Exhibit 10.3
CHIQUITA BRANDS INTERNATIONAL, INC.2002 STOCK
OPTION AND INCENTIVE PLANRESTRICTED STOCK AWARD AND
AGREEMENT
Congratulations! You have been
awarded a restricted stock award under [the Long-Term Incentive
Program (the “LTIP”) of]
the Amended and Restated Chiquita 2002 Stock Option 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, par value $.01 per share
(“Shares”), subject to the forfeiture provisions and
other terms of this Agreement. The Shares will be issued at no cost
to you on the Vesting Date[s] set forth below, provided that you
are employed by the Company or any of its subsidiaries on the
[applicable] Vesting Date. 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.
Grantee: No. of Shares: Grant
Date: Vesting Dates:
VESTING : [All of the Shares will vest (become
deliverable) on [date]] or [The Shares will vest (become
deliverable) between the Grant Date and [last vesting date] with [%
or number of shares] vesting on [dates]] or, if earlier, upon a
Change of Control of the Company (the “Vesting Date”);
subject, however, to the forfeiture provisions set forth below.
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 your employment terminates
because of your death, Disability or Retirement, all the Shares
issuable under this award will vest on your termination of
employment. On [the][each] Vesting Date (or promptly thereafter),
the Company will deliver to you a certificate representing the
Shares which have vested on such date.
NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING : Prior to
[the][any] Vesting Date, you will have no rights as a shareholder
of the Company with respect to the Shares to be issued on or after
[the][that] Vesting Date.
FORFEITURE OF SHARES : In the event you cease to be employed
by the Company, or by any of its subsidiaries for any reason (other
than as a result of death, Disability or Retirement) prior to [the]
[any] Vesting Date, then, [subject to the terms of the LTIP,] all
unvested Shares subject to this award will be forfeited as of the
date of your termination of employment 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, y ou will hold in a fiduciary capacity for the
benefit of the Company all information, knowledge or data relating
to the Company or any of its subsidiaries and their respective
businesses which the Company or any of its subsidiaries consider to
be proprietary, trade secret or confidential that you obtain or
have previously obtained during your employment by the Company or
any of its subsidiaries and that is not public knowledge (other
than as a result of your viol
