Exhibit 10.1(t)


 





 


 


Employment
Agreement

for Henrik Krabsen


 


Sauer-Danfoss Inc.


December 31, 2008


 

















 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (this “Agreement”) is made as of the
31st day of December, 2008 (the “Effective Date”), by and between Sauer-Danfoss
Inc. (the “Company”) and Henrik Krabsen (the “Executive”).  The existing Employment Agreement between the
Company and the Executive dated December 1, 2002 shall terminate by mutual
agreement as of December 30, 2008 and will be replaced, in its entirety by
this Agreement.


 


WHEREAS, the Company desires to provide for the continued employment of the Executive on the terms
and conditions set forth herein, in the best interest of the Company and its
constituencies; and


 


WHEREAS, the Executive desires to continue to be employed by the Company as provided
herein; and


 


NOW, THEREFORE, in consideration of the premises and
the respective covenants, promises and agreements of the parties herein
contained, the parties agree as follows:


 


1.             Employment.  The Company agrees to continue to
employ the Executive and the Executive agrees to continue
to be employed on a
full-time basis by the Company for the period and upon the terms and conditions
specified herein.


 


2.             Term; Employment
Period.  The term of this Agreement
(the “Term”) shall begin on the Effective Date and continue until terminated
according to Section 6 of this Agreement. 
The period during which the Executive is employed by the Company is
referred to as the “Employment Period.” 
The date on which the termination of the Executive’s employment becomes
effective is referred to as the “Termination Date”.


 


3.             Position and
Duties.  During the Employment
Period, the Executive shall serve as Executive Vice President and President,
Work Function Division of the Company and shall have such responsibilities,
duties and authority as set forth in the Bylaws of the Company and such
additional responsibilities, duties and authority as the Company’s President
and Chief Executive Officer or the Company’s Board of Directors (the “Board”)
shall determine from time to time. 
During the Employment Period, the Executive shall report to the Company’s
President and Chief Executive Officer or designee.  The Executive shall fully comply with the
Company’s Worldwide Code of Legal and Ethical Business Conduct as in effect
from time to time, or any successor or similar Code.  The Executive shall devote substantially all
his working time and efforts to the business and affairs of the Company and
shall use his best efforts to carry out his responsibilities faithfully and
efficiently in a professional and ethical manner.  Notwithstanding the foregoing, it is
understood that during the Employment Period, subject to any conflict of
interest policies of the Company and Section 9, the Executive may (a) serve
in any capacity with any civic, charitable, educational or professional
organization provided that such service does not materially interfere with his
duties and 


 


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responsibilities to the
Company, (b) make and manage personal investments of his choice, and (c) with
the prior consent of the Company’s President and Chief Executive Officer, which
shall not be unreasonably withheld, serve on the board of directors of one (1) for-profit
business enterprise.  The Executive may
serve from time to time as a director and/or member of a committee of the
Company and/or as a director and/or member of a committee and/or officer of one
or more subsidiaries or related or affiliated companies or joint ventures of
the Company.  The Executive agrees to
fulfill his duties as such director, member of committee or officer without
additional compensation other than the compensation provided for in this
Agreement.


 


4.             Place of
Performance.  During the Employment
Period, the Executive’s place of performance of his services shall be at the
Company’s Easley, South Carolina USA offices, except for required travel by the
Executive on the Company’s business or as may be reasonably required by the
Company.


 


5.             Compensation and
Benefits.


 


(a)           Salary.  During the Employment Period, the Company
shall pay to the Executive an initial annual base salary of Three Hundred
Twelve Thousand Dollars ($312,000) on an annualized basis (as the same may be
increased from time to time, the “Base Salary”), such salary to be paid in
periodic installments in accordance with the Company’s payroll practices as in
effect from time to time.  The Base
Salary shall be reviewed annually by the Compensation Committee of the Board
and may be increased from time to time in accordance with normal business
practices of the Company and, if so increased, shall not thereafter be
reduced.  Notwithstanding the foregoing,
the Base Salary may be reduced at any time and from time to time as part of
across-the-board reductions applied similarly to all of the Company’s senior
executives.  All payments of Base Salary
or other compensation hereunder shall be less such deductions or withholdings
as are required by applicable law and regulations.


 


(b)           Annual Incentive.  During the Employment Period, the Executive
shall be eligible to earn an annual incentive under the Company’s 2006 Omnibus
Incentive Plan, or a successor plan thereto, as in effect from time to time
(the “Incentive Plan”), subject to achievement of performance goals determined
in accordance with the terms of the Incentive Plan (such annual incentive
referred to herein as the “Annual Incentive”).    Except as otherwise specifically provided
in this Agreement, the Executive shall only be eligible to receive the Annual
Incentive if the Executive is employed by the Company through the last day of
the fiscal year for which the Annual Incentive is to be paid.  The actual amount of any Annual Incentive and
the timing for payment shall be determined by and in accordance with the terms
of the Incentive Plan.


 


(c)           Expenses.  During the Employment Period, the Company
shall promptly reimburse the Executive for all reasonable out-of-pocket
expenses actually incurred by the Executive in connection with the business of
the Company and the performance of his duties under this Agreement in
accordance with the terms of the Company’s policies and upon presentation of
expense statements or vouchers or such other supporting information as the
Company may customarily require of its senior executives; provided 


 


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however, in no event
shall any such reimbursement be provided later than December 31 of the
calendar year following the calendar year in which such business expense was incurred.


