Exhibit 10.1(ao)


 


SAUER-DANFOSS INC.


SUPPLEMENTAL EXECUTIVE SAVINGS &
RETIREMENT PLAN


 


As Amended and Restated Effective January 1,
2008


 

















 


SAUER-DANFOSS INC.


SUPPLEMENTAL EXECUTIVE SAVINGS &
RETIREMENT PLAN


 


I.              PURPOSE AND EFFECTIVE DATE.


 


1.1.          Purpose.  The Sauer-Danfoss Inc. Supplemental Executive
Savings  & Retirement Plan was established by Sauer-Danfoss Inc. to
attract and retain certain key employees by supplementing such employees’
retirement income, available under the Sauer-Danfoss Employees’ Retirement Plan
(the “ERP”) and the Sauer-Danfoss Employees’ Savings Plan (the “ESP”), which is
otherwise limited by Code Sections 415 and 401(a) (17), and the
regulations issued there under.


 


1.2.          Effective Date.  The Plan was initially effective January 1,
2004 and was later amended and restated effective January 1, 2005.  The Plan is being amended and restated
effective January 1, 2008 to ensure full compliance with Code Section 409A.  The Plan shall remain in effect until
terminated in accordance with Article VIII.


 


II.            DEFINITIONS.


 


When used in the Plan and initially capitalized, the following words
and phrases shall have the meanings indicated:


 


2.1.          “Accounts” means the recordkeeping accounts
established for each Participant in the Plan for purposes of accounting for the
amount of the Participant’s Supplemental Benefit Amounts determined and
credited in accordance with Article IV each year, if any, and all adjusted
periodically to reflect the interest earnings or hypothetical investment return
on such amounts in accordance with Article V.


 


2.2.          “Administrator” means the Committee or such
individual or committee appointed by the Committee to administer the Plan in
accordance with Article VII.  The
Committee shall take such actions it deems necessary or desirable to ensure
that such individual or committee has sufficient and appropriate authority for
carrying out the intent and purpose of the Plan.


 


2.3.          “Affiliate” means:


 


(a)                                  any
corporation, partnership, joint venture, trust, association or other business
enterprise which is a member of the same controlled group of corporations,
trades or businesses as the Company (within the meaning of Code Section 414),
and


 


(b)                                 any
other entity that is designated as an Affiliate by the Committee.


 

















 


2.4.          “Beneficiary” means the person or entity
designated by the Participant to receive the Participant’s Supplemental
Benefits Amounts in the event of the Participant’s death.  If the Participant does not designate a
Beneficiary, or if the Participant’s designated Beneficiary predeceases the
Participant, the Participant’s estate shall be the Beneficiary under the Plan.


 


2.5.          “Board” means the Board of Directors of the
Company.


 


2.6.          “Cash Balance Employee” means an employee
of the Company or an Affiliate whose
retirement benefit under the ERP is accrued, on and after January 1, 2001,
in whole or in part, under the Cash Balance Formula (as defined under the terms
of the ERP).


 


2.7.          “Code” means the Internal Revenue Code of
1986, as amended.


 


2.8.          “Committee” means the Compensation
Committee of the Board of Directors of the Company.


 


2.9.          “Company” means Sauer-Danfoss Inc. and any
successor thereto.


 


2.10.        “Compensation” means either:


 


(a)           “Compensation” as that
term is specifically defined under the ESP, or


 


(b)           “Cash Balance Pay” as
that term is specifically defined under the ERP,


 


as the case may be, depending on the context
in which it is being used under this Plan.


 


2.11.        “Eligible Employee” means a key employee of the Company or an
Affiliate who (i) is a Cash Balance Employee, and (ii) during a Plan
Year is expected to have Compensation from the Company or any Affiliate in
excess of the Code Section 401(a)(17) limit for such Plan Year.


 


2.12.        “ERP” means the Sauer-Danfoss Employees’ Retirement Plan.


 


2.13.        “ESP” means the Sauer-Danfoss Employees’ Savings Plan.


