Exhibit 10.3
CHIQUITA BRANDS INTERNATIONAL,
INC.
STOCK AND INCENTIVE
PLAN
RESTRICTED STOCK AWARD AND
AGREEMENT
Congratulations! You have been
awarded a restricted stock award under the Chiquita Stock and
Incentive Plan (the “Plan”).
GRANT : Chiquita Brands International, Inc., a New
Jersey corporation (the “Company”), hereby awards to
you (the “Grantee” named below) restricted shares of
the Company’s Common Stock (“Shares”), subject to
the forfeiture provisions and other terms of this Agreement. The
Shares will be issued at no cost to you on the date[s] set forth
below, provided that you have a vested right to such Shares 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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Vesting Date[s]:
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VESTING AND DELIVERY OF
SHARES : [All of the
Shares will vest on [date]] or [The Shares will vest between the
Grant Date and [last vesting date] with [% or number of shares]
vesting on [dates]] or, if earlier, upon a Separation of Service as
described in Section 5.02 of the Plan within one year after a
Change in Control of the Company (the “Vesting Date”);
subject, however, to the forfeiture provisions set forth below. If
you Separate from Service because of your death, Disability or
Retirement, all the Shares subject to this award will vest on the
date of your Separation from Service. On [the][each] Designated
Payment Date or as soon as reasonably practicable thereafter, the
Company will deliver to you a certificate representing the Shares
which vested on such date, unless you are a key employee and the
Plan requires that issuance of the Shares be postponed until the
Specified Employee Delayed Payment Date, in which case Shares will
be delivered on that date or as soon as administratively
practicable thereafter. A “Separation from Service”
generally means your termination of employment with the Company and
all of its Subsidiaries. [The] [A] “Designated Payment
Date” is generally defined in the Plan as [the][each] Vesting
Date or, if earlier, the date you Separate from Service because of
your death or Disability, and in the case of Shares that vest on
account of your Separation from Service because of your Retirement,
it is the first payroll date following your Separation from Service
(or promptly thereafter). The “Specified Employee Delayed
Payment Date” is generally defined in the Plan as the date
that is six (6) months and one (1) day following the date
of your Separation from Service (or, if earlier, the date of your
death).
NO RIGHTS AS SHAREHOLDER PRIOR TO
VESTING : 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 subject to
this award.
FORFEITURE OF SHARES
: In the event you Separate from
Service for any reason (other than as a result of your death,
Disability, Retirement or a Separation of Service as described in
Section 5.02 of the Plan within one year after a Change in
Control of the Company) prior to [the] [any] Vesting Date, then all
unvested Shares subject to this award will be forfeited as of the
date of your Separation from Service and any rights with respect to
such forfeited Shares will immediately cease.
CONFIDENTIALITY, NON-COMPETITION
AND NON-SOLICITATION : In
consideration of your receipt of this award, you agree as
follows:
(a) During your employment with the
Company or by any of its Subsidiaries, and after the termination of
your employment for any reason, voluntary or involuntary, you will
hold in a fiduciary capacity for the sole benefit of the Company
all information, knowledge or data relating to the Company or any
of its Subsidiaries and their respective businesses and
investments, including investments in joint ventures, which
information, knowledge or data the Company or any of its
Subsidiaries consider to be proprietary, confidential, or not
public knowledge (including but not limited to trade secrets) that
you obtain or have previously obtained during your employment by
the Company or any of its
