8-K

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

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported):	August 8, 2007

Bucyrus International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-50858	39-0188050
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

P.O. Box 500, 1100 Milwaukee Avenue, South Milwaukee, Wisconsin 53172

(Address of principal executive offices, including ZIP code)

(414) 768-4000

(Registrant’s telephone number, including area code)

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

        (e)    On August 8, 2007, Bucyrus International, Inc. (the “Company”) entered into an employment arrangement with William S. Tate in connection with the Company’s appointment of Mr. Tate as Executive Vice President, Global Markets and Strategic Support of the Company, which appointment took effect August 1, 2007. Pursuant to the terms of the employment arrangement, Mr. Tate’s compensation will generally consist of (i) a monthly base salary of $32,083, (ii) eligibility to participate in the Company’s management incentive plan, long-term incentive plan, supplemental executive retirement plan and deferred compensation plan, and (iii) certain other compensation and benefits generally available to all salaried employees of the Company.

                 Under his employment arrangement, Mr. Tate agreed to waive any right to demand payment under the termination, change-in-control and severance provisions contained in his employment agreement with DBT GmbH (“DBT”) and his change-in-control letter agreement with DBT America Inc. that may have been triggered by the termination of such agreements or the Company’s May 2007 acquisition of DBT. In consideration thereof, if Mr. Tate’s employment is terminated by the Company for any reason other than cause (as defined in the arrangement) at any time prior to Mr. Tate’s reaching age 65, or if Mr. Tate elects to terminate his employment at any time after August 8, 2009, Mr. Tate will be entitled to a severance payment equal to 12 months of his monthly base salary plus bonus at target then in effect payable on the normal payroll dates of the Company over such period. In addition, if Mr. Tate elects to terminate his employment or his employment is terminated by the Company without cause prior to Mr. Tate’s reaching age 65, then the Company will pay to Mr. Tate the cost of his COBRA coverage, or at his option, provide health coverage for he and his spouse at the Company’s expense for the period of time between the termination of his employment and the date on which he reaches age 65.

                 Also on August 8, 2007, the Company entered into an employment arrangement with Luis de Leon in connection with the Company’s appointment of Mr. de Leon as Chief Operating Officer of the Company’s DBT Operations, which appointment took effect August 1, 2007. Pursuant to the terms of the employment arrangement, Mr. de Leon’s compensation will generally consist of (i) a monthly base salary of $29,550, (ii) eligibility to participate in the Company’s management incentive plan, long-term incentive plan, supplemental executive retirement plan and deferred compensation plan, and (iii) certain other compensation and benefits generally available to all salaried employees of the Company.

                 Under his employment arrangement, Mr. de Leon agreed to waive any right to demand payment under the termination, change-in-control and severance provisions contained in his employment agreement with DBT and his change-in-control letter agreement with RAG Coal International AG that may have been triggered by the termination of such agreements or the Company’s May 2007 acquisition of DBT. In consideration thereof, if Mr. de Leon’s employment is terminated by the Company for any reason other than cause (as defined in the arrangement) at any time during the first two years of his employment, Mr. de Leon will be entitled to a severance payment equal to 12 months of his monthly base salary then in effect payable on the normal payroll dates of the Company over such period.

                 Simultaneously with their execution of their respective employment arrangements, Mr. Tate and Mr. de Leon each executed a Noncompetition, Confidentiality and Intellectual Property Agreement (collectively, the “Noncompetition Agreements”) in favor of the Company under which Mr. Tate and Mr. de Leon made certain commitments concerning confidentiality, noncompetition, nonsolicitation and disclosure and assignment of inventions, among other things.

                 The descriptions of the employment arrangements of Mr. Tate and Mr. de Leon and the Noncompetition Agreements set forth above are qualified by reference to the employment arrangements of Mr. Tate and Mr. de Leon and the Noncompetition Agreements filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4 and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibits are being filed herewith:

(10.1) Employment offer letter, dated August 8, 2007, from the Company to Mr. William S. Tate.

(10.2) Employment offer letter, dated August 8, 2007, from the Company to Mr. Luis de Leon.

