[SAUER DANFOSS LOGO]
FOR RICHARD JARBOE
SAUER DANFOSS INC.
DECEMBER 1, 2002
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of the 1st DAY OF DECEMBER, 2002 (the "Effective
Date"), by and between Sauer-Danfoss Inc. (the "Company") and RICHARD JARBOE (the "Executive").
WHEREAS, the Company desires to provide for the continued employment of the Executive on the terms and
conditions set forth herein, in the best interest of the Company and its constituencies; and
WHEREAS, the Executive desires to continue to be employed by the Company as provided herein; and
NOW, THEREFORE, in consideration of the premises and the respective covenants, promises and agreements
of the parties herein contained, the parties agree as follows:
1. EMPLOYMENT. The Company agrees to continue to employ the Executive and the Executive agrees to
continue to be employed on a full-time basis by the Company for the period and upon the terms and conditions
2. TERM; EMPLOYMENT PERIOD. The term of this Agreement (the "Term") shall begin on the Effective Date
and continue until terminated according to Section 6 of this Agreement. The period during which the Executive is
employed by the Company is referred to as the "Employment Period." The date on which the termination of the
Executive's employment becomes effective is referred to as the "Termination Date."
3. POSITION AND DUTIES. During the Employment Period, the Executive shall serve as VICE PRESIDENT
AND GENERAL MANAGER, OPEN CIRCUIT of the Company and shall have such responsibilities, duties
and authority as set forth in the Bylaws of the Company and such additional responsibilities, duties and authority
as the Company's President and Chief Executive Officer or the Company's Board of Directors (the "Board") shall
determine from time to time. During the Employment Period, the Executive shall report to the Company's
Executive Vice President and Chief Operating Officer or designee