 


(d)           Benefit Plans.  During the Employment Period, the Executive
shall be entitled to participate in all of the employee benefit plans, long
term incentive plans, retirement plans, programs, agreements and arrangements
provided to senior executives of the Company, as such are in effect, subject to
the eligibility requirements and terms and conditions of such plans, programs,
agreements and arrangements.  The Company
reserves the right, in its sole discretion, to adopt, modify, amend or
terminate such plans, programs, agreements and arrangements at any time.


 


(e)           Perquisites.  During the Employment Period, the Executive
shall be entitled to participate in those perquisites provided to senior
executives of the Company, as such are in effect, subject to the eligibility,
payment requirements and other terms and conditions of such perquisites, as
outlined in the underlying Company policy. 
The Company reserves the right, in its sole discretion, to adopt,
modify, amend or terminate such perquisites at any time.


 


(f)            Vacations.  During the Employment Period, the Executive
shall be entitled to paid vacation time, paid holidays and personal days,
determined in accordance with the Company’s policy with respect to its senior
executives, as such are in effect, it being understood that the Executive shall
be entitled to not less than four weeks’ paid vacation in any 12-month period
during the Employment Period.


 


6.             Termination of
Employment.


 


(a)           Accrued Benefits.  In the event of the termination of the
Executive’s employment hereunder for any reason, the Executive (or his estate
or representative, as applicable) shall be entitled to receive any Base Salary,
Annual Incentive, vacation time and expenses that have in each case accrued but
are unpaid as of the Termination Date as well as any post-termination benefits
to which he may be entitled according to the Company’s retirement, insurance
and other benefit plans, programs and arrangements as in effect immediately
prior to the Termination Date, other than medical benefit plans (the “Accrued
Benefits”).  Accrued Benefits will be
paid in accordance with the underlying plan or policy.  If no underlying plan or policy exists for a
particular component of the Accrued Benefits, such component will be paid no
later than sixty (60) days following the Termination Date.


 


(b)           Retirement.  The Executive’s employment shall terminate as
of the date of his Retirement (as defined in the retirement benefit plan in
effect immediately prior to such Retirement). 
Upon the termination of the Executive’s employment because of his
Retirement, the Executive shall be entitled to receive the Accrued Benefits.


 


(c)           Death.  The Executive’s employment shall terminate as
of the date of his death.  Upon the
termination of the Executive’s employment because of his death, the 


 


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Executive’s estate or
representative, as the case may be, shall be entitled to receive the following:


 


(i)    the Accrued Benefits; and


 


(ii)   a lump sum payment in cash equal to one year’s
Base Salary as in effect on the Termination Date with such amount being payable
no later than thirty (30) days following the Termination Date; and


 


(iii)  a lump sum payment in cash
equal to the actual annual incentive compensation such Executive would have
received, if any, under the Incentive Plan for the fiscal year which includes
his Termination Date and assuming that the Executive had been employed through
the last day of such fiscal year, multiplied by a fraction (the numerator of which shall
be the number of whole months worked by the Executive during the Company’s
fiscal year in which the Termination Date occurs and the denominator of which
shall be the number 12) (the “Pro Rata Annual Incentive”).  The Pro Rata Annual Incentive shall be payable
in accordance with the terms of the relevant underlying Incentive Plan and at
the same time payments are made to other Company executives pursuant to such
Incentive Plan.


 


In addition, those
immediate family members who were participating in the Company’s medical
benefit plans as of the date of the Executive’s death shall continue to
participate in the Company’s medical benefit plans at active employee
contribution rates for the one-year period immediately following the date of
the Executive’s death.  Any continuing
medical coverage pursuant to this clause is intended to be exempt from Code Section 409A
to the extent permitted under Treasury Regulation §1.409A-1(B)(9)(v)(B) or
§1.409A-3(I)(1)(iv)(B).  However, if it
is determined that the continuing medical coverage pursuant to this clause does
not qualify for exemption under Code Section 409A the medical coverage
will expire as of the date of the Employee’s death.  If the medical coverage expires early, as
provided in the previous sentence, the Company shall provide Executive’s
immediate family members with a lump sum cash payment equal to twelve (12)
times the then applicable monthly premium for the relevant medical plan which
the Executive participated in.  Such lump
sum payment amount, if any, will be paid no later than sixty (60) days after
the date on which such medical coverage expires.


 


(d)           Disability.  The Executive’s employment may be terminated
by the Company during the Employment Period if the Executive is incapable of
performing his principal duties because of physical or mental incapacity for a
period of 180 consecutive days in any 12-month period (“Disability”).  In the event that the Executive’s employment
is to be terminated by the Company for Disability:


 


(i)    this Agreement shall terminate on the date
specified in the notice of termination delivered to the Executive by the
Company; and


 


(ii)   the Executive shall as of such date resign
from all of his positions, duties and authorities hereunder.


 


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In the event of a
termination due to Disability, the Executive (or his representative, as
applicable) shall be entitled to receive the following:


 


(1) the Accrued Benefits; and


 


(2) the Pro Rata Annual Incentive as defined in Section 6(c)(iii) above.  The Pro Rata Annual Incentive shall be
payable in accordance with the terms of the relevant underlying Incentive Plan
and at the same time payments are made to other Company executives pursuant to
such Incentive Plan; and


 


 (3) a lump
sum payment in cash equal to one year’s Base Salary as in effect on the
Termination Date (the “Disability Payment”). 
The Disability Payment shall be payable on the seven month anniversary
of such termination.


