Exhibit 10.1(o)

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

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

The Sauer-Danfoss Inc. Annual Management 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 Executive Office shall, in its discretion select the Employees who are to participate in the Plan and the Chief Executive Officer shall notify such selected
Employees of their selection in writing. Participation for each Employee shall be determined on an annual basis.

The
Executive Office shall also select the Global Business Unit, if any, that will be used to determine each Participant's Incentive Compensation Award. The Executive Office will also
select the Participant's Company Factor and the Participant's GBU Factor, as defined above. Once determined by the Executive Office, 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 Executive Office 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 Executive Office 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 Executive Office 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 Executive Office hereunder shall be final and binding upon all interested parties. The Executive Office 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 Executive Office reserves the right to amend or terminate the Plan at any time by written action of the Executive Office; 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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