QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 4.3
  
  CASCADE CORPORATION
  1999 AMENDMENT AND RESTATEMENT OF 1995 SENIOR MANAGERS'
  INCENTIVE STOCK OPTION PLAN    
  


	1.
	Purposes.




        This
amendment and restatement of the Cascade Corporation 1995 Senior Managers' Incentive Stock Option Plan (the "Plan") is intended to further the Plan's purposes of attracting,
motivating and retaining employees in senior management, to enable the Corporation and its subsidiaries to attract and retain the services of qualified directors, to permit fulfillment of certain
option grant commitments, and to provide the Corporation and its subsidiaries additional flexibility in formulating incentives. 



	2.
	Shares
Subject to the Plan. 



        Subject
to adjustment as provided below and in Section 11, up to 1,400,000 shares of Common Stock of the Corporation (the "Shares"), including those currently subject to options,
may be offered and issued under the Plan. If an option or a stock appreciation right granted under the Plan expires, terminates or is canceled, the unissued Shares subject to such option or stock
appreciation right shall again be available under the Plan. If Shares sold or awarded as a bonus under the Plan are forfeited to the Corporation or repurchased by the Corporation, the number of Shares
forfeited or repurchased shall again be available under the Plan. 



	3.
	Effective
Date and Duration of Plan.



	(i)
	Effective
Date. The amended and restated Plan shall become effective when adopted by the Board of Directors of the Corporation (the "Board") and approved by the shareholders at the
1999 Annual Meeting of Shareholders. No awards under the Plan as amended and restated which would not have
been permitted under the Plan as originally adopted shall be valid until such approval has been granted.



	(ii)
	Duration.
No options or stock appreciation rights or awards may be granted under the Plan, no stock bonuses may be awarded under the Plan, and no Shares may be sold under the Plan
after May 8, 2005. However, the Plan shall continue in effect until all Shares available for issuance under the Plan have been issued and all restrictions on such Shares have lapsed. The Board
may suspend or terminate the Plan at any time, except with respect to outstanding options, stock appreciation rights and Shares subject to restrictions. Termination shall not affect any outstanding
options, stock appreciation rights, any right of the Corporation to repurchase Shares, or the forfeitability of Shares issued under the Plan. 





	4.
	Administration. 



The
Plan shall be administered by a Stock Option Committee composed of not less than three members of the Board who are ineligible to receive options under the Plan other than pursuant to
Section 10. The Committee shall have full power and authority, subject to the provisions of the Plan, to: 


	(i)
	Designate
participants;



	(ii)
	Determine
the amount and other terms and conditions of the awards;



	(iii)
	Adopt
and amend rules and regulations relating to administration of the Plan, advance the lapse of any waiting period, accelerate any exercise date, waive or modify any restriction
applicable to Shares (except those restrictions imposed by law) and make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. 



1





 





Decisions
of the Committee as to interpretation of, and rights granted pursuant to, the Plan and any related agreement shall be final. The Committee in its sole discretion may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any related agreement. 


At
any time when the officers and directors of the Corporation are subject to Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), the Committee shall consist solely of
"disinterested" directors as such term is defined from time to time in Rule 16b-3 under the Exchange Act. No member of the Committee shall be eligible to receive any award under the
Plan while such person serves as a Committee member, except pursuant to Section 10. 



	5.
	Types
of Awards; Eligibility. 



        The
Committee may from time to time, take the following actions under the Plan: 


	(i)
	Grant
Incentive Stock Options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), as provided in Section 6(ii);



	(ii)
	Grant
options other than Incentive Stock Options ("Nonstatutory Stock Options") as provided in Section 6(iii);



	(iii)
	Award
stock bonuses as provided in Section 7;



	(iv)
	Sell
Shares as provided in Section 8; and



	(v)
	Grant
stock appreciation rights or other awards of stock or awards valued in whole or in part by reference to, or otherwise based on, stock or other property of the Corporation
("Other Stock Unit Awards") as provided in Section 9. 




