SAUER DANFOSS INC
EXHIBIT 10.1(AA)
<DOCUMENT>
<TYPE>EX-10.1(AA)
<SEQUENCE>12
<FILENAME>ex-10_1aa.txt
<DESCRIPTION>EXHIBIT 10.1(AA)
<TEXT>

<PAGE>

                                                               Exhibit 10.1(aa)

                         SAUER-DANFOSS INC.
                         COMPENSATION COMMITTEE

                         SAUER-DANFOSS INC.

                         CHANGE-IN-CONTROL AGREEMENT

                         US PARTICIPANTS


<PAGE>

CONTENTS

<TABLE>

<S>             <C>                                                          <C>
Section  1.       Agreement Period                                               1

Section  2.       Change In Control                                              2

Section  3.       Definition of Employment Terminations                          4

Section  4.       Covenant Not to Compete                                        5

Section  5.       Disclosure of Confidential Information                         6

Section  6.       Nonsolicitation                                                7

Section  7.       Injunctive Relief and Additional Remedy;
                  Essential and Independent Covenants                            8

Section  8.       Arbitration                                                    8

Section  9.       Notices                                                        8

Section 10.       Continuation of Employment                                     8

Section 11.       Successors                                                     9

Section 12.       Entire Agreement; Modification, Waiver and Interpretation      9

Section 13.       Severability                                                   9

Section 14.       Counterparts                                                   9

Section 15.       Headings                                                      10

</TABLE>


<PAGE>

                           CHANGE IN CONTROL AGREEMENT

      THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") has been entered into
this _______ day of _________________ , 2000 (the "Effective Date") between
Sauer-Danfoss Inc., a Delaware corporation (the "Company"), and Richard Jarboe
(the "Employee").

      A consolidation of business entities has been taking place on a global
basis, including entities engaged in the Company's industry. The Board of
Directors of the Company (the "Board") recognizes that the possibility of a
Change In Control (as such term is defined in Section 2 herein) of the Company
exists and that such possibility, and the uncertainty and questions which it
necessarily raises among management, may result in the departure or distraction
of management personnel to the detriment of the Company and its stockholders.
Accordingly, the Board has determined to take appropriate steps to reinforce and
encourage the continued attention and dedication of members of the Company's
management team, including the Employee, to their assigned duties while
minimizing the natural distractions presented by the possibility of a Change In
Control of the Company.

      In order to induce the Employee to remain in the employ of the Company or
its subsidiaries and in consideration of the Employee's agreements set forth in
Sections 4, 5 and 6, it is mutually agreed as follows:

      1. AGREEMENT PERIOD

      The initial term of this Agreement shall commence as of the Effective
Date, and shall expire, subject to the earlier termination of the Employee's
employment as hereinafter provided, on December 31, 2001. The initial term of
this Agreement automatically shall be extended for one (1) additional year at
the end of the initial term, and then again after each successive year
thereafter. However, either party may terminate this Agreement at the end of the
initial term or at the end of any successive year thereafter by giving the other
party written notice of intent not to renew, delivered on or prior to September
30, 2001, or September 30 of any successive year.

      In the event such notice of intent not to renew is properly delivered by
either party, this Agreement, along with all corresponding rights, duties, and
covenants, shall automatically expire at the end of the initial term or the
successive year then in progress, as the case may be.

      However, regardless of the above, if at any time during the term of this
Agreement, a Change In Control of the Company occurs, then this Agreement shall
be extended and become immediately irrevocable for a period of two (2) years
from the date of the Change In Control (the "Protection Period"), EXCEPT AS
PROVIDED IN THE FOLLOWING PARAGRAPH.

