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

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.(U)   —   Form of Restricted Share Agreement

EX-10.(U)
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                                                                    Exhibit 10-u

 CHIQUITA BRANDS INTERNATIONAL, INC.
2002 STOCK OPTION AND INCENTIVE PLAN
RESTRICTED STOCK AWARD AND AGREEMENT

Chiquita Brands International, Inc., a New Jersey corporation ("Company"),      
hereby awards to you (the "Grantee" named below) restricted shares of the       
Company's Common Stock, par value $.01 per share ("Shares"), subject to the     
terms of this Agreement. This award is being made pursuant to the non-employee  
director restricted stock program under the Chiquita 2002 Stock Option and      
Incentive Plan (the "Plan"). The Shares will be issued at no cost to you on the 
day that you cease to be a non-employee director of the Company. Please read    
this Agreement carefully and return one copy as requested below. Unless         
otherwise provided in this Agreement, capitalized terms have the meanings       
specified in the Plan.                                                          

---------------------------------------                               
Grantee:   No. of Shares:   Grant Date:                               
--------   --------------   -----------                               
2,500                                 
---------------------------------------                               

VESTING: The Shares will vest 100% on the day that Grantee ceases to be a       
non-employee director or, if earlier, upon a Change of Control of the Company   
(the "Vesting Date"). Notwithstanding the foregoing, you may elect, by filing a 
written election with the Company prior to the date of a Change of Control, to  
waive all or a portion of your rights to vest in this award by reason of the    
Change of Control. On the Vesting Date (or promptly thereafter), the Company    
will deliver to you a certificate representing the Shares granted under this    
Award.                                                                          

NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING: Prior to the Vesting Date, you will  
have no rights as a shareholder of the Company with respect to the Shares being 
granted under this award.                                                       

BUY OUT: On the Vesting Date, the Company will have the right, in its sole      
discretion and without your consent, to elect to pay you the Fair Market Value  
of the Shares in lieu of issuing you a certificate for such Shares.             

TAXES: You must pay all applicable U.S. federal, state and local taxes resulting
from the grant of this award or the issuance of Shares upon vesting of this     
award. The Company has the right to withhold all applicable taxes due upon the  
vesting of this award from the proceeds of this award or from future earnings   
(including accrued but unpaid director's fees or any other payments.)           

CONDITIONS: This award is governed by and subject to the terms and conditions of
the Plan, which contains important provisions of this award and forms a part of 
this Agreement. A copy of the Plan is being provided to you, along with a       
summary of the Plan. If there is any conflict between any provision of this     
Agreement and the Plan, this Agreement will control, unless the provision is not
permitted by the Plan, in which case the provision of the Plan will apply. Your 
rights and obligations under this Agreement are also governed by and are subject
to applicable U.S. laws.                                                        

ACKNOWLEDGEMENT: To acknowledge receipt of this award, please sign and return   
one copy of this Agreement to the Corporate Secretary's Office, Attention:      
Barbara Howland.                                                                

CHIQUITA BRANDS INTERNATIONAL, INC.         Complete Grantee Information below: 

By:                                         Home Address                        
   --------------------------------------   ------------------------------------
Barry H. Morris, Vice President                                     
Human Resources                                                     

By:                                                                             
   --------------------------------------   ------------------------------------

Date Acknowledged:                                                              
                   ----------------------   ------------------------------------
                              Social Security Number