 


In addition, the
disabled Executive shall be eligible for the continuation of medical benefit
plans at the levels in effect as of the Termination Date, at no additional cost
to the Executive than that which was in effect as of the Termination Date, for
the one-year period immediately following the Termination Date; provided,
however, that such medical benefits shall be reduced to the extent
comparable medical benefits are made available to the Executive from a
successor employer, and the Executive shall be obligated to report such
benefits to the Company.  Any continuing
medical coverage pursuant to this clause is intended to be exempt from Code Section 409A
to the extent permitted under Treasury Regulation §1.409A-1(B)(9)(v)(B) or
§1.409A-3(I)(1)(iv)(B).  However, if it
is determined that the continuing medical coverage pursuant to this clause does
not qualify for exemption under Code Section 409A the medical coverage
will expire as of the Termination Date. 
If the medical coverage expires early, as provided in the previous
sentence, the Company shall provide Executive with a lump sum cash payment
equal to twelve (12) times the then applicable monthly premium for the relevant
medical plan which the Executive participated in.  Such lump sum payment amount, if any, will be
paid no later than sixty (60) days after the date on which such medical
coverage expires.


 


It is acknowledged
and agreed by the Executive that he shall be precluded from terminating his
employment for Good Reason in the event that his employment is terminated under
this Section 6(d).


 


(e)           For Cause;
Without Good Reason.  The Executive’s
employment hereunder may be terminated during the Employment Period:


 


(i)    by the Company for Cause (as defined below);
or


 


(ii)   by the Executive without Good Reason (as
defined below).


 


In the event that
the Company terminates the Executive’s employment hereunder for Cause, the
Termination Date shall be the date specified in the notice of termination for
Cause delivered by the Company to the Executive.  In the event that the Executive terminates
his employment hereunder without Good Reason, the Termination Date shall be no
earlier than 30 days following the date on which a notice of termination is
delivered 


 


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by the Executive
to the Company.  In the event that the
Executive’s employment is terminated under this Section 6(e), the
Executive shall be entitled to the Accrued Benefits.


 


(f)            Without Cause;
For Good Reason. The Executive’s employment may be terminated during the
Employment Period:


 


(i)    by the Company without Cause; or


 


(ii)   by the Executive for Good Reason.


 


In the event that
the Executive’s employment is terminated under this Section 6(f) (whether
by the Company or by the Executive), the Termination Date shall be no earlier
than 30 days following the date on which a notice of termination is delivered
by one party to the other.  In the event
that the Executive’s employment is terminated under this Section 6(f), the
Executive (or his estate or representative, as the case may be) shall be
entitled to receive:


 


(1) the Accrued Benefits; and


 


(2) executive level career outplacement services
by a mutually agreeable outplacement firm and paid for, as actually incurred by
Executive, by the Company.  The Executive
must commence the outplacement services no later than sixty (60) days following
his Termination Date and in no event shall such services be provided beyond December 31
of the second year following the year of termination or, if earlier, the first
acceptance by the Executive of an offer of employment; and


 


(3) the Pro Rata Annual Incentive as defined in Section 6(c)(iii) above.  The Pro Rata Annual Incentive shall be
payable in accordance with the terms of the relevant underlying Incentive Plan
and at the same time payments are made to other Company executives pursuant to
such Incentive Plan; and


 


(4) a lump sum payment in cash equal to the
Executive’s Base Salary and Target Incentive Opportunity as in effect on the
Termination Date multiplied by one and one/half (1.5) (the “Separation Payment”).  The Separation Payment shall be payable as
follows:


 


(A) an amount equal to
the least of the following:


 


(I) the Separation
Payment amount; or


 


(II) two (2) times the
Executive’s Base Salary as in effect on the Termination Date; or


 


(III) two (2) times
the annual compensation limit under Code Section 401(a)(17) (i.e.,
$460,000 for 2008)


 


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shall be paid to the Executive in a lump sum thirty
(30) days following Executive’s Termination Date; and


 


(B) the
remainder of the Separation Payment amount, if any, shall be paid to the
Executive in a lump sum on the seventh month anniversary of the Executive’s
Termination Date.


 


In addition, an
Executive whose employment is terminated under this Section 6(f) shall
be eligible for the continuation of medical plan benefits at the levels in
effect as of the Termination Date at no additional cost to the Executive than
that which was in effect as of the Termination Date for a period of one year; provided,
that such medical benefits shall be reduced to the extent comparable medical
benefits are made available to the Executive from a successor employer, and the
Executive shall be obligated to report such benefits to the Company.  Any continuing medical coverage pursuant to
this clause is intended to be exempt from Code Section 409A to the extent
permitted under Treasury Regulation §1.409A-1(B)(9)(v)(B) or
§1.409A-3(I)(1)(iv)(B).  However, if it
is determined that the continuing medical coverage pursuant to this clause does
not qualify for exemption under Code Section 409A the medical coverage
will expire as of the Termination Date. 
If the medical coverage expires early, as provided in the previous
sentence, the Company shall provide Executive with a lump sum cash payment
equal to twelve (12) times the then applicable monthly premium for the relevant
medical plan which the Executive participated in.  Such lump sum payment amount, if any, will be
paid no later than sixty (60) days after the date on which such medical coverage
expires.


 


(g)           Definition of “Cause”
and “Good Reason”.