 


2.14.         “Investment Fund or Funds” means the investment funds
designated by the Administrator as the basis for determining the hypothetical
investment return to be credited in accordance with Article V to
Participants’ Supplemental ESP Accounts. 
The Investment Funds shall mirror the available investment funds under
the ESP.


 


2.15.        “Participant” means an Eligible Employee who has become a
participant in the Plan in accordance with Section 3.1.


 


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2.16.        “Plan” means the Sauer-Danfoss Inc. Supplemental Executive
Savings & Retirement Plan, as set forth herein and as amended from
time to time.


 


2.17.        “Plan Year” means each calendar year commencing on and after January 1,
2004.


 


2.18.        “Supplemental Benefit Amounts” means the amounts accrued on
behalf of the Participant under the Plan, if any, and represents the sum of the
Participant’s Supplemental ERP Amounts and Supplemental ESP Amounts credited to
his or her Account in accordance with Article IV.


 


2.19.        “Supplemental ERP Account” means the bookkeeping account
established for purposes of accounting for the amount of the Participant’s
Supplemental ERP Amounts determined and credited in accordance with Article IV
each year, if any, as adjusted periodically to reflect the interest earnings on
such amounts in accordance with Article V.


 


2.20.        “Supplemental ERP Amount” means that portion of the
Supplemental Benefit Amounts determined under Section 4.1(a) of the
Plan specifically pertaining to the ERP and credited to the Participant’s
Supplemental ERP Account in accordance with Article IV.


 


2.21.        “Supplemental ESP Account” means the bookkeeping account
established for purposes of accounting for the amount of the Participant’s
Supplemental ESP Amounts determined and credited in accordance with Article IV
each year, if any, as adjusted periodically to reflect the hypothetical
investment return or hypothetical investment loss on such amounts in accordance
with Article V.


 


2.22.        “Supplemental ESP Amount” means that portion of the
Supplemental Benefit Amounts determined under Section 4.1(b) of the
Plan specifically pertaining to the ESP and credited to the Participant’s
Supplemental ESP Account in accordance with Article IV.


 


2.23.        “Valuation Date” means a date on which the Investment Funds
are valued and the Participant’s Account is adjusted for any resulting gains or
losses.   The Administrator shall
determine the Valuation Date and such date shall be at least once every
calendar year.


 


III.                                 PARTICIPATION.


 


3.1.          Participation. An Eligible Employee
shall become a Participant in the Plan when he or she has had credited to his
or her Accounts, by the Company, Supplemental Benefit Amounts in accordance
with Article IV.


 


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3.2.          ERISA Exemption.  It is the
intent of the Company that the Plan be exempt from Parts 2, 3 and 4 of Subtitle
B of Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), as an unfunded plan that is maintained by the Company primarily for
the purpose of providing deferred compensation for a select group of management
and highly compensated employees (the “ERISA Exemption”).  Notwithstanding anything to the contrary in Section 3.1
or in any other provision of the Plan, the Administrator may, in its sole
discretion, exclude any one or more employees from eligibility to participate
or from participation in the Plan, exclude any Participant from continued
participation in the Plan, and take any further action permissible under Code Section 409A
that it considers necessary or appropriate if the Administrator reasonably
determines in good faith that such exclusion or further action is necessary in
order for the Plan to qualify for, or to continue to qualify for, the ERISA
Exemption.  In the event a Participant is
identified for exclusion from participation in the Plan, such Participant shall
be excluded and become an inactive Participant as of the January 1 of the
Plan Year immediately following the Plan Year that includes the year such
exclusion determination was made.


