EX-10.1






SEPARATION AGREEMENT AND RELEASE




The following is an agreement between Barry Morris (“Mr. Morris”) and Chiquita Brands
International, Inc. (the “Company”) regarding Mr. Morris’s cessation of employment with the
Company.



In consideration of the mutual promises contained in this Agreement, the Company and Mr.
Morris agree as follows:




1. Mr. Morris’s last day of employment with the Company will be December 31, 2004. (the
“Separation Date”).




2. The Company will pay Mr. Morris all salary due through his Separation Date and will also
pay him a lump sum payment of earned and accrued, banked and/or carryover vacation pay due under
the Company’s vacation policy, payable at the rate of Mr. Morris’s current base salary, less
appropriate tax withholdings and deductions. At November 20, 2004, the amount of such vacation
pay was $59,654 which represents 66 days.



3. Separation Benefits. Provided Mr. Morris fulfills his obligations hereunder, the
Company will provide the following Separation benefits to Mr. Morris:



(a) Separation Pay. The Company will pay Mr. Morris a lump sum payment of $235,000
(“Separation Pay”) which represents 52 weeks (the “Separation Payment Period”) of Mr. Morris’s
current base salary, less appropriate tax withholdings and deductions. All payments will be made
on the first payday of the payroll processing cycle immediately following either Mr. Morris’s
Separation Date or the effective date of this Agreement after Mr. Morris’s acceptance of it,
whichever is later.



(b) Medical Benefits. Mr. Morris will retain any medical and/or dental coverage in
which he is enrolled through the last day of the month in which the Separation Date occurs. Mr.
Morris may extend the ChiquitaFlex medical and dental benefits in which he is enrolled as of the
Separation Date by electing coverage under COBRA. The Company will pay the full premium for up to
12 months of COBRA coverage. For the balance of the COBRA period, Mr. Morris will be responsible
for paying the full premium for COBRA coverage. All other benefits in which Mr. Morris is enrolled
or eligible as of the Separation Date will cease as of the Separation Date.



(c) Outplacement Service. The Company will provide Mr. Morris with twelve months of
Senior Executive outplacement service through Right Management Consultants or Drake Beam and Morin.
The outplacement service will be forfeited by Mr. Morris if he does not initiate outplacement
services within six months following his Separation Date.



(e) Stock Options. Mr. Morris currently has options to purchase 165,000 shares of
Company stock, 50% of which are vested. The Company will accelerate the vesting of an additional
25%, or 41,250 shares, as of the Separation Date. Mr. Morris will have twelve months after the
Separation Date in which to exercise all vested stock options. The unvested stock options will
terminate as of the Separation Date.



(f) Long Term Incentive Plan. The Company will vest as of the Separation date the
2,496 restricted shares granted under the Long Term Incentive Plan on February 20, 2004. Such
shares will be delivered within thirty days of the Separation date.



(g) 2004 Bonus. Mr. Morris will receive the amount of $58,750 as a bonus for 2004,
payable at the time bonuses are paid for 2004, but no later than March 31, 2005.



(h) Computer. Mr. Morris will be entitled to retain the Dell laptop computer
currently used by him as his own personal property with all company-licensed programs and all
company-related files and information removed from the computer.



(i) The Company will reimburse Mr. Morris for attorneys’ fees incurred by him in connection
with this Agreement up to a maximum of $5,000.00 upon presentation to the Company of an itemized
invoice.



4. Indemnification. The Company shall indemnify and defend Mr. Morris from and against
all claims and causes of action which arose prior to the Separation Date asserted against Mr.
Morris by third parties by reason of his actions or omissions as an Executive Officer of the
Company to the extent permitted by law, the Company’s Certificate of Incorporation or Bylaws. The
Company affirms that it will not cancel any coverage for Mr. Morris that exists under any director
and officer liability insurance policy maintained by the Company and will not discriminate against
Mr. Morris vis-à-vis other officers and former officers in any purchase or renewal of any such
policy or any purchase of an extended reporting period under a policy that is not renewed.



