Exhibit 10.1(ab)

SAUER-DANFOSS INC.    ANNUAL OFFICER PERFORMANCE INCENTIVE PLAN  January 1, 2002 Restatement

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SAUER-DANFOSS INC.    ANNUAL OFFICER PERFORMANCE INCENTIVE PLAN  January 1, 2002 Restatement

The Sauer-Danfoss Inc. Annual Officer Performance Incentive Plan is designed to achieve the following objectives:

ARTICLE I  DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the meaning indicated, unless a different meaning is clearly required by the context:

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ARTICLE II  ELIGIBILITY AND MEASUREMENT BASIS

The Chief Executive Officer shall recommend officer(s) of the Company or of any Subsidiary to become Participants in the Plan to the Compensation Committee. The
Compensation Committee shall then, in its discretion, select the officers that shall participate in the Plan and the Chief Executive Officer shall notify such selected officers of their selection in
writing. Participation for each officer shall be determined on an annual basis.

The
Chief Executive Officer shall also recommend to the Compensation Committee the Global Business Unit, if any, that will be used to determine each Participant's Incentive Compensation
Award. The Chief Executive Officer will also recommend to the Compensation Committee the Participant's Company Factor and the Participant's GBU Factor, as defined above. Once determined by the
Compensation Committee, in its discretion, the applicable Global Business Unit, the Participant's Company Factor and the Participant's GBU Factor will be communicated to each Participant at the same
time as the selection notification.

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In
certain instances, Participants may transfer between Global Business Units during the course of a Plan Year. The Compensation Committee will handle participants in this situation on a
case-by-case basis.

ARTICLE III  INCENTIVE COMPENSATION AWARDS

A substantial portion of any annual Incentive Compensation Award will be determined by Profitability and Revenue Growth measures.





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ARTICLE IV  ADMINISTRATION

The Compensation Committee of the Board of Directors shall be responsible for the general administration of the Plan and for carrying out the provisions hereof
and shall have all such powers, authorities and responsibilities expressly retained by it herein and as may be necessary to carry out the provisions of the Plan, including the power to determine all
questions relating to eligibility for and the amount of an Incentive Compensation Award, all questions pertaining to claims for benefits and procedures for claim review, and the power to resolve any
and all other questions arising under the Plan, including any questions of construction. The Compensation Committee may designate such person or persons as it shall determine to carry out any such
powers, authorities or responsibilities.

The
actions taken and the decisions made by the Compensation Committee hereunder shall be final and binding upon all interested parties. The Compensation Committee may, as to all
questions of accounting, rely conclusively upon any determination made by the independent public accountants for the Company.

ARTICLE V  AMENDMENT AND TERMINATION

The Compensation Committee reserves the right to amend or terminate the Plan at any time by written action of the Compensation Committee; provided, however, that
no such action shall adversely affect any Participant or Beneficiary with respect to the amount of an Incentive Compensation Award theretofore granted.

ARTICLE VI  MISCELLANEOUS

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