Exhibit 10.1(ah)


 


AMENDMENT NO. 1 TO THE COMPACT CONTROLS, INC. 40l(k)
PLAN

AND

AMENDMENT NO. 3 TO THE SAUER-DANFOSS EMPLOYEES’ SAVINGS PLAN


 


AGREEMENT TO MERGE THE

COMPACT CONTROLS, INC. 40l(k) PROFIT SHARING PLAN


WITH AND INTO THE

SAUER-DANFOSS EMPLOYEES’ SAVINGS PLAN


 


This
Merger Agreement (hereinafter referred to as the “Agreement”) is made and
entered into by and among Compact Controls, Inc., Compact Controls, Inc. 401(k)
Profit Sharing Plan (“Compact Controls Plan”), Sauer Danfoss (US) Company and
Sauer-Danfoss Employees’ Savings Plan (the “Sauer-Danfoss Plan”) (hereinafter
collectively referred to as the “Parties”).


 


W I T N E S S E T H:


 


WHEREAS,
Compact Controls, Inc. sponsors the Compact Controls Plan for the benefit of
its eligible employees and their beneficiaries, with the intent that the
Compact Controls Plan be qualified and its related trust tax-exempt under
Sections 40l(a) and 501(a) of the Internal Revenue Code of 1986 (the “Code”),
respectively;


 


WHEREAS,
Sauer Danfoss (US) Company sponsors the Sauer-Danfoss Plan for the benefit of
its eligible employees and their beneficiaries, with the intent that the
Sauer-Danfoss Plan be qualified and its related trust tax-exempt under Sections
401(a) and 501(a) of the Code, respectively;


 


WHEREAS,
to facilitate the coordination of benefits between Sauer Danfoss (US) Company
and its wholly-owned subsidiaries, the Parties now desire to merge the Compact
Controls Plan with and into the Sauer-Danfoss Plan, as long as such merger
satisfies the requirements of Section 414(1) of the Code; and


 


WHEREAS,
the Parties desire to formalize the terms of such merger in a written document.


 

















 


NOW,
THEREFORE, BE IT RESOLVED that:


 


1.             The Compact Controls Plan is hereby
merged with and into the Sauer-Danfoss Plan effective December 31, 2001
(hereinafter referred to as the “Merger Effective Date”).


 


2.             The assets of the Compact Controls
Plan (the “Merger Assets”) will be merged with and into the Sauer-Danfoss Plan
effective on the Merger Effective Date, with the actual transfer of funds from
the Compact Controls Plan to the Sauer-Danfoss Plan to be accomplished on such
date or as soon as is administratively feasible thereafter.


 


3.             Concurrent with this merger of
assets, the Sauer-Danfoss Plan assumes all obligations and liabilities for
benefits to the participants hereunder with respect to such Merger Assets, and
discharges the Compact Controls Plan and its fiduciaries from such obligations
and liabilities, except to the extent that such remaining liability is
attributable to actions, or omissions to act, by the plan administrator of the
Compact Controls Plan, or the trustee of the Compact Controls Plan, or their
authorized representatives, prior to the actual merger of the assets,


 


4.             Concurrent
with this merger of assets, a participant in the Compact Controls Plan shall
have account balances from the Compact Controls Plan credited to corresponding accounts under the Sauer-Danfoss Plan.


 


5.             Merger Assets shall be increased by
earnings or gains and reduced by expenses or losses on such funds in the
Compact Controls Plan between the Merger Effective Date
and the actual date of transfer of the Merger Assets to the trust of the
Sauer-Danfoss Plan. Thereafter, the Merger Assets shall be credited with
investment gains and losses in the same manner as are the comparable accounts
in the Sauer-Danfoss Plan and shall be invested under the same participant
investment direction provisions of the Sauer-Danfoss Plan.


 


6.             Any contribution attributable to
the Compact Controls Plan (prior to its merger with and into the Sauer-Danfoss
Plan) that remains a receivable as of the Merger Effective Date will be
contributed to the Sauer-Danfoss Plan and will be allocated to the appropriate
account in the Sauer-Danfoss Plan of each eligible former Compact Controls Plan
participant under the terms of the Compact Controls Plan as of the allocation
date for such contribution (December 31, 2001).


 


7.             Benefits and optional forms of
benefits protected under Code Section 411(d)(6) under the Compact Controls Plan
shall not be eliminated as a result of this merger. Under no circumstances
shall the provisions of this Agreement be deemed to reduce or eliminate any
benefit that is protected under Code Section 41l(d)(6) or the corresponding
provision of Title I of the Employee Retirement Income Security Act of 1974
(“ERISA”), except as permitted by Regulations issued by the Secretary of the
Treasury or other guidance issued by the Secretary or the Internal Revenue
Service (“IRS”). To the extent that any provision of the Code or ERISA provides
protections for participants’ benefits accrued under the Compact Controls Plan,
and the Sauer-Danfoss Plan does not provide similar protections and such
reductions are not permitted under applicable Treasury Regulation or other guidance
issued by the IRS or the Secretary of the Treasury, the provisions of the
Sauer-Danfoss Plan are hereby amended to incorporate by reference those
protections of the participants’ Merger Assets merged into the Sauer-Danfoss
Plan from the Compact Controls Plan. Furthermore, all beneficiary designations
filed under the Compact Controls Plan shall continue to be effective under the
Sauer-Danfoss Plan, outstanding participant loans thereunder shall remain in
force under the Sauer-Danfoss Plan, and outstanding qualified domestic
relations orders thereunder shall remain in force under the Sauer-Danfoss Plan.


 


2

















 


8.             This Agreement shall serve as
Amendment No. 1 to the Compact Controls Plan and Amendment No. 3 to the
Sauer-Danfoss Plan.


 


9.             This Merger Agreement shall
represent a termination of the trustee of the Compact Controls Plan and the
appointment of the trustee of the Sauer-Danfoss Plan as the successor trustee
of the Compact Controls Plan for purposes of the Merger Assets.


 


10.           Sauer-Danfoss (US) Company shall
provide a copy of this Agreement to the trustees of the Compact Controls Plan
and the Sauer-Danfoss Plan, to confirm to such individuals that the merger of
assets has been authorized, and to direct that the Merger Assets in the
possession of the trustee of the Compact Controls Plan be transferred to the
trustee of the Sauer-Danfoss Plan as soon as administratively feasible
following the Merger Effective Date.


 


11.           The Parties hereby agree to execute
such other instruments, and to perform such other acts, as may be necessary and
proper to effectuate the intent of this Agreement.


 


This
Merger Agreement is  hereby
adopted this 23 day of December, 2001, to be effective as of the Merger Effective Date.


 


	
   

  	
  FOR
  COMPACT CONTROLS, INC. AND AS SPONSORS

  OF THE COMPACT CONTROLS, INC. 40l(k) PROFIT

  SHARING PLAN:

  
	
   

  	
   

  
	
   

  	
  COMPACT CONTROLS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOR SAUER
  DANFOSS (US) COMPANY, AND AS

  SPONSOR OF THE SAUER-DANFOSS EMPLOYEES’

  SAVINGS PLAN

  
	
   

  	
   

  
	
   

  	
  SAUER DANFOSS (US) COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth P. McCuskey

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President Finance

  	
   

  
							



 


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