 


IV.                                SUPPLEMENTAL BENEFIT AMOUNTS.


 


4.1.          Computation of Supplemental Benefit Amounts.  An Eligible Employee shall be entitled to
Supplemental Benefit Amounts for each Plan Year that he or she is an Eligible
Employee.  Such Supplemental Benefit
Amount shall be equal to the sum of:


 


(a)                                  Supplemental ERP Amount:  the excess, if any, of:


 


(i)                                     the
benefit the Eligible Employee otherwise would have been entitled to have
credited to his or her Cash Balance Account (as defined under the ERP) for his
or her benefit under the ERP for a given year if such benefit was calculated
without regard to the following:


 


1.             Code Section 415, and


 


2.             Code Section 401(a)(17), over


 


(ii)                                  the
benefit which the Eligible Employee is entitled to have credited to his Cash
Balance Account (as defined under the ERP) for his or her benefit for such
given year under the ERP, plus


 


(b)                                 Supplemental ESP Amount:  the excess, if any, of:


 


(i)                                     the
benefit the Eligible Employee otherwise would have been entitled to have
credited to his or her Employer Contribution Account (as defined in the ESP),
if any, and his or her Matching 


 


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Contribution Account (as defined under the ESP), if any, for a given
year if such benefit(s) was calculated without regard to the following:


 


(1)           Code Section 415,


 


(2)           Code Section 401(a)(17),


 


(3)           Code Section 401(m)(2),
and


 


(4)           Code Section 402(g);
over


 


(ii)           the
actual benefit which the Eligible Employee is entitled to have credited to a
separate account for his benefit for such given year under the ESP with respect
to such Employer Contributions and Matching Contributions.


 


Notwithstanding the foregoing, an Eligible Employee shall not be
entitled to Supplemental Benefit Amounts attributable to amounts that would
have been credited to his Matching Contribution Account for a Plan Year unless
the Eligible Employee had elected Participant Contributions (as defined in the
ESP) for such Plan Year equal to the lesser of four percent (4%) of
Compensation or the limitation in effect under Code Section 402(g) for
such Plan Year.


 


4.2.          Vesting.  A Participant’s Supplemental Benefit Amounts
calculated by the Company in accordance with Sections 4.1 above shall vest in
accordance with the same vesting schedules that may exist, from time to time,
in the ERP and the ESP, as the case may be.


 


4.3.          Special One Time Supplemental Benefit Amounts for
Certain Participants. 
Certain Eligible Employees, but for the January 1, 2004 effective
date of this Plan, would have had amounts credited to their Accounts as
Supplemental Benefit Amounts for certain years prior to 2004.  To reflect this fact, special, one-time
Supplemental ERP amounts and/or Supplemental ESP amounts will be credited to
the Accounts of certain Eligible Employees. 
The eligibility for, timing and amount of such special, one-time
Supplemental Benefit amounts pursuant to this Section 4.3 are to be
determined solely at the discretion of the Administrator.


 


4.4.          Crediting of Supplemental Benefit Amounts.


 


(a)                                  General Rule.  The Supplemental Benefit Amounts computed
in Section 4.1 above for each Plan Year shall be credited by the Company
to the Participant’s Accounts as soon as reasonably practicable after the close
of the Plan Year to which the Supplement Benefit Amounts relate.


 


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(b)                                 Current Cash Distribution of Immaterial Supplemental
ERP Amounts and Immaterial Supplemental ESP Amounts for a Given Plan Year.  Notwithstanding anything to the contrary in
the Plan, so long as a Participant is or would be fully vested in his or her
Supplemental ERP Account or his or her Supplemental ESP Account, as the case
may be, to the extent that the Supplemental ERP Amount or the Supplemental ESP
Amount, respectively, for a given Plan Year does not exceed $750, such amounts
instead of being credited to the Participant’s Accounts under paragraph (a) immediately
above shall be paid out currently as cash compensation in a lump sum within 21⁄2
months of the end of the Plan Year.


 


V.                                    ACCOUNTS AND INVESTMENTS.


 


5.1.          Valuation of Accounts.  The Administrator shall establish a
Supplemental ERP Account and a Supplemental ESP Account for each Participant
who has been credited with a Supplemental ERP Amount or Supplemental ESP
Amount, respectively.  Such Accounts
shall be credited with a Participant’s Supplemental Benefit Amounts as set
forth in Sections 4.4.  As of each
Valuation Date, the Participant’s Accounts shall be adjusted upward or downward
to reflect:


 


(a)                                  the
interest earnings or investment return to be credited as of such Valuation Date
pursuant to Section 5.3 below,


 


(b)                                 the
amount of distributions, if any, to be debited as of that Valuation Date under Article VI.