(10.3) Noncompetition, Confidentiality and Intellectual Property Agreement of William S. Tate dated August 8, 2007.

(10.4) Noncompetition, Confidentiality and Intellectual Property Agreement of Luis de Leon dated August 8, 2007.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BUCYRUS INTERNATIONAL, INC.
Dated:  August 14, 2007	By:  /s/ Craig R. Mackus
	Name: Craig R. Mackus
	Title: Chief Financial Officer and Secretary

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BUCYRUS INTERNATIONAL, INC.
FORM 8-K
EXHIBIT INDEX

Exhibit
Number	Description

(10.1) Employment offer letter, dated August 8, 2007, from the Company to Mr. William S. Tate.

(10.2) Employment offer letter, dated August 8, 2007, from the Company to Mr. Luis de Leon.

(10.3) Noncompetition, Confidentiality and Intellectual Property Agreement of William S. Tate dated August 8, 2007.

(10.4) Noncompetition, Confidentiality and Intellectual Property Agreement of Luis de Leon dated August 8, 2007.

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EX-10.1

	Bucyrus International, Inc.
	P. O. Box 500 • 1100 Milwaukee Avenue
	South Milwaukee, Wisconsin, 53172-0500, USA
	(414)768-4883 • Fax: (414)768-5060

August 8, 2007

Mr. William S. Tate
464 Ironwood Drive
Canonsburg, PA 15317

Dear Bill:

I am delighted to extend to you a formal offer of employment with Bucyrus International, Inc. as Executive Vice President, Global Markets and Strategic Support. I am confident you will make a valuable contribution to the company and believe you will find the work challenging and fulfilling. You will be reporting directly to Tim Sullivan, President and Chief Executive Officer of Bucyrus International, Inc. The effective date for your employment is August 1, 2007.

With regard to your compensation and benefits, you are eligible for all of the benefits available to salaried employees of Bucyrus International, Inc. This includes health and dental insurance, short and long-term disability, vision care, 401(k) savings plan, cash balance pension plan and paid vacation and holidays. Specifically:

• Your monthly base salary will be approximately $32,083 USD, equivalent to $385,000 USD on an annual basis.

• For the remainder of 2007, you will continue to participate in your current DBT bonus plan structure, with a target bonus based on your new salary. In 2008, you will be eligible to participate in the Bucyrus International, Inc. Management Incentive Plan, subject to the determination of our Compensation Committee of the Board of Directors.

• In accordance with the approval by the Compensation Committee of the Board of Directors, you are eligible to participate in the 2007 Long Term Incentive Plan (the “LTIP”). The LTIP program is based on certain performance measures, consists of Restricted Stock and Stock Appreciation Rights (SARs), and is structured for additional grants to be made in the future, subject to approval by the Compensation Committee of the Board of Directors. The grant date and fair market value will be established in accordance with the plan. In addition, the Company will cooperate with you regarding your DBT SERP and DBT Deferred Compensation Plan by way of continuing contributions thereto until integration with the Company’s comparable plans or, to the extent lawful, distribution thereof.

• You will be eligible for medical, dental, disability, and vision benefit plans. In addition, you are eligible to participate in our matching 401(K) plan as of the date hereof and our cash balance pension plan. A summary of those benefits accompanies this offer. You will also be eligible to participate in the Bucyrus International, Inc. Supplemental Executive Retirement Plan (SERP) and Deferred Compensation Plan available to senior executives of Bucyrus International, Inc.

• Your primary work location will continue to be Houston, Pennsylvania.

• You will be eligible for Directors and Officers insurance coverage maintained by the Company.

• You will be eligible for six holidays plus the Friday after Thanksgiving and Christmas Holiday period per calendar year.

• You will be eligible for four (4) weeks of vacation per year, reduced for the remainder of 2007 based on any vacation days used to date this calendar year. Any additional vacation earned will be per Bucyrus policy.

