0001193125-09-169268 Sample Contracts

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

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 (“Shares”), subject to the forfeiture provisions and other terms of this Agreement. The Shares will be issued at no cost to you on the date[s] set forth below, provided that you have a vested right to such Shares 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.

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CHIQUITA BRANDS INTERNATIONAL, INC. STOCK OPTION AND INCENTIVE PLAN DIRECTOR’S RESTRICTED STOCK AWARD AND AGREEMENT
Option and Incentive Plan • 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.

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