SHS » Topics » DEFINITIONS

These excerpts taken from the SHS 10-K filed Mar 24, 2009.

DEFINITIONS

 

For the purposes of this Plan, the following words and phrases shall have the meaning indicated, unless a different meaning is clearly required by the context:

 

1.                   The “Plan” means this Sauer-Danfoss Inc. Annual Management Performance Incentive Plan with all amendments and supplements hereafter made.

 

2.                   The “Company” means Sauer-Danfoss Inc., a Delaware corporation, its successors, and the surviving companies or corporations resulting from any merger or consolidation of Sauer-Danfoss Inc. with any other corporation or partnership.

 

3.                   A “Subsidiary” means any corporation, partnership, limited liability company, joint venture, affiliate or other entity in which the Company, directly or indirectly, has a majority voting interest.

 

4.                   The “Executive Office” means the Executive Office of Sauer-Danfoss Inc., as the same shall from time to time exist.

 

5.                   An “Employee” shall mean any person employed by the Company or a Subsidiary.

 

6.                   A “Participant” shall mean any Employee who is eligible to participate in the Plan as provided in Article II.

 

7.                   The “Plan Year” means the fiscal year of the Company, which as of January 1, 2007 coincides with the calendar year.

 

8.                   An “Incentive Compensation Award” shall mean the incentive compensation amount determined for a Participant pursuant to the Plan with respect to any Plan Year, prior to

 

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any increase or reduction by the “Business Discretionary Adjustment” and/or the “Individual Performance Modifier” as provided by Article III, Paragraphs 6 and 7.

 

9.                   A “Beneficiary” shall mean the person or persons designated by a Participant in accordance with the Plan to receive payment of the Participant’s Incentive Compensation Award in the event of the death of the Participant prior to payment of the Participant’s Incentive Compensation Award.

 

10.             The “Target Incentive Opportunity” means an amount equal to a target percentage multiplied by the base salary paid to the Participant from the Participant’s effective date of participation through the end of the Plan Year.  Should a Participant have periods of illness or injury during the Plan Year, payments such as sick leave or disability pay, which are paid to the Participant in lieu of base salary during those periods, will be considered as base salary for the purpose of computing the Target Incentive Opportunity.

 

11.             “Achieved Performance” shall mean the actual EBIT Margin for the Company, Division or Business Unit per the Company’s yearend audited financial statements, measured on the same basis and with the same adjustments as the Participant’s original Performance Target and as otherwise adjusted pursuant to Article III, Paragraph 2.

 

12.             “Performance Target” shall mean the financial performance target for EBIT Margin for the Company, Division or Business Unit, as the case may be, as determined through the annual budgeting process for any Plan Year, as approved by the Executive Office and as further described in Article III, Paragraph 2.

 

13.             “EBIT Margin” (Earnings Before Interest and Taxes Margin) for the Company or for any Division or Business Unit, as the case may be, shall be defined as net income adjusted to remove any income tax expense or benefit and to remove any Net Interest Expense; divided by gross revenue for the Company or the corresponding Division or Business Unit, as the case may be.

 

14.             “Net Interest Expense” for Sauer-Danfoss Inc. or for any Division or Business Unit, as the case may be, shall be defined as interest expense, net of interest income, on interest bearing indebtedness plus minority interest expense, net of minority interest income.

 

15.             “Total Company Factor” shall mean a weighting factor, from 0% to 100%, assigned by the Executive Office to the Participant for the Plan Year and representing the relative importance that the total Company’s performance shall have on a Participant’s Incentive Compensation Award.  The sum of the Participant’s Company Factor plus the Participant’s Division / Business Unit factor shall equal 100%.

 

16.             “Division / Business Unit Factor” shall mean a weighting factor, from 0% to 100% assigned by the Executive Office to the Participant for the Plan Year and representing the relative importance that the Division / Business Unit shall have on a Participant’s

 

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Incentive Compensation Award.  The sum of the Participant’s Total Company Factor plus the Participant’s Division / Business Unit Factor shall equal 100%.

 

17.             “Permanent and Total Disability” shall have the meaning ascribed to such term in the Participant’s governing long-term disability plan.

