Exhibit 10.2
Cascade Corporation Stock
Appreciation Rights and Restricted Stock Plan
RESTRICTED STOCK
AGREEMENT
(Employee)
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, or in
order to meet income tax obligations as provided by Section 12.
3.
Risk of Forfeiture .
Should Participant’s Cascade employment 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. For purposes of this Agreement, “Cascade
employment” means employment by Cascade or a subsidiary
entity. The determination by the Compensation Committee of
Cascade’s Board of Directors (“Committee”) in
good faith regarding whether a termination of employment has
occurred shall be conclusive. Shares of Restricted
Stock that have been forfeited shall no longer be outstanding, and
shall be returned to Cascade’s authorized but unissued
shares.
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4.
Vesting Periods . The
shares of Restricted Stock subject to this Agreement shall vest in
33 1/3% increments upon Participant’s continued employment
twelve months, twenty-four months, and thirty-six months after the
Grant Date. 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 and in the Plan,
Participant is entitled to all voting and ownership rights
applicable to the Restricted Stock, including the right to receive
any dividends that may be paid on Restricted Stock, whether or not
vested.
6.
Reorganization of Cas
