth anniversary of the Grant Date. Capitalized terms not defined herein shall have the
meaning set forth in the Plan.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>2. Exercisability of the Stock Option.</u></p>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Stock Option shall become vested and exercisable with respect to one-third of the shares
covered thereby (rounded up to the next whole share) on July 16, 2002, an additional one-third of such shares
(rounded up to the next whole share) on July 16, 2003, and remaining such shares on July 16, 2004, subject in
each case to the prior termination of the Stock Option. Notwithstanding the foregoing, the Stock Option, to the
extent outstanding, shall become immediately vested and fully exercisable upon (a) a Change in Control or (b) a
Termination of Employment due to death, Disability, or Retirement. For purposes of this Agreement, Change in
Control shall have the meaning set forth in the Plan. Upon the effective date of the Employee's Termination of
Employment for any reason, any portion of the Stock Option that is not vested as of such date, in accordance with
the foregoing provisions of this Paragraph 2, shall cease vesting and terminate immediately.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>3. Method of Exercise of the Stock Option.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The portion of the Stock Option as to which the Employee is vested shall be exercisable by delivery to
the Secretary of the Company of a written notice stating the number of whole shares to be purchased pursuant to
this Agreement and the date on which the Employee wants to exercise the Stock Option and accompanied by payment
of the full purchase price of the shares of Common Stock to be purchased.</P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The exercise price of the Stock Option shall be paid in cash, by wire transfer, or by certified check or
bank draft payable to the order of the Company, by exchange of shares of unrestricted Common Stock of the Company
already owned by the Employee (that have been purchased on the open market by the Employee or held for six months
prior to exercise) and having an aggregate Fair Market Value equal to the aggregate purchase price, or by any
other procedure approved by the Committee, or by a combination of the foregoing.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>4. Terminations of Employment.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) If the Employee incurs a Termination of Employment due to Disability, the Stock Option, to the extent
outstanding at the time of such termination of employment, shall become immediately vested and fully exercisable
and may be exercised by the Employee at any time prior to the first to occur of (i) one year after such
termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If the Employee incurs a Termination of Employment due to death, the Stock Option, to the extent
outstanding at the time of such termination of employment, shall become immediately vested and fully exercisable
and may be exercised by the Employee's estate or by a person who acquired the right to exercise such Stock Option
by bequest or inheritance or otherwise by reason of the death of the Employee at any time prior to the first to
occur of (i) one year after such termination of employment or (ii) the expiration date of the Stock Option, and
shall thereafter expire.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) If the Employee incurs a Termination of Employment due to Retirement, the Stock Option, to the extent
outstanding at the time of such termination of employment, shall become immediately vested and fully exercisable
and may be exercised by the Employee at any time prior to the first to occur of (i) three years after such
termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) If the Employee incurs a Termination of Employment due to a termination of employment by the Company
without Cause, the portion of the Stock Option, if any, which is exercisable at the time of such termination of
employment may be exercised at any time prior to the first to occur of (i) 90 days after such termination of
employment or (ii) the expiration date of the Stock Option, and shall thereafter expire. Any portion of the
Stock Option which is not exercisable at the time of such termination of employment shall expire as of such
termination of employment.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) If the Employee incurs a Termination of Employment due to a voluntary termination of employment by the
Employee, the portion of the Stock Option, if any, which is exercisable at the time of such termination of
employment may be exercised at any time prior to the first to occur of (i) 30 days after such termination of
employment or (ii) the expiration date of the Stock Option, and shall thereafter expire. Any portion of the
Stock Option which is not exercisable at the time of such termination of employment shall expire as of such
termination of employment.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) If the Employee incurs a Termination of Employement due to a termination of employment by the Company
for Cause, the entire Stock Option shall immediately expire as of such termination of employment.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>5. Nontransferability of the Stock Option.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Stock Option is non-transferable by the Employee other than (a) by will or the laws of
descent and distribution or (b) pursuant to a qualified domestic relations order. The Stock Option may be
exercised, during the lifetime of the Employee, only by the Employee or by the Employee's guardian or legal
representative or any permitted transferee described above.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>6. Rights as a Stockholder.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Employee or a transferee of the Stock Option shall have no rights as a stockholder with
respect to any shares covered by such Stock Option until the Employee or transferee has given written notice of
exercise, has paid in full for such shares and, if requested by the Company, has given the representation
described in Section 13(a) of the Plan. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions of other rights for which the record date is
prior to the date the events set forth above in this Section 6 have occurred.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>7. Adjustment in the Event of Change in Stock.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of any change in corporate capitalization (including, but not limited to, a change
in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as
any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the
Company, any reorganization (whether or not such reorganization comes within the definition of such term in
Section 368 of the Code), or any partial or complete liquidation of the Company, the number and kind of shares
subject to the Stock Option and/or the exercise price per share may be adjusted by the Board or Committee as the
Board or Committee may determine to be appropriate in its sole discretion; provided, however, that the number of
shares subject to the Stock Option shall always be a whole number. The determination of the Board or Committee
regarding any adjustment will be final and conclusive.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>8. Payment of Transfer Taxes, Fees and Other Expenses.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be
imposed on the issuance of shares acquired pursuant to exercise of the Stock Option, together with any and all
other fees and expenses necessarily incurred by the Company in connection therewith.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>9. Other Restrictions on Exercisability.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The exercise of the Stock Option and the delivery of share certificates upon such exercise
shall be subject to the requirement that, if at any time the Committee shall determine that (a) the listing,
registration or qualification of the shares of Common Stock subject or related thereto upon any securities