 

18.             “Retirement” shall mean the normal retirement date on which a Participant qualifies for full retirement benefits under the Company’s qualified retirement plan, as identified by the Executive Office.

 

19.             “Business Discretionary Adjustment” shall mean an adjustment, solely at the discretion of the Executive Office, to increase or decrease the Incentive Compensation Awards for the Total Company and/or a specific Division and/or a specific Business Unit by up to 20 percentage points prior to payment.

 

20.             “Individual Performance Modifier” shall mean a percentage multiplier, from 0% to 125% that can be applied, at the discretion of the Executive Office, to increase or decrease an individual Participant’s Incentive Compensation Award, as adjusted by any Business Discretionary Adjustment, prior to payment.

 

Article 2.  Definitions

 

Whenever used herein, the following terms shall have the meanings set forth below, and, when the defined meaning is intended, the term is capitalized:

 

(a)           Board” or “Board of Directors” means the Board of Directors of the Company.

 

(b)           Beneficiary” shall mean any legal or natural person designated by a Participant to receive any benefits payable under the Plan on account of the Participant’s death.  Each designation by a Participant shall be filed with the Company during the Participant’s lifetime on a form designated by and acceptable to the Committee, from time to time, for such purpose (the “Beneficiary Designation Form”) and may include successive or contingent Beneficiaries.  A Participant, by filing a Beneficiary Designation Form with the Company during the Participant’s lifetime, may change a Beneficiary Designation at any time, and from time to time, without the consent of or notice to any person previously designated by the Participant.

 

(c)           Change of Control” of the Company means, and shall be deemed to have occurred upon any of the following events:

 

(i)            Together with securities of the Company already held by such person, any person (other than those persons already in control of the Company as of the date of the corporate transaction, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a corporation or other entity owned directly or indirectly by the stockholders of the Company in

 

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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 more than fifty percent (50%) of the total voting power of the Company’s then outstanding securities; provided, however, that a Change in Control shall not result from:

 

(A)          Danfoss A/S (as defined herein) acquiring securities of the Company from the Murmann Group, as such term is defined below, either directly, or indirectly by acquiring voting control of Danfoss Murmann Holding A/S or its successor; or

 

(B)           the Murmann Group (as defined herein) acquiring securities of the Company from Danfoss A/S either directly, or indirectly by acquiring voting control of Danfoss Murmann Holding A/S or its successor; or

 

(ii)           During any period of twelve (12) consecutive months, a majority of the individuals who at the beginning of such period constitute the Board are replaced during such period by individuals whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of the appointment or election; or

 

(iii)          The consummation of a plan of complete liquidation of the Company; or

 

(iv)          The sale or disposition of all or substantially all the Company’s assets (i.e., greater than 80% of the total gross fair market value of all of the assets of the Company immediately prior to such sale or disposition) within a 12-month period ending on the date of the most recent sale or disposition; or

 

(v)           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 entity) more than 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 a Participant, if the Participant is part of a purchasing group which consummates the Change-in-Control transaction.  A Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an equity participant in the purchasing company or group (except for (A) passive ownership of less than one percent (1%) of the stock of the purchasing company; or (B) 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 nonemployee continuing Directors).

 

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Notwithstanding anything to the contrary, this definition of Change in Control must comply, at all times, with Code Section 409A, any regulations issued with respect to Code Section 409A and any other guidance issued the IRS and authoritative on the issue.

 

DEFINITIONS



 



For the purposes of this
Plan, the following words and phrases shall have the meaning indicated, unless
a different meaning is clearly required by the context:



 



1.                   The
“Plan” means this Sauer-Danfoss Inc. Annual Management Performance Incentive
Plan with all amendments and supplements hereafter made.



 



2.                   The
“Company” means Sauer-Danfoss Inc., a Delaware corporation, its successors, and
the surviving companies or corporations resulting from any merger or
consolidation of Sauer-Danfoss Inc. with any other corporation or partnership.



 



3.                   A
“Subsidiary” means any corporation, partnership, limited liability company,
joint venture, affiliate or other entity in which the Company, directly or
indirectly, has a majority voting interest.