      The foregoing notwithstanding, in the event that at any time (including,
without limitation, during the Protection Period) (a) the Company terminates the
Employee's employment for Cause


                                     1

<PAGE>

(as such term is defined in Section 3(b) herein), or (b) the Employee
terminates his employment with the Company without Good Reason (as such term
is defined in Section 3(a) herein), all provisions of this Agreement shall
terminate, and, without limiting the generality of the foregoing, the Company
shall have no obligation to make the payments or provide the benefits set
forth in Section 2; provided, however, that the provisions of Sections 4, 5,
6, 7 and 8 shall survive such termination.

      2.  CHANGE IN CONTROL.

              (a) DEFINITION OF "CHANGE IN CONTROL." "Change In Control" of the
Company means, and shall be deemed to have occurred upon any of the following
events:

                (i)   Any person or entity (other than those persons and/or
                      entities in control of the Company as of the Effective
                      Date, or other than a trustee or other fiduciary holding
                      securities under an employee benefit plan of the Company,
                      or a corporation owned directly or indirectly by the
                      stockholders of the Company in substantially the same
                      proportions as their ownership of stock of the Company)
                      becomes the beneficial owner, directly or indirectly, of
                      securities of the Company representing thirty percent
                      (30%) or more of the combined voting power of the
                      Company's then outstanding securities; 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 from
                      the other, either directly, or indirectly by acquiring
                      voting control of Danfoss Murmann Holding A/S or its
                      successor; or

              (ii)    During any period of two (2) consecutive years (not
                      including any period prior to the Effective Date),
                      individuals who at the beginning of such period constitute
                      the Board (and any new Director, whose election by the
                      Company's stockholders was approved by a vote of at least
                      two-thirds (2/3) of the Directors then still in office who
                      either were Directors at the beginning of the period or
                      whose election or nomination for election was so
                      approved), cease for any reason to constitute a majority
                      thereof; or

             (iii)    The stockholders of the Company approve: (A) a plan of
                      complete liquidation of the Company; or (B) an agreement
                      for the sale or disposition of all or substantially all of
                      the Company's assets; or (C) a merger, consolidation, or
                      reorganization of the Company with or involving any other
                      corporation, other than a merger, consolidation, or
                      reorganization that would result in the voting securities
                      of the Company outstanding immediately prior thereto
                      continuing to represent (either by remaining outstanding
                      or by being converted into voting securities of the
                      surviving

                                              2

<PAGE>

                      entity) at least fifty percent (50%) of the combined
                      voting power of the voting securities of the Company
                      (or such surviving entity) outstanding immediately
                      after such merger, consolidation, or reorganization.

              However, in no event shall a Change In Control be deemed to have
      occurred, with respect to the Employee, if the Employee is part of a
      purchasing group which consummates the Change In Control transaction. The
      Employee shall be deemed "part of a purchasing group" for purposes of the
      preceding sentence if the Employee is an equity participant in the
      purchasing company or group (except for (i) passive ownership of less than
      one percent (1%) of the stock of the purchasing company; or (ii) ownership
      of equity participation in the purchasing company or group which is
      otherwise not significant, as determined prior to the Change In Control by
      a majority of the non-employee continuing Directors).

              (b) EMPLOYMENT TERMINATIONS AFTER A CHANGE IN CONTROL. In the
event that (A) the Employee terminates his employment with the Company during
the Protection Period for Good Reason (as such term is defined in Section 3(a)
herein), or (B) the Employee's employment with the Company is involuntarily
terminated by the Company during the Protection Period, unless any such
termination is by the Company for Cause (as such term is defined in Section 3(b)
herein), then the Company shall pay to the Employee and provide him with the
following:

               (i)    A lump-sum cash amount equal to the Employee's unpaid base
                      salary, accrued vacation pay, unreimbursed business
                      expenses, and all other items earned by and owed to the
                      Employee through and including the date of termination (in
                      full satisfaction for these amounts owed to the Employee).

              (ii)    A lump-sum cash amount equal to the Employee's then
                      current annual target bonus opportunity, established under
                      the annual incentive plan for the bonus plan year in which
                      the Employee's termination occurs, multiplied by a
                      fraction, the numerator of which is the number of full
                      completed days in the bonus plan year through the
                      effective date of termination, and the denominator of
                      which is 365. This payment will be in lieu of any other
                      payment to be made to the Employee under the annual bonus
                      plan for the respective plan year.