 


5.2.          Earnings and Investments.


 


(a)                                  Supplemental Benefit Relating to the ERP.  Supplemental ERP Accounts shall be credited
with interest annually.  Such interest
credit shall mirror the interest credit on Cash Balance Accounts (as defined by
the terms of the ERP) under the ERP.  For each Plan Year, the amount credited to the
Eligible Employee’s Supplemental ERP Account shall be determined by
multiplying the balance of such Supplemental ERP 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.


 


(b)                                 Supplemental Benefit Relating to the ESP.  Each Participant generally may direct the
manner in which his or her Supplemental ESP Amounts, if any, shall be deemed
invested in and among the Investment Funds; provided, however, that each
investment election made by a Participant shall, notwithstanding anything to
the contrary in the Plan, be strictly subject to the consent of the
Administrator which, in its sole discretion, may elect to honor the Participant’s
request or have the Supplement ESP 


 


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Account deemed invested in another
manner.  Such deemed investment election
shall be made in accordance with such procedures as the Administrator shall
establish and any such election shall be made in whole percentages.  The investment authority shall remain at all
times with the Administrator.  The
selection of Investment Funds by a Participant shall be for the sole purpose of
determining the rate of return to be credited to his or her Supplement ESP
Account and shall not be treated or interpreted in any manner whatsoever as a
requirement or direction to actually invest assets in any Investment Fund or
any other investment media.


 


5.3.          Crediting of Interest and Investment Return.


 


(a)                                  Supplemental ERP Account. As provided
for in Section 5.2(a) above, interest shall be credited, on the last
day of each Plan Year, to the Supplemental ERP Account of each Participant who
had a Supplemental ERP Account as of the first day of such Plan Year.  A Participant’s Supplemental ERP Account
shall continue to be credited with such interest credits until the date on
which the Participant’s Accounts are paid out in accordance with Article VI.


 


If the date on which the Participant’s Accounts are paid 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 payment date.


 


(b)                                 Supplemental ESP Account.  Each Participant’s Supplemental ESP Account
shall be credited on each Valuation Date with his or her allocable share of
investment gains or losses of each Investment Fund in which his or her
Supplemental ESP Amounts, if any, are hypothetically invested.  The Administrator shall adopt a protocol for
allocating the deemed investment gains and losses similar to that used in the
ESP.


 


5.4.          Changing Investment Fund Options for the Supplemental
ESP Account.  A
Participant may, as provided by the Administrator, make a new election with
respect to the hypothetical Investments Funds in which his or her Supplemental
ESP Amounts, if any, shall be deemed invested in the future.  Any such election shall be made in the form
specified by the Administrator.


 


VI.                                PAYMENT OF BENEFITS.


 


6.1.          Distribution Upon Termination of Employment For Any
Reason Other Than Death.


 


(a)                                  General Rule.  If a Participant terminates employment
with the Company and/or an Affiliate for any reason other than death, the
vested portion of the Participant’s Accounts shall be paid in a lump sum
payment no later 


 


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than thirty (30) days following the date
which is six months after such Participant’s termination of employment.


 


(b)           Continuity of Service in a Different Form.  Whether a Participant has incurred a
termination of employment in various situations is a facts and circumstances
analysis.  Treasury Regulation Section 1.409A-1(h) contemplates
that certain transfers of employment or reclassifications of employment status
or reclassifications to an independent contractor status will not be deemed to
be a termination of employment under Code Section 409A so long as the
qualifications regarding the new arrangement meet the parameters provided for
in the guidance.  To the extent
consistent with any guidance issued under Code Section 409A, the Company
intends that in the event a Participant


 


(i)                                   transfers
employment from the Company to an Affiliate whom is also participating in this
Plan and, if applicable, subsequently transfers employment from the
participating Affiliate back to the Company, such transfer of employment shall not be viewed as a termination of
employment for purposes of the Plan but instead shall be deemed a continuation
of employment; or


 


(ii)                                is
reclassified in status to an independent contractor and employed by the Company
or an Affiliate in such capacity, such reclassification, to the extent it meets
the parameters under any Code Section 409A guidance governing whether a
termination of employment has occurred in this situation, shall not be viewed as
a termination of employment for purposes of the Plan but instead shall be
deemed a continuation of employment.