Any
such awards may be made to employees (including employees who are officers or directors) of the Corporation or of any subsidiary; provided, however, that only employees of the Corporation or a
subsidiary shall be eligible to receive Incentive Stock Options under the Plan; and, provided further, that directors who are not employees shall receive awards only pursuant to Section 10. The
Committee shall select the individuals to whom awards shall be made and shall specify the action taken with respect to each individual to whom an award is made under the Plan. At the discretion of the
Committee, an individual may be given an election to surrender an award in exchange for the grant of a new award. 



	6.
	Option
Grants.



	(i)
	Grant.
Options granted under the Plan shall be evidenced by stock option agreements in such form as the Committee shall from time to time approve in
accordance with Plan. With respect to each option grant, the Committee shall determine the number of Shares subject to the option, the option price, the period of the option, and the time or times at
which the option may be exercised and whether the option is an Incentive Stock Option or a Nonstatutory Stock Option.



	(ii)
	Incentive
Stock Options. Incentive Stock Options granted under the Plan shall be subject to the following terms and conditions:



	(a)
	No
employee may be granted Incentive Stock Options under the Plan such that the aggregate fair market value, on the date of grant, of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by that employee during any calendar year under the Plan and under any other incentive stock option plan (within the meaning of Section 422 of the
Code) of the Corporation or of any parent or subsidiary corporation of the Corporation exceeds $100,000. 








2





 


	(b)
	An
Incentive Stock Option may be granted under the Plan to an employee possessing more than 10 percent of the total combined voting power of all classes of stock of the
Corporation or of any subsidiary on of the Corporation only if the option price is at least 110 percent of the fair market value, as described in Section 6(ii) (d), of the Shares
subject to the option on the date it is granted, and the option by its terms is not exercisable more than five years from the date of grant.



	(c)
	Subject
to Sections 6(ii)(e) and 6(iv), Incentive Stock Options granted under the Plan shall continue in effect for the period fixed by the Committee, except that no Incentive Stock
Option shall be exercisable more than 10 years from the date of grant.



	(d)
	The
option price per share shall be determined by the Committee at the time of grant. Subject to Section 6(ii)(e), the option price shall not be less than 100 percent of
the fair market value of the Shares covered by the Incentive Stock Option at the date the option is granted. The fair market value shall be deemed to be the closing price for the Common Stock of the
Corporation as reported by the New York Stock Exchange on the day the option is granted, or if there has been no sale on that date, on the last preceding date on which a sale occurred, or such other
reported fair market value of the Common Stock of the Corporation as shall be properly relied upon by the Committee.



	(e)
	The
Committee may at any time without the consent of the optionee convert an Incentive Stock Option into a Nonstatutory Stock Option. 





	(iii)
	Nonstatutory
Stock Options. Nonstatutory Stock Options shall be subject to the following terms and conditions, in addition to those terms above which
are not inconsistent:



	(a)
	The
option price for Nonstatutory Stock Options shall be determined by the Committee at the time of grant. The option price may not be less than 85 percent of the fair market
value of the Shares covered by the Nonstatutory Stock Option on the date of grant. The fair market value of the Shares covered by a Nonstatutory Stock Option shall be determined pursuant to
Section 6(ii)(d).



	(b)
	Nonstatutory
Stock Options granted under the Plan shall continue in effect for the period fixed by the Committee. 









	(iv)
	Exercise
of Options.    Except as provided in Section 6(vi) or as determined by the Committee, no option granted under the
Plan may be exercised unless at the time of such exercise the optionee has been continuously employed by or in the service of the Corporation or any subsidiary of the Corporation since the date such
option was granted. Absence on leave or on account of illness or disability under rules established by the Committee shall not, however, be deemed an interruption of employment for purposes of the
Plan. Unless otherwise determined by the Committee, vesting of options shall not continue during an absence on leave (including an extended illness) or on account of disability. No option may be
exercised by an officer or director of the Corporation within six months of the date of grant. Except as provided in Sections 6(vi), 11 and 12, options granted under the Plan may be exercised from
time to time during the option term for such whole numbers of Shares and at such times as shall be prescribed by the Committee. Unless otherwise determined by the Committee, if the optionee does not
exercise an option in any one year with respect to the full number of Shares to which the optionee is entitled in that year, the optionee's rights shall be cumulative and the optionee may purchase
those Shares in any subsequent year during the term of the option.