As a condition to our offer of employment, you are asked to execute the enclosed noncompetition, confidentiality and intellectual property agreement. In addition, as a condition of our offer of employment, you agree that all prior agreements, plans and arrangements relating to your employment by DBT GmbH or its affiliates or Bucyrus International, Inc. are nullified and superceded hereby, including that certain employment agreement, dated January 8, 1999 as amended and restated December 31, 2003, between you and DBT GmbH under the authority of RAG Coal International AG, and that certain change-in-control letter agreement, dated November 30, 2006, between you and DBT America Inc., represented by DBT GmbH, represented by RAG Coal International AG (collectively, the “Prior Employment Agreements”). You acknowledge and agree that the termination of the Prior Employment Agreements and the termination of your employment with DBT America Inc. will not provide you with, and you hereby waive and fully release, any right to demand the payment of any termination, change-in-control, severance, health care and insurance, or other similar benefits pursuant to the provisions of the Prior Employment Agreements. In return, Bucyrus International, Inc. agrees that should your employment be terminated by the Company for any reason other than “Cause”, you will receive a severance payment in an amount equivalent to twelve (12) months of your annual base salary plus bonus at target in effect at the date of your termination payable on our normal payroll payment dates over such period and provided you continue to comply with your noncompetition, confidentiality and intellectual property agreement. If you initiate the termination of your employment at any time later than twenty-four (24) months from the date of this letter and provide the company a minimum of thirty (30) days prior notice, you will be entitled to the aforementioned severance payment. The Company’s obligation to pay the aforementioned severance payment will end when you reach age sixty-five (65). For purposes of this letter, “Cause” means you having: (i) violated the provisions of the attached noncompetition, confidentiality and intellectual property agreement or any similar agreement with Bucyrus International, Inc.; (ii) violated any other obligations or conditions of employment (such as failure to perform up to reasonable standards or the violation of Bucyrus International, Inc. policies) and failure to cure such breach within ten (10) calendar days after written demand by Bucyrus International, Inc., unless the Company in its discretion determines a longer period shall apply; (iii) become, in the sole opinion of Bucyrus International, Inc., as determined in good faith, addicted or dependent on intoxicants or drugs of any nature; (iv) committed any misdemeanor involving theft or deception or any felony; (v) engaged in dishonesty involving Bucyrus International, Inc.‘s business; or (vi) engaged in any other conduct, either within or outside the scope of employment, that, if known to the public or any person or entity having business dealings with Bucyrus International, Inc. (including any of its employees, customers or suppliers), could reflect unfavorably on Bucyrus International, Inc.‘s reputation or its ability to deal with any person or entity having business dealings with Bucyrus International, Inc.

In addition to the aforementioned severance payment, should the Company terminate your employment for any reason other than “Cause”, or should you initiate the termination of your employment at a date later than twenty-four (24) months from the date of this letter, you will continue to vest in any awards made to you under the Company’s long-term incentive program as if you had retired from the Company as provided for in the applicable plan.

Should either you or the Company terminate your employment prior to age sixty-five (65) for any reason other than for “Cause”, the Company agrees to enhance your severance payment by an amount equal to the cost of the then in effect monthly COBRA rates, for the active medical plan option in which you and your spouse are enrolled, multiplied by the number of months between the date of your termination and the beginning of the month in which you reach age sixty-five (65). In the alternative, in lieu of the aforementioned enhancement to your severance payment, from the time of your termination until age sixty-five (65), you may elect for you and your spouse to participate in a medical plan option(s) offered by the Company for active salaried employees. The Company will assume the full cost for this coverage, which will be equal to the COBRA rates for the medical plan in which you enroll, which are adjusted each calendar year until age sixty-five (65).

Bucyrus International, Inc. espouses the doctrine of employment “at-will”, which is specifically applicable to you and this employment offer. Therefore, your employment can be terminated by us at any time with or without Cause, subject only to the terms and conditions of this offer letter. Other than as set forth above, nothing in this letter should be construed as a guarantee of employment for any specific period or of any particular level of benefits or of your participation in any benefit plan of any level or type. Further, Bucyrus International, Inc. reserves the right to amend, modify, or terminate, in its sole discretion, all benefit and compensation plans in effect from time to time. You understand that you will be subject to all applicable Bucyrus International, Inc. policies and procedures including, but not limited to, its Worldwide Business Ethics and Conduct Policy, Foreign Corrupt Practices Act Compliance and its Non-Discrimination and Anti-Harassment Policy.

