PERFORMANCE UNIT AGREEMENT

     THIS AGREEMENT, entered into as of November 18, 2002 (the Agreement Date), by and between __________________ (the Participant) and Joy Global Inc. (the Company);

WITNESSETH THAT:

     WHEREAS, the Company maintains the Joy Global Inc. 2001 Stock Incentive Plan (the Plan), which is incorporated into and forms a part of this Agreement. Terms used in this Agreement that are defined in the Plan and not otherwise defined in this Agreement have the meanings given them in the Plan. The Participant has been selected by the Committee to receive an award of Performance Units under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

1.     Terms of Award.   The following terms used in this Agreement shall have the following meanings:

      a.     The Target Number of Performance Units is _________.

     b.     The Performance Units Earned shall be the number of Performance Units earned by the Participant determined in accordance with the provisions of Exhibit 1, which is attached to and forms a part of this Agreement.

     c.     The Award Cycle is the period beginning on November 3, 2002 and ending on October 29, 2005.

2.     Award.   Subject to the terms of this Agreement and the Plan, the Participant is hereby granted the Target Number of Performance Units set forth in paragraph 1. The award shall be a Qualified Performance-Based Award.

3.     Payment of Awards.   The Company shall distribute to the Participant one share of Common Stock (or cash equal to the Fair Market Value of one share of Common Stock) for each Performance Unit Earned. Subject to paragraph 7, Performance Units Earned shall be paid solely in shares of Common Stock, solely in cash based on the Fair Market Value of the Common Stock, or in a combination of the two, as determined by the Committee in its sole discretion, except that cash shall be distributed in lieu of any fractional share of Common Stock.

Non-Employee Director Restricted Stock Unit Award Agreement

        THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (the Agreement), dated as of May 8, 2003, is between Joy Global Inc., a Delaware corporation (the Company) and _________ (the Grantee). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and Grantee agree as follows:

        Subject to the provisions of this Agreement and the provisions of the Joy Global Inc. 2003 Stock Incentive Plan (the Plan), the Company hereby grants to the Grantee the number of restricted stock units shown above (the Restricted Stock Units) as of February 25, 2003 (the Grant Date). Each Restricted Stock Unit constitutes an other stock-based award under Section 8 of the Plan with respect to one share of Common Stock. Capitalized terms used and not defined in this Agreement have the meanings given to them in the Plan.

    1.        Vesting. Subject to the provisions of Section 5(a) of this Agreement, the Restricted Stock Units will become non-forfeitable on the one-year anniversary of the Grant Date.

    2.        Restriction Period. The Restriction Period is the time between the Grant Date and the one-year anniversary of the date on which the Grantees service on the Board terminates.

                          PLAN AND AGREEMENT OF MERGER

         THIS PLAN AND AGREEMENT OF MERGER (hereinafter referred to as this
"Agreement") dated as of January 5, 2001 is made and entered into by and between
INCUBATE THIS! INC., a Colorado corporation ("INCUBATE COLORADO") and INCUBATE
THIS! INC., a Delaware corporation ("INCUBATE DELAWARE").

                              W-I-T-N-E-S-S-E-T-H:

         WHEREAS, INCUBATE COLORADO is a corporation organized and existing
under the laws of the State of Colorado, having been incorporated on December 8, . . .

JOY GLOBAL INC.
2003 Stock Incentive Plan
Non-Employee Director Restricted Stock Unit Award Agreement

Grantee:

Grant Date:                     February 25, 2003

Number Of Restricted
Stock Units:                    5, . . .

EXHIBIT 10(c)

JOY GLOBAL INC.
2003 Stock Incentive Plan
Non-Employee Director Restricted Stock Unit Award Agreement

Grantee:

Grant Date:                     February 24, 2004

Number Of Restricted
Stock Units:                     2,159

        THIS  . . .

PERFORMANCE UNIT AGREEMENT

        THIS AGREEMENT, entered into as of January 21, 2004 (the �Agreement Date�), by and between _________________ (the �Participant�) and Joy Global Inc. (the �Company�);

WITNESSETH THAT:

        WHEREAS, the Company maintains the Joy Global Inc. 2003 Stock Incentive Plan (the �Plan�), which is incorporated into and forms a part of this Agreement. Capitalized terms used and not otherwise defined in this Agreement have the meanings given to them in the Plan. The Participant has been selected by  . . .

JOY GLOBAL INC.
2003 Stock Incentive Plan
Restricted Stock Unit Award Agreement

Employee:

Grant Date:                     January 21, 2004

Number Of Restricted
Stock Units:

        THIS RESTRICTED STOCK UNIT AGREEMENT (the �Agreement�), dated as of January 21, 2004, is between Joy Global Inc., a Delaware corporation (the �Company�) and ________ (the �Employee�). In consideration of the mutual promises and covenants made in this Agreement and the mutual  . . .

Non-Employee Director Restricted Stock Unit Award Agreement

        THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (the ?Agreement?), dated as of May 8, 2003, is between Joy Global Inc., a Delaware corporation (the ?Company?) and _________ (the ?Grantee?). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and Grantee agree as follows:

        Subject to the provisions of this Agreement and the provisions of the Joy Global Inc. 2003 Stock Incentive Plan (the ?Plan?), the Company hereby grants to the Grantee the number of restricted stock units shown above (the ?Restricted Stock Units?) as of February 25, 2003 (the ?Grant Date?). Each Restricted Stock Unit constitutes an ?other stock-based award? under Section 8 of the Plan with respect to one share of Common Stock. Capitalized terms used and not defined in this Agreement have the meanings given to them in the Plan.

