0000101063-12-000097 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2012 • Chiquita Brands International Inc • Agricultural production-crops • New Jersey

THIS AGREEMENT (this “Agreement”) by and between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), and Edward F. Lonergan (the “Executive”), entered into this October 1, 2012.

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TRANSITION AGREEMENT
Transition Agreement • November 9th, 2012 • Chiquita Brands International Inc • Agricultural production-crops • North Carolina

TRANSITION AGREEMENT (this “Agreement”) made and entered into by and between Chiquita Brands International, Inc. (the “Company”) and Fernando Aguirre (the “Executive”), dated as of October 4, 2012.

CHIQUITA BRANDS INTERNATIONAL, INC. STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • November 9th, 2012 • Chiquita Brands International Inc • Agricultural production-crops • New Jersey

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), as of October 8, 2012 (the "Grant Date"), hereby awards to you (the “Grantee” named below) a non-qualified option to purchase an aggregate of 1,440,062 shares of the Company’s Common Stock (“Shares”) at a price per-share of $7.68 (the "Option Price"), subject to the vesting provisions and other terms of this Agreement and the Employment Agreement between you and the Company, dated as of October 8, 2012 (the "Employment Agreement"). This Award Agreement represents the "Initial Option Grant" required by Section 3(c)(ii) of the Employment Agreement. In the event of a conflict between the terms of this Award Agreement and the terms of the Employment Agreement, the terms of the Employment Agreement shall govern. The Initial Option Grant will become exercisable on the Vesting Dates with respect to the number of Shares set forth below, provided that you remain employed by the Company on the applicable Vestin

CHIQUITA BRANDS INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 9th, 2012 • Chiquita Brands International Inc • Agricultural production-crops • New Jersey

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), as of October 8, 2012 (the "Grant Date"), hereby awards to you (the “Grantee” named below) restricted stock units representing the right to receive an aggregate of 231,065 shares of the Company’s Common Stock (“Shares”), subject to the vesting provisions and other terms of this Agreement and the Employment Agreement between you and the Company, dated as of October 8, 2012 (the "Employment Agreement"). This Award Agreement represents the "Initial RSU Grant" required by Section 3(c)(i) of the Employment Agreement. In the event of a conflict between the terms of this Award Agreement and the terms of the Employment Agreement, the terms of the Employment Agreement shall govern. The Shares will be issued at no cost to you on the Vesting Dates set forth below, provided that you remain employed by the Company on the applicable Vesting Date set forth below.

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