 



4.                   The
“Executive Office” means the Executive Office of Sauer-Danfoss Inc., as the
same shall from time to time exist.



 



5.                   An
“Employee” shall mean any person employed by the Company or a Subsidiary.



 



6.                   A
“Participant” shall mean any Employee who is eligible to participate in the
Plan as provided in Article II.



 



7.                   The
“Plan Year” means the fiscal year of the Company, which as of January 1,
2007 coincides with the calendar year.



 



8.                   An
“Incentive Compensation Award” shall mean the incentive compensation amount
determined for a Participant pursuant to the Plan with respect to any Plan
Year, prior to



 



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any increase or reduction
by the “Business Discretionary Adjustment” and/or the “Individual Performance
Modifier” as provided by Article III, Paragraphs 6 and 7.



 



9.                   A
“Beneficiary” shall mean the person or persons designated by a Participant in accordance
with the Plan to receive payment of the Participant’s Incentive Compensation
Award in the event of the death of the Participant prior to payment of the
Participant’s Incentive Compensation Award.



 



10.             The
“Target Incentive Opportunity” means an amount equal to a target percentage
multiplied by the base salary paid to the Participant from the Participant’s
effective date of participation through the end of the Plan Year.  Should a Participant have periods of illness
or injury during the Plan Year, payments such as sick leave or disability pay,
which are paid to the Participant in lieu of base salary during those periods,
will be considered as base salary for the purpose of computing the Target
Incentive Opportunity.



 



11.             “Achieved
Performance” shall mean the actual EBIT Margin for the Company, Division or
Business Unit per the Company’s yearend audited financial statements, measured
on the same basis and with the same adjustments as the Participant’s original
Performance Target and as otherwise adjusted pursuant to Article III,
Paragraph 2.



 



12.             “Performance
Target” shall mean the financial performance target for EBIT Margin for the
Company, Division or Business Unit, as the case may be, as determined through
the annual budgeting process for any Plan Year, as approved by the Executive
Office and as further described in Article III, Paragraph 2.



 



13.             “EBIT
Margin” (Earnings Before Interest and Taxes Margin) for the Company or for any
Division or Business Unit, as the case may be, shall be defined as net income
adjusted to remove any income tax expense or benefit and to remove any Net
Interest Expense; divided by gross revenue for the Company or the corresponding
Division or Business Unit, as the case may be.



 



14.             “Net
Interest Expense” for Sauer-Danfoss Inc. or for any Division or Business Unit,
as the case may be, shall be defined as interest expense, net of interest
income, on interest bearing indebtedness plus minority interest expense, net of
minority interest income.



 



15.             “Total
Company Factor” shall mean a weighting factor, from 0% to 100%, assigned by the
Executive Office to the Participant for the Plan Year and representing the
relative importance that the total Company’s performance shall have on a
Participant’s Incentive Compensation Award. 
The sum of the Participant’s Company Factor plus the Participant’s
Division / Business Unit factor shall equal 100%.



 



16.             “Division
/ Business Unit Factor” shall mean a weighting factor, from 0% to 100% assigned
by the Executive Office to the Participant for the Plan Year and representing
the relative importance that the Division / Business Unit shall have on a
Participant’s



 



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Incentive Compensation
Award.  The sum of the Participant’s
Total Company Factor plus the Participant’s Division / Business Unit Factor
shall equal 100%.



 



17.             “Permanent
and Total Disability” shall have the meaning ascribed to such term in the
Participant’s governing long-term disability plan.



 



18.             “Retirement”
shall mean the normal retirement date on which a Participant qualifies for full
retirement benefits under the Company’s qualified retirement plan, as
identified by the Executive Office.



 



19.             “Business
Discretionary Adjustment” shall mean an adjustment, solely at the discretion of
the Executive Office, to increase or decrease the Incentive Compensation Awards
for the Total Company and/or a specific Division and/or a specific Business
Unit by up to 20 percentage points prior to payment.



 



20.             “Individual
Performance Modifier” shall mean a percentage multiplier, from 0% to 125% that
can be applied, at the discretion of the Executive Office, to increase or
decrease an individual Participant’s Incentive Compensation Award, as adjusted
by any Business Discretionary Adjustment, prior to payment.



