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Exhibit 10.1
CHIQUITA BRANDS
INTERNATIONAL, INC.
2002 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 2002 Stock Option and
Incentive Plan (the “Plan”). The Shares will be issued
at no cost to you on the vesting dates set forth below provided
that you continue to serve as a non-employee director of the
Company on the applicable vesting dates. 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.
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No of Shares
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Grant Date
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Vesting Dates
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VESTING: The Shares will vest (become deliverable) between the
Grant Date and [last vesting date] with [% or number of shares] of
the shares vesting on [dates] or, if earlier, upon a Change of
Control of the Company (the “Vesting Date”); provided
that you have served continuously as a director of the Company
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 award by reason of the Change of
Control. If
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