Exhibit 10.1(u)
[g13232kq01i001.gif]
Employment Agreement
for Kenneth D. McCuskey
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
Kenneth D. McCuskey (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 VICE PRESIDENT, CHIEF ACCOUNTING 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 EXECUTIVE VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER OR 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 DUTIES AND RESPONSIBILITIES TO THE
2
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 BE UNREASONABLY WITHHELD, SERVE