Exhibit 10.1(q)
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Employment Agreement
for Karl J. Schmidt
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
Karl J. Schmidt (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
CHIEF FINANCIAL OFFICER 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 THE CHIEF
EXECUTIVE OFFICER'S 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
2
DUTIES AND 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