**Exhibit10.5**

 

**NON-QUALIFIEDSTOCK OPTION AGREEMENT**

 

 
| DATE:    |                                                       |   |       |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|
|     |                                                                                                                                                                                                                                                                                             |   |       |
| PARTIES: | CASCADE CORPORATION                                                                                                                                                                                                                                                                              |   | (Cascade)  |
|     | an Oregon corporation                                                                                                                                                                                                                                                                            |   |       |
|     |                                                                                                                                                                                                                                                                                             |   |       |
|     | and                                                                                                                                                                                                                                                                                              |   |       |
|     |                                                                                                                                                                                                                                                                                             |   |       |
|     |                                                  |   | (Optionee) |

 

**RECITALS:**

 

**A.**                                    Cascadehas adopted the 2002 Restatement of the 1995 Cascade Corporation SeniorManagers’ Incentive Stock Option Plan (the Plan).  The Plan provides for the grant of optionsmeeting the requirements of Section 422 of the Internal Revenue Code topurchase shares of Cascade common stock (Stock).

 

**B**.                                    Cascadedesires to provide Optionee the opportunity to obtain stock ownership inCascade.  This will enable Optionee tohave a significant proprietary interest in Cascade’s success.

 

**C.**                                    On                 ,the Compensation Committee (the Committee) of Cascade’s Board of Directors (theBoard) granted Optionee an incentive stock option (the Option), subject to theterms and conditions of the Plan and this Agreement.

 

**AGREEMENT:**

 

The parties agree asfollows:

 

**SECTION1.****                                                    GRANTOF OPTION**

 

Cascade grants toOptionee the Option to purchase up to              sharesof Stock (Option Shares) from Cascade at a price of $            pershare (the Option Price).

 

**SECTION2.****                                                    EXERCISEOF OPTION**

 

**2.1****                               DateExercisable.  **The Option shall become exercisable at the rate of25% after one year, 50% after two years, 75% after three years and 100% afterfour years from the date of this Agreement.

 

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**2.2****                               Mannerof Exercise.  **The Option may be exercised in whole or in part bydelivery to Cascade of written notice, signed by the Optionee, specifying thenumber of shares of Stock that the Optionee then desires to purchase, togetherwith cash, certified check, or bank draft payable to the order of Cascade, orcommon shares of Cascade (provided use of Cascade common shares would nottrigger liability under any securities law or regulation), valued as of thedate of delivery to Cascade, or a combination of the above, totaling an amountof United States dollars equal to the Option Price of such shares.  The exchange rate applied to foreigncurrencies shall be that reported by The Wall Street Journal for the businessday prior to the date payment is delivered to Cascade.

 

**2.3****                               StockCertificates.  **Promptly after an Optionee exercises an Option inwhole or in part, Cascade shall deliver to the Optionee a certificate orcertificates for the number of shares of Stock with respect to which the Optionwas so exercised, registered in the Optionee’s name.

 

**SECTION3.****                                                    DURATIONOF OPTION**

 

The Option, to the extentnot previously exercised, shall terminate upon the earliest of the followingdates:

 

(a)                                                          (“ExpirationDate”).

 

(b)                                 Thedate of termination of the Optionee’s Cascade employment; however, if suchtermination is by reason of the Optionee’s disability [as defined in Section§22 (e) (3) of the Internal Revenue Code] or death, the Option shall terminateon the first anniversary of such termination.

 

**SECTION4.****                                                    NONTRANSFERABILITY**

 

**4.1****                               Restriction.  **TheOption is not transferable by the Optionee except by Will or the laws ofdescent and distribution and, during the Optionee’s lifetime, may be exercisedonly by the Optionee or the Optionee’s guardian or legal representative.  No assignment or transfer of the Option,whether voluntary, involuntary, or by operation of law or otherwise, except byWill or the laws of descent and distribution, shall vest in the assignee ortransferee any interest or right. Immediately upon any attempt to assign or transfer the Option, theOption shall terminate and be of no force or effect.

