**Exhibit 10.1(br)**

 

AMENDMENT NUMBER ONE

TO THE

FACTORY PENSION PLAN OFSAUER-DANFOSS (LASALLE) AND INTERNATIONAL UNION, UNITED AUTOMOBILE,  AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERSOF AMERICA, AND IT’S LOCAL UNION NO. 285, AS AMENDED AND RESTATED EFFECTIVEJANUARY 1, 1999

 

WHEREAS, Sauer-Danfoss (US) Company (previously knownas Sauer-Sundstrand Company) (the “Company”) sponsors the Factory Pension Planof Sauer-Danfoss (LaSalle) and International Union, United Automobile,Aerospace and Agricultural Implement Workers of America, and Its Local UnionNo. 285 (the “Plan”); and

 

WHEREAS, the Company and the UAW Local 285 (the“Union”) have agreed to change certain terms affecting retirement benefitsunder 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 setforth below:

 

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

 

“4.4         CashBalance Employees.  Notwithstandingany other provision of the Plan, effective September 1, 2001, a RetirementBenefit for Employees who are described in subsections (a) and (b) of thisSection 4.4 shall be accrued solely under the cash balance formula inaccordance with Appendix C.

 

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

 

(b)                                 Special Election for Coverage Under CashBalance Formula.  A Retirement Benefit shall be determinedunder the cash balance formula in Appendix C for all Employees not described insubsection (a) who are eligible to elect and do elect, pursuant to a one-timeelection made in accordance with uniform, nondiscriminatory Plan procedures (atany time during the term of the contract), to cease and waive future benefitaccruals under the multiplier formula set forth in Schedule I effective August31, 2001 and begin accruing benefits, if any, under the cash balance formuladescribed in Appendix C, effective September 1, 2001.  Employees who make the election under thissubsection (b) shall be eligible to participate in the Sauer-Danfoss LaSalleFactory Employee Savings Plan (formerly known as the Sauer-Sundstrand LaSalleFactory Employee Savings Plan) as of the date of such Special Election andsubject 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.”

 

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

 

“6.4         EarlyRetirement Incentives.  If theCompany implements any early retirement incentive program for employees of theCompany generally, between May 1, 2001 and January 1, 2002, an Employeewho retires during the period covered by the program shall be eligible toreceive such early retirement incentives, even if the Employee retired prior tothe adoption of the early retirement incentive program.

 

3.             Section 13.1 (b) isamended by replacing the last row of the chart therein with the following tworows 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 thePlan is amended by replacing the last row of the chart therein with thefollowing 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 thePlan is further amended by adding the following to the end thereof:

 

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

 

6.             A new Appendix C isadded after Appendix B, in the form of the Appendix C attached to thisAmendment Number One and made a part hereof.

 

IN WITNESS WHEREOF, the Company has authorized theexecution on its behalf of this Amendment Number One this 6th day ofFebruary, 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      |
|                          |   |                      |
|                          |   |                      |

 

 

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 “**APPENDIX C TO FACTORYPENSION PLAN OF**

**SAUER-DANFOSS (LASALLE) ANDINTERNATIONAL UNION,**

**UNITED AUTOMOBILE, AEROSPACE ANDAGRICULTURAL IMPLEMENT**

**WORKERS OF AMERICA, AND ITS LOCALUNION NO. 285**

 

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

 

1.             Cash Balance Account.  An account (hereinafter referred to as the“Cash Balance Account”) shall be established and maintained for each CashBalance Employee.  The Cash BalanceAccount for each Cash Balance Employee shall have an opening balance ofzero.  A Cash Balance Employee’s CashBalance 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 Accountsshall be bookkeeping accounts only, and neither the establishment normaintenance thereof shall create any right in any Cash Balance Employee to anyspecific assets of the Plan.  Upon a CashBalance Employee’s Annuity Starting Date his Cash Balance Account shall ceaseto exist.  The term “Annuity StartingDate” shall mean the first day of the first month for which a benefit ispayable as an annuity to a Cash Balance Employee.

 

2.             Regular Contribution Credits.  For each Plan Year, an amount shall becredited to the Cash Balance Account of each Cash Balance Employee who wasemployed as an Employee during such Plan Year (the “Regular ContributionCredit”).  In the case of a Cash BalanceEmployee who is employed on the last day of the Plan Year, the RegularContribution Credit shall be credited to the Cash Balance Employee’s CashBalance Account as of the last day of such Plan Year.  In the case of a Cash Balance Employee whoterminates employment during the Plan Year, the Regular Contribution Credit shallbe credited to his Cash Balance Account as of the date of the Cash BalanceEmployee’s termination of employment. The Regular Contribution Credit shall bean amount equal to 2% of the Cash Balance Employee’s “Pay” received as anEmployee during the Plan Year.  Forpurposes of this Section, “Pay” means the Employee’s base wages, overtime andbonuses.  Notwithstanding the above, aCash Balance Employee who is absent from work due to a disability for which heis entitled to benefits under a Disability Income Plan maintained by theEmployer shall continue to have Regular Contribution Credits credited to hisCash Balance Account for as long as he is entitled to benefits under suchDisability Income Plan.  Such Regular ContributionCredits shall be based on the disabled Cash Balance Employees’ rate of Pay justprior to becoming disabled.

 

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3.             InterestCredits. As of the last day of each Plan Year, interest shall be creditedto the Cash Balance Account of each Cash Balance Employee who has a CashBalance Account as of the first day of such Plan Year (the “InterestCredit”).  A Cash Balance Employee’s CashBalance 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 ofa Cash Balance Employee who terminates employment before becoming vested, thedate that the Cash Balance Employee’s Period of Severance exceeds 5 years, atwhich point the Cash Balance Employee will be deemed to have received adistribution of his entire interest in the Plan accrued as of that date.  Interest Credit added to a Cash BalanceAccount for each Plan Year shall be the amount determined by multiplying thebalance of such Cash Balance Account on the first day of the Plan Year by theone year Treasury bill rate in effect as of the first business day of such PlanYear, as published in the Wall Street Journal on such business day.  Notwithstanding the prior provisions of thisSection 3, if the Cash Balance Employee’s Annuity Starting Date occursduring the applicable Plan Year, the Interest Credit shall be prorated on amonthly basis for that portion of the Plan Year before such Annuity StartingDate and shall be credited to the Cash Balance Employee’s Cash Balance Accountas of such Annuity Starting Date.

 

4.             RetirementBenefit.  As of any determinationdate, a Cash Balance Employee’s Retirement Benefit is equal to;  (a) the amount of his Cash Balance Account asof such date converted into a single life annuity on the basis of the ActuarialEquivalent factors for lump sum distributions, and (b) the Retirement Benefitexpressed as a single life annuity that the Cash Balance Employee accrued as ofDecember 31, 2001 under the multiplier formula set forth in Schedule 1 using a29.00 multiplier (including any early retirement subsidy for which the CashBalance Employee becomes eligible, whether before, on, or after that date, ifapplicable.

 

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

 

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