By accepting this offer and signing below, you also agree that the terms of your employment, this letter and the attached noncompetition, confidentiality and intellectual property agreement will be subject solely to the laws of the State of Wisconsin, United States of America and that no other laws of any other court or jurisdiction shall apply. Any dispute under this letter or with respect to your employment and any subsequent termination may only be resolved by binding arbitration in Milwaukee, Wisconsin, as described more completely in the attached noncompetition, confidentiality and intellectual property agreement.

We ask that you confirm your acceptance by signing and dating this offer letter in the area designated below and returning this letter to me at 1100 Milwaukee Ave, South Milwaukee, Wisconsin 53172. Your signature below confirms that you are subject to no contractual or other restriction or obligation that is inconsistent with your accepting this offer of employment and performing your duties, nor does it alter your “at-will” employment status. Please retain the additional copy of this offer letter for your reference.

Welcome to the Bucyrus International, Inc. family! We look forward to having you on our team.

Sincerely,

/s/ Barbara H. Stephens

Barbara H. Stephens
Senior Vice President, Human Resources

Signed: /s/ William S. Tate

Dated: August 8, 2007

EX-10.2

	Bucyrus International, Inc.
	P. O. Box 500 • 1100 Milwaukee Avenue
	South Milwaukee, Wisconsin, 53172-0500, USA
	(414)768-4883 • Fax: (414)768-5060

August 8, 2007

Mr. Luis deLeon
Bucyrus International, Inc.
1100 Milwaukee Avenue
South Milwaukee, WI 53172

Dear Luis:

I am delighted to extend to you a formal offer of employment with Bucyrus International, Inc. as Chief Operating Officer, DBT Operations. I am confident you will make a valuable contribution to the company and believe you will find the work challenging and fulfilling. You will be reporting directly to Tim Sullivan, President and Chief Executive Officer of Bucyrus International, Inc. The effective date for your transition to this role will be August 1, 2007.

With regard to your compensation and benefits, you are eligible for all of the benefits available to salaried employees of Bucyrus International, Inc. This includes health and dental insurance, short and long-term disability, vision care, 401(k) savings plan, cash balance pension plan and paid vacation and holidays. Specifically:

• Your monthly base salary will be approximately $29,550 USD, equivalent to $354,600 USD on an annual basis.

• For the remainder of 2007, you will continue to participate in your current DBT bonus plan structure, with a target bonus based on your new salary. In 2008, you will be eligible to participate in the Bucyrus International, Inc. Management Incentive Plan, subject to the determination of our Compensation Committee of the Board of Directors.

• In accordance with the approval by the Compensation Committee of the Board of Directors, you are eligible to participate in the 2007 Long Term Incentive Plan (the “LTIP”). The LTIP program is based on certain performance measures, consists of Restricted Stock and Stock Appreciation Rights (SARs), and is structured for additional grants to be made in the future, subject to approval by the Compensation Committee of the Board of Directors. The grant date and fair market value will be established in accordance with the plan.

• You will be eligible for medical, dental, and vision benefit plans. In addition, you are eligible to participate in our matching 401(K) plan and our cash balance pension plan. A summary of those benefits accompanies this offer. In addition, you will be eligible to participate in the Bucyrus International, Inc. Supplemental Executive Retirement Plan (SERP) and Deferred Compensation Plan available to senior executives of Bucyrus International, Inc.

• You will be eligible for the Company’s relocation policy, Relocation of Salaried Employees (102.20), a copy of which is enclosed. In addition to the standard relocation policy, because you are relocating from a foreign country, you will be eligible for certain enhanced relocation benefits that are detailed as an attachment to that policy.

• You will be eligible for six holidays plus the Friday after Thanksgiving and Christmas Holiday period per calendar year.

• You will be eligible for four (4) weeks of vacation per year, prorated for the remainder of 2007 based on your start date. Any additional vacation earned will be per Bucyrus policy.

