10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment #1)

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

OR

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-1550

Chiquita Brands International, Inc.

(Exact name of registrant as specified in its charter)

New Jersey	04-1923360
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
250 East Fifth Street, Cincinnati, Ohio	45202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: (513) 784-8000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of October 28, 2010, there were 45,182,050 shares of Common Stock outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Form 10-Q filed by us for the quarterly period ended September 30, 2010, which was originally filed on November 3, 2010 (the “Original 10-Q”).We are filingthis Amendment as required by the SEC staff based on their internal policies in connection with their review of our confidential treatment request filed with the Original 10-Q. The Amendment involves no material information or changes to the Original 10-Q. Based on these SEC policies, we must re-file the entire Exhibit 10.3 to the Original 10-Q (the Company’s 2008-2010 Long-Term Incentive Program under our Stock Incentive Plan) in order to reflect the intervening completion of the performance period and the subsequent disclosure of the performance metrics in our proxy statement for our 2011 Annual Meeting of Shareholders. Consistent with this change, Item 6 of Part II and new Exhibits 31.1 and 31.2 are being filed, as required by the Commission regulations.

Except as set forth above, the Original 10-Q is not amended, updated, or otherwise modified. This Amendment does not reflect events occurring after November 3, 2010, the date of the Original 10-Q, or modify or update those disclosures that may have been affected by subsequent events.

Item 6 - Exhibits

+*	Exhibit 2.1 – Sale and Purchase Agreement dated as of May 13, 2008 by and among Hameico Fruit Trade, GmbH with the acknowledgment of Chiquita Brands International, Inc., and Univeg Fruit & Vegetable N.V., with the acknowledgment of De Weide Blik N.V. (Exhibit 2.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
+*	Exhibit 10.1 – International Banana Purchase Agreement F.O.B. (Port of Loading) dated January 25, 2008 between Chiquita International Limited and Banana International Corporation, an affiliate of C.I. Banacol, S.A., English translation of original document, which is in Spanish, conformed to include amendments through July 14, 2008. (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
+*	Exhibit 10.2 – Credit Agreement dated as of March 31, 2008, among Chiquita Brands International, Inc., Chiquita Brands L.L.C., certain financial institutions as lenders, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, as administrative agent, letter of credit issuer, swing line lender, lead arranger and bookrunner, conformed to include amendments included in First Amendment to Credit Agreement and Consent entered into as of June 30, 2008. (Exhibit 10.8 to Annual Report on Form 10-K/A for the year ended December 31, 2010)
+	Exhibit 10.3 – Long-Term Incentive Program 2008-2010 Terms (as amended through September 28, 2010). Refiled to include performance measures for completed term.
+*	Exhibit 10.4 – Long-Term Incentive Program 2009-2011 Terms (as amended through September 28, 2010). (Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
+*	Exhibit 10.5 – Long-Term Incentive Program 2010-2012 Terms (as amended through September 28, 2010). (Exhibit 10.5 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
+*	Exhibit 10.6 – Form of Change in Control Severance Agreement being used before April 1, 2010. (Exhibit 10.6 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
+*	Exhibit 10.7 – Form of Change in Control Severance Agreement being used on or after April 1, 2010 (without tax gross-up). (Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
+*	Exhibit 10.8 – Form of Amendment to Restricted Stock Award and Agreement, including executive officers, approved on September 1, 2008, applicable to grantees who may attain “Retirement” prior to issuance of the shares. (Exhibit 10.8 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
+*	Exhibit 10.9 – Form of Amendment to Restricted Stock Award and Agreement, including executive officers, approved on September 1, 2008, applicable to grantees who will not attain “Retirement” prior to issuance of the shares. (Exhibit 10.9 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
+*	Exhibit 10.10 – Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 15, 2009, applicable to grantees who may attain “Retirement” prior to issuance of the shares. (Exhibit 10.10 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
+*	Exhibit 10.11 – Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 15, 2009, applicable to grantees who will not attain “Retirement” prior to issuance of the shares. (Exhibit 10.11 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
+*	Exhibit 10.12 – Employment Agreement dated August 18, 2010 between Chiquita Brands International Sàrl and Brian W. Kocher. (Exhibit 10.12 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
*	Exhibit 10.13 – Separation and Severance Agreement by and between Chiquita Brands International Sàrl and Michel Loeb dated October 21, 2010. (Exhibit 10.13 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)

*	Exhibit 10.14 – Amendment effective as of January 1, 2009 to the Chiquita Brands International, Inc. Capital Accumulation Plan. (Exhibit 10.14 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
	Exhibit 31.1 – Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
	Exhibit 31.2 – Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
*	Exhibit 32 – Section 1350 Certifications (Exhibit 32 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)

* Incorporated by reference.

+ Portions of the exhibit and/or related schedules and exhibits have been omitted pursuant to a request for confidential treatment. The omitted portions have been filed with the Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHIQUITA BRANDS INTERNATIONAL, INC.
By:	/s/ Lori A. Ritchey
	Lori A. Ritchey
	Vice President and Controller
	(Chief Accounting Officer)

February 6, 2012

EX-10.3

EXHIBIT 10.3

CONFIDENTIAL TREATMENT

Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such Portions are marked “[*]” in this document; they have been filed separately with the Commission.

CHIQUITA BRANDS INTERNATIONAL, INC.

