Form of RSA and Agreement for employees who will not attain "Retirement"



 EXHIBIT 10.38 
 CHIQUITA BRANDS INTERNATIONAL, INC. 
 STOCK AND INCENTIVE PLAN

 RESTRICTED STOCK UNIT AWARD AGREEMENT 
 Congratulations! You have been granted a restricted stock unit 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 stock units representing 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. 

 

							
	 Grantee:
	 	 No. of Shares:
	 	 Grant Date:
	  	
Vesting Date[s]:


 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 from Service as described in Section 5.2 of the Plan within one year after a Change in Control of the Company (the “Vesting Date”); subject, however, to the forfeiture and recoupment provisions set forth
below. If you Separate from Service because of your death or Disability, 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. 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. 
 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; RECOUPMENT: In the event you Separate from Service for any reason (other than as a result of your death, Disability or a Separation
from Service as described in Section 5.2 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. 
 The Company also has the right, under
certain circumstances as described in Section 13.4 of the Plan, to cancel all or part of this award and/or to require you to return to the Company all or part of the Shares issued to you and/or the proceeds from the sale or other disposition of
any such Shares. 
 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 Subsidiaries (“Proprietary, Confidential or Non-Public Information”). 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 not directly or indirectly use, communicate, divulge or disseminate any Proprietary, Confidential or Non-Public Information for any purpose not authorized by the Company or any of
its Subsidiaries, or for 







 
any purpose not related to the performance of your work for the Company or any of its Subsidiaries. At any time requested by the Company or any of its Subsidiaries, and in any event immediately
upon the termination of your employment for any reason, voluntary or involuntary, you shall return all copies of all documents, materials or information in any form, written or electronic or otherwise, that constitute, contain, refer or relate to
any Proprietary, Confidential or Non-Public Information. 
 (b) During your employment with the Company or any of its Subsidiaries and for a
period of two years after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, engage in, invest in
or participate in any business or activity conducted by any company listed or described in Exhibit A, attached hereto (the “Competing Business”), whether as an employee, officer, director, partner, joint venturer, consultant, independent
contractor, agent, representative, shareholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business) or in any other capacity. 

(c) During your employment with the Company or any of its Subsidiaries and for a period of one year after the termination of your employment with the
Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, solicit, entice, persuade or induce, or attempt to solicit, entice, persuade or induce
(i) any customer, supplier, distributor or other person or entity that has a business relationship, contractual or otherwise, with the Company or any of its Subsidiaries (or any of their respective joint ventures) to direct or transfer away
from the Company or any of its Subsidiaries (or such joint ventures) or eliminate, interfere with, disrupt, reduce or modify to the detriment of the Company or any of its Subsidiaries (or such joint ventures) any business, patronage or source of
supply, or (ii) any person to leave the employment of the Company or any of its Subsidiaries (or any such joint ventures) (other than persons employed in a clerical, non-professional or non-managerial position). 

(d) You understand and agree that the restrictions set forth above, including, without limitation, the duration and scope of such restrictions, are
reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries. You further agree that the Company will be entitled to seek and obtain injunctive relief against you in the event of any actual or threatened
breach of such restrictions, and you hereby consent to the exercise of personal jurisdiction and venue in a federal or state court of competent jurisdiction located in Hamilton County, Ohio, and you agree not to initiate any legal action relating to
the subject matter hereof in any other forum. You understand and agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Ohio applicable to contracts executed in and to be performed in that State. If any
provision of this Agreement is determined to be unenforceable or unreasonable by any Court, then such provision will be modified or omitted only to the extent necessary to make such provision and the remaining provisions of this Agreement
enforceable. 
 TAXES: You must pay all applicable U.S. federal, state, local and foreign taxes resulting from the grant of this award and the
issuance of the Shares. The Company has the right to withhold all applicable taxes due from future earnings (including salary, bonus or any other payments), or at your request, will withhold those taxes by reducing the number of Shares otherwise
deliverable under this award. In advance of [the][each] date on which the Shares become issuable, you may elect to pay the withholding amounts due by delivering to the Company a number of the Shares that you own that have a fair market value on that
date equal to the amount of the payroll withholding taxes due. 
 CONDITIONS: This award is intended to be exempt from Section 409A of the
Internal Revenue Code. It is to be governed by and subject to the terms and conditions of the Plan, as amended from time to time, 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 and foreign laws. 

AGREEMENT: To acknowledge your agreement to the terms and conditions of this award, please sign and return one copy of this Agreement to the Law
Department, Attention: Terri Suter. 








									
	CHIQUITA BRANDS INTERNATIONAL, INC.	 		 	Complete Grantee Information below:
			
	 	 		 	 
	Kevin R. Holland, Senior Vice President and Chief People Officer	 		 	Home Address (including country)
				
	By:	 	 	 		 	 
			
		 		 	 
			
	Date Agreed To:	 		 	 
		 		 	U.S. Social Security Number (if applicable)








 EXHIBIT A 
 To be approved and attached at the time of the award.