-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FI+SYtSB7tVWRhPCMP4cA6Kvd8q3uuxxAbddxQsTE73JYON51A6ZW2a7lA4Lmt8d XTCHc4xvENrOWe+iOWTD7g== 0000101063-04-000012.txt : 20040114 0000101063-04-000012.hdr.sgml : 20040114 20040114132940 ACCESSION NUMBER: 0000101063-04-000012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040112 FILED AS OF DATE: 20040114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AGUIRRE FERNANDO CENTRAL INDEX KEY: 0001224983 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 04524528 BUSINESS ADDRESS: STREET 1: 4920 WALNUT WOODS LANE CITY: CINCINNATI STATE: OH ZIP: 45243 BUSINESS PHONE: 5139835432 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 250 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137848880 MAIL ADDRESS: STREET 1: CHIQUITA BRANDS INTERNATIONAL, INC. STREET 2: 250 EAST FIFTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: UNITED BRANDS CO DATE OF NAME CHANGE: 19900403 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2004-01-12 0 0000101063 CHIQUITA BRANDS INTERNATIONAL INC CQB 0001224983 AGUIRRE FERNANDO 1 1 0 0 President and CEO Common Stock 2004-01-12 4 A 0 110000 0 A 110000 D Restricted Stock Award 0 2004-01-12 4 A 0 150000 0 A 2008-01-12 Common Stock 150000 150000 D Employee Stock Option (Right to Buy) 23.16 2004-01-12 4 A 0 325000 0 A 2005-01-12 2014-01-11 Common Stock 325000 325000 D See Exhibit 99.1. See Exhibit 99.2. Note 3: Table II, Item 4. Granted as an inducement grant under New York Stock Exchange Rule 303A(8) pursuant to the Employment Agreement. Note 4: Table II, Item 6. Option vests over a 4-year period with one-fourth becoming exercisable on January 12 in each of 2005, 2006, 2007 and 2008 provided that Mr. Aguirre is serving as a director of the Company or is employed by the Company or any of its subsidiaries on the applicable vesting date. Robert W. Olson as Attorney-in-Fact for Fernando Aguirre 2004-01-14 EX-24 3 power.txt POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Robert W. Olson, Barbara Wagner, Barbara M. Howland, and Joel Raymer, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Chiquita Brands International, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or other form or report and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney- in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of January, 2004. /s/ Fernando Aguirre Fernando Aguirre EX-99.1 4 exh99-1.txt NOTE 1: TABLE I, ITEM 1 EXHIBIT 99.1 Note 1: Table I, Item 1: Restricted Stock Award granted January 12, 2004, pursuant to the Amended and Restated Chiquita 2002 Stock Option and Incentive Plan (the "Plan") under the terms of an Employment Agreement dated January 12, 2004 between Mr. Aguirre and the Company (the "Employment Agreement"). The shares granted under this award will vest on January 11, 2008 if Mr. Aguirre is serving as a director of the Company or is employed by the Company or any of its subsidiaries (collectively, "Service") on that date (or if earlier, upon a Change of Control or upon his death or Disability, in each case as defined in the Employment Agreement). If, prior to January 11, 2008, Mr. Aguirre's Service with the Company terminates for Good Reason (as defined in the Employment Agreement) or is terminated by the Company other than for Cause (as defined in the Employment Agreement), then Mr. Aguirre will be entitled to receive all or a portion of the award, determined by multiplying the number of unvested shares covered by the award by a fraction, the numerator of which is one (1) plus the number of full and partial years elapsed from and including January 12, 2004 to the termination date and the denominator of which is four (4). EX-99.2 5 exh99-2.txt NOTE 2: TABLE II, ITEM 6 EXHIBIT 99.2 Note 2: Table II, Item 6: Restricted Stock Award granted January 12, 2004, pursuant to the Plan. The shares granted under this award will vest, if at all, prior to January 12, 2008 (i) upon Mr. Aguirre's death or Disability; (ii) upon a Change of Control or (iii) (a) as to 30,000 shares if Chiquita's Common Stock achieves a price of at least $26 per share over any 40 consecutive trading-day period and (b) in additional increments of 30,000 shares, in each case if and when the price of Chiquita's Common Stock, calculated as set forth above, is at least $28, $30, $32 or $34 per share. If, prior to January 12, 2008, Mr. Aguirre's Service with the Company terminates for Good Reason or is terminated by the Company other than for Cause and between the date of termination and January 12, 2008 the price of Chiquita's Common Stock calculated as set forth above achieves one or more of the reference prices which would lead to vesting of shares under this award, then Mr. Aguirre will be entitled to receive that number of shares determined by multiplying the number of shares which would have vested had his Service not so terminated by a fraction, the numerator of which is the number of full and partial years elapsed from and including January 12, 2004 to the date of termination and the denominator of which is four (4). Any Shares not vested on January 12, 2008 will be forfeited. -----END PRIVACY-ENHANCED MESSAGE-----