Exhibit 10.1(ap)


AMENDMENT
NUMBER TEN

TO THE

SAUER-DANFOSS EMPLOYEES’ SAVINGS PLAN

(As Amended and Restated Effective January 1, 1997)


WHEREAS, Sauer-Danfoss (US) Company
(the “Company”) sponsors the Sauer-Danfoss Employees’ Savings Plan (As Amended
and Restated Effective January 1, 1997) (the “Plan”);


WHEREAS, the Board of Directors of
the Company (the “Board”), pursuant to Section 14.1 of the Plan, reserved the
right to amend the Plan at any time;


WHEREAS, the Board delegated to the
undersigned officer of the Company, by the Employee Benefits Committee of the
Company, the authority to amend the Plan and whereby the Employee Benefits
Committee now deems it desirable to amend the Plan; and


NOW, THEREFORE, pursuant to the authority in
Section 14.1 of the Plan, the Company hereby amends the Plan as follows,
effective as of the dates set forth below:


1.             Effective
as of January 1, 2004, by deleting Section 1.8 in its entirety and substituting
the following new Section 1.8 into the Plan as a part thereof:


1.8           “Compensation” means, for any
Plan Year, the dollar value of specific payments made by the Employer or a
Related Corporation to an Employee with respect to such Plan Year for services
rendered (including any amounts that are excluded from the Employee’s taxable
income pursuant to Sections 125, 402(e)(3) and 132(f)(4) of the Code and
pursuant to any elective deferral pertaining to base salary made by the
Employee under the Sauer-Danfoss Inc. Deferred Compensation Plan for Selected
Employees (or any successor plan thereto) or the Sauer Danfoss Inc. 409A
Deferred Compensation Plan for Selected Employees (or any successor plan
thereto)), and is limited to the following:


(a)                                  base salary
and/or wages paid (including any short-term disability payments);


(b)                                 commissions
paid under sales incentive plans;


(c)                                  overtime pay;


(d)                                 lump-sum
payments made in place of an increase in the base wage rate; and


(e)                                  payments for
time not worked pursuant to Employer policies related to the following: vacations,
holidays, sick leave,





















bereavement, military
reserve training, jury duty and any approved educational leave.


Compensation, for any Plan
Year, shall not include the following:


(i)                                     except as
otherwise provided in this Section 1.8, pay under any incentive pay plan;


(ii)                                  except as otherwise
provided in this Section 1.8, payments of amounts previously deferred by the
Employee under the Sauer-Danfoss Inc. Deferred Compensation Plan for Selected
Employees (or any successor plan thereto) or the Sauer Danfoss Inc. 409A
Deferred Compensation Plan for Selected Employees (or any successor plan
thereto);


(iii)                               shift
differential pay;


(iv)                              severance
payments;


(v)                                 payments under
any plan or arrangement which is not generally open to participation by all
Employees;


(vi)                              bonus plan
payments;


(vii)                           incentive
awards other than commissions paid to an Employee under sales incentive plans;


(viii)                        matching
payments by the Employer under the Sauer-Danfoss Employee’ Savings Plan;


(ix)                                earnings
credited to Employees or Employee accounts under any savings, investment,
deferred compensation or salary reduction plan or arrangement or distributions
from any such plan or arrangement;


(x)                                   payments under
any workers’ compensation program or under any unemployment compensation
program;


(xi)                                long-term
disability payments and payments made under any other employee benefit program
or arrangement not otherwise specifically included as compensation;


(xii)                             foreign-earned
income; and


(xiii)                          gain sharing
payments.





















Notwithstanding the
foregoing, only the first $205,000 (as adjusted by the Secretary of the
Treasury for cost-of-living increases pursuant to Section 401(a)(17)(B) of the
Code) of an Employee’s Compensation shall be taken into account for any purpose
under the Plan.


2.             Effective
as of January 1, 2004, by deleting Section 1.9 in its entirety and substituting
the following new Section 1.9 into the Plan as a part thereof:


1.9           “Disability” means:


(a)                                  with respect to
a Participant who participates in the Company’s or a Related Employer’s
Long-Term Disability Plan, such Participant has been found to have a
“Disability” under the terms of such plan; or


(b)                                 with respect to
a Participant who does not participate in the Company’s or a Related Employer’s
Long-Term Disability Plan, such Participant has been found to have a “Disability”
by the Social Security Administration.


3.             Effective
as of February 3, 1997, by deleting Section 5.6 in its entirety and
substituting the following new Section 5.6 into the Plan as a part thereof:


5.6.         Administration.


(a)                                  Participant Contributions.  Each Employer will
contribute the Participant Contributions for each payroll period during a Plan
Year to the Trustee as soon as reasonably possible after the Participant’s
Compensation has been reduced for that payroll period, but in no event later
than the fifteenth business day of the calendar month following the calendar
month in which the Participant would have received the Participant Contribution
in cash, had he not elected to have his Compensation reduced for the payroll
period.


(b)                                 Employer and Matching Contributions.  The
Employer intends to pay to the Trustee its Employer and Matching Contributions
with respect to a particular payroll period within thirty (30) days after the
last day of such payroll period.  In no event shall the Employer pay to the
Trustee any of its





















                                                Employer or
Matching Contributions for any calendar year later than the period of time
prescribed by law for the filing of the Employer’s Federal income tax return
for such year, including any duly granted extensions thereof.


IN WITNESS WHEREOF, the Company has authorized
the execution on its behalf this Amendment Number Ten, this 31st day of
December, 2004.


SAUER DANFOSS (US) COMPANY


 


	
  By:

  	
  /s/ JAMES T. REMUS

  	
   

  
	
   

  	
  James T. Remus

  
	
   

  	
  Director - Global Compensation and Benefits