             (iii)    A lump-sum cash amount equal to the Employee's then
                      current annual base salary and target annual bonus
                      opportunity multiplied by two (2).

              (iv)    A lump-sum cash amount equal to 10% of the Employee's then
                      current annual base salary in lieu of health, dental,
                      long-term disability, and life insurance continuation. The
                      Employee's participation in these and all other such
                      benefits including bonus, savings and retirement plans
                      shall cease upon the termination of Employee's employment
                      with the Company.

              The parties agree that all payments provided for in this Section 2
(including any Excise Tax payment provided for in Section 2(c) herein) shall be
deemed to constitute liquidated

                                    3

<PAGE>

damages for the Company's breach of this Agreement, and the Company agrees
that the Employee shall not be required to mitigate such damages by seeking
other employment or otherwise, nor shall the amount of any payment provided
for in this Section 2 be reduced by any compensation earned by the Employee
as the result of employment by another employer or by retirement benefits
after the date of termination, or otherwise. Upon making all of the payments
provided for in this Section 2, the Company shall have fully satisfied all of
its obligations under this Agreement.

      Notwithstanding the foregoing, the payments provided for in this Section 2
shall be reduced by the amount of any payments to which the Employee is
otherwise entitled to receive upon termination of employment with the Company
pursuant to any employment agreement or any laws or rules or regulations of any
governmental agency.

              The parties also agree that, in the event of a termination of
employment that obligates the Company to make the payments set forth in this
Section 2, the provisions in Sections 4, 5, 6, 7 and 8 herein shall survive such
termination.

              (c) EXCISE TAX PAYMENT. In the event that any portion of the
severance benefits or any other payment under this Agreement or under any other
agreement with or plan of the Company (in the aggregate "Total Payments") would
constitute an "Excess Parachute Payment," such that an "Excise Tax" is due, the
Company shall provide to the Employee, in cash, an additional payment in an
amount equal to the excise tax divided by 0.329 to offset the excise tax and the
Employee's state and federal income and employment taxes on this excise tax
payment. This payment shall be made as soon as possible following the date of
the Employee's qualifying termination, but in no event later than thirty (30)
calendar days of such date.

              For purposes of this Agreement, the terms "Excise Tax" and "Excess
Parachute Payment" shall have the meanings assigned to such terms in Sections
280G and 4999 of the Internal Revenue Code of 1986, as amended.

              (d) SUBSEQUENT RECALCULATION. In the event the Internal Revenue
Service subsequently adjusts the excise tax computation herein described, the
Company shall reimburse the Employee for the full amount of any related interest
and/or penalties due to the Internal Revenue Service.

      3.  DEFINITION OF EMPLOYMENT TERMINATIONS. Whenever this Agreement refers
to the Employee's employment with the Company, or the termination of the
Employee's employment with the Company, the term "Company" shall include any of
its subsidiaries that employ the Employee.

              (a) TERMINATION FOR GOOD REASON. Good Reason shall mean, without
the Employee's prior written consent, the occurrence of any one or more of the
following:

                                   4

<PAGE>

               (i)    The assignment to the Employee of any duties significantly
                      different from the duties being performed by the Employee
                      at the time of the Change In Control, it being understood
                      that the Employee's duties after a Change In Control may
                      be performed on a divisional or subsidiary level of the
                      Company, its successor or the acquiring entity which shall
                      not be a significant change if the duties are of a similar
                      nature to the Employee's duties at the time of the Change
                      In Control;

              (ii)    The Company's requiring the Employee to be based more than
                      fifty (50) miles from the location of his principal office
                      at the time of the Change In Control;

             (iii)    A material reduction or elimination of any component of
                      the Employee's compensation in effect at the time of the
                      Change In Control; or

              (iv)    A breach by the Company of any provision of this Agreement
                      which is not remedied by the Company promptly after
                      receipt of notice thereof given by the Employee.