5. Mr. Morris’s Post-Separation Obligations. In consideration of the payments and
benefits provided in Section 3 above, Mr. Morris will:



(a) transfer his responsibilities before the Separation Date in an appropriate manner and take
such actions as are necessary to assure a smooth transition;



(b) not represent or bind the Company or enter into any agreement on behalf of the Company at
any time after the Separation Date;



(c) return to the Company on his Separation Date his Company credit card(s), identification
card and office keys;



(d) return to the Company not later than five (5) days after the Separation Date, all other
Company property and materials, including but not limited to all files, books, documents, records
and memoranda, and repay all outstanding cash advances. Mr. Morris will also file a final expense
report within a reasonable period of time after the Separation Date, if he has any unreimbursed
expenses;



(e) not use or disclose, directly or indirectly, to anyone not connected with the Company any
confidential, commercial or financial information, or trade or business secrets obtained during the
term of employment, or make copies of any memoranda, books, records, customer lists, price lists or
other documents (whether on computer or not) for use outside the Company, except as specifically
authorized in writing by an officer of the Company, or as may be required by applicable law;



(f) fully cooperate and assist the Company with any litigation matters or agency proceedings
for which his testimony or cooperation is requested, provided that he is compensated for his time
at his current rate of pay and for any reasonable and necessary expenses incurred as a result of
his cooperation and assistance;



(g) sign all necessary resignations from the Boards of Directors and/or officer positions of
the Company and its subsidiaries;



(h) for a period extending until twelve (12) months after the Separation Date, not directly or
indirectly solicit or attempt to solicit any officer or management-level employee to leave the
employ of the Company;



(i) not directly or indirectly inappropriately interfere with or disrupt any relationship,
contractual or otherwise, between the Company and its customers, suppliers, distributors or other
similar parties or contact any customer for the purpose of influencing the directing or
transferring of any business or patronage away from the Company.



(j) not directly or indirectly engage or hold an interest in any company listed in Exhibit A
or any subsidiary or affiliate of such business (the “Competing Businesses”), or directly or
indirectly have any interest in, own, manage, operate, control, be connected with as a stockholder
(other than as a stockholder of less than five percent (5%) ), joint venturer, officer, director,
partner, employee or consultant, or otherwise engage or invest or participate in, any business
conducted by a Competing Business, for a period of twenty-four (24) months following the Separation
Date.



6. Remedies. Mr. Morris expressly acknowledges that the restrictive covenants set
forth in this Agreement, including, without limitation, the duration, the business scope and the
geographic scope of such covenants, are necessary in order to protect and maintain the proprietary
interests and other legitimate business interests of the Company. Mr. Morris further acknowledges
that the remedy at law for any breach or threatened breach of this Agreement will be inadequate
and, accordingly, that the Company shall, in addition to all other available remedies (including,
without limitation, seeking such damages as it can show it has sustained by reason of such breach),
be entitled to injunctive or any other appropriate form of equitable relief.



7. Confidentiality. Mr. Morris understands that the Company intends to describe this
Agreement in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission
within four days after this Agreement becomes effective. Until such filing is made, Mr. Morris
will hold in confidence, and will not disclose to anyone, any of the terms of separation other than
immediate family members and advisors, except as required by law. Mr. Morris shall not make any
public derogatory remarks concerning the Company or any of its officers, directors, employees or
shareholders, and shall not initiate any contact with the press or any other media, and the Company
will direct its officers and directors not to make any public derogatory remarks regarding Mr.
Morris



8. General Release. In exchange for the payments and benefits identified in the
Agreement, which Mr. Morris acknowledges are in addition to anything of value to which he is
already entitled, Mr. Morris hereby releases, settles and forever discharges the Company, its
parent, subsidiaries, affiliates, successors and assigns, together with their past and present
directors, officers, employees, agents, insurers, attorneys, and any other party associated with
the Company, to the fullest extent permitted by applicable law, from any and all claims, causes of
action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or
unknown, suspected or unsuspected, which Mr. Morris ever had or may now have against the Company or
any of the foregoing. This includes, without limitation, any claims, liens, demands, or
liabilities arising out of or in any way connected with Mr. Morris’s employment with the Company
and the termination of that employment, pursuant to any federal, state or local laws regulating
employment such as the Civil Rights Act of 1964, the Civil Rights of 1991, the Americans with
Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as
42 USC 1981, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Worker Adjustment
and Retraining Notification Act (“WARN”), the Fair Labor Standards Act of 1938, as well as all
federal, state and local laws, except that this release shall not affect any rights of Mr. Morris
for benefits payable under any Company benefit plans, Social Security, Worker’s Compensation or
Unemployment laws or rights arising out of any breach of this Agreement by the Company.