 


For purposes of this Agreement, “Cause” means:


 


(i)            the willful failure of the Executive
to perform his material duties with the Company as provided in this Agreement,
and which failure is not cured (if capable of cure) within 15 days after
receipt by the Executive of written notice from the Company of such failure,
which notice identifies the manner in which the Executive has willfully failed
to perform;


 


(ii)           the engaging by the Executive in
willful conduct which is demonstrably injurious to the Company, monetarily or
otherwise;


 


(iii)          the conviction (treating a nolo
contendere plea as a conviction) of the Executive of any crime or offense
constituting a felony (whether or not any right to appeal has been or may be
exercised); or


 


(iv)          a failure by the Executive to comply
with any material provision of this Agreement, which failure is not cured (if
capable of cure) within 15 days after receipt by Executive of written notice
from the Company of such non-compliance by the Executive.


 


Termination of the Executive for Cause shall mean
termination by action of the Company’s Board of Directors, at a meeting duly
called and held upon at least 15 days’ 


 


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written notice to the Executive specifying the
particulars of the action or inaction alleged to constitute Cause and at which
meeting the Executive and his counsel were entitled to be present and given
adequate opportunity to be heard.  For
purposes of clauses (i) and (ii) of this definition, action or
inaction by the Executive shall not be considered “willful” unless done or
omitted by him (A) intentionally or not in good faith and (B) without
reasonable belief that his action or inaction was in the best interest of the
Company, and shall not include failure to act by reason of total or partial
incapacity due to physical or mental illness.


 


For purposes of this Agreement, “Good Reason” means
without the Executive’s written consent:


 


(i)        a material adverse
alteration in the nature or status of the Executive’s position, duties,
responsibilities or authority which is inconsistent with those in effect as of
the Effective Date;


 


(ii)       a material reduction in the Executive’s
Base Salary or level of employee benefits (other than across-the-board
reductions applied similarly to all of the Company’s senior executives);


 


(iii)      failure to pay or provide any of the
compensation set forth in this Agreement (except for an across-the-board
reduction of compensation applied similarly to all of the Company’s senior executives)
which is not cured within 15 days after receipt by the Company from the
Executive of written notice thereof;


 


(iv)      the relocation of the Executive’s
principal place of employment more than 50 miles from its location as of the
Effective Date except for required travel on the Company’s business; or


 


(v)       a failure by the Company to comply with
any material provision of this Agreement, which failure is not cured (if
capable of cure) within 15 days after receipt by the Company of written notice
from the Executive of such non-compliance by the Company.


 


Notwithstanding the foregoing, in order to terminate
employment for Good Reason, the Executive must provide notice of termination
within sixty (60) days of the event that he believes is providing him a Good
Reason termination.  Continuation of
employment without notice of termination during the sixty (60) day period
following such event shall constitute Executive’s acceptance of such event and
any changes stemming from such event and will make null and void the Executive’s
right to terminate for Good Reason with respect to such event.


 


(h)           Change in Control
Severance Provisions.  Section 7
provides for payment to the Executive if his employment is terminated for
certain reasons following a Change in Control as defined in Section 7.  The Executive acknowledges that in the event
he becomes entitled to the payment specified in Section 7(a), the payment
will be in lieu of any other payments to be made under the terms of this
Agreement.


 


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(i)            Release
Agreement.  Notwithstanding anything
to the contrary contained in this Section 6, the Executive shall be
required to execute the Company’s then current standard release agreement as a
condition to receiving any of the payments and benefits provided for in this Section 6
or Section 7 of this Agreement.  It
is acknowledged and agreed that the then current standard release agreement
shall not diminish or terminate the Executive’s rights under this Agreement
including, but not limited to, those specified in Sections 6(j), 8 and 22.


 


(j)            No Mitigation.  Upon termination of the Executive’s
employment with the Company, subject to the Executive’s affirmative obligations
under Section 6(d) and 6(f), the Executive shall be under no
obligation to seek other employment or otherwise mitigate the obligations of
the Company under this Agreement.


 


(k)           Definition of the
Company.  Whenever this Agreement
refers to the Executive’s employment with the Company, or the termination of
the Executive’s employment with the Company, the term “Company” shall include
Sauer-Danfoss Inc. and any of its subsidiaries or related or affiliated
companies or joint ventures that employ the Executive.  In addition, when used in Sections 9, 10, 11
and 12 of this Agreement, the term “Company” shall include Sauer-Danfoss Inc.
and any of its subsidiaries or related or affiliated companies or joint
ventures.


 


7.             Change in
Control.


 


(a)           Employment Terminations After a
Change in Control.  During the term
of this Agreement, in the event the Executive’s employment with the Company is
terminated within two years following a Change in Control (as such term is
defined in Section 7(b) herein), unless such termination is (i) by
the Company for Cause (as the term Cause is defined in Section 6(g) herein),
(ii) by reason of Death, Disability, or Retirement, or (iii) by the
Executive without Good Reason (as the term Good Reason is defined in Section 6(g) herein),
then in lieu of all other benefits provided to the Executive under the
provisions of this Agreement, the Company shall pay to the Executive and
provide him with the following:


 


(i)            The Accrued Benefits (in full
satisfaction for these amounts owed to the Executive).


 


(ii)           A lump sum payment in cash equal to
ten percent (10%) of the Executive’s Base Salary in effect on the Termination
Date in lieu of medical plan benefits. 
The Executive’s participation in these and all other medical benefits
shall cease upon the termination of Executive’s employment with the Company
under circumstances which entitle the Executive to the payments set forth in
this Section 7(a).  The lump sum
payment amount under this clause will be paid no later than sixty (60) days
after the date on which such medical coverage expires.  Any lump sum payment pursuant to this clause
is intended to be exempt from Code Section 409A to the extent permitted
under Treasury Regulation §1.409A-1(B)(9)(v)(B) or §1.409A-3(I)(1)(iv)(B).


