Summary of Non-Employee Director and named Executive Officer Compensation



 Exhibit 10.9 
 Summary of Non-Employee Director and Named Executive Officer Compensation Arrangements 
 Director Compensation 
 The following table sets forth current rates
of cash compensation for non-employee directors: 
  

				
	 Annual Retainer:
	  		
	 Chairman
	  	$	67,500
	 Non-employee directors other than Chairman
	  	$	21,600
	 Committee Chair Annual Retainer:
	  		
	 Audit Committee
	  	$	10,800
	 Compensation Committee
	  	$	5,400
	 Nominating and Governance Committee
	  	$	5,400
	 Board Meeting Attendance Fees
	  	$	1,500
	 Committee Meeting Attendance Fees
	  	$	1,500

 Effective
June 1, 2010, the rates of cash compensation for non-employee directors will be as follows: 
  

				
	 Annual Retainer:
	  		
	 Chairman
	  	$	75,000
	 Non-employee directors other than Chairman
	  	$	24,000
	 Committee Chair Annual Retainer:
	  		
	 Audit Committee
	  	$	12,000
	 Compensation Committee
	  	$	6,000
	 Nominating and Governance Committee
	  	$	6,000
	 Board Meeting Attendance Fees
	  	$	1,500
	 Committee Meeting Attendance Fees
	  	$	1,500

 In addition to cash
compensation, under the terms of our Stock Appreciation Rights and Restricted Stock Plan, non-employee directors receive an annual award of restricted shares of Cascade totaling $60,000 in value following each annual meeting of shareholders.
Restricted shares awarded after June 1, 2010, vest and become free of all restrictions upon the completion of one year of service as a director after the date of the award. For awards of restricted shares in prior years, twenty-five percent of
the restricted shares vest after one year and an additional 25% vest following each year of director service thereafter. 
 Non-employee directors are also reimbursed for travel and other expenses attendant to membership on the Board of Directors. 
  

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 Executive Compensation 
 Base Salary. All of our named executive officers are at-will employees whose compensation and employment status may be changed at
any time by the Board of Directors. Base salary increases are determined annually by the Board of Directors. The following table sets forth the annual base salaries of our named executive officers and their titles as of the date of filing of our
Form 10-K for the fiscal year ended January 31, 2010: 
  

				
	 Named Executive Officer
	  	Base Salary
	 Robert C. Warren, Jr., President and Chief Executive Officer
	  	$	486,000
	 Richard S. Anderson, Senior Vice President and Chief Operating Officer
	  	 	270,000
	 Joseph G. Pointer, Chief Financial Officer
	  	 	203,000
	 Susan Chazin-Wright, Vice President-Human Resources
	  	 	185,000
	 Jeffrey K. Nickoloff, Vice President-Corporate Manufacturing
	  	 	167,000

 Effective
May 1, 2010, the annual base salaries of our named executive officers will be as follows, restoring a previous reduction of 10 percent effective as of February 1, 2009, that was taken in response to the global economic downturn.

  

				
	 Named Executive Officer
	  	Base Salary
	 Robert C. Warren, Jr., President and Chief Executive Officer
	  	$	540,000
	 Richard S. Anderson, Senior Vice President and Chief Operating Officer
	  	 	300,000
	 Joseph G. Pointer, Chief Financial Officer
	  	 	225,000
	 Susan Chazin-Wright, Vice President-Human Resources
	  	 	205,000
	 Jeffrey K. Nickoloff, Vice President-Corporate Manufacturing
	  	 	186,000

 Annual Cash
Incentive.
 On March 30, 2010, the Compensation Committee recommended to our Board of Directors an executive cash
incentive plan for the fiscal year ending January 31, 2011 (“Fiscal 2011”), in which our named executive officers participate. The plan provides guidelines that require Cascade to achieve earnings before interest and taxes
(“EBIT”) of at least 4.5% of net sales in Fiscal 2011 in order for participants to receive any cash incentive payments under the plan. Once the minimum target for EBIT has been met, participants will receive a specified percentage
(depending on position) of their salary as a cash incentive payment. If EBIT equals or exceeds 8.2% of net sales in Fiscal 2011, participants will receive an increased percentage of their salary as a cash incentive payment. If EBIT for Fiscal 2011
reaches 9.5% of net sales, participants will receive a further increased percentage of their salary as a cash incentive payment. Cash incentive payments for each participant are limited to a maximum award amount. Our Board of Directors has the
discretion to adjust the terms upon which cash incentive payments are made if economic or business conditions warrant and for considerations of individual performance. 
 Long-term Incentive. The third component of executive compensation for our executive officers is long-term incentive awards. Long-term incentive awards granted in fiscal 2010 consisted of
awards of stock appreciation rights and restricted stock under our Stock Appreciation Rights and Restricted Stock Plan. The stock appreciation rights were granted with an exercise price equal to the fair market value of our common stock on the date
of the award, have a term of 10 years and become exercisable ratably over four years. Restricted stock was granted with a three year vesting period. 
 The number of stock appreciation rights and shares of restricted stock awarded to named executive officers in fiscal 2010 are shown in the following table: 
  

					
	 Named Executive Officer
	  	Stock
Appreciation
Rights
Awarded in 
Fiscal 2010	  	Shares of
Restricted
Stock
Awarded in
Fiscal 2010
	 Robert C. Warren, Jr., President and Chief Executive Officer
	  	—  	  	11,000
	 Richard S. Anderson, Senior Vice President and Chief Financial Officer
	  	—  	  	5,000
	 Joseph G. Pointer, Vice President-Finance
	  	4,911	  	—  
	 Susan Chazin-Wright, Vice President-Human Resources
	  	4,911	  	
	 Jeffrey K. Nickoloff, Vice President-Corporate Manufacturing
	  	4,911	  	—  

 Benefit Plans and Other Arrangements. Executive officers are also eligible to participate in our broad-based benefit programs generally available to all salaried employees, including health, disability, life insurance and
defined contribution retirement plan. The executives also receive certain perquisites offered by us including the use of company automobiles and tax reimbursements related thereto. 
         Messrs. Warren and R.S. Anderson are each a party to a Severance Agreement with Cascade, which are Exhibits 10.2 and 10.1, respectively, to our
Form 10-K for fiscal 2010. 
  

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