Exhibit 10.1(br)


 


AMENDMENT NUMBER ONE


TO THE


FACTORY PENSION PLAN OF
SAUER-DANFOSS (LASALLE) AND INTERNATIONAL UNION, UNITED AUTOMOBILE,  AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS
OF AMERICA, AND IT’S LOCAL UNION NO. 285, AS AMENDED AND RESTATED EFFECTIVE
JANUARY 1, 1999


 


WHEREAS, Sauer-Danfoss (US) Company (previously known
as Sauer-Sundstrand Company) (the “Company”) sponsors the Factory Pension Plan
of Sauer-Danfoss (LaSalle) and International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America, and Its Local Union
No. 285 (the “Plan”); and


 


WHEREAS, the Company and the UAW Local 285 (the
“Union”) have agreed to change certain terms affecting retirement benefits
under the Plan;


 


NOW, THEREFORE, pursuant to Section 19.2 of the Plan,
the Company hereby amends the Plan as follows, effective as of the dates set
forth below:


 


1.             A new Section 4.4
is hereby added to the Plan, effective September 1, 2001, except as otherwise
provided therein, to read in its entirety as follows:


 


“4.4         Cash
Balance Employees.  Notwithstanding
any other provision of the Plan, effective September 1, 2001, a Retirement
Benefit for Employees who are described in subsections (a) and (b) of this
Section 4.4 shall be accrued solely under the cash balance formula in
accordance with Appendix C.


 


(a)                                  Automatic Coverage Under Cash Balance
Formula.  A Retirement Benefit shall be determined in
accordance with the cash balance formula in Appendix C for all Employees who
are hired by the Employer on or after October 29, 1997.


 


(b)                                 Special Election for Coverage Under Cash
Balance Formula.  A Retirement Benefit shall be determined
under the cash balance formula in Appendix C for all Employees not described in
subsection (a) who are eligible to elect and do elect, pursuant to a one-time
election made in accordance with uniform, nondiscriminatory Plan procedures (at
any time during the term of the contract), to cease and waive future benefit
accruals under the multiplier formula set forth in Schedule I effective August
31, 2001 and begin accruing benefits, if any, under the cash balance formula
described in Appendix C, effective September 1, 2001.  Employees who make the election under this
subsection (b) shall be eligible to participate in the Sauer-Danfoss LaSalle
Factory Employee Savings Plan (formerly known as the Sauer-Sundstrand LaSalle
Factory Employee Savings Plan) as of the date of such Special Election and
subject to the terms of that Plan. 
Employees eligible to make the election described in this subsection (b)
are all persons who are Employees of the Employer on September 1, 2001.”


 





















 


 


2.             A new Section 6.4
is hereby added to the Plan, effective September 1, 2001, to read as follows:


 


“6.4         Early
Retirement Incentives.  If the
Company implements any early retirement incentive program for employees of the
Company generally, between May 1, 2001 and January 1, 2002, an Employee
who retires during the period covered by the program shall be eligible to
receive such early retirement incentives, even if the Employee retired prior to
the adoption of the early retirement incentive program.


 


3.             Section 13.1 (b) is
amended by replacing the last row of the chart therein with the following two
rows at the bottom of the chart:


 


	
  “ON OR AFTER

  	
   

  	
  AND ON OR BEFORE

  	
   

  	
  MONTHLY BENEFIT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September 1,
  2000

  	
   

  	
  April 30, 2001

  	
   

  	
  $

  	
  1,550

  	
   

  
	
  May 1, 2001

  	
   

  	
  —

  	
   

  	
  $

  	
  1,800

  	
  ”

  



 


4.             Schedule 1 to the
Plan is amended by replacing the last row of the chart therein with the
following two rows at the bottom of the chart:


 


	
  “ON OR AFTER

  	
   

  	
  AND ON OR BEFORE

  	
   

  	
  SHALL BE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September 1,
  2000

  	
   

  	
  April 30, 2001

  	
   

  	
  $

  	
  29.00

  	
   

  
	
  May 1, 2001

  	
   

  	
  —

  	
   

  	
  $

  	
  37.00

  	
  ”

  



 


 


5.             Schedule 1 to the
Plan is further amended by adding the following to the end thereof:


 


“Effective September 1, 2001, all retired Employees
shall receive a Benefit Amount calculated by increasing by $1.50 the amount
multiplied by each such Employee’s Years of Participation.”


 


6.             A new Appendix C is
added after Appendix B, in the form of the Appendix C attached to this
Amendment Number One and made a part hereof.


 


IN WITNESS WHEREOF, the Company has authorized the
execution on its behalf of this Amendment Number One this 6th day of
February, 2002.