	(v)
	Nontransferability.
Each option granted under the Plan by its terms shall be nonassignable and nontransferable by the optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of the state or country of the optionee's domicile at 



3





 


the
time of death; provided, however, that with the consent of the Committee, Nonstatutory Stock Options may be assigned or transferred pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, as amended ("ERISA"), or the rules thereunder. Each option granted under the Plan by its terms shall be exercisable during the
optionee' s lifetime only by the optionee, or the optionee's permitted assignee or transferee pursuant to such a qualified domestic relations order. 



	(vi)
	Termination
of Employment or Service.



	(a)
	In
the event the employment of the optionee by the Corporation or a subsidiary of the Corporation terminates for any reason other than death or physical disability, the option may be
exercised at any time prior to the expiration date of the option or the expiration of three months after the date of such termination, whichever is the shorter period, to the extent the optionee was
entitled to exercise the option at the date of termination.



	(b)
	In
the event of the termination of the optionee's employment or service with the Corporation or a subsidiary of the Corporation because the optionee becomes disabled (within the
meaning of Section 22(e) (3) of the Code), the option may be exercised at any time prior to the expiration date of the option or the expiration of one year after the date of such
termination, whichever is the shorter period, to the extent the optionee was entitled to exercise the option at the date of termination.



	(c)
	In
the event of the death of an optionee while employed by the Corporation or a subsidiary of the Corporation, the option may be exercised at any time prior to the expiration date of
the option or the expiration of one year after the date of such death, whichever is the shorter period, to the extent the optionee was entitled to exercise the option on the date of death. The option
may be exercised only by the person or persons to whom such optionee's rights under the option shall pass by the optionee's will or by the laws of descent and distribution of the state or country of
domicile at the time of death.



	(d)
	The
Committee, at the time of grant or at any time thereafter, may extend the three-month and one-year expiration periods to any length of time not later than the original
expiration date of the option, and may increase the portion of an option that is exercisable, subject to such terms and conditions as the Committee may determine.



	(e)
	To
the extent that the option of any deceased optionee or of any optionee whose employment or service terminates is not exercised within the applicable period, all further rights to
purchase Shares pursuant to such option shall cease and terminate. 









	(vii)
	Purchase
of Shares. Unless the Committee determines otherwise:



	(a)
	Shares
may be acquired pursuant to an option only upon receipt by the Corporation of notice in writing from the optionee of the optionee' s intention to exercise, specifying the
number of Shares as to which the optionee desires to exercise the option and the date on which the optionee desires to complete the transaction, and, if required to comply with the Securities Act of
1933, as amended, or state securities laws, the notice shall include a representation that it is the optionee's intention to acquire the Shares for investment and not with a view to distribution. The
certificates representing the Shares shall bear any legends required by the Committee.



	(b)
	On
or before the date specified for completion of the purchase of Shares pursuant to an option, the optionee must have paid the Corporation the full purchase price of such Shares in
cash (including, with the consent of the Committee, cash that may be the 






4





 



proceeds
of a loan from the Corporation), or, with the consent of the Committee, in whole or in part, in Shares valued at fair market value, as determined pursuant to Section 6(ii)(d). 



	(c)
	All
payments made to the Corporation in connection with the exercise of an option must be made by certified or cashier's check. No shares shall be issued until full payment therefor
has been made. 





With
the consent of the Committee, an optionee may request the Corporation to apply the Shares to be received upon the exercise of a portion of a stock option (even though stock certificates have not
yet been issued) automatically to satisfy the purchase price for additional portions of the stock option. 