              (b) TERMINATION FOR CAUSE. "Cause" shall be determined by the
Company in the exercise of good faith and reasonable judgment, and shall mean
(i) willful misconduct or fraud; (ii) conviction of a felony; (iii) consistent
gross neglect of duties or wanton negligence by the Employee in the performance
of his duties; or (iv) the material breach by the Employee of the terms of this
Agreement, including without limitation, any of the provisions of Sections 4, 5
and 6.

      4.  COVENANT NOT TO COMPETE.

              (a) Without the consent of the Company, the Employee shall not,
directly or indirectly, anywhere in the world, at any time during the Employee's
employment with the Company and for a period of two (2) years following the
termination of Employee's employment with the Company for any reason, be
associated or in any way connected as an owner, investor, partner, director,
officer, employee, agent, or consultant with any business entity directly
engaged in the manufacture and/or sale of products competitive with any material
product or product lines of the Company or any of its subsidiaries; provided,
however, that the Employee shall not be deemed to have breached this undertaking
if his sole relation with such entity consists of his holding, directly or
indirectly, an equity interest in such entity not greater than two percent (2%)
of such entity's outstanding equity interest, and the class of equity in which
the Employee holds an interest is listed and traded on a broadly recognized
national or regional securities exchange. For purposes hereof, the term
"material product or product line of the Company" shall mean any product or
product line of the Company or any of its subsidiaries, the consolidated gross
sales of which during any calendar year during the five (5) year period
preceding the termination of Employee's employment with the Company were at
least $10 million.

                                   5

<PAGE>

              (b) The Employee acknowledges that: (a) the services performed by
him for the Company are of a special, unique, unusual, extraordinary, and
intellectual character; (b) the business of the Company and its subsidiaries is
worldwide in scope and its products are marketed throughout the world; (c) the
Company and its subsidiaries compete with other businesses that are or could be
located in any part of the world; and (d) the provisions of this Section 4 are
reasonable and necessary to protect the Company's business.

              (c) If any covenant in this Section 4 is held to be unreasonable,
arbitrary, or against public policy, such covenant will be considered to be
divisible with respect to scope, time, and geographic area, and such lesser
scope, time, or geographic area, or all of them, as a court of competent
jurisdiction may determine to be reasonable, not arbitrary, and not against
public policy, will be effective, binding, and enforceable against the Employee.

              (d) The period of time applicable to any covenant in this Section
4 will be extended by the duration of any violation by the Employee of such
covenant.

              (e) The Employee will, while the covenants under this Section 4
are in effect, give notice to the Company, within ten days after accepting any
other employment, of the identity of the Employee's employer. The Company may
notify such employer that the Employee is bound by this Agreement and, at the
Company's election, furnish such employer with a copy of this Agreement or
relevant portions thereof.

      5.  DISCLOSURE OF CONFIDENTIAL INFORMATION.

              (a) Without the consent of the Company, the Employee shall not
disclose to any other person Confidential Information (as defined below)
concerning the Company or any of its subsidiaries or the Company's or any of its
subsidiaries' trade secrets of which the Employee has gained knowledge during
his employment with the Company. Any trade secrets of the Company or any of its
subsidiaries will be entitled to all of the protections and benefits under the
Iowa Code Annotated Section 550.1 through 550.8 and any other applicable law. If
any information that the Company deems to be a trade secret is found by a court
of competent jurisdiction not to be a trade secret for purposes of this
Agreement, such information will, nevertheless, be considered Confidential
Information for purposes of this Agreement. The Employee hereby waives any
requirement that the Company submit proof of the economic value of any trade
secret or post a bond or other security. None of the foregoing obligations and
restrictions apply to any part of the Confidential Information that the Employee
demonstrates was or became generally available to the public other than as a
result of a disclosure by the Employee.