 



Article 2.  Definitions



 



Whenever used herein, the
following terms shall have the meanings set forth below, and, when the defined
meaning is intended, the term is capitalized:



 



(a)           Board” or “Board of Directors” means the Board of
Directors of the Company.



 



(b)           Beneficiary” shall mean any legal or
natural person designated by a Participant to receive any benefits payable
under the Plan on account of the Participant’s death.  Each designation by a Participant shall be
filed with the Company during the Participant’s lifetime on a form designated
by and acceptable to the Committee, from time to time, for such purpose (the “Beneficiary Designation Form”) and may
include successive or contingent Beneficiaries.  A Participant, by filing a Beneficiary
Designation Form with the Company during the Participant’s lifetime, may
change a Beneficiary Designation at any time, and from time to time, without
the consent of or notice to any person previously designated by the
Participant.



 



(c)           Change of Control” of the Company
means, and shall be deemed to have occurred upon any of the following events:



 



(i)            Together
with securities of the Company already held by such person, any person (other
than those persons already in control of the Company as of the date of the
corporate transaction, or other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or a corporation or
other entity owned directly or indirectly by the stockholders of the Company in



 



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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 more than fifty percent (50%) of the total voting
power of the Company’s then outstanding securities; provided, however, that a
Change in Control shall not result from:



 



(A)          Danfoss
A/S (as defined herein) acquiring securities of the Company from the Murmann Group,
as such term is defined below, either directly, or indirectly by acquiring
voting control of Danfoss Murmann Holding A/S or its successor; or



 



(B)           the
Murmann Group (as defined herein) acquiring securities of the Company from
Danfoss A/S either directly, or indirectly by acquiring voting control of
Danfoss Murmann Holding A/S or its successor; or



 



(ii)           During
any period of twelve (12) consecutive months, a majority of the individuals who
at the beginning of such period constitute the Board are replaced during such
period by individuals whose appointment or election is not endorsed by a
majority of the members of the Company’s Board prior to the date of the
appointment or election; or



 



(iii)          The
consummation of a plan of complete liquidation of the Company; or



 



(iv)          The
sale or disposition of all or substantially all the Company’s assets (i.e., greater than 80% of the total gross fair market value
of all of the assets of the Company immediately prior to such sale or
disposition) within a 12-month period ending on the date of the most recent
sale or disposition; or



 



(v)           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 entity) more than 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 a Participant, if the Participant is part of a
purchasing group which consummates the Change-in-Control transaction.  A Participant shall be deemed “part of a
purchasing group” for purposes of the preceding sentence if the Participant is
an equity participant in the purchasing company or group (except for (A) passive
ownership of less than one percent (1%) of the stock of the purchasing company;
or (B) 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 nonemployee continuing Directors).



 



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Notwithstanding anything to the contrary, this definition of Change in
Control must comply, at all times, with Code Section 409A, any regulations
issued with respect to Code Section 409A and any other guidance issued the
IRS and authoritative on the issue.



 



This excerpt taken from the SHS 10-Q filed May 4, 2007.

DEFINITIONS

AC Motor Business

 

as defined in Preamble (D)

Bonus Payments

 

as defined in Section 4.6 (e)

DC Motor Business

 

as defined in Preamble (D)

Third Party Claim

 

as defined in Section 5.4

Due Diligence CD-ROM

 

as defined in Section 5.1 (b) (y)

Shares

 

as defined in Preamble (C)

Company

 

as defined in Preamble (C)

Warranties

 

as defined in Section 4

Purchaser Claim

 

as defined in Section 5.1

Purchaser

 

as defined under No. 2 of the Recitals

Purchase Price

 

as defined in Section 3.1

Seller’s Knowledge

 

as defined in Section 4

Liquid Assets

 

as defined in Section 4.2 (b)

Necessary Production Resources

 

as defined in Section 4.3

Party

 

as defined in the Recitals

Parties

 

as defined in the Recitals

Pro Forma Balance Sheet

 

as defined in Section 4.2 (a)

S-D Kaiserslautern

 

as defined in Section 1.2

Taxes

 

as defined in Section 4.8

Cut-Off Date

 

as defined in Section 2.2

Seller

 

as defined under No. 1 of the Recitals

Sealing Period

 

as defined in Section 10.6

Closing Date

 

as defined in Section 3.2

Auditors

 

as defined in Section 5.3 (a)

 

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This excerpt taken from the SHS DEF 14A filed Apr 24, 2006.
Article 2. Definitions

Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.