Each
optionee who has exercised an option shall immediately upon notification of the amount due, if any, pay to the Corporation in cash amounts necessary to satisfy any applicable federal, state and
local tax withholding requirements. If additional withholding is or becomes required beyond any amount deposited before delivery of the certificates, the optionee shall pay such amount to the
Corporation on demand. If the optionee fails to pay the amount demanded, the Corporation or any parent or subsidiary corporation of the Corporation may withhold that amount from other amounts or
property payable to the optionee by the Corporation or by the subsidiary, including salary and Shares issuable upon exercise of any option under this Plan, subject to applicable law. With the consent
of the Committee, an optionee may deliver Shares to the Corporation to satisfy the withholding obligation. 



	7.
	Stock
Bonuses. 



        The
Committee may award Shares under the Plan as stock bonuses. Shares awarded as a stock bonus shall be subject to such terms, conditions, and restrictions as the Committee may
determine. The restrictions may include restrictions concerning transferability, repurchase by the Corporation and forfeiture of the Shares issued, and such other restrictions as may the Committee may
determine. The Committee may not require the recipient to pay any monetary consideration other than amounts necessary to satisfy tax withholding requirements. The certificates representing the Shares
awarded shall bear any legends required by the Committee. The Corporation may require any recipient of a stock bonus to pay to the Corporation in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the recipient fails to pay the amount demanded, the Corporation or any subsidiary of the Corporation may withhold that amount from
other amounts payable to the recipient by the Corporation or the parent or subsidiary corporation, including salary, subject to applicable law. With the consent of the Committee, a recipient may
deliver Shares to the Corporation to satisfy the withholding obligation. In addition to stock bonus awards authorized in this Section 7, the Committee may also authorize the issuance of stock
bonus Shares in connection with an employee stock ownership plan ("ESOP") which complies with all applicable statutes, in which case the Shares so authorized shall be issued to and held by the
employee stock ownership trust established in connection with the ESOP. 



	8.
	Stock
Sales. 



        The
Committee may issue Shares under the Plan for consideration (including promissory notes and services) determined by the Committee; provided that in no event shall the consideration
be less than 85 percent of the fair market value of the Shares at the time of issuance, determined pursuant to Section 6(ii)(d). Shares issued under this Section 8 shall be
subject to terms, conditions and restrictions determined by the Committee. The restrictions may include restrictions concerning transferability, repurchase by the Corporation and forfeiture of the
Shares issued, and such other restrictions as the Committee may determine. The certificates representing the Shares shall bear 



5





 


any legends required by the Committee. The Corporation may require any purchaser of Shares issued under this Section 8 to pay to the Corporation in cash upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements. If the purchaser fails to pay the amount demanded, the Corporation or any subsidiary of the Corporation may withhold that
amount from other amounts payable to the purchaser by the Corporation or any subsidiary, including salary, subject to applicable law. With the consent of the Committee, a purchaser may deliver Shares
to the Corporation to satisfy the withholding obligation. 



	9.
	Stock
Appreciation Rights and Other Stock Unit Awards.



	(i)
	Stock
Appreciation Rights.



	(a)
	Grant. Stock appreciation rights may be granted under the Plan by the Committee, subject to such rules, terms, and conditions as the
Committee prescribes.



	(b)
	Exercise. 
	(A)
	A
stock appreciation right shall be exercisable only at the time or times established by the Committee. If a stock appreciation right is granted in connection with an option, the
stock appreciation right shall be exercisable only to the extent and on the same conditions that the related option could be exercised. Upon exercise of a stock appreciation right, any option or
portion thereof to which the stock appreciation right relates terminates. If a stock appreciation right is granted in connection with an option, upon exercise of the option, the stock appreciation
right or portion thereof to which the option relates terminates. No stock appreciation right granted to an officer or director may be exercised during the first six months following the date of grant.



