Exhibit
10.1


Sauer-Danfoss Inc. 2006 Omnibus
Incentive Plan

Restricted Stock Award Agreement


You have been selected to
be a Participant in the Sauer-Danfoss Inc. 2006 Omnibus Incentive Plan (the “Plan”),
as specified below:


	
  Participant: 

  	
       Wolfgang Schramm

  	
   

  	
   

  
	
  Date of Award: 

  	
        June 14, 2007

  	
   

  	
   

  
	
  Number of Shares of Restricted Stock Awarded:

  	
                  10,000
  (Ten Thousand)

  	
   

  
	
  Vesting Date and Number of Shares Vested per
  Vesting Date:

  	
   

  	
   

  
	
   

  	
  Vesting Date

  	
  Number of Shares Vested

  	
   

  	
   

  
	
   

  	
  April 16, 2008

  	
   

  	
  5,000 (Five Thousand)

  	
   

  	
   

  
	
   

  	
  April 16, 2009

  	
   

  	
  5,000 (Five Thousand)

  	
   

  	
   

  
								



 


	
  This document constitutes part of the prospectus
  covering securities that have been registered under the Securities Act of
  1933.

  



 


THIS AWARD AGREEMENT,
effective as of the Date of Award set forth above, represents the award of
Restricted Stock by Sauer-Danfoss Inc., a Delaware corporation (the “Company”),
to the Participant named above, pursuant to the provisions of the Plan.


The Plan provides a
complete description of the terms and conditions governing the Restricted
Stock. If there is any inconsistency between the terms of this Agreement and
the terms of the Plan, the Plan’s terms shall completely supersede and replace
the conflicting terms of this Agreement. All capitalized terms shall have the
meanings ascribed to them in the Plan, unless specifically set forth otherwise
herein. The parties hereto agree as follows:


1.           Certificate Legend. Each certificate, or
transfer agent book record, representing shares of Restricted Stock granted
pursuant to the Plan shall bear the following legend:


“The sale or other
transfer of shares of stock represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain restrictions on
transfer as set forth in the Sauer-Danfoss Inc. 2006 Omnibus Incentive Plan,
rules of administration adopted pursuant to such Plan, and in the Restricted
Stock Award Agreement dated June 14, 2007. A copy of the Sauer-Danfoss Inc.
2006 Omnibus Incentive Plan, such rules, and such Restricted Stock Award
Agreement may be obtained from Sauer-Danfoss Inc.”


2.           Removal of Restrictions. Except as may
otherwise be provided herein and in the Plan, the Restricted Stock awarded
pursuant to this Agreement shall become freely transferable by the Participant
in accordance with the Vesting Date and Number of Shares Vested per Vesting
Date set forth above. Once Restricted Stock is no longer subject to any
restrictions, the Participant shall be entitled to have the legend required by Section 1
of this Agreement removed from his stock certificates that are no longer
subject to restrictions.



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3.           Voting Rights and Dividends. Prior to
the Vesting Date, the Participant may exercise full voting rights and shall be
entitled to dividends and other distributions paid with respect to the shares
of Restricted Stock while they are held. If any such dividends or distributions
are paid in shares of common stock of the Company, the shares shall be subject
to the same restrictions on transferability as are the shares of Restricted
Stock with respect to which they were paid.


4.           Termination of Employment. Unless
otherwise designated by the Compensation Committee of the Sauer-Danfoss Inc.
Board (the “Committee”), all unvested Restricted Stock shall be forfeited upon
the Participant’s termination of employment.


5.           Change in Control. In the event of a
Change in Control (as defined in the Plan), all restrictions on the
transferability of outstanding awards of Restricted Stock held by the
Participant under the Plan shall immediately lapse, and thereafter such shares
shall be freely transferable by the Participant, subject to applicable Federal
and state securities laws.


6.           Nontransferability. Prior to vesting,
Restricted Stock awarded pursuant to this Agreement may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated (“a
Transfer”), other than by will or by the laws of descent and distribution,
except as provided in the Plan. If any Transfer, whether voluntary or
involuntary, of Restricted Stock is made, or if any attachment, execution,
garnishment, or lien shall be issued against or placed upon the Restricted
Stock, the Participant’s right to such Restricted Stock shall be immediately
forfeited by the Participant to the Company, and this Agreement shall lapse.


7.           Adjustments in Authorized Shares. The
Committee shall have the sole discretion to adjust the number of shares of
Restricted Stock awarded pursuant to this Agreement, in accordance with
Section 4.3 of the Plan.


8.           Tax Withholding.  The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the Company,
an amount sufficient to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Agreement.


9.           Share Withholding.  With respect to withholding required upon any
other taxable event arising as a result of Awards granted hereunder, the
Participant may elect, subject to the approval of the Compensation Committee,
to satisfy the withholding requirement, in whole or in part, by having the
Company withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax which could be withheld on
the transaction.  All such elections
shall be irrevocable, made in writing, signed by the Participant, and shall be
subject to any restrictions or limitations that the Committee, in its sole
discretion, deems appropriate.


10.        Beneficiary Designation. The Participant
may, from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under this Agreement is to be
paid in case of his or her death before he or she receives any or all of such
benefit. Each such desig­nation shall revoke all prior designations by the
Participant, shall be in a form prescribed by the Company, and will be
effective only when filed by the Participant in writing with the Secretary of
the Company during the Participant’s lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant’s death shall be paid
to the Participant’s estate.



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Beneficiary Designation
(name, address, and relationship):


__________________________________


__________________________________


__________________________________


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


12.        Miscellaneous.


(a)   With the approval of the Board, the Committee
may terminate, amend, or modify the Plan; provided, however, that no such
termination, amendment, or modification of the Plan may in any way adversely
affect the Participant’s rights under this Agreement, without the Participant’s
written approval.


(b)   This Agreement shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.


(c)   All obligations of the Company under the Plan
and this Agreement, with respect to this Restricted Stock, shall be binding on
any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise,
of all or substan­tially all of the business and/or assets of the Company.


(d)   To the extent not preempted by federal law,
this Agreement shall be governed by, and construed in accordance with, the laws
of the state of Delaware.


IN WITNESS
WHEREOF, the parties have caused this Agreement to be executed effective as of July
23, 2007.


	
  

  	
  Participant

  	
   

  	
  Sauer-Danfoss Inc.

  	
   

  	
   

  
	
   

  	
  /s/ Wolfgang Schramm

  	
   

  	
  By:

  	
  /s/ Ronald C. Hanson

  	
   

  	
   

  
	
   

  	
  Wolfgang Schramm

  	
   

  	
   

  	
  Ronald C. Hanson

  	
   

  	
   

  



 



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