 


6.2.          Distribution Upon Death.  If a Participant dies prior to commencement
of payment of his or her Accounts, the Participant’s Beneficiary shall receive
a survivor benefit in an amount equal to the vested portion of the Participant’s
Accounts to be paid in a single lump sum no later than thirty (30) days
following the date of the Participant’s death.


 


6.3.          Form of Payment and Withholding.  All payments under the Plan shall be made in
cash and are subject to the withholding of all applicable federal, state and
local and foreign governmental taxes.


 


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VII.         ADMINISTRATION.


 


7.1.          Authority of Administrator.  The Administrator shall have full power and
authority to carry out the terms of the Plan. 
The Administrator may establish such rules and regulations as it
may consider necessary or desirable for the effective and efficient
administration of the Plan.  The
Administrator’s interpretation, construction and administration of the Plan,
including any adjustment of the amount or recipient of the payments to be made,
shall be binding and conclusive on all persons for all purposes.  None of the Company, the Administrator, the
Board or the Committee, or any employee, director or member thereof, shall be
liable to any person for any action taken or omitted in connection with the
interpretation, construction and administration of the Plan.


 


7.2.          Participant’s Duty to Furnish Information.  Each Participant shall furnish to the
Administrator such information as it may from time to time request for the
purpose of the proper administration of this Plan.


 


7.3.          Interested Employee of Administrator.  If any employee serving as Administrator is
also a Participant in the Plan, he or she may not decide or determine any
matter or question concerning his or her benefits unless such decision or
determination could be made by him or her under the Plan if he or she were not
the Administrator.


 


7.4.          Indemnification.  No person (including any present or
former employee of the Administrator, and any present or former officer or
employee of the Company or any Affiliate) shall be personally liable for any
act done or omitted to be done in good faith in the administration of the
Plan.  Each present or former officer or
employee of the Company or any Affiliate to whom the Administrator has
delegated any portion of its responsibilities under the Plan and each present
or former employee serving as Administrator shall be indemnified and saved
harmless by the Company (to the extent not indemnified or saved harmless under
any liability insurance or other indemnification arrangement with respect to
the Plan) from and against any an all claims of liability to which they are
subjected by reason of any act done or omitted to be done in good faith in
connection with the administration of the Plan, including all expenses
reasonably incurred in their defense if the Company fails to provide such
defense.  No individual serving as the
Administrator shall be liable for any act or omission of any other employee
serving as Administrator, nor for any act or omission upon his or her own part,
excepting his or her own willful misconduct or gross neglect.


 


7.5.          Claims Procedure.


 


(a)           Claims
for benefits under the Plan shall be made in writing to the Administrator or
its duly authorized delegate.  If the
Administrator or such delegate wholly or partially denies a claim for benefits,
the Administrator or, if applicable, its delegate shall, within a reasonable
period of time, but 


 


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no later than ninety (90) days after receipt
of the claim, notify the claimant in writing or electronically of the adverse
benefit determination.  Notice of an
adverse benefit determination shall be written in a manner calculated to be
understood by the claimant and shall contain:


 


(i)            the specific reason or reasons for the
adverse benefit determination,


 


(ii)           a specific reference to the pertinent Plan
provisions upon which the adverse benefit determination is based,


 


(iii)          a description of any additional material or
information necessary for the claimant to perfect the claim, together with an
explanation of why such material or information is necessary, and


 


(iv)          an explanation of the Plan’s review procedure
and the time limits applicable to such procedure including a statement of the claimant’s right to bring a
civil action under section 502(a) of ERISA following an adverse benefit
determination.