	(B)
	The
Committee may withdraw any stock appreciation right granted under the Plan at any time and may impose any conditions upon the exercise of a stock appreciation right or adopt rules
and regulations from time to time affecting the rights of holders of stock appreciation rights. Such rules and regulations may govern the right to exercise stock appreciation rights granted before
adoption or amendment of such rules and regulations as well as stock appreciation rights granted thereafter.



	(C)
	Each
stock appreciation right shall entitle the holder, upon exercise, to receive from the Corporation in exchange therefor an amount equal in value to the excess of the fair market
value on the date of exercise of one Share over its fair market value on the date of grant (or, in the case of a stock appreciation right granted in connection with an option, the option price per
Share under the option to which the stock appreciation right relates), multiplied by the number of Shares covered by the stock appreciation right or the option, or portion thereof, that is
surrendered. No stock appreciation right shall be exercisable at a time that the amount determined under this Subsection is negative. Payment by the Corporation upon exercise of a stock appreciation
right may be made in Shares valued at fair market value, in cash, or partly in Shares and partly in cash, all as determined by the Committee.



	(D)
	For
purposes of this Section 9, the fair market value of the Shares shall be determined pursuant to Section 6(ii)(d), as of the trading day preceding the date the stock
appreciation right is exercised.



	(E)
	No
fractional Shares shall be issued upon exercise of a stock appreciation right. In lieu thereof, cash may be paid in an amount equal to the value of the fraction or, if the
Committee shall determine, the number of Shares may be rounded downward to the next whole Share. 











6





 





	(F)
	Each
participant who has exercised a stock appreciation right shall, upon notification of the amount due, pay to the Corporation in cash amounts necessary to satisfy any applicable
federal, state or local tax withholding requirements. If the participant fails to pay the amount demanded, the Corporation or any parent or subsidiary corporation of the Corporation may withhold that
amount from other amounts payable to the participant by the Corporation or any subsidiary, including salary, subject to applicable law. With the consent of the Committee, a participant may satisfy
this obligation, in whole or in part, by having the Corporation withhold from any Shares to be issued upon the exercise that number of Shares that would satisfy the withholding amount due or by
delivering Shares to the Corporation to satisfy the withholding amount.



	(G)
	Upon
the exercise of a stock appreciation right for Shares, the number of Shares reserved for issuance under the Plan shall be reduced by the number of Shares issued. Cash payments of
stock appreciation rights shall not reduce the number of Shares reserved for issuance under the Plan. 






	(ii)
	Other
Stock Unit Awards. The Committee shall also be authorized to grant to participants, either alone or in addition to other awards granted under the
Plan, awards of Shares and other awards that are valued in whole or in part by reference to, or otherwise based on, Common Stock or other property. These Other Stock Unit Awards may be paid in Common
Stock of the Corporation, cash, or any other form of property as the Committee shall determine. The Committee shall determine the participants to whom Other Stock Unit Awards are to be made, the times
at which such awards are to made, the number of Shares to be granted pursuant to such awards, and all other conditions of such
awards. The provisions of Other Stock Unit Awards need not be the same with respect to each recipient. The participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber
the Shares so awarded prior to the later of the date on which the Shares are issued, or the date on which any applicable restriction, performance or deferral period lapses. For any such award or
Shares subject to any such award, the transferability of which is conditional only on the passage of time, such restriction period shall be a minimum of one (1) year. Shares (including
securities convertible into Shares) granted pursuant to Other Stock Unit Awards may be issued for no cash consideration or for such minimum consideration as may be required by applicable law. Shares
(including securities convertible into Shares) purchased pursuant to purchase rights granted pursuant to Other Stock Unit Awards may be purchased for such consideration as the Committee shall
determine, which price shall not be less than the fair market value of such Shares or other securities on the date of grant. 





	10.
	Option
Grants to Non-Employee Directors.



	(i)
	Automatic
Grants. Immediately upon the adjournment of the 1999 annual shareholder meeting, each person who was serving as a Non-Employee
Director as of May 14, 1998, shall automatically be granted a Nonstatutory Stock Option to purchase 5,000 Shares. Immediately upon the adjournment of each annual shareholder meeting thereafter
at which additional or substitute Non-Employee Directors are elected, each such additional or substitute Non-Employee Director shall automatically be granted a Nonstatutory
Stock Option to purchase 5,000 Shares. A "Non-Employee Director" is a director of the Corporation who is not an employee of the Corporation or of any subsidiary of the Corporation on the
date the option is granted.



	(ii)
	Terms
of Options. The exercise price for options granted under this Section 10 shall be the fair market value of the Shares on the date of grant,
determined pursuant to Section 6(ii)(d), except that the purchase price for options granted to Non-Employee Directors serving as of 





7





 


May 14,
1998 shall be $15.625. Each such option shall have a 10-year term from the date of grant, unless earlier terminated as provided in Section 6(vi). Each such option
shall become exercisable one year after date of grant with respect to 25% of its underlying shares, except that options granted to Non-Employee Directors serving as of May 13, 1998,
shall become exercisable on date of grant with respect to 25% of the underlying shares. All options granted Non-Employee Directors shall vest as to an additional 25% of the underlying
shares on each anniversary of the grant date until such options are 100% vested. 




	11.
	Changes
in Capital Structure. 



        If
the outstanding shares of Common Stock of the Corporation are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other
securities of the Corporation or of another corporation by reason of any recapitalization, reclassification, stock split, combination of shares or dividend payable in shares, the Committee shall make
appropriate adjustments (i) in the number and kind of shares available for awards under the Plan; and (ii) in the price and number and kind of shares as to which outstanding options and
stock appreciation rights, or
portions thereof then unexercised, shall be exercisable, so that the participant's proportionate interest before and after the occurrence of the event is maintained; provided, however, that this
Section 11 shall not apply with respect to transactions referred to in Section 12. The Committee may also require that any securities issued in respect of or exchanged for Shares issued
hereunder that are subject to restrictions be subject to similar restrictions. Notwithstanding the foregoing, the Committee shall have no obligation to effect any adjustment that would or might result
in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Committee. Any such adjustment made by
the Committee shall be conclusive. 



	12.
	Effect
of Reorganization or Liquidation.



	(i)
	Cash, Stock or Other Property for Stock. Except as provided in Section 12(ii), upon a merger,
consolidation, reorganization, plan of exchange or liquidation involving the Corporation, as a result of which the shareholders of the Corporation receive cash, stock or other property in exchange for
or in connection with their Common Stock (any such transaction to be referred to in this Section 12 as an "Accelerating Event"), any option or stock appreciation right or other stock unit award
granted hereunder shall terminate, except as specified in the following sentence, but the optionee shall have the right during the 30-day period immediately prior to any such Accelerating
Event to elect to exercise his or her option or stock appreciation right or award, in whole or in part, without any limitation on exercisability; provided, however, that such exercise shall be deemed
to occur immediately prior to such Accelerating Event and shall be contingent upon the occurrence of such Accelerating Event. With respect to an option or stock appreciation right or other stock unit
award granted to an officer or director less than six months prior to any Accelerating Event, such officer or director shall have the right to require the Corporation to purchase such option or stock
appreciation right or award, at a purchase price computed pursuant to Section 12(iii) during the 30-day period following the expiration of six months following the date of
such grant, and this right shall apply even if the option or stock appreciation right or other award has otherwise terminated pursuant to Section 6(vi) following such Accelerating Event.