As a condition to our offer of employment, you are asked to execute the enclosed noncompetition, confidentiality and intellectual property agreement. In addition, as a condition of our offer of employment, you agree that all prior agreements, plans and arrangements relating to your employment by DBT GmbH or its affiliates or Bucyrus International, Inc. are nullified and superceded hereby, including that certain employment agreement, dated April 13, 2004 and amended December 22, 2005, between you and DBT GmbH under the authority of RAG Coal International AG, and that certain change-in-control letter agreement, dated August 9, 2006, between you and RAG Coal International AG (collectively, the “Prior Employment Agreements”). You acknowledge and agree that the termination of the Prior Employment Agreements and the termination of your employment with DBT GmbH will not provide you with, and you hereby waive and fully release, any right to demand the payment of any termination, change-in-control, severance or other similar benefits pursuant to the provisions of the Prior Employment Agreements. In return, Bucyrus International, Inc. agrees that should your employment be terminated by the Company for any reason other than “Cause” during your first two years of employment (but not thereafter), you will receive an amount equivalent to twelve (12) months of your annual base salary in effect at the date of your termination payable on our normal payroll payment dates over such period and provided you continue to comply with your noncompetition, confidentiality and intellectual property agreement. For purposes of this letter, “Cause” means you having: (i) violated the provisions of the attached noncompetition, confidentiality and intellectual property agreement or any similar agreement with Bucyrus International, Inc.; (ii) violated any other obligations or conditions of employment (such as failure to perform up to reasonable standards or the violation of Bucyrus International, Inc. policies) and failure to cure such breach within ten (10) calendar days after written demand by Bucyrus International, Inc., unless the Company in its discretion determines a longer period shall apply; (iii) become, in the sole opinion of Bucyrus International, Inc., as determined in good faith, addicted or dependent on intoxicants or drugs of any nature; (iv) committed any misdemeanor involving theft or deception or any felony; (v) engaged in dishonesty involving Bucyrus International, Inc.‘s business; or (vi) engaged in any other conduct, either within or outside the scope of employment, that, if known to the public or any person or entity having business dealings with Bucyrus International, Inc. (including any of its employees, customers or suppliers), could reflect unfavorably on Bucyrus International, Inc.‘s reputation or its ability to deal with any person or entity having business dealings with Bucyrus International, Inc.

Bucyrus International, Inc. espouses the doctrine of employment “at-will”, which is specifically applicable to you and this employment offer. Therefore, your employment can be terminated by us at any time with or without Cause, subject only to the above paragraph. Other than as set forth above, nothing in this letter should be construed as a guarantee of employment for any specific period or of any particular level of benefits or of your participation in any benefit plan of any level or type. Further, Bucyrus International, Inc. reserves the right to amend, modify, or terminate, in its sole discretion, all benefit and compensation plans in effect from time to time. You understand that you will be subject to all applicable Bucyrus International, Inc. policies and procedures including, but not limited to, its Worldwide Business Ethics and Conduct Policy, Foreign Corrupt Practices Act Compliance and its Non-Discrimination and Anti-Harassment Policy.

By accepting this offer and signing below, you also agree that the terms of your employment, this letter and the attached noncompetition, confidentiality and intellectual property agreement will be subject solely to the laws of the State of Wisconsin, United States of America and that no other laws of any other court or jurisdiction shall apply. Any dispute under this letter or with respect to your employment and any subsequent termination may only be resolved by binding arbitration in Milwaukee, Wisconsin, as described more completely in the attached noncompetition, confidentiality and intellectual property agreement.

We ask that you confirm your acceptance by signing and dating this offer letter in the area designated below and returning this letter to me at 1100 Milwaukee Ave, South Milwaukee, Wisconsin 53172. Your signature below confirms that you are subject to no contractual or other restriction or obligation that is inconsistent with your accepting this offer of employment and performing your duties, nor does it alter your “at-will” employment status. Please retain the additional copy of this offer letter for your reference.

Welcome to the Bucyrus International, Inc. family! We look forward to having you on our team.