exchange or under any state or federal law or (b) the consent or approval of any government regulatory body is
necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of
shares pursuant thereto, then in any such event, such exercise shall not be effective unless such listing,
registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>10. Taxes and Withholdings.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No later than the date of exercise of the Stock Option granted hereunder, the Employee shall
pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or
local taxes of any kind required by law to be withheld upon the exercise of such Stock Option and the Company
shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind
otherwise due to the Employee, federal, state and local taxes of any kind required by law to be withheld upon the
exercise of such Stock Option.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>11. Confidential Information; Noncompetition; Nonsolicitation.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Employee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its Affiliates and their respective businesses
that Employee obtains during Employee's employment by the Company or any of its Affiliates and that is not public
knowledge (other than as a result of the Employee's violation of this Paragraph 11(a)) ("Confidential
Information"). Employee shall not communicate, divulge or disseminate Confidential Information at any time during
or after Employee's employment with the Company, except with the prior written consent of the Company or as
otherwise required by law or legal process. All computer software, business cards, telephone lists, customer
lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the
Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the
Company's possession or premises or made use of other than in pursuit of the Company's business or as may
otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee
shall deliver to the Company, without further demands, all such items and any copies thereof which are then in
his or her possession or under his or her control.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) For a two year period beginning on the Termination of Employment date, Employee will not, except upon
prior written permission signed by the President or an Executive Vice President of the Company, consult with or
advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any of the
companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common
control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the
foregoing, Employee may make and retain investments in not more than three percent of the equity of any such
company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter
market. This noncompetion provision supercedes any prior noncompetition agreements between Employee and the
Company or its Affiliates.</P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) For a two year period beginning on the Termination of Employment date, Employee will not, directly or
indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its
Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee)
employed by the Company or any of its Affiliates, nor will Employee, directly or indirectly, solicit for
employment on behalf of any organization other than the Company or one of its Affiliates any person known by
Employee (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliates.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) In the event of a breach of Employee's covenants under this Paragraph 11, it is understood and agreed
that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The
Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph
11(a), (b) and (c) of this Agreement relate to special, unique and extraordinary matters and that a violation of
any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which
adequate remedies are not available at law. Therefore, Employee agrees that the Company shall be entitled to an
injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of
competent jurisdiction may deem necessary or appropriate to restrain Employee from committing any violation of
such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other
rights and remedies that the Company may have. The Company and Employee hereby irrevocably submit to the
exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each
case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d) and the
interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement
relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph
11(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any
suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with
respect to any request or application for such injunctive relief shall be heard and determined exclusively in
such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the
subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each
hereby waives any and all objections and defenses based on forum, venue or personal or subject matter
jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought
before such a court in accordance with the provisions of this Paragraph 11(d).</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>12. Notices.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All notices and other communications under this Agreement shall be in writing and shall be
given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to the Employee:</P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to the Company:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Joy Global Inc</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;100 East Wisconsin Avenue
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Suite 2780</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Milwaukee, WI 53202</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attention: Corporate Secretary</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;or to such other address or facsimile number as any party shall have furnished to the other in writing in
accordance with this Paragraph 12. Notice and communications shall be effective when actually received by the
addressee.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>13. Effect of Agreement.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to
the benefit of any successor or successors of the Company, and to any transferee or successor of the Employee
pursuant to Paragraph 5.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>14. Laws Applicable to Construction.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The interpretation, performance and enforcement of this Agreement shall be governed by the laws
of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in
and performed wholly within the State of Delaware.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>15. Severability.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The invalidity or enforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>16. Conflicts and Interpretation.</u></P>


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

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>17. Headings.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The headings of paragraphs herein are included solely for convenience of reference and shall
not affect the meaning or interpretation of any of the provisions of this Agreement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>18. Amendment.</u></P>


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

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>19. Counterparts.</u></P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be executed in counterparts, which together shall constitute one and the
same original.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement
to be executed on its behalf by a duly authorized officer and the Employee has hereunto set the Employee's hand.</P>
<table>
<tr><td width=60%></td><td align=left>JOY GLOBAL INC.</td></tr>
<tr><td></td></tr><tr><td></td></tr><tr><td></td></tr><tr><td></td></tr>


<tr><td width=60%></td><td align=left>By____________________</td></tr>
</table>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