 


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(iii)          The Pro Rata Annual Incentive as defined in Section 6(c)(iii) above.  The Pro Rata Annual Incentive shall be
payable in accordance with the terms of the relevant underlying Incentive Plan
and at the same time payments are made to other Company executives pursuant to
such Incentive Plan.  This payment will be in lieu of any other
payment to be made to the Executive under the Incentive Plan for the respective
plan year.


 


(iv)          A lump-sum payment in cash equal to
the Executive’s Base Salary and Target Incentive Opportunity in effect on the
Termination Date multiplied by one and a half (1.5) (the “CIC Separation
Payment”).  The CIC Separation Payment
shall be payable as follows


 


(A) an amount equal to
the least of the following:


 


(I) the CIC
Separation Payment amount; or


 


(II) two (2) times the
Executive’s Base Salary as in effect on the Termination Date;


 


(III) two (2) times
the annual compensation limit under Code Section 401(a)(17) (i.e.,
$460,000 for 2008)


 


shall be paid to the Executive in a lump sum thirty
(30) days following Executive’s Termination Date; and


 


(B) the
remainder of the CIC Separation Payment amount, if any, shall be paid to the
Executive in a lump sum on the seventh month anniversary of the Executive’s
Termination Date.


 


The parties agree that,
in the event of the termination of Executive’s employment with the Company
under circumstances which entitle the Executive to the payments set forth in
this Section 7(a), such payment and benefits (including an Excise Tax
Payment provided in Section 7(c) herein) shall be deemed to
constitute liquidated damages payable by the Company to the Executive in full
satisfaction of the Company’s obligations hereunder or otherwise, and the
Company agrees that the Executive shall not be required to mitigate his damages
by seeking other employment or otherwise.


 


In the event that the
Executive’s employment with the Company is terminated under circumstances which
entitle the Executive to the payments set forth in this Section 7(a) (whether
by the Company or by the Executive), the Termination Date shall be no earlier
than 30 days following the date on which a notice of termination is delivered
by one party to the other.


 


(b)           Definition of “Change in Control.”  “Change in Control” of the Company means, and
shall be deemed to have occurred upon any of the following events:


 


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(i)            Any person (other than those persons
in control of the Company as of the Effective Date, or other than a trustee or
other fiduciary holding securities under an employee benefit plan of the
Company, or a corporation or other entity owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company) becomes the beneficial owner, directly or
indirectly, of securities of the Company representing thirty percent (30%) or
more of the combined voting power of the Company’s then outstanding securities;
provided, however, that a Change in Control shall not result from (a) Danfoss
A/S, as defined below, acquiring securities of the Company from the Murmann
Group, as such term is defined below, either directly, or indirectly by
acquiring voting control of Danfoss Murmann Holding A/S or its successor; or (b) the
Murmann Group acquiring securities of the Company from Danfoss A/S either
directly, or indirectly by acquiring voting control of Danfoss Murmann Holding
A/S or its successor; or


 


(ii)           During any period of two (2) consecutive
years (not including any period prior to the Effective Date), individuals who
at the beginning of such period constitute the Board (and any new Director,
whose election by the Company’s stockholders was approved by a vote of at least
two-thirds (2/3) of the Directors then still in office who either were
Directors at the beginning of the period or whose election or nomination for
election was so approved), cease for any reason to constitute a majority
thereof; or


 


(iii)          The consummation of: (A) a plan
of complete liquidation of the Company; or (B) the sale or disposition of
all or substantially all the Company’s assets; or (C) a merger,
consolidation, or reorganization of the Company with or involving any other
corporation, other than a merger, consolidation, or reorganization that would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty
percent (50%) of the combined voting power of the voting securities of the
Company (or such surviving entity) outstanding immediately after such merger,
consolidation, or reorganization.


 


However, in no event
shall a “Change in Control” be deemed to have occurred with respect to the
Executive, if the Executive is part of a purchasing group which consummates the
Change in Control transaction. The Executive shall be deemed “part of a
purchasing group” for purposes of the preceding sentence if the Executive is an
equity participant in the purchasing company or group (except for (i) passive
ownership of less than one percent (1%) of the stock of the purchasing company;
or (ii) ownership of equity participation in the purchasing company or
group which is otherwise not significant as determined prior to the Change in
Control by a majority of the nonemployee continuing Directors).


 


For purposes of (b)(i) of
this Section 7, (A) Danfoss A/S shall be deemed to mean any one or
more of  Danfoss A/S, any of its
subsidiaries or related or affiliated companies or 


 


12

















 


joint ventures, or any
successor of the foregoing; and (B) the Murmann Group shall be deemed to
mean any one or more of (i) Klaus Murmann, (ii) any member of his
immediate family, (iii) any entity a majority of the voting interests of
which are owned, directly or indirectly, by Klaus Murmann and/or any member or
members of his immediate family, or (iv) trust, a majority of which is
owned by, or a majority of the beneficiaries of which consist of, directly or indirectly,
Klaus Murmann, and/or any member or members of his immediate family.


