CHIQUITA BRANDS INTERNATIONAL, INC.

Exhibit 10-w

XXXXXXXX BRANDS INTERNATIONAL, INC.

2002 STOCK OPTION AND INCENTIVE PLAN

RESTRICTED 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 Xxxxxxxx 2002 Stock Option and Incentive Plan (the “Plan”).

GRANT : Xxxxxxxx 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. The Shares will be issued at no cost to you on the Vesting Date set forth below, provided that you continue to serve as a director of the Company (“Service”) on the 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 Date:
Xxxxx X. Xxxxxxxxx, Xx.		43,359		February 20, 2004		January 1, 2005

VESTING: All of the Shares will vest (become deliverable) on January 1, 2005 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 Service terminates because of your death or Disability or at the request of the Board of Directors of Xxxxxxxx (other than for Cause) or of a U.S. government agency, all the Shares issuable under this award will vest on such termination. Except to the extent provided in the preceding sentence, this award will not vest upon your Retirement. On the 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 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 Vesting Date.

FORFEITURE OF SHARES: In the event your Service terminates for any reason (other than as a result of your death, Disability or a request by the Board of Directors or U.S. government agency, as specified under Vesting, above), then all unvested Shares subject to this award will be forfeited as of the date of termination of your Service 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) You will hold in a fiduciary capacity for the benefit of the Company all information, knowledge or data relating to the Company or any Subsidiaries and their respective businesses which the Company or any Subsidiaries consider to be proprietary, trade secret or confidential that you obtain or have previously obtained during your Service 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 Subsidiaries, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any Subsidiaries to receive it at any time during or after your Service, except with the prior written consent of the Company or as otherwise required by law or legal process.

(b) For a period of two years after the termination of your Service, for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, engage or hold an interest in any company listed in Exhibit A, or any subsidiary or affiliate of such company (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 holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business).

(c) For a period of one year after the termination of your Service, for any reason, you will not, without the written consent of the Company, directly or indirectly solicit, entice, persuade or induce any person to leave the employment of the Company or any Subsidiaries (other than persons employed in a clerical, non-professional or non-management position).

(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. 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 and local taxes resulting from the grant of this award and the issuance of the Shares upon vesting of this award.

CONDITIONS: This award is governed by and subject to the terms and conditions of the Plan and the LTIP, which contain important provisions of this award and form a part of this Agreement. Copies of the Plan and the LTIP 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: Xxxxxxx Xxxxxxx.

XXXXXXXX BRANDS INTERNATIONAL, INC.						Complete Grantee Information below:
By:
		Xxxxx Xxxxxx, Vice President				Home Address (including country)
		Human Resources
By:
Date Agreed To:
						U.S. Social Security Number (if applicable)