	(ii)
	Stock for Stock. If the shareholders of the Corporation receive capital stock of another corporation
("Exchange Stock") in exchange for their Common Stock in any transaction involving a merger, consolidation, reorganization, or plan of exchange, all options granted hereunder shall be converted into
options to purchase shares of Exchange Stock and all stock appreciation rights and other stock unit awards granted hereunder shall be converted into stock appreciation rights and awards measured by
the Exchange Stock, unless the Committee, 





8





 


in
its sole discretion, determines that any or all such options or stock appreciation rights or other stock unit awards granted hereunder shall not be converted, but instead shall terminate in
accordance with the provisions of Section 12(i). The amount and price of converted options, stock appreciation rights and other stock unit awards shall be determined by adjusting the amount and
price of the options or stock appreciation rights or other awards granted hereunder to take into account the relative values of the Exchange Stock and the Common Stock in the transaction. 



	(iii)
	Purchase Price for Certain Officers and Directors. With respect to an option, right or other award
granted to an officer or director less than six months prior to an Accelerating Event, the purchase price payable pursuant to Section 12(i) shall be the product of (i) the excess,
if any, of the purchase price paid for each Share in the Accelerating Event over the award price, multiplied by (ii) the number of Shares covered by the option, stock appreciation right or
other stock unit award. However, no right to require the purchase of any option or stock appreciation right or other stock unit award may be exercised in connection with an Accelerating Event if the
purchase price determined under this Section 12(iii) is negative.



	(iv)
	Transferability. The rights set forth in this Section 12 shall be transferable only to the extent
the related option or stock appreciation right or other stock unit award is transferable. 





	13.
	Corporate
Mergers, Acquisitions, Etc. 



        The
Committee may also grant options, stock appreciation rights, or other stock unit awards, award stock bonuses and sell stock under the Plan having terms, conditions and provisions
that vary from those specified in the Plan if such awards are granted in substitution for, or in connection with the assumption of, existing options, stock appreciation rights, other awards, stock
bonuses and stock sold or awarded by another corporation and assumed or otherwise agreed to be provided for by the Corporation pursuant to or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or liquidation to which the Corporation or a parent or subsidiary corporation of the Corporation is a party. 



	14.
	Amendment
of Plan.



	(i)
	Amendment by Board. The Board may at any time and from time to time, modify or amend the Plan in such
respects as it shall deem advisable because of changes in the law while the Plan is in effect or for any other reason. Except as provided in Sections 6(ii)(e), 10, 11 and 12, however, no change in an
award already granted shall be made without the written consent of the holder of such award.



	(ii)
	Section 10 Amendment. Notwithstanding any other provision in the Plan, Section 10 may be
amended or modified by the Board or the shareholders of the Corporation only once in any six-month period, except as may be required to comport with changes in the Code, or ERISA, or the
rules promulgated thereunder. 









	15.
	Approvals.




        The
Corporation shall not be obligated to issue or deliver Shares under the Plan if such issuance or delivery would violate applicable state or federal securities laws, or if compliance
with such laws would, in the opinion of the Corporation, be unduly burdensome or require the disclosure of information which would not be in the Corporation's best interests. 



	16.
	Employment
and Service Rights. 



        Nothing
in the Plan or any award pursuant to the Plan shall (i) confer upon any employee any right to be continued in the employment of the Corporation or any parent or subsidiary
corporation of the Corporation or interfere in any way with the right of the Corporation or any 



9





 


subsidiary of the Corporation by whom such employee is employed to terminate such employee's employment at any time, for any reason, with or without cause, or increase or decrease such employee's
compensation or benefits; or (ii) confer upon any person engaged by the Corporation or any parent or subsidiary corporation of the Corporation any right to be retained or employed by the
Corporation or any parent or subsidiary corporation of the Corporation or to the continuation, extension, renewal, or modification of any compensation, contract, or arrangement with or by the
Corporation or any subsidiary of the Corporation. 



	17.
	Rights
as a Shareholder. 



        The
recipient of any award under the Plan shall have no rights as a shareholder with respect to any Shares until the date of issue to the recipient of such Shares. Except as otherwise
expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued. 



10









QuickLinks


Exhibit 4.3 CASCADE CORPORATION 1999 AMENDMENT AND RESTATEMENT OF 1995 SENIOR MANAGERS' INCENTIVE STOCK OPTION PLAN