 


If the Administrator or its delegate determines that an extension of
time is necessary for processing the claim, the Administrator or its delegate
shall notify the claimant in writing of such extension, the special
circumstances requiring the extension and the date by which the Administrator
expects to render the benefit determination. 
In no event shall the extension exceed a period of ninety (90) days from
the end of the initial ninety (90) day period. 
If notice of the denial of a claim is not furnished in accordance with
this paragraph (a) within ninety (90) days after the Administrator or its
duly authorized delegate receives it (or within one hundred and eighty (180)
days after such receipt if the Administrator or its delegate determines an
extension is necessary), the claim shall be deemed denied and the claimant
shall be permitted to proceed to the review stage described in paragraph (b) below.


 


(b)           Within sixty (60) days
after the claimant receives the written or electronic notice of an adverse
benefit determination, or the date the claim is deemed denied pursuant to
paragraph (a) above, or such later time as shall be deemed reasonable in
the sole discretion of the Administrator taking into account the nature of the
benefit subject to the claim and other attendant circumstances, the claimant
may file a written request with the Administrator that it conduct a full and
fair review of the adverse benefit determination, including the holding of a
hearing, if deemed necessary by the Administrator.  In connection with the claimant’s appeal of
the adverse benefit determination, the claimant may review pertinent documents
and may submit issues and comments in writing. 
The Administrator shall render a decision on the appeal promptly, but
not later than sixty (60) days 


 


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after the receipt of the claimant’s request
for review, unless special circumstances (such as the need to hold a hearing,
if necessary) require an extension of time for processing, in which case the
sixty (60) day period may be extended to one hundred and twenty (120)
days.  The Administrator shall notify the
claimant in writing of any such extension, the special circumstances requiring
the extension, and the date by which the Administrator expects to render the
determination on review.  The claimant
shall be notified of the Administrator’s decision in writing or
electronically.  In the case of an
adverse determination, such notice shall:


 


(i)            include specific reasons for the adverse
determination,


 


(ii)           be written in a manner calculated to be
understood by the claimant,


 


(iii)          contain specific references to the pertinent
Plan provisions upon which the benefit determination is based,


 


(iv)          contain a statement that the claimant is
entitled to receive upon request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to the
claimant’s claim for benefits, and


 


(v)           contain a statement of the claimant’s right
to bring an action under section 502(a) of ERISA.


 


VIII.        AMENDMENT AND TERMINATION.


 


The Committee may amend or terminate the Plan at any time; provided,
however, that no such amendment or termination shall have a material adverse effect
on any Participant’s rights under the Plan accrued as of the date of such
amendment or termination without such Participant’s written consent.


 


IX.           MISCELLANEOUS.


 


9.1.          No Implied Rights; Rights on Termination of Service.  Neither the establishment of the Plan nor any
amendment thereof shall be construed as giving any Participant, Beneficiary or
any other person, individually or as a employee of a group, any legal or
equitable right unless such right shall be specifically provided for in the
Plan or conferred by specific action of the Committee or the Administrator in
accordance with the terms and provisions of the Plan.  Except as expressly provided in this Plan,
neither the Company nor any of its Affiliates shall be required or be liable to
make any payment under the Plan.


 


9.2.          No Employment Rights.  Nothing herein shall constitute a contract of
employment or of continuing service or in any manner obligate the Company or 


 


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any Affiliate to continue the services of any
Participant, or obligate any Participant to continue in the service of the
Company or Affiliate, or as a limitation of the right of the Company or
Affiliates to discharge any of their employees, with or without cause.


 


9.3.          Unfunded Plan.  Nothing herein contained shall require or be
deemed to require the Company to segregate, earmark or otherwise set aside any
funds or other assets to provide for any payments made hereunder. Benefits
hereunder shall be paid from assets which shall continue, for all purposes, to
be part of the general, unrestricted assets of the Company and its
Affiliates.  The obligations of the
Company hereunder shall be an unfunded and unsecured promise to pay money in
the future.  However, the Company may
establish one or more trusts to assist in meeting its obligations under the
Plan, the assets of which shall be subject to the claims of the Company’s
general creditors.  No current or former
Participant, Beneficiary or other person, individually or as a employee of a group,
shall have any right, title or interest in any account, fund, grantor trust, or
any asset that may be acquired by the Company in respect of its obligations
under the Plan (other than as a general creditor of the Company with an
unsecured claim against its general assets).


