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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
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Kenneth D. McCuskey, Secretary of
the Company
