Exhibit 10.1
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Employment Agreement
for Wolfgang Schramm
Sauer Danfoss Inc.
EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
THIS EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (this "Agreement") is made effective
as of the 1st day of October, 2007 (the "Effective Date"), by and between
Sauer-Danfoss Inc. (the "Company") and Wolfgang Schramm (the "Executive").
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)
THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE; OR
(B)
SUCH EARLIER DATE ON WHICH THE TERM IS TERMINATED PURSUANT TO
SECTION 6;
PROVIDED, HOWEVER, THAT UPON THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE, AND
UPON EACH ANNIVERSARY 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 WORLDWIDE CODE OF LEGAL AND ETHICAL
BUSINESS CONDUCT AS IN EFFECT FROM TIME TO TIME, OR ANY SUCCESSOR OR SIMILAR
CODE OR RULES OF CONDUCT. THE EXECUTIVE SHALL DEVOTE