              (b) The Employee will not remove from the premises of the Company
or any of its subsidiaries (except to the extent such removal is for purposes of
the performance of the Employee's duties at home or while traveling, or except
as otherwise specifically authorized by the Company), any document, record,
notebook, plan, model, component, device, or computer software or code, whether
embodied in a disk or in any other form, that contains Confidential

                                  6

<PAGE>

Information (collectively, the "Proprietary Items"). The Employee recognizes
that, as between the Company and the Employee, all of the Proprietary Items,
whether or not developed by the Employee, are the exclusive property of the
Company or its subsidiaries, as the case may be. Upon termination of this
Agreement by either party, or upon the request of the Company during the
Employment Period, the Employee will return to the Company all of the
Proprietary Items in the Employee's possession or subject to the Employee's
control, and the Employee shall not retain any copies, abstracts, sketches,
or other physical embodiment of any of the Proprietary Items.

              (c) For purposes of this Agreement, Confidential Information shall
include any and all information concerning the business and affairs of the
Company or any of its subsidiaries, including, without limitation, product
specifications, data, know-how, formulae, compositions, processes, designs,
sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
current, and planned research and development, current and planned distribution
methods and processes, customer lists, current and anticipated customer
requirements, price lists, market studies, business plans, computer software and
programs (including object code and source code), computer software and database
technologies, systems, structures, and architectures (and related formulae,
compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information), historical
financial statements, financial projections and budgets, historical and
projected sales, capital spending budgets and plans, the names and backgrounds
of key personnel, agents, personnel training and techniques and materials,
insurance products, premium structures, information relating to suppliers and
supplies, sales and marketing information and strategy, notes, analysis,
compilations, studies, summaries, and other material prepared by or for the
Company or any of its subsidiaries containing or based, in whole or in part, on
any information included in the foregoing, and any information, however
documented, that is a trade secret within the meaning of the Iowa Code Annotated
Section 550.1 through 550.8.

      6.  NONSOLICITATION. Without the written consent of the Company, the
Employee shall not at any time during the Employment Period and for a period of
two (2) years following the termination of Employee's employment with the
Company for any reason (a) employ or retain or arrange to have any other person,
firm, or other entity employ or retain or otherwise participate in the
employment or retention of any person who is an employee or consultant of the
Company or its subsidiaries; or (b) solicit or arrange to have any other person,
firm, or other entity solicit or otherwise participate in the solicitation of
business from any entity that was a customer of the Company or any of its
subsidiaries during the time of the Employee's employment, whether or not the
Employee had personal contact with such person.


                                7

<PAGE>

      7.  INJUNCTIVE RELIEF AND ADDITIONAL REMEDY; ESSENTIAL AND INDEPENDENT
COVENANTS.

         (a) The Employee acknowledges that the injury that would be suffered by
the Company as a result of a breach of the provisions of this Agreement
(including any provision of Sections 4, 5 and 6) would be irreparable and that
an award of monetary damages to the Company for such a breach would be an
inadequate remedy. Consequently, the Company will have the right, in addition to
any other rights it may have, to obtain injunctive relief to restrain any breach
or threatened breach or otherwise to specifically enforce any provision of this
Agreement, and the employer will not be obligated to post bond or other security
in seeking such relief. Without limiting the Company's rights under this Section
7 or any other remedies of the Company, if the Employee breaches any of the
provisions of Sections 4, 5 and 6, the Company will have the right to cease
making any payments otherwise due to the Employee under this Agreement.

         (b) The covenants by the Employee in Sections 4, 5 and 6 are essential
elements of this Agreement, and without the Employee's agreement to comply with
such covenants, the Company would not have entered into this Agreement with the
Employee. The Company and the Employee have independently consulted their
respective counsel and have been advised in all respects concerning the
reasonableness and propriety of such covenants (including, without limitation,
the time period of restriction and the geographical area of restriction set
forth in Section 4), with specific regard to the nature of the business
conducted by the Company and its subsidiaries. The Employee's covenants in
Sections 4, 5 and 6 are independent covenants and the existence of any claim by
the Employee against the Company under this Agreement or otherwise, will not
excuse the Employee's breach of any covenant in Sections 4, 5 and 6.

