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

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.(R)   —   Form of Stock Option Agreement

EX-10.(R)
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                                                                    Exhibit 10-r

 CHIQUITA BRANDS INTERNATIONAL, INC.
2002 STOCK OPTION AND INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AND AGREEMENT

Congratulations! You have been awarded a stock option under the Chiquita 2002   
Stock Option and Incentive Plan (the "Plan"). This award offers you an          
opportunity to share in the Company's long-term growth by giving you the right  
over the next ten years to purchase shares of the Company's Common Stock at     
today's market price. Over time, you may have the opportunity to earn additional
compensation through the exercise of this option. 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.      

GRANT: Chiquita Brands International, Inc., a New Jersey corporation            
("Company"), hereby awards you (the Optionee named below) a Non-Qualified Stock 
Option ("Option") to purchase the number of shares of the Company's Common      
Stock, par value $.01 per share ("Shares"), at the Option Price, set forth      
below, subject to the following terms and conditions:                           

Optionee:         No. of Shares:         Option Price:         Grant Date:
---------         --------------         -------------         -----------

VESTING: This Option vests between the Grant Date and             , 20  ,       
                                              --------- --    --
[fourth anniversary of the Grant Date] with 25% of the total number of Shares   
vesting (becoming exercisable) on               [month and day of award] in each
 --------- ---
of 20  , 20  , 20  , and 20   [first, second, third and fourth anniversaries of 
--    --    --        --                                              
the Grant Date] or, if earlier, upon a Change of Control of the Company;        
provided that you have remained continuously employed by the Company or any of  
its Subsidiaries through the applicable 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 Option by reason of the Change of Control. If your employment      
terminates because of your death, Disability or Retirement, all the Shares      
covered by this Option will vest on your termination of employment.             

TERM: This Option expires 10 years from the Grant Date set forth above. If your 
employment terminates prior to the expiration date, this Option will terminate  
as specified in the Plan.                                                       

EXERCISE: In order to exercise this Option, you must deliver to the Company a   
written notice indicating the number of Shares being exercised, accompanied by  
full payment of the Option Price. You must exercise this Option for at least 100
shares, unless the total number of vested Shares covered by this Option is less 
than 100, in which case you must exercise this Option for all then-vested       
Shares. You may pay the Option Price in cash or in shares of Common Stock owned 
by you for at least six months prior to the exercise. You will have no rights as
a stockholder with respect to the Shares before exercise of this Option and     
delivery to you of a certificate evidencing those Shares.                       

TAXES: You must pay all applicable U.S. federal, state, local and any foreign   
taxes resulting from the grant or vesting of this Option or issuance of Shares  
upon exercise of this Option. The Company has the right to withhold all         
applicable taxes due upon the exercise of this Option (by payroll deduction or  
otherwise) from the proceeds of such exercise or from future earnings (including
salary, bonus or any other payments).                                           

CONDITIONS: This Option 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. and foreign 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.   Please complete the following information:

By:                                                                             
   --------------------------------   ------------------------------------------
Barry H. Morris, Vice President    Home Address (including country)       
Human Resources                                                           
                                      ------------------------------------------

By:                                                                             
   --------------------------------   ------------------------------------------
Associate/Optionee Signature                                              

Date Acknowledged:                                                              
                  -----------------   ------------------------------------------
                       U.S. Social Security Number
                 (if applicable)