This excerpt taken from the SHS ARS filed Apr 24, 2006.
Article 2. Definitions

Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.

These excerpts taken from the SHS 8-K filed Dec 13, 2005.

II.            DEFINITIONS.

 

When used in the Plan and initially capitalized, the following words and phrases shall have the meanings indicated:

 

2.1.                             

Article 2.  Definitions

 

Whenever used herein, the following terms shall have the meanings set forth below, and, when the defined meaning is intended, the term is capitalized:

 

(a)                                  “Board” or “Board of Directors” means the Board of Directors of the Company.

 

(b)                                 “Beneficiary” shall mean any legal or natural person designated by a Participant to receive any benefits payable under the Plan on account of the Participant’s death.  Each designation by a Participant shall be filed with the Company during the Participant’s lifetime on a form substantially in the form of the attached Exhibit “A” (“Beneficiary Designation Form”) and may include successive or contingent Beneficiaries.  A Participant, by filing a Beneficiary Designation Form with the Company during the Participant’s lifetime, may change a Beneficiary Designation at any time, and from time to time, without the consent of or notice to any person previously designated by the Participant.

 

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(c)                                  “Change of Control” of the Company means, and shall be deemed to have occurred upon any of the following events:

 

(i)                                     Together with securities of the Company already held by such person, any person (other than those persons already 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 or other entity 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 more than fifty percent (50%) of the total voting power of the Company’s then outstanding securities; provided, however, that a Change in Control shall not result from (a) Danfoss A/S, as defined below, acquiring securities of the Company from the Murmann Group, as such term is defined below, either directly, or indirectly by acquiring voting control of Danfoss Murmann Holding A/S or its successor; or (b) the Murmann Group acquiring securities of the Company from Danfoss A/S 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), a majority of the individuals who at the beginning of such period constitute the Board are replaced during such period by individuals whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of the appointment or election; or

 

(iii)                               The consummation of a plan of complete liquidation of the Company; or

 

(iv)                              The sale or disposition of all or substantially all the Company’s assets (i.e., greater than 80% of the total gross fair market value of all of the assets of the Company immediately prior to such sale or disposition) within a 12-month period ending on the date of the most recent sale or disposition; or

 

(v)                                 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 entity) more than 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.

 

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However, in no event shall a “Change in Control” be deemed to have occurred with respect to a Participant, if the Participant is part of a purchasing group which consummates the Change-in-Control transaction.  A Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant 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 nonemployee continuing Directors).

 

For purposes of subparagraph (i) of this paragraph (c), (A) Danfoss A/S shall be deemed to mean any one or more of Danfoss A/S, any of its subsidiaries or related or affiliated companies or joint ventures, or any successor of the foregoing; and (B) the Murmann Group shall be deemed to mean any one or more of (i) Klaus Murmann, (ii) any member of his immediate family, (iii) any entity a majority of the voting interests of which are owned, directly or indirectly, by Klaus Murmann and/or any member or members of his immediate family, or (iv) trust, a majority of which is owned by, or a majority of the beneficiaries of which consist of, directly or indirectly, Klaus Murmann, and/or any member or members of his immediate family.

 

Notwithstanding anything to the contrary, this definition of Change in Control must comply, at all times, with Code Section 409A, any regulations issued with respect to Code Section 409A and any other guidance issued the IRS and authoritative on the issue.

 

(d)                                 “Code” means the Internal Revenue Code of 1986, as amended.

 

(e)                                  “Committee” means the Compensation Committee of the Board or such other committee appointed by the Board to administer the Plan, as described in Article 3 herein.

 

(f)                                    “Company” means Sauer-Danfoss Inc., a Delaware corporation

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