**Exhibit10.2**

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

**RESTRICTEDSTOCK AGREEMENT**

***(Employee)***

This RESTRICTED STOCKAGREEMENT (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 allright, 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 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 of Restricted Stock**.  Cascade shall issue a certificate orcertificates for such number of shares of Restricted Stock (or shall otherwisecause such shares to be credited to an account on behalf of Participant) as arerequired to be issued and delivered under this Agreement. The shares ofRestricted Stock are not transferable and shall be retained by Cascade, subjectto the provisions of the Plan and this Agreement, until such times as theapplicable restrictions on the transfer of such shares expire or otherwiselapse and the other conditions of the Plan and this Agreement have beensatisfied.  Participant shall executesuch stock transfer documents as Cascade may request to permit Cascade totransfer shares in the event of forfeiture as provided by Section 3, or inorder to meet income tax obligations as provided by Section 12.

3.             **Risk of Forfeiture**.  Should Participant’s Cascade employmentterminate prior to the expiration of any of the vesting periods set forth inParagraph 4, Participant shall forfeit the right to receive the RestrictedStock that would otherwise have vested at the expiration of such periods.  For purposes of this Agreement, “Cascadeemployment” means employment by Cascade or a subsidiary entity. Thedetermination by the Compensation Committee of Cascade’s Board of Directors (“Committee”)in good faith regarding whether a termination of employment has occurred shallbe conclusive.   Shares of RestrictedStock that have been forfeited shall no longer be outstanding, and shall bereturned to Cascade’s authorized but unissued shares.

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4.             **Vesting Periods**.  The shares of Restricted Stock subject tothis Agreement shall vest in 33 1/3% increments upon Participant’s continuedemployment twelve months, twenty-four months, and thirty-six months after theGrant Date.  The number of shares vestingas of the first increment shall be adjusted to the extent necessary to assurethat no fractional shares vest at the expiration of any 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 of Cascade and Subsidiaries**.  The existence of this Agreement shall notaffect in any way the right or power of Cascade or its stockholders to make orauthorize any or all adjustments, recapitalizations, reorganizations or otherchanges in Cascade’s capital structure or its business, or any merger orconsolidation of Cascade or issue any debt instruments  or prior preference stock ahead of oraffecting the Restricted Stock or the rights thereof, or the dissolution orliquidation of Cascade, or any sale or transfer of all or any part of itsassets or business, or any other corporate act or proceeding, whether of asimilar character or otherwise.

7.             **Adjustment of Shares**.  In the event of stock dividends, spin-offs ofassets or other extraordinary dividends, stock splits, combinations of shares,recapitalizations, mergers, consolidations, reorganizations, liquidations,issuances of rights or warrants and similar transactions or events involvingCascade (“Recapitalization Events”), then for all purposes references herein toCommon Stock or to Restricted Stock shall mean and include all securities orother property (other than cash) that holders of Common Stock of Cascade areentitled to receive in respect of Common Stock by reason of each successiveRecapitalization Event, which securities or other property (other than cash)shall be treated in the same manner and shall be subject to the samerestrictions as the underlying Restricted Stock.

8.             **Certain Restrictions**.  By accepting the Restricted Stock,Participant agrees that if at the time of delivery of certificates for sharesof Restricted Stock issued hereunder any sale of such shares is not covered byan effective registration statement filed under the Securities Act of 1933 (the“Act”), Participant will acquire the Restricted Stock for Participant’s ownaccount and without a view to resale or distribution in violation of the Act orany other securities law, and upon any such acquisition Participant will enterinto such written representations, warranties and agreements as Cascade mayreasonably request in order to comply with the Act or any other securities lawor with this Agreement.  Certificatesrepresenting shares issued pursuant to this Agreement shall bear restrictivelegends evidencing the restrictions imposed by this Agreement.

9.             **Nontransferability of Award.** This Award is not transferable.  No right or benefit hereunder shall in anymanner be liable for or subject to any debts, contracts, or other liabilitiesof Participant.

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10.           **Amendment and Termination**.  This Agreement may be amended or modifiedonly in writing signed by the parties. No amendment or termination of the Plan may adversely affect Participant’srights under this Agreement.

11.           **No Guarantee of Employment**.  Neither this Agreement nor the Plan shallconfer upon Participant any right with respect to continuance of employment orother service with Cascade or any subsidiary entity.

12.           **Withholding of Taxes.**   Participant agrees to pay to Cascade anamount sufficient to provide for any withholding or similar tax liabilityimposed on Cascade in connection with or with respect to any vesting of, ordividends or other amounts payable to Participant under this Agreement inconnection with, shares of Restricted Stock. Alternatively, the Committee mayin its discretion (i) make deductions from the number of shares of RestrictedStock otherwise deliverable upon satisfaction of the conditions precedent underthis Agreement (and from dividends or any other amounts payable to Participantunder this Agreement) in amounts sufficient to satisfy withholding of anyfederal, state or local taxes required by law, or (ii) take such other actionas may be necessary or appropriate to satisfy any such tax withholdingobligations.  Should Participant elect tobe taxed pursuant to Section 83(b) of the Internal Revenue Code, Participantshall notify Cascade in writing within 30 days of the making of such election.

13.           **No Guarantee of Tax Consequences**.  Cascade makes no commitment or guarantee asto the tax treatment applicable to the Restricted Stock under the laws of anyjurisdiction.

14.           **Severability**.  In the event that any provision of thisAgreement shall be held illegal, invalid, or unenforceable for any reason, suchprovision shall be fully severable, but shall not affect the remainingprovisions of this Agreement and this Agreement shall be construed and enforcedas if the illegal, invalid, or unenforceable provision had never been includedherein.

15.           **Governing Law**.  The Agreement shall be construed inaccordance with the laws of the State of Oregon.

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

 

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