Amendment to Sauer Inc. 1998 Long-Term Incentive Plan (Now Sauer-Danfoss Inc.)

Summary

This amendment updates the Sauer Inc. 1998 Long-Term Incentive Plan, changing its name to the Sauer-Danfoss Inc. 1998 Long-Term Incentive Plan and clarifying that certain acquisitions by Danfoss A/S or Klaus Murmann and related parties do not constitute a change in control under the plan. The amendment becomes effective upon the completion of the business combination between Danfoss A/S and the company, and does not affect awards granted before the amendment's effective date.

EX-10.1(V) 9 ex-10_1v.txt EXHIBIT 10.1(V) Exhibit 10.1(v) AMENDMENT TO THE SAUER INC. 1998 LONG-TERM INCENTIVE PLAN 1. Paragraph 16.1 of Article 16 of the Sauer Inc. 1998 Long-Term Incentive Plan (the "Plan") provides that the Plan may be amended by action of the Board of Directors of Sauer Inc. (the "Company"). In accordance with the provisions of that paragraph and pursuant to resolutions duly adopted by the Board of Directors of the Corporation, the Plan is hereby amended as follows: (a) The name of the Plan is hereby changed to the Sauer-Danfoss Inc. 1998 Long-Term Incentive Plan, and wherever the name Sauer Inc. appears in the Plan, there shall be substituted therefor the name "Sauer-Danfoss Inc.". (b) Subparagraph (a) of paragraph 2.5 of Article II. Definitions, is amended by adding the following language to such subparagraph immediately following the semicolon and immediately preceding the word "or": "provided, however, that a change in control shall not result from (a) Danfoss A/S, or (b) Klaus Murmann, any member or members of his immediate family or any entity or trust a majority of which is owned by Klaus Murmann or a member or members of his immediate family, acquiring securities of Sauer-Danfoss Inc. from the other, either directly, or indirectly by acquiring voting control of Danfoss Murmann Holding A/S or its successor." 2. The changes made by this Amendment shall be subject to, and effective upon, the completion of the combination of the fluid power business of Danfoss A/S and the Company. 3. The changes made by this Amendment shall not apply to any Award (as defined in the Plan) outstanding under the Plan prior to the effective date of this Amendment. The above Amendment was duly adopted by resolutions passed by the Board of Directors of the Company at its meeting held on March ___, 2000 ----------------------------------- Kenneth D. McCuskey, Secretary of the Company