Sincerely,

/s/ Barbara H. Stephens

Barbara H. Stephens
Senior Vice President, Human Resources

Signed: /s/ Luis de Leon

Dated: August 8, 2007

EX-10.3

NONCOMPETITION, CONFIDENTIALITY AND
INTELLECTUAL PROPERTY AGREEMENT

        In consideration of my employment with Bucyrus International, Inc., a Delaware corporation, or any of its subsidiaries, affiliates or divisions and its successors and assigns (the “Company”), and in further consideration of the compensation to be paid to me by the Company, I agree to the following terms and conditions:

1.     Nondisclosure of Confidential Information. During my employment with the Company, I have obtained or will obtain information or access to information regarding the Company. Such information may include, but is not limited to, customer lists, customer purchasing histories and plans, costs, budgets, acquisition strategies, policies, procedures, methods of operation, pricing, marketing plans, financial information, vendor sources, vendor identities and capabilities, manufacturing processes, research, field performance reports, machine and component histories, repair and failure frequencies and occurrences, engineering data, designs and drawings, design standards, contemplated or new product developments, computer software and programs, trade secrets, and other data, as well as information which the Company receives from a third party and holds in confidence (collectively, “Confidential Information”). Confidential Information may be oral or written and may reside in works which I have originated or will originate, as well as that which otherwise has come or will come into my possession or knowledge.

        I agree that I will treat all matters relating to the business and activities of the Company as confidential and I will not at any time during or following my employment with the Company, directly or indirectly, disclose to any person or entity, or use, any Confidential Information except in the normal course of my duties as an employee of the Company or as otherwise required by law or legal process.

        This prohibition does not apply to Confidential Information after it has become generally known (other than as a result of my violation of this Section 1). This prohibition also does not prohibit my use of my general skills and knowledge acquired during and prior to my employment by the Company, as long as such use does not involve the use or disclosure of Confidential Information.

2.     Noncompetition. While employed and for an eighteen (18) month period beginning on the effective date of the termination of my employment with the Company (the “Date of Termination”), I will not, except upon prior written permission signed by an authorized officer of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any company in competition with the Company or any of its affiliates or with any corporation or entity controlled by, controlling or under common control with any such company. Notwithstanding the foregoing, I 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.

3.     Nonsolicitation. While employed and for a two-year (2) period beginning on the Date of Termination, I 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 employed by the Company or any of its affiliates, nor will I, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its affiliates or be involved in any way in the hiring process of any person known by me (after reasonable inquiry) to be employed at the time by the Company or any of its affiliates.

4.     Ownership of Materials and Return. All books, records, papers, notes, catalogs, compilations of information, drawings, correspondence, recordings, information stored for use in or with computers, tools, equipment, and other items and materials, including copies thereof, that I have developed or will develop or which have come or will come into my possession or control during my employment by the Company and which relate to the business of the Company are the property of the Company. I will promptly deliver all such materials and items to the Company upon termination of my employment, or at any time the Company may so request.

5.     Inventions. All inventions, discoveries, improvements, or ideas (collectively, “Inventions”) made, developed or conceived by me, individually or jointly with others, during my employment with the Company and which relate to the Company’s present or future business shall be the property of the Company. Without further compensation, I will promptly disclose such Inventions to the Company and execute any patent applications, assignments, and other instruments deemed necessary by the Company, that relate thereto. The Company shall have exclusive control of all such Inventions and I will cooperate fully, even after the termination of my employment, in a lawful manner and at the expense of the Company, in the prosecution of patent applications and in any legal actions and proceedings concerning such Inventions.

6.     Creations. I hereby assign, convey, and transfer to the Company, any and all manuscripts, writings, pictorial materials, computer programs or software, and other creations (collectively, “Creations”) created by me, either individually or jointly with others, during his employment with the Company and which relate to the present or future business of the Company. All such Creations shall be “work made for hire.” The Company shall have the full right to seek and procure copyright registration on the Creations, and I will cooperate fully, even after the termination of my employment, in a lawful manner and at the expense of the Company, in securing copyrights and in any legal actions and proceedings concerning the Creations.

7.     Post-Termination Rights. Without diminishing the rights granted to the Company above, if within one (1) year after leaving the employ of the Company, an Invention related to existing or potential products or business for the Company is described in a patent application or is disclosed to third parties by me or if a Creation is published or is disclosed to third parties by me, there shall be a presumption that the Invention or the Creation was conceived, made, developed, acquired, or created by me during my employment with the Company and the Invention or Creation shall belong to the Company.

8.     Remedies. Irreparable damage will result to the Company in the event of the breach by me of this Agreement. In the event of a breach or threatened breach by me, the Company shall be entitled to all remedies, including money damages, as well as injunctive relief and such other equitable relief to prevent or restrain any breach or threatened breach of this Agreement. Each remedy of the Company shall be cumulative and not in limitation of any injunctive relief or other rights or remedies which the Company is or may be entitled at law or in equity. The Company shall be entitled to its attorneys’ fees, expert witness fees, and other expenses and costs it incurs in enforcing this Agreement or pursuing damages for my breach of this Agreement.

9.     No Employment Agreement. The employment relationship between the Company and me is one of my employment-at-will and no rights to employment for a definite period of time are created by this Agreement. I acknowledge this Agreement survives the termination of my employment with the Company.

10.     Severability. The provisions of this Agreement are severable. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remaining provisions in such jurisdiction or the validity or enforceability of such provision in any other jurisdiction.

11.     Governing Law. This Agreement shall be construed and enforced solely in accordance with the laws of the State of Wisconsin, United States of America, regardless of where I am employed by the Company or where I reside. I specifically agree that no laws of any other country, state or jurisdiction shall apply.

12.     Arbitration. I agree that any dispute, disagreement or action to enforce this Agreement shall take place solely by binding arbitration under the commercial arbitration rules of the American Arbitration Association in Milwaukee, Wisconsin, and that the costs and expenses of such arbitration and incurred by the prevailing party shall be borne by the non-prevailing party in such arbitration. I agree that no other court or authority shall have jurisdiction to resolve disputes under this Agreement.

13.     Assignability. This Agreement and the rights and obligations of the Company hereunder may be assigned by the Company. No rights or obligations of mine under this Agreement may be assigned or transferred by me.

        I acknowledge that I enter into this Agreement voluntarily and for the valuable consideration described above, and that I have this day received a copy of this Agreement.

Employee’s Signature: /s/ William S. Tate Date: August 8, 2007

EX-10.4

NONCOMPETITION, CONFIDENTIALITY AND
INTELLECTUAL PROPERTY AGREEMENT

        In consideration of my employment with Bucyrus International, Inc., a Delaware corporation, or any of its subsidiaries, affiliates or divisions and its successors and assigns (the “Company”), and in further consideration of the compensation to be paid to me by the Company, I agree to the following terms and conditions:

1.     Nondisclosure of Confidential Information. During my employment with the Company, I have obtained or will obtain information or access to information regarding the Company. Such information may include, but is not limited to, customer lists, customer purchasing histories and plans, costs, budgets, acquisition strategies, policies, procedures, methods of operation, pricing, marketing plans, financial information, vendor sources, vendor identities and capabilities, manufacturing processes, research, field performance reports, machine and component histories, repair and failure frequencies and occurrences, engineering data, designs and drawings, design standards, contemplated or new product developments, computer software and programs, trade secrets, and other data, as well as information which the Company receives from a third party and holds in confidence (collectively, “Confidential Information”). Confidential Information may be oral or written and may reside in works which I have originated or will originate, as well as that which otherwise has come or will come into my possession or knowledge.

        I agree that I will treat all matters relating to the business and activities of the Company as confidential and I will not at any time during or following my employment with the Company, directly or indirectly, disclose to any person or entity, or use, any Confidential Information except in the normal course of my duties as an employee of the Company or as otherwise required by law or legal process.

        This prohibition does not apply to Confidential Information after it has become generally known (other than as a result of my violation of this Section 1). This prohibition also does not prohibit my use of my general skills and knowledge acquired during and prior to my employment by the Company, as long as such use does not involve the use or disclosure of Confidential Information.

2.     Noncompetition. While employed and for an eighteen (18) month period beginning on the effective date of the termination of my employment with the Company (the “Date of Termination”), I will not, except upon prior written permission signed by an authorized officer of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any company in competition with the Company or any of its affiliates or with any corporation or entity controlled by, controlling or under common control with any such company. Notwithstanding the foregoing, I 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.

