Summary of SAUER DANFOSS INC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 6, 2009, Karl J. Schmidt, Executive Vice President and Chief Financial Officer of Sauer-Danfoss Inc. (the "Company"), announced his resignation from such offices with the Company effective immediately. Pursuant to the terms of his Executive Officer Employment Agreement dated December 15, 2008, Mr. Schmidt will continue with the Company until April 30, 2009.

The Board of Directors voted on April 6, 2009 to appoint Jesper V. Christensen as Mr. Schmidt's successor as Executive Vice President and Chief Financial Officer. Mr. Christensen will join the Company on May 1, 2009.
Mr. Christensen, age 39, is presently employed as the Vice President-Finance, IT & HR of the Danfoss A/S Motion Controls Division, a position he has held since 2007. Danfoss A/S beneficially owns a majority of the outstanding common stock of the Company.

Mr. Christensen entered into an Employment Contract (the "Agreement") with Sauer-Danfoss GmbH & Co. OHG ("OHG"), a German subsidiary of the Company, on April 6, 2009. The Agreement will become effective on May 1, 2009. Mr. Christensen will be based in the offices of OHG in Neumünster, Germany, so the Agreement has been drafted to conform to German employment laws.

The material terms of the Agreement are as follows:

† The Agreement reflects an annual base salary of EUR 220,000 (approximately US $296,000 at current exchange rates).

† The base salary will be subject to annual review by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee").

† Mr. Christensen will be eligible to earn an annual incentive under the Company's 2006 Omnibus Incentive Plan, and any successor plan, subject to achievement of such performance goals as may be established by the Compensation Committee. The Company, however, has determined that it will not issue annual incentive awards in 2009.

† Mr. Christensen will be eligible to receive long-term incentive awards under the Company's 2006 Omnibus Incentive Plan, and any successor plan, subject to achievement of such performance goals as may be established by the Compensation Committee. The Company, however, has determined that it will not issue long-term incentive awards in 2009.

† Mr. Christensen will be entitled to participate in OHG's prevailing pension plan for executives.

† Mr. Christensen will be eligible for certain perquisites and reimbursements described in the Agreement and applicable Company policies.

† The Agreement will remain in effect indefinitely until terminated pursuant to its provisions.

† OHG can terminate the Agreement at any time on 18 months' notice to Mr. Christensen, except in the case of a breach of the Agreement by Mr. Christensen. Mr. Christensen can terminate the Agreement on three months' notice, except in the case of a breach of the

Agreement by OHG. In the case of a breach, the non-breaching party can terminate at the end of a 30-day cure period.

† The Agreement contains non-competition, non-solicitation, confidentiality, and related provisions that are relatively standard for executive employment agreements of this type.