Director’s Restricted Stock Award and Agreement Sample Contracts

Form of Amendment to Restricted Stock Award and Agreement (to be used for grants to Non-Management Directors)] FIRST AMENDMENT TO CHIQUITA BRANDS INTERNATIONAL, INC.
Director’s Restricted Stock Award and Agreement • August 6th, 2008 • Chiquita Brands International Inc • Agricultural production-crops

THIS FIRST AMENDMENT (this “Amendment”) is entered into between Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), and (the “Grantee”) under the following circumstances.

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CHIQUITA BRANDS INTERNATIONAL, INC. STOCK OPTION AND INCENTIVE PLAN DIRECTOR’S RESTRICTED STOCK AWARD AND AGREEMENT
Director’s Restricted Stock Award and Agreement • August 7th, 2009 • Chiquita Brands International Inc • Agricultural production-crops

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 terms of this Agreement. This award is being made pursuant to the non-employee director restricted stock program under the Chiquita Stock and Incentive Plan (the “Plan”). The Shares will be issued at no cost to you as described below. Please read this Agreement carefully and return an executed copy as requested below. Unless otherwise defined in this Agreement, capitalized terms have the meanings specified in the Plan.

CHIQUITA BRANDS INTERNATIONAL, INC. 2002 STOCK OPTION AND INCENTIVE PLAN DIRECTOR’S RESTRICTED STOCK AWARD AND AGREEMENT
Director’s Restricted Stock Award and Agreement • October 14th, 2005 • Chiquita Brands International Inc • Agricultural production-crops

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 terms of this Agreement. This award is being made pursuant to the non-employee director restricted stock program under 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 continue to serve as a non-employee director of the Company on the applicable vesting dates. 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.

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