Exhibit 10.2
CHIQUITA BRANDS INTERNATIONAL,
INC.
STOCK OPTION AND INCENTIVE
PLAN
DIRECTOR’S 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 Stock and Incentive
Plan (the “Plan”). The Shares will be issued at no cost
to you as described below. Please read this Agreement carefully and
return an executed copy as requested below. Unless otherwise
defined in this Agreement, capitalized terms have the meanings
specified in the Plan.
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Grantee:
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No. of Shares:
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Grand Date:
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Vesting Date[s]:
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ISSUANCE OF SHARES: The Shares will
be issued to you on the day that Grantee Separates from Service or,
if earlier, upon a Change in Control of the Company (each a
“Designated Payment Date”). On the Designated Payment
Date (or promptly thereafter), the Company will deliver to you a
certificate representing the Shares granted under this award. For
purposes of this award, a “Separation from Service”
generally occurs when you cease to be a member of the Board of
Directors of the Company.
NO RIGHTS AS SHAREHOLDER PRIOR TO
ISSUANCE: Prior to the date Shares are issued to you, you will have
no rights as a shareholder of the Company with respect to the
Shares
