Exhibit 10.10
[Form of Amendment to Restricted
Stock Award and Agreement (to be used for grants to Non-Management
Directors)]
FIRST AMENDMENT TO
CHIQUITA BRANDS INTERNATIONAL,
INC.
2002 STOCK OPTION AND INCENTIVE
PLAN
DIRECTOR’S RESTRICTED STOCK
AWARD AND AGREEMENT
THIS FIRST AMENDMENT (this
“Amendment”) is entered into between Chiquita Brands
International, Inc., a New Jersey corporation (the
“Company”), and
(the “Grantee”) under the following
circumstances.
Background
A. The Company adopted the Chiquita
2002 Stock Option and Incentive Plan (the “Plan”)
effective March 19, 2002.
B. The Company and the Grantee
entered into a Director’s Restricted Stock Award and
Agreement relating to an award made on
(the “Award Agreement”).
C. Effective January 1, 2005,
awards granted under the Plan generally became subject to
Section 409A of the Internal Revenue Code of 1986
(“Section 409A”), which imposes material adverse tax
consequences on the grantee of any award that is not compliant
with, or exempt from, the requirements of
Section 409A.
D. In order to avoid these adverse
tax consequences, pursuant to regulatory guidance issued under
Section 409A, the Company has amended the Plan (and changed
the name of the Plan to the “Chiquita Stock and Incentive
Plan”) so that awards granted under the Plan would be
compliant with, or exempt from, the requirements of
Section 409A.
E. The Company and the Grantee wish
to amend the Award Agreement to conform its provisions with the
requirements of Section 409A.
Amendment
Therefore, the Company and the
Grantee agree to amend the Award Agreement as follows, it being
understood that all amendments will have retroactive effect to
January 1, 2005 or, if later, the effective date of the Award
Agreement:
1. All references to the Plan in the
Award Agreement refer to the Chiquita Stock and Incentive Plan as
amended July 8, 2008 (the “Amended Plan”). The
Grantee hereby acknowledges that a copy of the Amended Plan has
been made available to him or her.
2. The third sentence of the first
paragraph of the Award Agreement is amended to read as
follows:
“The Shares will be issued at
no cost to you on the you on the Designated Payment Date, as
defined below, or as soon as reasonably practicable
thereafter.”
3. The paragraph of the A
