Long-Term Incentive Progran Amended and Restated 2003-2005 Terms



 Exhibit 10-k 
  
 CHIQUITA BRANDS INTERNATIONAL, INC. 
 LONG-TERM INCENTIVE PROGRAM 
 AMENDED AND RESTATED 2003-2005 TERMS 
  
 1. General. Chiquita Brands International, Inc. (the “Company”) has
established a Long-Term Incentive Program (the “LTIP”) under the Company’s Amended and Restated 2002 Stock Option and Incentive Plan (the “2002 Plan”), which was approved by the shareholders of the Company on May 22, 2003 at
the 2003 Annual Meeting of Shareholders. These 2003-2005 Terms set forth the terms of Awards granted for 2003, 2004 and 2005 under the LTIP. Awards for 2004 and 2005 are intended to be “performance-based compensation” for purposes of
Section 162(m) of the Internal Revenue Code. All capitalized terms not otherwise defined in these 2003-2005 Terms shall be as defined in the LTIP and the 2002 Plan. 
  
 2. Determination of Awards. 
  

	 	a.	Each Participant listed on Schedule A shall be eligible for an Award for each of calendar years 2003, 2004 and 2005 (each of which is referred to herein as an “Award
Year”). Such Awards shall be determined in accordance with Schedules B, C and D based on achievement of the applicable Performance Measures set forth therein. 

  

	 	b.	If a Participant’s employment is terminated for Cause during an Award Year, the Participant shall not be entitled to any Award for that Award Year. If a Participant’s
employment terminates during any such Award Year for any reason other than for Cause, the Participant’s Award for the applicable Award Year shall be payable as though the Participant was employed on the last day of that Award Year, but subject
to such reduction or voiding of the Award as the Compensation Committee of the Company’s Board of Directors (the “Committee”), in its absolute discretion, determines to be appropriate. Subject to paragraph 3, any portion of an Award
not so voided shall be deliverable to the Participant at such time and on such terms as the Committee shall determine. 

  
 3. Determination of Award Amount. A Participant shall be entitled to receive an Award for an Award Year only if the Committee has determined that the
applicable Performance Measures for that Award Year have been attained. Such determination shall be made as soon as practicable after the end of the Award Year to which an Award relates. To the extent that the Committee exercises discretion in
making such determination for Awards for 2004 or 2005, such exercise of discretion may not result in an increase in the amount of the award. 
  
 4. Distribution and Vesting. Distributions and vesting of Awards are subject to the following: 
  

	 	a.	If a Participant is entitled to receive an Award for an Award Year, then, as soon as practicable after the date on which the determination described in paragraph 3 above has been
made, the Participant shall be granted Shares of Common Stock, subject to the vesting provisions applicable to such Award. The number of Shares of Common Stock granted shall equal the amount of the Award divided by the Fair Market Value of a Share
on the date of grant. (Any fractional Shares shall be rounded up to a whole Share.) Such Shares shall not be issued or delivered to the Participant until the related Award vests. 









	 	b.	A Participant will become vested in Awards for particular Award Years on the following dates (each a “Vesting Date”). 

  

			
	 Award Year

	 	 Vesting Date


	 2003
	 	January 1, 2005
		
	 2004
	 	January 1, 2006
		
	 2005
	 	January 1, 2007

  
 Notwithstanding the
foregoing, if a Participant’s employment terminates prior to the Vesting Date for an Award, unless the Committee determines otherwise (including in connection with a decision not to void an Award pursuant to paragraph 2(b) above), the
Participant shall forfeit such Award (and the Shares associated therewith) as of the date of such termination; provided, however, that such Award (and related Shares) shall become fully vested in accordance with the provisions of the 2002 Plan in
the event of a Change of Control or termination of employment due to death, Disability or Retirement. 
  
 5. Amendment. The Committee may amend the provisions of these 2003-2005 Terms and the attached Schedules relating to Awards for 2004 and 2005 (including, without limitation, revision of the list of
Participants in Schedule A) with respect to either such year prior to the 90th day of such year to reflect corporate
transactions involving the Company (including, without limitation, any acquisition, divestiture, stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or
exchange of shares); provided that such amendment may not be adopted on a date or in a manner which would adversely affect the treatment of the award as Performance Based Compensation. 
  
 6. Adoption by Committee. The Committee originally approved the 2003-2005 Terms on April 3, 2003, but only with respect to
Awards for 2003. The Committee approved these Amended and Restated 2003-2005 Terms on August 8, 2003 with respect to Awards for 2003, 2004 and 2005. Except as otherwise provided in these 2003-2005 Terms, all Awards granted pursuant to these Terms
shall be subject to and entitled to all applicable rights and benefits provided in, the LTIP and the 2002 Plan, including the provisions therein applicable to Restricted Stock.