 


9.4.          Nontransferability.  Prior to payment thereof, no benefit
under the Plan shall be assignable or subject to any manner of alienation,
sale, transfer, claims of creditors, pledge, attachment or encumbrances of any
kind.


 


9.5.          Successors and Assigns.  The rights, privileges, benefits and
obligations under the Plan are intended to be, and shall be treated as legal
obligations of and binding upon the Company, its successors and assigns,
including successors by merger, consolidation, reorganization or otherwise.


 


9.6.          Payment with Respect to Incapacitated Persons.  Any amounts payable hereunder to any person
who is a minor or under a legal disability, as determined under applicable
state law, or who is unable to manage properly his or her financial affairs may
be paid (a) to the legal representative of such person, (b) to anyone
acting as the person’s agent under a durable power of attorney, (c) to an
adult relative or friend of the person or (d) to anyone with whom the
person is residing.  Any payment of a
benefit made in accordance with the provisions of this section shall be a
complete discharge of any liability for the making of such payment under the
Plan.  The Administrator’s reliance on
the written power of attorney or other instrument of agency governing a
relationship between the person entitled to benefit the person to whom the
Administrator directs payment of the benefit shall be fully protected at least
to the same extent as though the Administrator had dealt directly with the
person entitled to the benefit as a fully competent person.  In the absence of actual knowledge to the
contrary, the Administrator may assume that the instrument of agency was
validly executed, that the person was competent at the time of execution and that
at the time of reliance, the agency had not been terminated or amended.


 


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9.7.          Arbitration.  Any controversy or claim arising out of or
relating to this Plan, or breach hereof, shall be settled by arbitration in the
City of Ames in accordance with the laws of the State of Iowa with an
arbitrator appointed by the Company.  The
arbitration shall be conducted in accordance with the rules of the
American Arbitration Association, except with respect to the selection of an
arbitrator.  The arbitrator’s
determination shall be final and binding upon all parties and judgment upon the
award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.


 


9.8.          Gender and Number.  Except when otherwise indicated by the
context, words in the masculine gender shall include the feminine and neuter
genders, the plural shall include the singular, and the singular shall include
the plural.


 


9.9.          Headings.  The headings of the various Articles and
Sections in the Plan are solely for convenience and shall not be relied upon in
construing any provisions hereof.  Any
reference to a Section shall refer to a Section of the Plan unless
specified otherwise.


 


9.10.        Severability.  Whenever possible, each provision of the Plan
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of the Plan is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, and the Plan shall be reformed,
construed and enforced in such jurisdiction so as to best give effect to the
intent of the Company under the Plan.


 


9.11.        Effect on Other Employee Benefit Plans.  Any benefit paid or payable under this Plan
shall not be included in a Participant’s compensation for purposes of computing
benefits under any employee benefit plan maintained or contributed by the
Company or any Affiliate except as may otherwise be required under the specific
terms of such employee benefit plan.


 


9.12.        Non-U.S. Participants.  With respect to any Affiliate which employs
Participants who reside outside the United States, and notwithstanding anything
herein to the contrary, the Administrator may, in its sole discretion, amend
the terms of the Plan in order to conform such terms with the requirements of
local law or to meet the objectives of the Plan, and may, where appropriate,
establish one or more sub-plans to reflect such amended provisions.


 


9.13.        Applicable Law.  This Plan is established under and will be
construed according to the laws of the State of Iowa, to the extent not
preempted by the laws of the United States.


 


*              *              *


 


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IN WITNESS WHEREOF,
the undersigned has caused this Plan to be executed this 15th day
of December, 2008.


 


 


	
   

  	
  SAUER-DANFOSS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald Hanson

  
	
   

  	
  Its: 

  	
  Vice President, Human Resources

  



 


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