**Exhibit10.3**

**CascadeCorporation Stock Appreciation Rights and Restricted Stock Plan**

**RESTRICTEDSTOCK AGREEMENT**

***(Director)***

This RESTRICTED STOCKAGREEMENT (this “Agreement”) is between Cascade Corporation (“Cascade”), and                            (“Participant”), and is effective as of                                  (the “Grant Date”).

1.             **Grant of RestrictedStock**.  Cascade herebygrants to Participant all right, title and interest in the record andbeneficial ownership of           shares (the “Restricted Stock”) of Cascade’s common stock (“Common Stock”),pursuant to the Cascade Corporation Stock Appreciation Rights and RestrictedStock Plan as amended effective June 5, 2007 (the “Plan”).  The Restricted Stock is granted subject tothe conditions and restrictions set forth in this Agreement and the provisionsof the Plan, which is incorporated herein. All references to specified sections pertain to sections of thisAgreement unless otherwise specifically stated.

2.             **Custody ofRestricted Stock**.  Cascadeshall issue a certificate or certificates for such number of shares ofRestricted Stock (or shall otherwise cause such shares to be credited to anaccount on behalf of Participant) as are required to be issued and deliveredunder this Agreement. The shares of Restricted Stock are not transferable andshall be retained by Cascade, subject to the provisions of the Plan and thisAgreement, until such times as the applicable restrictions on the transfer ofsuch shares expire or otherwise lapse and the other conditions of the Plan andthis Agreement have been satisfied. Participant shall execute such stock transfer documents as Cascade mayrequest to permit Cascade to transfer shares in the event of forfeiture asprovided by Section 3.

3.             **Risk of Forfeiture**.  Should Participant’s service as a member ofCascade’s Board of Directors (“Director”) terminate prior to the expiration ofany of the vesting periods set forth in Paragraph 4, Participant shall forfeitthe right to receive the Restricted Stock that would otherwise have vested atthe expiration of such periods.  Sharesof 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 tothis Agreement shall vest in 25% increments upon Participant’s continuedservice as a Director twelve months, twenty-four months, thirty-six months andforty-eight months 

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after the Grant Date, and shall be fully vested uponthe Director’s death or having reached such mandatory retirement age as mayhave been established for Directors.  Thenumber of shares vesting as of the first increment shall be adjusted to theextent necessary to assure that no fractional shares vest at the expiration ofany period.

5.             **Ownership Rights**.  Subject to the restrictions set forth hereinand in the Plan, Participant is entitled to all voting and ownership rightsapplicable to the Restricted Stock, including the right to receive anydividends that may be paid on Restricted Stock, whether or not vested.

6.             **Reorganization ofCascade**.  The existence ofthis Agreement shall not affect in any way the right or power of Cascade or itsstockholders to make or authorize any or all adjustments, recapitalizations,reorganizations or other changes in Cascade’s capital structure or itsbusiness, or any merger or consolidation of Cascade or issue any debtinstruments or prior preference stock ahead of or affecting the RestrictedStock or the rights thereof, or the dissolution or liquidation of Cascade, orany sale or transfer of all or any part of its assets or business, or any othercorporate act or proceeding, whether of a similar character or otherwise.

7.             **Adjustment ofShares**.  In the event ofstock dividends, spin-offs of assets or other extraordinary dividends, stocksplits, combinations of shares, recapitalizations, mergers, consolidations,reorganizations, liquidations, issuances of rights or warrants and similartransactions or events involving Cascade (“Recapitalization Events”), then forall purposes references herein to Common Stock or to Restricted Stock shallmean and include all securities or other property (other than cash) thatholders of Common Stock of Cascade are entitled to receive in respect of CommonStock by reason of each successive Recapitalization Event, which securities orother property (other than cash) shall be treated in the same manner and shallbe subject to the same restrictions as the underlying Restricted Stock.

8.             **CertainRestrictions**.  By acceptingthe Restricted Stock, Participant agrees that if at the time of delivery ofcertificates for shares of Restricted Stock issued hereunder any sale of suchshares is not covered by an effective registration statement filed under theSecurities Act of 1933 (the “Act”), Participant will acquire the RestrictedStock for Participant’s own account and without a view to resale ordistribution in violation of the Act or any other securities law, and upon anysuch acquisition Participant will enter into such written representations,warranties and agreements as Cascade may reasonably request in order to complywith the Act or any other securities law or with this Agreement.  Certificates representing shares issued pursuantto this Agreement shall bear restrictive legends evidencing the restrictionsimposed by this Agreement.

9.             **Nontransferabilityof Award.** This Award isnot transferable.  No right or benefithereunder shall in any manner be liable for or subject to any debts, contracts,or other liabilities of Participant.

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10.           **Amendmentand Termination**. This Agreement may be amended or modified onlyin writing signed by the parties.  Noamendment or termination of the Plan may adversely affect Participant’s rightsunder this Agreement.

11.           **Withholdingof Taxes.** Participant agrees to pay to Cascade an amountsufficient to provide for any withholding or similar tax liability imposed onCascade in connection with or with respect to Participant’s shares ofRestricted Stock.  Should Participantelect to be taxed pursuant to Section 83(b) of the Internal Revenue Code,Participant shall notify Cascade in writing within 30 days of the making ofsuch election.

12.           **NoGuarantee of Tax Consequences**. Cascade makes no commitment orguarantee as to the tax treatment applicable to the Restricted Stock under thelaws of any jurisdiction.

13.           **Severability**.In the event that any provision of this Agreement shall be held illegal,invalid, or unenforceable for any reason, such provision shall be fullyseverable, but shall not affect the remaining provisions of this Agreement andthis Agreement shall be construed and enforced as if the illegal, invalid, orunenforceable provision had never been included herein.

14.           **GoverningLaw**. The Agreement shall be construed in accordance with thelaws of the State of Oregon.

DATED effective                            .
| CASCADE CORPORATION |   | PARTICIPANT |
|---------------------|--------|-------------|
|                |   |        |
|                |   |        |
| By                  |   |        |   |
| Title:              |   |        | Print Name |   |
|                     |        |             |  |  |  |

 

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