3.     Nonsolicitation. While employed and for a two-year (2) period beginning on the Date of Termination, I 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 employed by the Company or any of its affiliates, nor will I, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its affiliates or be involved in any way in the hiring process of any person known by me (after reasonable inquiry) to be employed at the time by the Company or any of its affiliates.

4.     Ownership of Materials and Return. All books, records, papers, notes, catalogs, compilations of information, drawings, correspondence, recordings, information stored for use in or with computers, tools, equipment, and other items and materials, including copies thereof, that I have developed or will develop or which have come or will come into my possession or control during my employment by the Company and which relate to the business of the Company are the property of the Company. I will promptly deliver all such materials and items to the Company upon termination of my employment, or at any time the Company may so request.

5.     Inventions. All inventions, discoveries, improvements, or ideas (collectively, “Inventions”) made, developed or conceived by me, individually or jointly with others, during my employment with the Company and which relate to the Company’s present or future business shall be the property of the Company. Without further compensation, I will promptly disclose such Inventions to the Company and execute any patent applications, assignments, and other instruments deemed necessary by the Company, that relate thereto. The Company shall have exclusive control of all such Inventions and I will cooperate fully, even after the termination of my employment, in a lawful manner and at the expense of the Company, in the prosecution of patent applications and in any legal actions and proceedings concerning such Inventions.

6.     Creations. I hereby assign, convey, and transfer to the Company, any and all manuscripts, writings, pictorial materials, computer programs or software, and other creations (collectively, “Creations”) created by me, either individually or jointly with others, during his employment with the Company and which relate to the present or future business of the Company. All such Creations shall be “work made for hire.” The Company shall have the full right to seek and procure copyright registration on the Creations, and I will cooperate fully, even after the termination of my employment, in a lawful manner and at the expense of the Company, in securing copyrights and in any legal actions and proceedings concerning the Creations.

7.     Post-Termination Rights. Without diminishing the rights granted to the Company above, if within one (1) year after leaving the employ of the Company, an Invention related to existing or potential products or business for the Company is described in a patent application or is disclosed to third parties by me or if a Creation is published or is disclosed to third parties by me, there shall be a presumption that the Invention or the Creation was conceived, made, developed, acquired, or created by me during my employment with the Company and the Invention or Creation shall belong to the Company.

8.     Remedies. Irreparable damage will result to the Company in the event of the breach by me of this Agreement. In the event of a breach or threatened breach by me, the Company shall be entitled to all remedies, including money damages, as well as injunctive relief and such other equitable relief to prevent or restrain any breach or threatened breach of this Agreement. Each remedy of the Company shall be cumulative and not in limitation of any injunctive relief or other rights or remedies which the Company is or may be entitled at law or in equity. The Company shall be entitled to its attorneys’ fees, expert witness fees, and other expenses and costs it incurs in enforcing this Agreement or pursuing damages for my breach of this Agreement.

9.     No Employment Agreement. The employment relationship between the Company and me is one of my employment-at-will and no rights to employment for a definite period of time are created by this Agreement. I acknowledge this Agreement survives the termination of my employment with the Company.

10.     Severability. The provisions of this Agreement are severable. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remaining provisions in such jurisdiction or the validity or enforceability of such provision in any other jurisdiction.

11.     Governing Law. This Agreement shall be construed and enforced solely in accordance with the laws of the State of Wisconsin, United States of America, regardless of where I am employed by the Company or where I reside. I specifically agree that no laws of any other country, state or jurisdiction shall apply.

12.     Arbitration. I agree that any dispute, disagreement or action to enforce this Agreement shall take place solely by binding arbitration under the commercial arbitration rules of the American Arbitration Association in Milwaukee, Wisconsin, and that the costs and expenses of such arbitration and incurred by the prevailing party shall be borne by the non-prevailing party in such arbitration. I agree that no other court or authority shall have jurisdiction to resolve disputes under this Agreement.

13.     Assignability. This Agreement and the rights and obligations of the Company hereunder may be assigned by the Company. No rights or obligations of mine under this Agreement may be assigned or transferred by me.

        I acknowledge that I enter into this Agreement voluntarily and for the valuable consideration described above, and that I have this day received a copy of this Agreement.

Employee’s Signature: /s/ Luis de Leon Date: August 8, 2007