 


(c)           Excise Tax Payment.  In the event that
any portion of the severance benefits or any other payment under this Agreement
or under any other agreement with or plan of the Company (in the aggregate “Total
Payments”) would constitute an “Excess Parachute Payment,” such that an “Excise
Tax” is due, the Company shall provide to the Executive, in cash, an additional
lump sum payment in an amount to cover the full cost of the excise tax and the
Executive’s state and federal income and employment taxes on this excise tax
payment (and to cover the resulting excise and income and employment taxes
resulting from such payment, and so on). For this purpose, the Executive shall
be deemed to be in the highest marginal tax rate. The lump sum payment amount under this clause
will be on the later of:


 


(i) sixty
(60) days after written notification from the Executive that such Excise Tax is
due; or


 


(ii) the
seven month anniversary following the Executive’s Termination Date.


 


For purposes of this
Agreement, the terms “Excise Tax” and “Excess Parachute Payment” shall have the
meanings assigned to such terms in Sections 280G and 4999 of the Internal
Revenue Code of 1986, as amended.


 


(d)           Subsequent Recalculation.  In the event the Internal Revenue Service
subsequently adjusts the excise tax computation herein described, the Company
shall reimburse the Executive for the full amount necessary to make the
Executive whole (less any amounts received by the Executive that the Executive
would not have received had the computations initially been computed as
subsequently adjusted), including the value of any underpaid excise tax, and
any related interest and/or penalties due to the Internal Revenue Service.


 


8.             Indemnification.  In addition to any rights to indemnification
to which the Executive is entitled under the Company’s Restated Certificate of
Incorporation or Bylaws, agreement with the Company, vote of stockholders or
disinterested directors or otherwise, the Company shall indemnify the Executive
at all times during and after the Employment Period to the maximum extent
permitted under the Delaware Business Corporation Act or any successor
provision thereof, and any and all applicable state law of the State of
Delaware, and shall pay the Executive’s expenses (including reasonable
attorneys’ fees and expenses, which shall be paid in advance by the Company as
incurred, subject to recoupment in accordance with applicable law) in defending
any civil action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding to 


 


13

















 


the maximum extent
permitted under such applicable state laws for the Executive’s action or
inaction on behalf of the Company under the terms of this Agreement.  The provisions of this Section 8 shall
survive the termination of the Executive’s employment or the termination of the
other provisions of this Agreement.


 


9.             Covenant Not to
Compete.  Without the consent of the
Company, the Executive shall not, directly or indirectly, anywhere in the
world, at any time during the Employment Period and for a period of eighteen
(18) months following the termination of Executive’s employment with the
Company for any reason, be associated or in any way connected as an owner,
investor, partner, director, officer, employee, agent, or consultant with any
business entity directly engaged in the manufacture and/or sale of products
competitive with any material product or product lines of the Company;
provided, however, that the Executive shall not be deemed to have breached this
undertaking if his sole relation with such entity consists of his holding,
directly or indirectly, an equity interest in such entity not greater than two
percent (2%) of such entity’s outstanding equity interest, and the class of
equity in which the Executive holds an interest is listed and traded on a
broadly recognized national or regional securities exchange.  For purposes hereof, the term “material product
or product line of the Company” shall mean any product or product line of the
Company, the aggregate gross sales of which during any calendar year during the
five (5) year period preceding the Executive’s undertaking such
association with such a competitor were at least $10 million.


 


The Executive
acknowledges that: (a) the services to be performed by him under this
Agreement are of a special, unique, unusual, extraordinary, and intellectual
character; (b) the business of the Company is worldwide in scope and its
products are marketed throughout the world; (c) the Company competes with
other businesses that are or could be located in any part of the world; and (d) the
provisions of this Section 9 are reasonable and necessary to protect the
Company’s business.


 


If any covenant in this Section 9
is held to be unreasonable, arbitrary, or against public policy, such covenant
will be considered to be divisible with respect to scope, time, and geographic
area, and such lesser scope, time, or geographic area, or all of them, as a
court of competent jurisdiction may determine to be reasonable, not arbitrary,
and not against public policy, will be effective, binding, and enforceable
against the Executive.


 


The period of time
applicable to any covenant in this Section 9 will be extended by the
duration of any violation by the Executive of such covenant.


 


The Executive will, while
the covenants under this Section 9 are in effect, give notice to the
Company, within ten days after accepting any other employment, of the identity
of the Executive’s employer.  The Company
may notify such employer that the Executive is bound by this Agreement and, at
the Company’s election, furnish such employer with a copy of this Agreement or
relevant portions thereof.


 


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10.           Disclosure of
Confidential Information.  Without
the consent of the Company, the Executive shall not disclose to any other
person Confidential Information (as defined below) concerning the Company or
the Company’s trade secrets of which the Executive has gained knowledge during
his employment with the Company.  Any
trade secrets of the Company or any of its subsidiaries or related or
affiliated companies or joint ventures will be entitled to all of the
protections and benefits under the Iowa Code Annotated Section 550.1
through 550.8 and any other applicable law. 
If any information that the Company deems to be a trade secret is found
by a court of competent jurisdiction not to be a trade secret for purposes of
this Agreement, such information will, nevertheless, be considered Confidential
Information for purposes of this Agreement. 
The Executive hereby waives any requirement that the Company submit
proof of the economic value of any trade secret or post a bond or other security.  None of the foregoing obligations and
restrictions apply to any part of the Confidential Information that the
Executive demonstrates was or became generally available to the public other
than as a result of a disclosure by the Executive.


