Exhibit 10.3
Cascade Corporation Stock
Appreciation Rights and Restricted Stock Plan
RESTRICTED STOCK
AGREEMENT
(Director)
This RESTRICTED STOCK AGREEMENT (this
“Agreement”) is between Cascade Corporation
(“Cascade”), and
(“Participant”), and is effective as of
(the “Grant Date”).
1.
Grant of Restricted Stock
. Cascade hereby grants to Participant all right, title and
interest in the record and beneficial ownership of
shares
(the “Restricted Stock”) of Cascade’s common
stock (“Common Stock”), pursuant to the Cascade
Corporation Stock Appreciation Rights and Restricted Stock Plan as
amended effective June 5, 2007 (the “Plan”). The
Restricted Stock is granted subject to the conditions and
restrictions set forth in this Agreement and the provisions of the
Plan, which is incorporated herein. All references to
specified sections pertain to sections of this Agreement unless
otherwise specifically stated.
2.
Custody of Restricted Stock
. Cascade shall issue a certificate or certificates for such
number of shares of Restricted Stock (or shall otherwise cause such
shares to be credited to an account on behalf of Participant) as
are required to be issued and delivered under this Agreement. The
shares of Restricted Stock are not transferable and shall be
retained by Cascade, subject to the provisions of the Plan and this
Agreement, until such times as the applicable restrictions on the
transfer of such shares expire or otherwise lapse and the other
conditions of the Plan and this Agreement have been
satisfied. Participant shall execute such stock transfer
documents as Cascade may request to permit Cascade to transfer
shares in the event of forfeiture as provided by Section
3.
3.
Risk of Forfeiture .
Should Participant’s service as a member of Cascade’s
Board of Directors (“Director”) terminate prior to the
expiration of any of the vesting periods set forth in Paragraph 4,
Participant shall forfeit the right to receive the Restricted Stock
that would otherwise have vested at the expiration of such
periods. Shares of Restricted Stock that have been forfeited
shall no longer be outstanding, and shall be returned to
Cascade’s authorized but unissued shares.
4.
Vesting Periods . The
shares of Restricted Stock subject to this Agreement shall vest in
25% increments upon Participant’s continued service as a
Director twelve months, twenty-four months, thirty-six months and
forty-eight months
1
after the
Grant Date, and shall be fully vested upon the Director’s
death or having reached such mandatory retirement age as may have
been established for Directors. The number of shares vesting
as of the first increment shall be adjusted to the extent necessary
to assure that no fractional shares vest at the expiration of any
period.
5.
Ownership Rights .
Subject to the restrictions set forth herein