         If this Agreement or the Employee's employment with the Company expires
or is terminated, this Agreement will continue in full force and effect as is
necessary or appropriate to enforce the covenants and agreements of the Employee
in Sections 4, 5, 6, 7 and 8.

      8.  ARBITRATION. All disputes arising under this Agreement, or arising
out of the termination of Employee's employment with the Company, between the
Employee and the Company, its officers, directors, employees and agents, in
their capacity as such or otherwise, other than those disputes relating to
Employee's alleged violations of Sections 4, 5 and 6 herein, which cannot
otherwise be resolved amicably, shall be submitted to binding arbitration by the
American Arbitration Association ("AAA") in Des Moines, Iowa, pursuant to the
rules and procedures of the AAA. The fee and expense of the arbitrators shall be
split equally between the Company and Employee. The decision of the arbitrator
shall be final and binding and there shall be no appeal from any award rendered.
In any judicial enforcement proceeding, the losing party shall reimburse the
prevailing party for its reasonable costs and attorney's fees for enforcing its
rights under this Agreement, in addition to any damages or other relief granted.
This Section 8 does not apply to any action by the Company to enforce Section 4,
5 and 6 of this Agreement and does not in any way restrict the Company's rights
under Section 7(a) of this Agreement.


                                    8

<PAGE>

      9.  NOTICES. Notices given pursuant to this Agreement shall be in
writing and shall be deemed given when received and if mailed shall be mailed by
United States registered or certified mail, return receipt requested, addressee
only, postage prepaid if to the Company, to the Board of Directors of
Sauer-Danfoss Inc., Attention Chairman, 2800 East 13th Street, Ames, Iowa 50010,
U.S.A., or if to the Employee, at _________________________ or to such other
address as either party may have previously designated by notice to the other
party given in the foregoing manner.

      10. CONTINUATION OF EMPLOYMENT. This Agreement is not an employment
agreement, it shall not confer upon the Employee any right to continuation of
employment by the Company, nor shall this Agreement interfere in any way with
the Company's right to terminate the Employee's employment at any time.

      11. SUCCESSORS. This Agreement may not be assigned by the Company, and
the obligations of the Company provided for in this Agreement shall be binding
legal obligations of any successor to the Company by purchase, merger,
consolidation, or otherwise. This Agreement may not be assigned by the Employee
during his life, and upon his death will be binding upon and inure to the
benefit of his heirs, legatees, and the legal representatives of his estate.

      12. ENTIRE AGREEMENT; MODIFICATION, WAIVER, AND INTERPRETATION. This
Agreement contains the entire agreement between the parties with respect to the
subject matter of this Agreement and supersedes all prior agreements and
understandings, oral or written, between the parties hereto with respect to the
subject matter of this Agreement. No provision of this Agreement may be
modified, waived, or discharged unless such waiver, modification, or discharge
is agreed to in a writing signed by the Employee and an appropriate officer of
the Company empowered to sign same by the Board. No waiver by either party at
any time of any breach by the other party of, or compliance with, any condition
or provision of this Agreement to be performed by the other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
time or at any prior or subsequent time. This Agreement shall be deemed to have
been executed in Ames, Iowa and the validity, interpretation, construction, and
performance of this Agreement shall be governed by the laws of the State of Iowa
without regard to conflicts of laws principles.

      13. SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

      14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.

                                     9

<PAGE>

      15. HEADINGS. The headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of any
provision of this Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first written above.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
THE PARTIES.

                                    SAUER-DANFOSS INC.

                                    By:
                                       ----------------------------------


                                    -------------------------------------
                                    Richard Jarboe


                                10
</TEXT>
</DOCUMENT>