 


The Executive will not
remove from the premises of the Company (except to the extent such removal is
for purposes of the performance of the Executive’s duties at home or while
traveling, or except as otherwise specifically authorized by the Company), any
document, record, notebook, plan, model, component, device, or computer
software or code, whether embodied in a disk or in any other form, that
contains Confidential Information (collectively, the “Proprietary Items”).  The Executive recognizes that, as between the
Company and the Executive, all of the Proprietary Items, whether or not
developed by the Executive, are the exclusive property of the Company.  Upon termination of this Agreement by either
party, or upon the request of the Company during the Employment Period, the
Executive will return to the Company all of the Proprietary Items in the
Executive’s possession or subject to the Executive’s control, and the Executive
shall not retain any copies, abstracts, sketches, or other physical embodiment
of any of the Proprietary Items.


 


For purposes of this
Agreement, Confidential Information shall include any and all information
concerning the business and affairs of the Company, including, without
limitation, product specifications, data, know-how, formulae, compositions,
processes, designs, sketches, photographs, graphs, drawings, samples,
inventions and ideas, past, current, and planned research and development,
current and planned distribution methods and processes, customer lists, current
and anticipated customer requirements, price lists, market studies, business
plans, computer software and programs (including object code and source code),
computer software and database technologies, systems, structures, and
architectures (and related formulae, compositions, processes, improvements,
devices, know-how, inventions, discoveries, concepts, ideas, designs, methods
and information), historical financial statements, financial projections and
budgets, historical and projected sales, capital spending budgets and plans, the
names and backgrounds of key personnel, agents, personnel training and
techniques and materials, insurance products, premium structures, information
relating to suppliers and supplies, sales and marketing information and
strategy, notes, analysis, compilations, studies, summaries, and other material
prepared by or for the Company containing or based, in whole or in part, on any
information included in the foregoing, and any information, however documented,
that is 


 


15

















 


a trade secret within the meaning of the Iowa Code Annotated Section 550.1
through 550.8.


 


11.           Developments.  During the course of employment with the
Company, Executive may conceive enhancements to the products manufactured or
sold by the Company or may conceive new products which perform functions
similar to products manufactured or sold by the Company or may conceive other
new products related to the business of the Company or may develop ideas, plans
and opportunities.  Executive shall disclose
promptly and fully to the Company any and all ideas, business developments,
plans and opportunities, new products or systems, inventions, discoveries,
enhancements and improvements  (“Developments”),
whether or not patentable or subject to copyrights, conceived or made by
Executive during the Employment Period, during work hours or otherwise and on
the Company’s premises or otherwise. 
Employee recognizes that pursuant to this arrangement that the Company
may develop a new product that generates widespread market appeal.


 


Executive
agrees that all Developments shall be the sole property of the Company, and
Executive hereby assigns to the Company, without further compensation, all of
his right, title, and interest in and to such Developments and any and all
related patents, patent applications, copyrights, copyright applications,
trademarks, and trade names in the United States and elsewhere.  Executive shall assist the Company in
obtaining and enforcing patent, copyright, and any other forms of legal protection
for the Developments in any country. 
Upon request, Executive will sign all applications, assignments,
instruments and papers to perform all acts necessary or desired by the Company
to assign all such Developments completely to the Company and to enable the
Company, its successors, assigns and nominees, to secure and enjoy the full and
exclusive benefits and advantages thereof. 
Executive will not, at any time, either during the term of this
Agreement or thereafter, disclose to others, or use for his own benefit or the
benefit of others, any of the Developments. 
Executive agrees that the enhancement and development of all
Developments capable of copyright protection is “Work For Hire” within the
meaning of the Copyright Act of 1976. 
These obligations shall continue beyond the Termination Date with
respect to Developments, whether patentable or not, conceived or made by
Executive during his employment with the Company, and shall be binding upon
Executive’s assigns, personal representatives, administrators and other legal
representatives.


 


12.           Nonsolicitation.  Without the written consent of the Company,
the Executive shall not at any time during the Term and for a period of
eighteen (18) months following the termination of Executive’s employment with the
Company for any reason (a) employ or retain or arrange to have any other
person, firm, or other entity employ or retain or otherwise participate in the
employment or retention of any person who is an employee or consultant of the
Company; or (b) solicit or arrange to have any other person, firm, or
other entity solicit or otherwise participate in the solicitation of business
from any entity that was a customer of the Company at any time during the
Employment Period, whether or not the Executive had personal contact with such
customer.


 


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13.           Injunctive Relief
and Additional Remedy; Essential and Independent Covenants.


 


(a)           The Executive acknowledges that the
injury that would be suffered by the Company as a result of a breach of the
provisions of this Agreement (including, without limitation, any provision of
Sections 9, 10, 11,and 12) would be irreparable and that an award of monetary
damages to the Company for such a breach would be an inadequate remedy.  Consequently, the Company will have the right,
in addition to any other rights it may have, to obtain injunctive relief to
restrain any breach or threatened breach or otherwise to specifically enforce
any provision of this Agreement, and the Company will not be obligated to post
bond or other security in seeking such relief. 
Without limiting the Company’s rights under this Section 13 or any
other remedies of the Company, if the Executive breaches any of the provisions
of Sections 9, 10, 11 or 12, the Company will have the right to cease making
any payments otherwise due to the Executive under this Agreement.


