-----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, ET1Bg6rSsCid7DPtMjq/Q14H/ZbGn5iK9iAuorDxp5NcW2uo009u0i1AS6p4qJvr qtXNeUk0Dh01tUUgyh2A1w== 0000101063-05-000042.txt : 20050715 0000101063-05-000042.hdr.sgml : 20050715 20050715122716 ACCESSION NUMBER: 0000101063-05-000042 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050713 FILED AS OF DATE: 20050715 DATE AS OF CHANGE: 20050715 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 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: 05956468 BUSINESS ADDRESS: STREET 1: 4920 WALNUT WOODS LANE CITY: CINCINNATI STATE: OH ZIP: 45243 BUSINESS PHONE: 5139835432 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-07-13 0 0000101063 CHIQUITA BRANDS INTERNATIONAL INC cqb 0001224983 AGUIRRE FERNANDO 250 EAST FIFTH STREET CINCINNATI OH 45202 1 1 0 0 Chairman,President and CEO Common Stock 2005-07-13 4 M 0 30000 0 A 170000 D Common Stock 2590 I By Minor Children Restricted Stock Award 0 2005-07-13 4 M 0 30000 0 D 2008-01-12 Common Stock 30000 120000 D Vesting of 30,000 shares upon achievement of a Fair Market Value of Chiquita's Common Stock (calculated as the average of the high and low selling prices on the New York Stock Exchange) of at least $26 per share over a period of 40 consecutive trading days. The remaining 120,000 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) in additional increments of 30,000 shares, in each case if and when the Fair Market Value of Chiquita's Common Stock achieves a price of at least $28, $30, $32 or $34 per share over any 40 consecutive trading-day period. 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 Fair Market Value 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 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. Robert W. Olson as Attorney-in-Fact for Fernando Aguirre 2005-07-15 -----END PRIVACY-ENHANCED MESSAGE-----