Form of Restricted Stock Award And Agreement For Employees

Exhibit 10.4

[Form of Award Exempt from 409A (to be used when Grantee will not reach Retirement before the last Vesting Date)]

CHIQUITA BRANDS INTERNATIONAL, INC.

STOCK AND INCENTIVE PLAN RESTRICTED STOCK AWARD AND AGREEMENT

Congratulations! You have been awarded a restricted stock award under the Chiquita Stock and Incentive Plan (the " Plan" ).

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.


Grantee:

No. of Shares:

Grant Date:

Vesting Date[s]:


VESTING AND DELIVERY OF SHARES : [All of the Shares will vest on [date]] or [The Shares will vest between the Grant Date and [last vesting date] with [% or number of shares] vesting on [dates]] or, if earlier, upon a Change in Control of the Company (the " Vesting Date" ); subject, however, to the forfeiture provisions set forth below. If you Separate from Service because of your death or Disability, all the Shares subject to this award will vest on the date of your Separation from Service. On [the][each] Designated Payment Date or as soon as reasonably practicable thereafter, the Company will deliver to you a certificate representing the Shares which vested on such date. A " Separation from Service" generally means your termination of employment with the Company and all of its Subsidiaries. [The] [A] " Designated Payment Date" is generally defined in the Plan as [the][each] Vesting Date or, if earlier, the date you Separate from Service because of your death or Disability.

NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING : Prior to the date Shares are issued to you, you will have no rights as a shareholder of the Company with respect to the Shares subject to this award.

FORFEITURE OF SHARES : In the event you Separate from Service for any reason (other than as a result of your death or Disability) prior to [the] [any] Vesting Date, then all unvested Shares subject to this award will be forfeited as of the date of your Separation from 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) During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will hold in a fiduciary capacity for the sole benefit of the Company all information, knowledge or data relating to the Company or any of its Subsidiaries and ...