 


(b)           The covenants by the Executive in
Sections 9, 10, 11 and 12 are essential elements of this Agreement, and without
the Executive’s agreement to comply with such covenants, the Company would not
have entered into this Agreement with the Executive.  The Company and the Executive have been
afforded the opportunity to consult their respective counsel and have been
advised, or had the opportunity to obtain advice, in all respects concerning
the reasonableness and propriety of such covenants (including, without
limitation, the time period of restriction and the geographical area of
restriction set forth in Section 9), with specific regard to the nature of
the business conducted by the Company and its subsidiaries and related or
affiliated companies or joint ventures. 
The Executive’s covenants in Sections 9, 10, 11 and 12 are independent
covenants and the existence of any claim by the Executive against the Company
under this Agreement or otherwise, will not excuse the Executive’s breach of
any covenant in Sections 9, 10, 11 or 12.


 


14.           Severability.  It is the desire and intent of the parties
that this Agreement shall be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement
is sought.  Accordingly, if any
particular provision or portion of this Agreement shall be adjudicated to be
invalid or unenforceable, this Agreement shall be deemed amended to delete
therefrom the portion thus adjudicated to be invalid or unenforceable, such
deletion to apply only with respect to the operation of such provision in the
particular jurisdiction in which such adjudication is made.


 


15.           Withholding.  Any other provision of this Agreement
notwithstanding, the Company may withhold from amounts payable under this
Agreement (a) all federal, state, local and foreign taxes and social
security taxes that are required to be withheld by applicable laws or regulations
as the Company shall determine in its sole discretion, and (b) other
ordinary and customary payroll deductions.


 


17

















 


16.           Notices.  All notices, requests, consents and other
communications provided for in this Agreement shall be in writing and shall be
given by hand delivery or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:


 


If to the Company:


 


Sauer-Danfoss Inc.


250 Parkway Drive


Lincolnshire, Illinois 61069


Attention: 
President


 


If to the Executive, to his residence address set forth on the records
of the Company, or to such other address as either party furnishes to the other
in writing in accordance with this Section 16.  All such notices shall be effective when
actually received by the addressee.


 


17.           Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware,
without regard to its conflicts of laws provisions, except to the extent that
the laws of the State of Iowa are made applicable for purposes of Section 10
of this Agreement.


 


18.           Assignment.  Neither this Agreement nor any rights or
duties hereunder may be assigned by the Executive without the prior written
consent of the Company.  The Company
shall have the right at any time to assign this Agreement to its successors and
assigns; provided, however, that the assignee or transferee is
the successor to all or substantially all of the business and assets of the
Company and such assignee or transferee expressly assumes all of the
obligations, duties and liabilities of the Company specified in this Agreement.


 


19.           Amendments.  Any alterations or amendments to this
Agreement shall only be in writing and signed by each party to this Agreement.


 


20.           Binding Effect.  Except as otherwise provided, this Agreement
shall be binding upon and shall inure to the benefit of the parties and their
respective legal representatives, heirs, successors and assigns.


 


21.           Execution in
Counterparts.  This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constituted one and the same
instrument.


 


22.           Arbitration.  Any dispute, controversy or question arising
under, out of, or relating to this Agreement (or the breach thereof), or, the
Executive’s employment with the Company or termination thereof, other than
those disputes relating to Executive’s alleged violations of Sections 9, 10, 11
and 12 of this Agreement, shall be referred for binding arbitration in Des
Moines, Iowa to a neutral arbitrator selected by the Executive and the Company
and this shall be the exclusive and sole means for resolving such dispute.  Such arbitration shall be conducted in
accordance with the National Rules for 


 


18

















 


Resolution of Employment
Disputes of the American Arbitration Association.  The arbitrator shall have the discretion to
award reasonable attorneys’ fees, costs and expenses to the prevailing party.  Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.  This Section 22 does not apply to any
action by the Company to enforce Sections 9, 10, 11 and 12 of this Agreement
and does not in any way restrict the Company’s rights under Section 13 of
this Agreement.


 


23.           Entire Agreement.  This Agreement sets forth the entire
agreement and understanding of the parties and supersedes all prior
understandings, agreements or representations by or between the parties,
whether written or oral, which relate in any way to the subject matter hereof,
except as expressly provided in Section 8 regarding indemnification
agreements.  Without limiting the
generality of the foregoing, all existing employment agreements, change in
control agreements and patent and confidential information agreements are
hereby terminated and of no further force or effect.


 


24.           Survivorship.  The provisions of this Agreement necessary to
carry out the intention of the parties as expressed herein shall survive the
termination or expiration of this Agreement, including, without limitation,
Sections 8, 9, 10, 11, 12 and 13.


 


25.           Waiver.  Except as provided herein, the waiver by
either party of the other party’s prompt and complete performance, or breach or
violation, of any provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach or violation, and the failure by
any party hereto to exercise any right or remedy which it may possess hereunder
shall not operate nor be construed as a bar to the exercise of such right or
remedy by such party upon the occurrence of any subsequent breach or violation.


 


26.           Captions.  The captions of this Agreement are for
convenience and reference only and in no way define, describe, extend or limit
the scope or intent of this Agreement or the intent of any provision hereof.


 


27.           Construction.  The parties acknowledge that this Agreement
is the result of arm’s-length negotiations between sophisticated parties each
afforded representation by legal counsel. 
Each and every provision of this Agreement shall be construed as though
both parties participated equally in the drafting of same, and any rule of
construction that a document shall be construed against the drafting party shall
not be applicable to this Agreement.


 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.


 


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  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Henrik Krabsen

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAUER-DANFOSS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jim Remus

  
	
   

  	
  Name: Jim Remus

  
	
   

  	
  Title: Director – HR
  Services

  



 


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