THAN THAT
WHICH WAS IN EFFECT AS OF THE TERMINATION DATE FOR A PERIOD OF ONE YEAR;
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; AND
(D)
EXECUTIVE LEVEL CAREER OUTPLACEMENT SERVICES, PROVIDED SUCH
SERVICES ARE PERFORMED BY A MUTUALLY AGREEABLE OUTPLACEMENT FIRM AND ARE
PERFORMED WITHIN 12 MONTHS OF THE TERMINATION DATE; TO THE EXTENT THE EXECUTIVE
INCURS QUALIFYING COSTS UNDER THIS PROVISION, THE COMPANY WILL REIMBURSE THE
EXECUTIVE OR PAY SUCH COSTS DIRECTLY, AS APPROPRIATE.
(C)
CHANGE IN CONTROL SEVERANCE PROVISIONS. SECTION 7 PROVIDES FOR
PAYMENT TO THE EXECUTIVE IF HIS EMPLOYMENT IS TERMINATED FOR CERTAIN REASONS
FOLLOWING A CHANGE OF CONTROL AS DEFINED IN SECTION 7. THE EXECUTIVE
ACKNOWLEDGES THAT IN THE EVENT HE BECOMES
8
ENTITLED TO THE PAYMENT SPECIFIED IN SECTION 7(A), THAT PAYMENT WILL BE IN LIEU
OF ANY OTHER PAYMENTS TO BE MADE UNDER THE TERMS OF THIS AGREEMENT.
(D)
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(E),
8 AND 22.
(E)
NO MITIGATION. UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH
THE COMPANY, SUBJECT TO THE EXECUTIVE'S AFFIRMATIVE OBLIGATIONS UNDER SECTION
6(B)(III) AND (V), THE EXECUTIVE SHALL BE UNDER NO OBLIGATION TO SEEK OTHER
EMPLOYMENT OR OTHERWISE MITIGATE THE OBLIGATIONS OF THE COMPANY UNDER THIS
AGREEMENT.
(F)
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)
PAYMENTS RELATED TO 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 (2) YEARS FOLLOWING A
CHANGE IN CONTROL (AS SUCH TERM IS DEFINED IN
PARAGRAPH (B) IMMEDIATELY BELOW),
UNLESS SUCH TERMINATION IS:
(I)
BY THE COMPANY FOR CAUSE (AS THE TERM CAUSE IS DEFINED IN SECTION
6(A)(I)(D) ABOVE);
(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(II)(A) ABOVE),
THEN IN LIEU OF ALL OTHER BENEFITS PROVIDED TO THE