Addendum to Executive Employment Agreement between Sauer-Danfoss Inc. and Thomas Kittel

Summary

This addendum modifies the employment agreement between Sauer-Danfoss Inc. and Vice President Thomas Kittel. It clarifies that Mr. Kittel will also serve as Managing Director of Sauer-Danfoss (Neumunster) GmbH & Co. OHG, with salary, benefits, and expenses governed by German law and company policies. The agreement specifies retirement at age 65, outlines compensation terms, and states that the addendum prevails in case of conflict with the original agreement. The executive’s seniority is recognized from February 1, 1988.

EX-10.1(R) 9 a2105096zex-10_1r.txt EX-10.1(R) EXHIBIT 10.1(r) ADDENDUM TO THE EXECUTIVE EMPLOYMENT AGREEMENT (THE "AGREEMENT") BETWEEN SAUER-DANFOSS INC., USA (THE "COMPANY") AND VICE PRESIDENT THOMAS KITTEL, BOEKER STIEG, 11, 24613 AUKRUG, GERMANY (THE EXECUTIVE"). EFFECTIVE FROM DECEMBER 1, 2002, THE PARTIES AGREE TO REGULATE THE ABOVE-MENTIONED AGREEMENT ON THE FOLLOWING CLAUSES: CLAUSE 3 Serving as the Vice President of the Company's Hydraustatics European Business Unit, the Executive at the same time takes up the position as Managing Director ("Geschaftsfuhrer") of Sauer-Danfoss (Neumunster) GmbH & Co. OHG, Krokamp 35, 24531 Neumunster, Germany. The Executive reports directly to the Company's Executive Vice President and Chief Operating Officer. CLAUSE 5a The salary is to be paid out by Sauer-Danfoss (Neumunster) GmbH & Co. OHG in accordance with the practices valid for Sauer-Danfoss (Neumunster) GmbH & Co. OHG. CLAUSE 5c Reimbursement of out-of pocket expenses shall be in accordance with the policies as determined by Sauer-Danfoss (Neumunster) GmbH & Co. OHG. CLAUSE 5d,e As stated in the Agreement, the Executive shall participate in the annual and long term incentive plans as provided to senior executives of the Company. As all other benefit plans and perquisites granted to the Executive shall be according to the policies valid for Sauer-Danfoss (Neumunster) GmbH & Co. OHG. CLAUSE 5f The Executive shall be entitled to vacations according to German law, and the Executive shall be entitled to holidays according to German customs and as decided by Sauer-Danfoss (Neumunster) GmbH & Co. OHG. CLAUSE 6 Any payment made to Executive under Section 6 for Base Salary and Target Incentive Opportunity shall in every respect compensate for any claims which the Executive might be entitled under any mandatory legal provision. CLAUSE 6b The Executive's employment shall terminate without notice at the end of the month in which the Executive attains the age of 65 years. CLAUSE 6d,f No payment or benefit shall be reduced if such reduction is contrary to any mandatory legal provision. CLAUSE 23 In all rights and duties connected with seniority, the executive's entry date shall be counted from February 1, 1988. In case of any conflict between the Agreement and this addendum, the addendum shall be valid. EXECUTIVE By: --------------------------- SAUER-DANFOSS INC. By: --------------------------- Name: Title: