Sample Business Contracts

Restricted Stock Award and Agreement - Chiquita Brands International Inc. and Cyrus F. Freidheim Jr.

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                      2002 STOCK OPTION AND INCENTIVE PLAN

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
forfeiture provisions and other terms of this Agreement. This award is being
made pursuant to the Chiquita 2002 Stock Option and Incentive Plan (the "Plan").
The Shares will be issued at no cost to you on the Vesting Dates set forth
below, provided that you serve as a director of the Company or are employed by
the Company or any of its Subsidiaries (such service or employment being
hereinafter referred to as "Service") 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:
        --------           --------------    -----------      --------------
 Cyrus F. Freidheim, Jr.       25,000       April 9, 2002   January 1, 2003 and
                                                              January 1, 2004

VESTING: The Shares will vest in two equal installments of 12,500 shares each on
January 1 in each of the years 2003 and 2004 or, if earlier, upon a Change of
Control of the Company (the "Vesting Dates"), 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 Service terminates because of
your death or Disability, then all the Shares issuable under this award will
vest upon termination of your Service. Notwithstanding the provisions of the
Plan, no unvested Shares will vest by virtue of your Retirement. On 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 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 that Vesting Date.

FORFEITURE OF SHARES: In the event of the termination of your Service for any
reason (other than as a result of death or Disability), then all unvested Shares
will be forfeited as of the date of termination of your Service, and any rights
to such forfeited Shares will immediately cease.

BUY OUT: On any 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 vesting on such Vesting Date in lieu of issuing you a certificate
for such Shares. The Company's determination on any Vesting Date to issue Shares
or to pay the Fair Market Value of Shares shall in no way affect the Company's
right to elect to issue Shares or to pay the Fair Market Value of the Shares on
any other Vesting Date.


April 9, 2002
Page 2

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 (by payroll deduction or otherwise) from the proceeds of
this award or from future earnings (including salary, bonus, 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 provisions 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                          ___________________________________

    Cyrus F. Freidheim, Jr.

Date Acknowledged:_____________________      ___________________________________
                                             Social Security Number