 

**4.2****                               Exercisein the Event of Death or Disability.**     Wheneverthe word “Optionee” is used in this Agreement under circumstances in which theOptionee is unable to act on his or her own behalf, the word “Optionee” shallbe deemed to include the persons, if any, named as the Optionee’s guardian orlegal representative.  In the event ofthe Optionee’s death, the word “Optionee” shall be deemed to include theOptionee’s executor, administrator, or the person or persons to whom the Optionmay be transferred by Will or by the laws of descent and distribution.

 

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**SECTION5.****                                                    NORIGHTS AS SHAREHOLDER PRIOR TO EXERCISE**

 

The Optionee shall not bedeemed for any purpose to be a Cascade shareholder with respect to any sharessubject to the Option under this Agreement as to which the Option shall nothave been exercised.

 

**SECTION6.****                                                    ADJUSTMENTS**

 

**6.1****                               NoEffect on Changes in Cascade’s Capital Structure.  **The existenceof the Option shall not affect Cascade’s power to make or authorize anyadjustments, recapitalizations, reorganization, or other changes in its capitalstructure, or any merger or consolidation, or any issue of bonds, debentures,or preferred, or preference stocks ahead of or affecting the Stock, or corporatedissolution or liquidation, or any sale or transfer of all or any part of itsassets or business, or any other corporate act.

 

**6.2****                               Adjustmentto Option Shares.  **The Option Shares are shares of Stock asconstituted on the date of this Agreement, but payable in shares of stock, theshares of Stock then subject to the Option shall be increased proportionatelywithout any change in the aggregate Option Price.  If all the outstanding shares of Stock shallbe changed into or exchanged for a different number or class of shares of theCorporation, or of another corporation, through reorganization,recapitalization, stock split-up, combination of shares, merger, consolidation,or otherwise, then there shall be substituted for each share of Stock thensubject to the Option the number and class of shares into which eachoutstanding share of Stock shall be so exchanged, all without any change in theaggregate Option Price for the shares then subject to the Option.  In connection with any adjustment under thisSection 6 resulting in the nearest whole share if such interest is less than0.5 share; otherwise, such fractional share interest may be rounded up to thenearest whole share.

 

**SECTION7.****                                                    COMPLIANCEWITH SECURITIES LAWS**

 

No shares shall be issuedor delivered under this Agreement unless and until, in the opinion of theCommittee, all applicable requirements of law or of any regulatory bodieshaving jurisdiction over such issuance and delivery have been met.  Certificates representing shares may bearsuch legend as Cascade may deem appropriate to state any restrictions on theirtransfer.

 

**SECTION8.****                                                    MISCELLANEOUSPROVISIONS**

 

**9.1****                               Violation.  **TheOption shall not be exercisable at any time, in whole or in part, if issuanceand delivery of the Option Shares would violate any law or regulation in theopinion of Cascade counsel.

 

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**9.2****                               Disputes.  **Anydispute or disagreement that may arise under or as a result of this Agreement,or any question as to the interpretation of this Agreement or the Plan, may bedetermined by the Compensation Committee in its absolute and uncontrolleddiscretion, and any such determination shall be final, binding, and conclusiveon all affected persons.

 

**9.3****                               Notices.  **Noticesunder this Agreement shall be in writing, and may be delivered personally or bycertified or registered mail, postage prepaid, addressed as follows:  Cascade Corporation, 2201 N.E. 201st Avenue,Fairview, Oregon  97024, Optionee, (nameand address of Optionee); or to such other addresses as either party maydesignate to the other in writing.

 

**9.4****                               Waiverand Modification.  **Provisions of this Agreement may be waived ormodified only by an agreement in writing signed by the parties.

 

 
| CASCADE CORPORATION | OPTIONEE: |
|---------------------|-----------|
|                |      |
| By                  |      |   |   |   |
| Its                 |      |   | [print name] |
|                |      |
|                |      |   |
|                | Signature |

 

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