Exhibit 10.1(aq)


 


Sauer-Danfoss Inc. 2006
Omnibus Incentive Plan


Restricted Stock Award
Agreement


 


You have been selected to be a Participant in the
Sauer-Danfoss Inc. 2006 Omnibus Incentive Plan (the “Plan”), as specified
below:


 




	
  Participant:

  	
   

  
	
   

  
	
  Date of
  Award:

  	
   June 11, 2009

  
	
   

  
	
  Number of Shares of Restricted Stock Awarded: 

  	
  1,500

  
	
   

  	
   

  
	
  Vesting Date and Number of Shares Vested per
  Vesting Date:

  
				






 




	
  Vesting Date

  	
   

  	
  Number of Shares Vested

  
	
   

  	
   

  	
   

  
	
  June 27, 2012

  	
   

  	
  1,500

  






 


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


 


THIS AWARD 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 shares of stock
represented by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer as set forth
in the Sauer-Danfoss Inc. 2006 Omnibus Incentive Plan, rules of
administration adopted pursuant to such Plan, and in the Restricted Stock Award
Agreement dated June 11, 2009. A copy of the Sauer-Danfoss Inc. 2006
Omnibus Incentive Plan, such rules, and such Restricted Stock Award Agreement
may be obtained from 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 1 of this
Agreement removed from his 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
Sauer-Danfoss Inc. Compensation Committee, all unvested Restricted Stock shall
be forfeited upon the Participant’s termination of service on the Board.


 


5.                                Change of Control. In the event of a Change of 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 4.4 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 Compensation Committee,
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 Committee, 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)                      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:

  	
   

  
	
   

  	
   

  	
  Anne L.
  Wilkinson

  
					



 


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