Exhibit
10.1(by)


 


Sauer-Danfoss Inc.

Non-Employee Director Restricted Stock Award Agreement


 


You have been selected to be a Participant in the
Sauer-Danfoss Inc. Non-Employee Director Stock Option
and Restricted Stock Plan (the “Plan”), as specified below:


 


Participant:


 


Date of Award: 
April 27,
2005


 


Number of Shares of Restricted Stock Awarded:
 1,500 (One thousand five hundred)


 


Vesting Date and Number of Shares Vested per
Vesting Date:


 


	
  Vesting
  Date

  	
   

  	
  Number of Shares Vested

  
	
   

  	
   

  	
   

  
	
  April 27, 2008

  	
   

  	
  1,500 (One thousand
  five hundred)

  



 


This document constitutes part of the prospectus
covering securities that have been registered under the Securities Act of 1933.


 


THIS AGREEMENT, effective as of the Date of Award set
forth above, represents the award of Restricted Stock by Sauer-Danfoss Inc., a Delaware corporation (the “Company”), to
the Participant named above, pursuant to the provisions of the Plan.


 


The Plan provides a complete description of the terms
and conditions governing the Restricted Stock. If there is any inconsistency
between the terms of this Agreement and the terms of the Plan, the Plan’s terms
shall completely supersede and replace the conflicting terms of this Agreement.
All capitalized terms shall have the meanings ascribed to them in the Plan,
unless specifically set forth otherwise herein. The parties hereto agree as
follows:


 


1.                                Certificate
Legend. Each certificate, or transfer agent book record, representing
shares of Restricted Stock granted pursuant to the Plan shall bear the
following legend:


 


“The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is subject
to certain restrictions on transfer set forth in the Sauer-Danfoss
Inc. Non-Employee Director Stock Option and Restricted Stock Plan, rules of
administration adopted pursuant to such Plan, and a Restricted Stock Award
Agreement dated May 16, 2001. A copy of the Sauer-Danfoss
Inc. Non-Employee Director Stock Option and Restricted Stock Plan, such rules,
and such Restricted Stock Award Agreement may be obtained from the Secretary of
Sauer-Danfoss Inc.”


 


2.                                Removal
of Restrictions. Except as may otherwise be provided
herein and in the Plan, the Restricted Stock awarded pursuant to this Agreement
shall become freely transferable by the Participant in accordance with the
Vesting Date and Number of Shares Vested per Vesting Date set forth above.
Once Restricted Stock is no longer subject to any restrictions, the Participant
shall be entitled to have the legend required by Section 2 of this
Agreement removed from his or her stock certificates that are no longer subject
to restrictions.


 


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3.                                Voting
Rights and Dividends. Prior to the Vesting Date, the Participant may
exercise full voting rights and shall be entitled to dividends and other
distributions paid with respect to the shares of Restricted Stock while they
are held. If any such dividends or distributions are paid in shares of common
stock of the Company, the shares shall be subject to the same restrictions on
transferability as are the shares of Restricted Stock with respect to which
they were paid.


 


4.                                Termination
of Directorship. Unless otherwise designated by the Board, all unvested
Restricted Stock shall be forfeited upon the Participant’s termination of
service on the Board.


 


5.                                Change
in Control. In the event of a Change in Control (as defined in the Plan),
all restrictions on the transferability of outstanding awards of Restricted
Stock held by the Participant under the Plan shall immediately lapse, and
thereafter such shares shall be freely transferable by the Participant, subject
to applicable Federal and state securities laws.


 


6.                                Nontransferability. Prior to vesting, Restricted Stock
awarded pursuant to this Agreement may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated (“a Transfer”), other than by
will or by the laws of descent and distribution, except as provided in the
Plan. If any Transfer, whether voluntary or involuntary, of Restricted Stock is
made, or if any attachment, execution, garnishment, or lien shall be issued
against or placed upon the Restricted Stock, the Participant’s right to such
Restricted Stock shall be immediately forfeited by the Participant to the
Company, and this Agreement shall lapse.


 


7.                                Adjustments
in Authorized Shares. The Committee shall have the sole discretion to
adjust the number of shares of Restricted Stock awarded pursuant to this
Agreement, in accordance with Section 4.3 of the Plan.


 


8.                                Tax
Withholding.  The Company shall have
the power and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy federal, state, and local
taxes, domestic or foreign, required by law or regulation to be withheld with
respect to any taxable event arising as a result of this Agreement.


 


9.                                Share
Withholding.  With respect to
withholding required upon any other taxable event arising as a result of Awards
granted hereunder, the Participant may elect, subject to the approval of the
Board, to satisfy the withholding requirement, in whole or in part, by having
the Company withhold Shares having a Fair Market Value on the date the tax is
to be determined equal to the minimum statutory total tax which could be
withheld on the transaction.  All such
elections shall be irrevocable, made in writing, signed by the Participant, and
shall be subject to any restrictions or limitations that the Board, in its sole
discretion, deems appropriate.


 


10.                         Beneficiary
Designation. The Participant may, from time to time, name any beneficiary
or beneficiaries (who may be named contingently or successively) to whom any
benefit under this Agreement is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the Participant, shall be in a form prescribed
by the Company, and will be effective only when filed by the Participant in
writing with the Secretary of the Company during the Participant’s lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant’s death shall be paid to the Participant’s estate.


 


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Beneficiary Designation (name, address, and relationship):


 


	
   

  
	
   

  
	
   

  



 


11.                         Administration.
This Agreement and the rights of the Participant hereunder are subject to all
the terms and conditions of the Plan, as the same may be amended from time to
time, as well as to such rules and regulations as the Committee may adopt for
administration of the Plan. It is expressly understood that the Committee is
authorized to administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan and this Agreement, all of which shall
be binding upon the Participant. Any inconsistency between the Agreement and
the Plan shall be resolved in favor of the Plan.


 


12.                         Miscellaneous.


 


(a)                                  With
the approval of the Board, the Committee may terminate, amend, or modify the
Plan; provided, however, that no such termination, amendment, or modification
of the Plan may in any way adversely affect the Participant’s rights under this
Agreement, without the Participant’s written approval.


 


(b)                                 This
Agreement shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.


 


(c)                                  All
obligations of the Company under the Plan and this Agreement, with respect to
this Restricted Stock, shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.


 


(d)                                 To
the extent not preempted by federal law, this Agreement shall be governed by,
and construed in accordance with, the laws of the state of Delaware.


 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed effective as of                                          .


 


	
  Participant

  	
  Sauer-Danfoss Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
					



Kenneth D. McCuskey


 


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