 


	
  Sauer-Danfoss
  (U.S.) Company

  	
   

  	
  UAW,
  Local Union No. 285

  
	
   

  	
   

  	
   

  
	
  /s/
  MATTHEW K. BENDLER

  	
   

  	
  /s/ WILLIAM C. FALASSI

  
	
   

  	
   

  	
   

  
	
  /s/
  SUZANNE R. SOBKOWIAK

  	
   

  	
  /s/ PATRICIO ESCATEL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 





















 


 


 “APPENDIX C TO FACTORY
PENSION PLAN OF


SAUER-DANFOSS (LASALLE) AND
INTERNATIONAL UNION,


UNITED AUTOMOBILE, AEROSPACE AND
AGRICULTURAL IMPLEMENT


WORKERS OF AMERICA, AND ITS LOCAL
UNION NO. 285


 


This Appendix C to the
Factory Pension Plan of Sauer-Danfoss (LaSalle) and International Union, United
Automobile, Aerospace and Agricultural Implement Workers of America, and Its
Local Union No. 285 is applicable, effective September 1, 2001, only to those
Employees identified in Section 4.4 of the Plan whose benefits are accrued in
accordance with the cash balance formula (hereinafter referred to in this
Appendix C as “Cash Balance Employees”). 
The provisions of the Plan shall apply to such Cash Balance Employees
with the following modifications:


 


1.             Cash Balance Account.  An account (hereinafter referred to as the
“Cash Balance Account”) shall be established and maintained for each Cash
Balance Employee.  The Cash Balance
Account for each Cash Balance Employee shall have an opening balance of
zero.  A Cash Balance Employee’s Cash
Balance Account shall be credited with “Regular Contribution Credits” and
“Interest Credits” each as defined under Sections 2 and 3 of this Appendix C,
respectively.  Cash Balance Accounts
shall be bookkeeping accounts only, and neither the establishment nor
maintenance thereof shall create any right in any Cash Balance Employee to any
specific assets of the Plan.  Upon a Cash
Balance Employee’s Annuity Starting Date his Cash Balance Account shall cease
to exist.  The term “Annuity Starting
Date” shall mean the first day of the first month for which a benefit is
payable as an annuity to a Cash Balance Employee.


 


2.             Regular Contribution Credits.  For each Plan Year, an amount shall be
credited to the Cash Balance Account of each Cash Balance Employee who was
employed as an Employee during such Plan Year (the “Regular Contribution
Credit”).  In the case of a Cash Balance
Employee who is employed on the last day of the Plan Year, the Regular
Contribution Credit shall be credited to the Cash Balance Employee’s Cash
Balance Account as of the last day of such Plan Year.  In the case of a Cash Balance Employee who
terminates employment during the Plan Year, the Regular Contribution Credit shall
be credited to his Cash Balance Account as of the date of the Cash Balance
Employee’s termination of employment. The Regular Contribution Credit shall be
an amount equal to 2% of the Cash Balance Employee’s “Pay” received as an
Employee during the Plan Year.  For
purposes of this Section, “Pay” means the Employee’s base wages, overtime and
bonuses.  Notwithstanding the above, a
Cash Balance Employee who is absent from work due to a disability for which he
is entitled to benefits under a Disability Income Plan maintained by the
Employer shall continue to have Regular Contribution Credits credited to his
Cash Balance Account for as long as he is entitled to benefits under such
Disability Income Plan.  Such Regular Contribution
Credits shall be based on the disabled Cash Balance Employees’ rate of Pay just
prior to becoming disabled.


 





















 


3.             Interest
Credits. As of the last day of each Plan Year, interest shall be credited
to the Cash Balance Account of each Cash Balance Employee who has a Cash
Balance Account as of the first day of such Plan Year (the “Interest
Credit”).  A Cash Balance Employee’s Cash
Balance Account shall continue to be credited with Interest Credits until (i)
the Cash Balance Employee’s Annuity Starting Date or (ii) solely in the case of
a Cash Balance Employee who terminates employment before becoming vested, the
date that the Cash Balance Employee’s Period of Severance exceeds 5 years, at
which point the Cash Balance Employee will be deemed to have received a
distribution of his entire interest in the Plan accrued as of that date.  Interest Credit added to a Cash Balance
Account for each Plan Year shall be the amount determined by multiplying the
balance of such Cash Balance Account on the first day of the Plan Year by the
one year Treasury bill rate in effect as of the first business day of such Plan
Year, as published in the Wall Street Journal on such business day.  Notwithstanding the prior provisions of this
Section 3, if the Cash Balance Employee’s Annuity Starting Date occurs
during the applicable Plan Year, the Interest Credit shall be prorated on a
monthly basis for that portion of the Plan Year before such Annuity Starting
Date and shall be credited to the Cash Balance Employee’s Cash Balance Account
as of such Annuity Starting Date.


 


4.             Retirement
Benefit.  As of any determination
date, a Cash Balance Employee’s Retirement Benefit is equal to;  (a) the amount of his Cash Balance Account as
of such date converted into a single life annuity on the basis of the Actuarial
Equivalent factors for lump sum distributions, and (b) the Retirement Benefit
expressed as a single life annuity that the Cash Balance Employee accrued as of
December 31, 2001 under the multiplier formula set forth in Schedule 1 using a
29.00 multiplier (including any early retirement subsidy for which the Cash
Balance Employee becomes eligible, whether before, on, or after that date, if
applicable.


 


5.             Death
Before Commencement. The Surviving Spouse of a deceased Cash Balance
Employee shall be eligible to receive a Survivor Benefit in accordance with the
provisions of Article XI of the Plan, provided that the amount of any such
Survivor Benefit shall be determined based on the methodology set forth in
Section 4 of this Appendix C for the deceased Cash Balance Employees’
Retirement Benefit.