Exhibit 10.11
[Form of Award Compliant with
409A (to be used for Non-Management Directors)]
CHIQUITA BRANDS INTERNATIONAL,
INC.
STOCK 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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Grant Date
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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 “Se
