Exhibit 10.1(w)
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Employment Agreement
for Wolfgang Schramm
Sauer-Danfoss Inc.
December 31, 2008
EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
THIS EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (this "Agreement") is made effective
as of the 31st day of December, 2008 (the "Effective Date"), by and between
Sauer-Danfoss Inc. (the "Company") and Wolfgang Schramm (the "Executive").
The
existing Employment Agreement between the Company and the Executive dated
October 1, 2007 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 AN EXCLUSIVE AND FULL-TIME BASIS BY THE COMPANY FOR THE PERIOD AND
UPON THE TERMS AND CONDITIONS SPECIFIED HEREIN.
DURING THE TERM (SET FORTH IN
SECTION 2 BELOW), AND CONSISTENT WITH THE ABOVE, THE EXECUTIVE AGREES TO SERVE
THE COMPANY FAITHFULLY AND TO THE BEST OF THE EXECUTIVE'S ABILITY, TO DEVOTE THE
EXECUTIVE'S ENTIRE BUSINESS TIME, ENERGY AND SKILL TO SUCH EMPLOYMENT, AND TO
USE THE EXECUTIVE'S BEST EFFORTS, SKILL AND ABILITY TO PROMOTE THE COMPANY'S
INTERESTS.
2.
TERM; EMPLOYMENT PERIOD.
THE TERM OF
THIS AGREEMENT (THE "TERM") SHALL BEGIN ON THE EFFECTIVE DATE AND SHALL END ON
THE EARLIER OF:
(A)
OCTOBER 1, 2009; OR
(B)
SUCH EARLIER DATE ON WHICH THE TERM IS
TERMINATED PURSUANT TO SECTION 6;
PROVIDED, HOWEVER, THAT ON OCTOBER 1, 2009 AND UPON EACH OCTOBER 1ST THEREAFTER,
THE TERM SHALL BE AUTOMATICALLY EXTENDED FOR ONE (1) YEAR UNLESS EITHER THE
COMPANY OR THE EXECUTIVE SHALL HAVE GIVEN WRITTEN NOTICE TO THE OTHER AT LEAST
NINETY (90) DAYS PRIOR THERETO THAT THE TERM SHALL NOT BE SO EXTENDED.
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 &
PRESIDENT, CONTROL PRODUCTS DIVISION OF THE COMPANY AND SHALL HAVE SUCH
RESPONSIBILITIES, DUTIES AND AUTHORITY AS SET FORTH IN THE BYLAWS OF THE COMPANY
OR AS OTHERWISE ARE CONSISTENT WITH SUCH POSITION AS WELL AS 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 AND ASSIGN 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