LONG-TERM INCENTIVE PROGRAM

2008–2010 TERMS

1. General. Chiquita Brands International, Inc. (the “Company”) has established a Long-Term Incentive Program (the “LTIP”) under the Company’s Stock and Incentive Plan (the “Stock Plan”). These 2008-2010 Terms (the “Terms”) set forth the terms of Awards to be granted for the three-year period 2008-10 under the LTIP. Awards so granted are intended to be “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code. Except as otherwise provided in these Terms, all Awards shall be subject to, and entitled to all applicable rights and benefits provided in, the LTIP and the Stock Plan. All capitalized terms not otherwise defined in these Terms shall be as defined in the LTIP and the Stock Plan.

2. Eligibility for Awards.

a. Each Participant listed on Schedule A shall be eligible for an Award under these Terms (an “Award”) for the period commencing January 1, 2008 and ending December 31, 2010 (the “Performance Period”). Such Awards shall be determined in accordance with Schedule B based on achievement of the applicable Performance Measures set forth therein.

b. If a Participant’s employment is terminated for Cause during the Performance Period, the Participant shall not be entitled to any Award for that Performance Period. If a Participant’s employment terminates during the Performance Period for any reason other than for Cause, the Participant’s Award shall be payable as though the Participant was employed on the last day of the Performance Period, but subject to such reduction or voiding of the Award as the Compensation Committee of the Company’s Board of Directors (the “Committee”), in its absolute discretion, determines to be appropriate. Subject to paragraph 3, any portion of an Award not so voided shall be deliverable to the Participant at such time and on such terms as the Committee shall determine.

3. Performance Measures. A Participant shall be entitled to receive an Award only if the Committee has determined that the applicable Performance Measures for the Performance Period have been achieved. Such determination shall be made as soon as practicable after the end of the Performance Period. To the extent that the Committee exercises discretion in making such determination, such exercise of discretion may not result in an increase in the amount of any Award.

4. Determination And Distribution of Awards.

a. All Awards shall be paid in Shares of Common Stock of the Company. At the beginning of the Performance Period each Participant shall be granted a Financial Performance Award Opportunity equal to a maximum of 200% of the number of Target Award Shares set forth opposite such Participant’s name on Exhibit A. The number of Shares of Common Stock, if any, awarded to each such Participant after the end of the Performance Period shall equal the Participant’s Target Award Shares multiplied by the applicable Percent of Target Award that corresponds to the Performance Measure achievements calculated by the Committee as set forth on Exhibit B. The Committee shall have the discretion to reduce actual Awards based on such Company performance and other factors as it determines to be appropriate.

b. Awards of Shares of Common Stock shall be delivered to Participants as soon as practicable after the date on which the determination described in paragraph 3 above has been made.

5. Additional Participants. Each person who becomes an “executive officer” (as such term is defined Rule 3b-7 under the Securities Exchange Act of 1934, or any successor provision) of the Company after February 14, 2008 and prior to July 1, 2010 shall become a Participant eligible for an Award under the Plan. The Committee shall establish

a number of Target Award Shares applicable to such Participant within 30 days after he or she becomes an “executive officer” on the following basis:

• For a Participant who becomes an “executive officer” prior to July 1, 2008, the number of Target Award Shares shall be determined as if he or she was an eligible Participant at the beginning of the Performance Period.

• For a Participant who becomes an “executive officer” on or after July 1, 2008 and prior to July 1, 2010, the number of Target Award Shares shall be (a) the number determined as if he or she was an eligible Participant at the beginning of the Performance Period, reduced by (b) 1/36^th for each full month that elapsed from the beginning of the Performance Period until such Participant became an “executive officer.”

The Committee shall also have the discretion to add additional Participants who are not “executive officers” on the same basis as applies to “executive officers.”

6. Amendment. The Committee may amend the provisions of these Terms and the attached Schedules to reflect corporate transactions involving the Company (including, without limitation, any acquisition, divestiture, stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares); provided that such amendment may not be adopted on a date or in a manner which would adversely affect the

treatment of the Award as Performance-Based Compensation.

7. Approval. The provisions included in these 2008-2010 Terms were approved on February 14, 2008.

2008-2010 LTIP

Exhibit A

LTIP Participants	Target Award Shares
Fernando Aguirre	98,237
Brian Donnan	[*]
Kevin Holland	17,908
Brian Kocher	[*]
Michel Loeb	18,420
Manuel Rodriguez	[*]
Michael Sims	[*]
James Thompson	16,629
Tanios Viviani	22,001
Jeffrey Zalla	17,908
Waheed Zaman	[*]
[*]	[*]
[*]	[*]

Exhibit B

Performance Measures
Cumulative earnings per share
Threshold	$	1.08	—	%
Target	$	2.16	100	%
Maximum	$	4.32	200	%
Straight-line interpolation between points.

Relative Total Shareholder Return
< 25th percentile	—	%
25th percentile	25	%
50th percentile	100	%
75th percentile	175	%
> 75th percentile	200	%
Straight-line interpolation between the 25th and 75th percentile.

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

I, Fernando Aguirre, certify that:

1 I have reviewed this quarterly report on Form 10-Q/A of Chiquita Brands International, Inc.;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: February 6, 2012	/s/ Fernando Aguirre
	Title:    Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

I, Michael B. Sims, certify that:

1 I have reviewed this quarterly report on Form 10-Q/A of Chiquita Brands International, Inc.;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: February 6, 2012	/s/ Michael B. Sims
	Title:    Chief Financial Officer