Chiquita Brands International Inc – ‘10-K’ for 12/31/02 – EX-10.(FF)

On:  Monday, 3/31/03, at 9:09am ET   ·   For:  12/31/02   ·   Accession #:  1021408-3-5333   ·   File #:  1-01550

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    272K 
 2: EX-4.(B)    Warrant Agreement                                     28    107K 
 3: EX-10.(B)   Second Amended and Restated Credit Agreement         131    525K 
 4: EX-10.(E)   Form of Acquisition and Cancellation Agreement         6     24K 
 5: EX-10.(F)   Provisions of Agreement                                1      8K 
11: EX-10.(FF)  Provisions of Agreement                                1      7K 
 6: EX-10.(N)   Form of Stock Option Agreement                         2±    14K 
 7: EX-10.(P)   Form of Stock Option Agreement                         2±    13K 
 8: EX-10.(R)   Form of Stock Option Agreement                         2±    12K 
 9: EX-10.(T)   Form of Restricted Share Agreement                     2±    15K 
10: EX-10.(U)   Form of Restricted Share Agreement                     2±    11K 
12: EX-13       Annual Report                                       HTML    879K 
13: EX-21       Subsidiaries of Registrant                             2     14K 
14: EX-23       Consent of Independent Auditors                        1      9K 
15: EX-24       Powers of Attorney                                     2     13K 
16: EX-99.1     Certification Pursuant to Section 906 of the           1      9K 
                          Sarbanes-Oxley Act of 2002                             

EX-10.(FF)   —   Provisions of Agreement

EX-10.(FF)
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                                                                   Exhibit 10-ff

                                   (Refiled to correct previously filed version)

 Additional Change of Control Provisions
for David J. Ockleshaw
 relating to a Change of Control
 of Chiquita Processed Foods, L.L.C.

If, within two years after a Change of Control of Chiquita Processed Foods,     
L.L.C. ("CPF"), your employment with CPF is terminated without Cause or you     
resign for Good Reason or for any reason, you will be entitled to receive a     
lump-sum severance payment equal to two times the sum of your then-current base 
salary plus your then-current target bonus opportunity, and 100% vesting of all 
stock options. "Change of Control" means (i) CPF ceasing to be a direct or      
indirect subsidiary of Chiquita Brands International, Inc. or its successor     
entity ("CBII") or (ii) a sale of substantially all of CPF's assets to an entity
other than CBII or a CBII subsidiary. "Good Reason" means a reduction in your   
base salary or target bonus opportunity, a materially adverse change in your    
title or job responsibilities or a required relocation outside a 50 mile radius 
of Company headquarters. "Cause" means commission of a felony, an act of willful
dishonesty or continuous failure to perform responsibilities after written      
demand by your employer.                                                        

Regarding a change of control at Chiquita Brands International, should a change 
of control provision be offered to a class of executives, you will be included  
in said class and covered by the applicable provisions.                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/31/03		10-Q
For Period End:		12/31/02		11-K
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