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                                                                    Exhibit 10-u

                       CHIQUITA BRANDS INTERNATIONAL, INC.
                      2002 STOCK OPTION AND INCENTIVE PLAN
                      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
day that you cease to be a non-employee director of the Company. 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:
     --------   --------------   -----------
                     2,500
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VESTING: The Shares will vest 100% on the day that Grantee ceases to be a
non-employee director or, if earlier, upon a Change of Control of the Company
(the "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. On the Vesting Date (or promptly thereafter), the Company
will deliver to you a certificate representing the Shares granted under this
Award.

NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING: Prior to the Vesting Date, you will
have no rights as a shareholder of the Company with respect to the Shares being
granted under this award.

BUY OUT: On the Vesting Date, the Company will have the right, in its sole
discretion and without your consent, to elect to pay you the Fair Market Value
of the Shares in lieu of issuing you a certificate for such Shares.

TAXES: You must pay all applicable U.S. federal, state and local taxes resulting
from the grant of this award or the issuance of Shares upon vesting of this
award. The Company has the right to withhold all applicable taxes due upon the
vesting of this award from the proceeds of this award or from future earnings
(including accrued but unpaid director's fees or any other payments.)

CONDITIONS: This award is governed by and subject to the terms and conditions of
the Plan, which contains important provisions of this award and forms a part of
this Agreement. A copy of the Plan is being provided to you, along with a
summary of the Plan. If there is any conflict between any provision of this
Agreement and the Plan, this Agreement will control, unless the provision is not
permitted by the Plan, in which case the provision of the Plan will apply. Your
rights and obligations under this Agreement are also governed by and are subject
to applicable U.S. laws.

ACKNOWLEDGEMENT: To acknowledge receipt of this award, please sign and return
one copy of this Agreement to the Corporate Secretary's Office, Attention:
Barbara Howland.

CHIQUITA BRANDS INTERNATIONAL, INC.         Complete Grantee Information below:


By:                                         Home Address
   --------------------------------------   ------------------------------------
      Barry H. Morris, Vice President
      Human Resources


By:
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Date Acknowledged:
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                                            Social Security Number