    1.        Vesting. Subject to the provisions of Section 5(a) of this Agreement, the Restricted Stock Units will become non-forfeitable on the one-year anniversary of the Grant Date.

    2.        Restriction Period. The Restriction Period is the time between the Grant Date and the one-year anniversary of the date on which the Grantee?s service on the Board terminates.

    3.        Rights as Shareholder. The Grantee shall not be entitled to any privileges of ownership of shares of Common Stock with respect to these Restricted Stock Units unless and until shares of Common Stock are actually delivered to the Grantee pursuant to this Agreement.

    4.        Dividends. The Grantee will be credited with additional Restricted Stock Units having a value equal to any regular quarterly dividends with record dates that occur during the Restriction Period for each Restricted Stock Unit that would have been paid with respect to such Restricted Stock Unit if it had been an actual share of Common Stock, based on the Fair Market Value of a share of Common Stock on the applicable dividend payment date. Such additional Restricted Stock Units shall also be credited with additional Restricted Stock Units as dividends are declared, and shall be subject to the same restrictions and conditions as the Restricted Stock Units with respect to which they were credited.

    5.        Forfeiture and Settlement of Units.

PERFORMANCE UNIT AGREEMENT

     THIS AGREEMENT, entered into as of November 18, 2002 (the �Agreement Date�), by and between __________________ (the �Participant�) and Joy Global Inc. (the �Company�);

WITNESSETH THAT:

     WHEREAS, the Company maintains the Joy Global Inc. 2001 Stock Incentive Plan (the �Plan�), which is incorporated into and forms a part of this Agreement. Terms used in this Agreement that are defined in the Plan and not otherwise defined in this Agreement have the meanings given them in the Plan. The Participant has been selected by the  . . .

     PERFORMANCE UNIT AGREEMENT

     THIS AGREEMENT, entered into as of August 27, 2001 (the "Agreement Date"), by and between __________________ (the "Participant") and Joy Global Inc. (the "Company");

     WITNESSETH THAT:

     WHEREAS, the Company maintains the Joy Global Inc. 2001 Stock Incentive Plan (the "Plan"), which is incorporated into and forms a part of this Agreement. Terms used in this Agreement that are defined in the Plan and not otherwise defined in this Agreement have the meanings given them  . . .

THE MANITOWOC COMPANY, INC.

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this �Agreement�), dated the            day of            , 20     (the �Grant Date�), is granted by THE MANITOWOC COMPANY, INC. (the �Company�) to [Name of Employee], an employee of the Company (�Employee�) pursuant to the Company�s 2003 Incentive Stock and Awards Plan (the �Plan�).

WHEREAS, the Company believes it to be in the best  . . .

                                     FORM OF
             TOTAL SHAREHOLDER RETURN INCENTIVE COMPENSATION PROGRAM


                                 AWARD AGREEMENT

Allegheny Technologies Incorporated (the "COMPANY") and the award recipient
named below ("PARTICIPANT") enter into this Total Shareholder Return Incentive
Compensation Program Agreement effective as of March 23, 2001.

Participant:                      [full name]
                                  PARTICIPANT TO COMPLETE THE FOLLOWING CHART
                                  (Please print)

Street Address

------ . . .

<DESCRIPTION>EXHIBIT 10.1 - R. DEFEO AGREEMENT 7/1/05
<TEXT>

                      EMPLOYMENT AND COMPENSATION AGREEMENT

     THIS EMPLOYMENT AND  COMPENSATION  AGREEMENT (this  "Agreement"),  made and
entered  into  as of  July  1,  2005,  between  Terex  Corporation,  a  Delaware
corporation,  with its principal office located at 500 Post Road East, Westport,
CT  06880  (together  with its  successors  and  assigns  permitted  under  this
Agreement,  "Terex"),  and  Ronald  M.  DeFeo  ("DeFeo"),  whose  address  is 45
Beachside Avenue, Westport, CT  . . .

Exhibit 10(d)

RESTRICTED STOCK UNIT AWARD AGREEMENT

        THIS AGREEMENT is entered into as of November 15, 2004, between Joy Global Inc. (the “Company”) and [_______________](the “Employee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to  . . .

RESTRICTED STOCK UNIT AWARD AGREEMENT

        THIS AGREEMENT is entered into as of November 14, 2005, between Joy Global Inc. (the �Company�) and [ ] (the �Employee�). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and the Employee agree as follows:

        Subject to the provisions of this Agreement and the provisions of the Joy Global Inc. 2003 Stock Incentive Plan (as amended from time to time, the �Plan�),  . . .

GEHL COMPANY
2004 EQUITY INCENTIVE PLAN AS AMENDED

RESTRICTED STOCK AWARD AGREEMENT

        THIS AGREEMENT, made and entered into as of this ____ day of ___________, _____, by and between GEHL COMPANY, a Wisconsin corporation (the �Company�), and _________________ (the �Participating Key Employee�).

W I T N E S S E T H :

        WHEREAS, the Company has adopted the Gehl Company 2004 Equity Incentive Plan as Amended (the �Plan�), the terms of which, to the extent not stated herein, are specifically incorporated by reference in this Agreement;  . . .

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT is entered into as of May 1, 2006, between Joy Global Inc. (the �Company�) and Edward L. Doheny II (the �Employee�). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and the Employee agree as follows:

Subject to the provisions of this Agreement and the provisions of the Joy Global Inc. 2003 Stock Incentive Plan (as amended from time to time, the �Plan�), the Company hereby grants to the Employee 5,000 restricted stock units ( . . .