9. Waiver and Release Under ADEA and OWBPA. Mr. Morris further expressly and
specifically waives any and all rights or claims under the Age Discrimination in Employment Act of
1967 and the Older Workers Benefit Protection Act (collectively the “Act”). Mr. Morris
acknowledges and agrees that this waiver of any right or claim under the Act (the “Waiver”) is
knowing and voluntary, and specifically agrees as follows: (a) that this Agreement and this Waiver
is written in a manner which he understands; (b) that this Waiver specifically relates to rights or
claims under the Act; (c) that he does not waive any rights or claims under the Act that may arise
after the date of execution of this Agreement; (d) that he waives rights or claims under the Act in
exchange for consideration in addition to anything of value to which he is already entitled; and
(e) that he is hereby advised in writing to consult with an attorney prior to executing this
Agreement.



10. It is understood and agreed that for purposes of this Agreement, the term “Company” as
used herein, shall include not only Chiquita Brands International, Inc., but also all of its direct
or indirect subsidiaries or affiliated companies, and all officers, directors, and employees of any
of the foregoing.



11. This Agreement shall bind the Mr. Morris’s heirs, executors, administrators, personal
representatives, spouse, dependents, successors and assigns.



12. This Agreement shall not be construed as an admission by the Company of any wrongdoing or
any violation of any federal, state or local law, regulation or ordinance, and the Company
specifically disclaims any wrongdoing whatsoever against Mr. Morris on the part of itself, its
employees, representatives or agents.



13. Neither this Agreement, nor any right or interest hereunder, shall be assignable by Mr.
Morris, his beneficiaries or legal representatives, without the prior written consent of an officer
of the Company.



14. This Agreement sets forth the entire agreement between the parties with the exception of
any previous Agreement regarding confidentiality, non-solicitation and non-competition. The terms
of this Agreement may not be modified other than in a writing signed by the parties.



15. This Agreement shall in all respects be interpreted, enforced and governed by the laws of
the State of Ohio. The parties agree that any action relating in any manner to this Agreement or
to Mr. Morris’s relationship with the Company must be pursued in federal or state court located in
Hamilton County, Ohio, and the parties specifically consent and submit to the jurisdiction of the
courts in Hamilton County, Ohio.



16. If any provision of this Agreement is determined to be unenforceable by any court, then
such provision will be modified or omitted to the extent necessary to make the remaining provisions
of this Agreement enforceable.



17. Mr. Morris acknowledges that he understands that he has twenty-one (21) days after receipt
of this Agreement to decide whether to accept it and that he may revoke any acceptance of this
Agreement within (7) days of such acceptance. This Agreement shall not become effective until the
seven (7) day revocation period has expired.



	 	 	 	 	 	 	 
	TAKE THIS AGREEMENT HOME, READ IT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT.	IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN
	CLAIMS.
	IN WITNESS WHEREOF, the Company hereby offers this Agreement to Mr. Morris on this	 	 
	4th day of January, 2004.	 	 	 	 
	 	 	CHIQUITA BRANDS INTERNATIONAL, INC.
	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert W. Olson

	 
	 	 	 	 	 	 
	 	 	 	 	 

	 
	 	 	 	 	 	 
	 	 	 	 	Senior Vice President

	 
	 	 	 	 	 	 
	ACCEPTANCE
	 	 	 	 
	 
	 	 	 	 	 	 
	I hereby agree to the terms of this Agreement and acknowledge my acceptance of it this 6th
	 	 
	 
	 	 	 	 	 	 
	 
	 	 
	 
	 	 	 	 	 	 
	day of January, 2004.
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 	 	 
	WITNESS:

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	/s/

	 	 	 	/s/
	 	

	 

	 	 	 	 
	 	

	 
	 	 	 	 	 	 
	
 
	 	 	 	Barry H. Morris