EX-10.3






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, you 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 violation of this provision) (“Confidential Information”). You will not directly or indirectly
use any Confidential Information for any purpose not associated with the activities of the Company
or any of its subsidiaries, or communicate, divulge or disseminate Confidential Information to any
person or entity not authorized by the Company or any of its subsidiaries to receive it at any time
during or after your employment with the Company, except with the prior written consent of the
Company or as otherwise required by law or legal process. At any time requested by the Company
and immediately upon the termination of your employment, you shall return all copies of all
documents and other materials in any form that constitute, contain, refer or relate to any
Confidential 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 Subsidiaries, for any reason, voluntary or involuntary, you will not, without the
written consent of the Company, directly or indirectly, engage or invest or participate in any
business or activity conducted by any company listed in Exhibit A, or any subsidiary or affiliate
of such company (the “Competing Businesses”), whether as an employee, officer, director, partner,
joint venturer , consultant, 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.] **



[(b)][(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 (i) any person or entity
which has a business relationship with the Company or any of its subsidiaries to direct or transfer
away any business, patronage or source of supply from the Company or any of its subsidiaries or
(ii) any person to leave the employment of the Company or any of its subsidiaries (other than
persons employed in a clerical, non-professional or non-management position).


[(c)][(d)] You understand and agree that the restrictions set forth above, including, without
limitation, the duration and the business scope of such restrictions, are reasonable and necessary
to protect the legal interests of the Company. You further agree that the Company will be entitled
to seek injunctive relief 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. 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 and performed therein.  If any provision of this Agreement
is determined to be unenforceable by any court, then such provision will be modified or omitted
only to the extent necessary to make 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 upon any vesting of this award. The
Company has the right to withhold all applicable taxes due upon the vesting of this award (by
payroll deduction or otherwise) from the proceeds of this award or from future earnings (including
salary, bonus or any other payments.) In advance of [the][each] Vesting Date you may elect to pay
the withholding amounts due by surrendering to the Company a number of the Shares otherwise
deliverable on that Vesting Date that have a fair market value on that Vesting Date equal to the
amount of the payroll withholding taxes due. CONDITIONS: This award is governed by and
subject to the terms and conditions of the Plan [and the LTIP], which contains important provisions
of this award and forms a part of this Agreement. [A copy][Copies] of the Plan [and the LTIP] [is]
[are] 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 Corporate Secretary’s Office, Attention: Barbara
Howland.



	 	 	 
	CHIQUITA BRANDS INTERNATIONAL, INC.

	 	Complete Grantee Information below:
	 
	 	 
	 

	 	 
	Kevin Holland, Senior Vice President, Human Resources

By:

	 	Home Address (including country)



	 

	 	 






Date Agreed To: U.S. Social Security Number (if applicable)



**The terms in brackets that are followed by two asterisks apply only to Grantees
residing in states other than California, Colorado and Texas.



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