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

On October 23, 2009, Hans J. Cornett, Executive Vice President and Chief Marketing Officer of Sauer-Danfoss Inc. (the "Company"), announced his intention to resign from such offices with the Company effective December 31, 2009.

In connection with Mr. Cornett's resignation, and in accordance with German employment law, Mr. Cornett, Sauer-Danfoss GmbH & Co. OHG, and the Company have entered into a Termination Agreement dated October 23, 2009 (the "Agreement"). Pursuant to the Agreement, and in satisfaction of the notice period compensation provisions of his employment contract, Mr. Cornett will continue to receive his current monthly base salary through July 31, 2010. Mr. Cornett will also receive a final, lump sum payment in July of 2010 of approximately $153,185 (€105,000), which equates to five months of his current base salary. In addition, the Company will provide Mr. Cornett with up to approximately $29,718 (€20,000) for outplacement services. If Mr. Cornett opts not to use outplacement services, then the Company will add the amount designated for outplacement services to the lump sum payable in July 2010.