<PAGE>
Exhibit 10.1(x)
AMENDMENT
TO THE
SAUER INC. NON-EMPLOYEE DIRECTOR STOCK OPTION
AND RESTRICTED STOCK PLAN
1. Paragraph 9.1 of Article 9 of the Sauer Inc. Non-Employee Director
Stock Option and Restricted Stock Plan (the "Plan") provides that it 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 Company, the Plan is hereby
amended as follows:
(a) The name of the Plan is changed to the "Sauer-Danfoss
Inc. Non-Employee Director Stock Option and Restricted Stock
Plan", and wherever the name Sauer Inc. appears in the Plan
the name Sauer-Danfoss Inc. shall be substituted therefor.
(b) Article 2.(e)(i) 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 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 Awards (as
defined in the Plan) that are 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
