8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 11, 2005

Chiquita Brands International, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

New Jersey	1-1550	04-1923360
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 11, 2005, the Board of Directors of Chiquita Brands International, Inc. elected a new director, Clare M. Hasler. Dr. Hasler (age 48) has been Executive Director of the Robert Mondavi Institute for Wine and Food Science at the University of California, Davis since February 2004. From 1997 to January 2004 she was assistant professor in the Department of Food and Science and Human Nutrition at the University of Illinois at Urbana-Champaign. Dr. Hasler also served from July 2000 to January 2003 as the Associate Director of Outreach and Industry Relations of the Functional Foods for Health Program at the University of Illinois Chicago at both the Urbana-Champaign and Chicago campuses; she had been director of this program from 1992 to 2000. She has carried out research and published in the areas of food science and nutrition. Dr. Hasler holds a dual doctoral degree in environmental toxicology and human nutrition from Michigan State University and a master’s degree in nutrition from the Penn sylvania State University. She also earned a master’s degree in business administration from the University of Illinois at Urbana-Champaign. It has not yet been determined on which committees of the Board of Directors Dr. Hasler will serve.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Form of Restricted Share Agreement with newly elected non-management directors.

SIGNATURES

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 hereunto duly authorized.

	Chiquita Brands International, Inc.
October 14, 2005	By:	Robert W. Olson
		Name: Robert W. Olson
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	DIRECTOR'S RESTRICTED STOCK AWARD AND AGREEMENT

EX-10.1

Exhibit 10.1

CHIQUITA BRANDS INTERNATIONAL, INC.
2002 STOCK OPTION AND INCENTIVE PLAN
DIRECTOR’S RESTRICTED STOCK AWARD AND AGREEMENT

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 2002 Stock Option and Incentive Plan (the “Plan”). The Shares will be issued at no cost to you on the vesting dates set forth below provided that you continue to serve as a non-employee director of the Company on the applicable vesting dates. Please read this Agreement carefully and return one copy as requested below. Unless otherwise provided in this Agreement, capitalized terms have the meanings specified in the Plan.

Grantee No of Shares Grant Date Vesting Dates

VESTING: The Shares will vest (become deliverable) between the Grant Date and [last vesting date] with [% or number of shares] of the shares vesting on [dates] or, if earlier, upon a Change of Control of the Company (the “Vesting Date”); provided that you have served continuously as a director of the Company through the applicable vesting date Notwithstanding the foregoing, you may elect, by filing a written election with the Company prior to the date of a Change of Control, to waive all or a portion of your rights to vest in this award by reason of the Change of Control. If your service as a director terminates because of your death or Disability, all the Shares covered by this award will vest on the termination of your service. If your service as a director terminates because of your Retirement (as defined below), vesting of the Shares covered by this award will cease as of the date of your Retirement. For purposes of this award, notwithstanding the provisions of the Plan, your “Retirement” shall be deemed to occur upon the termination of your services as a director, regardless of your age, for any reason other than Cause or your death or Disability. On each Vesting Date (or promptly thereafter), the Company will deliver to you a certificate representing the Shares which have vested under this Award.

NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING: Prior to any Vesting Date, you will have no rights as a shareholder of the Company with respect to the Shares to be issued on or after that Vesting Date.

BUY OUT: Prior to any Vesting Date, the Company will have the right, in its sole discretion and without your consent, to elect to pay you the Fair Market Value of the Shares in lieu of issuing you a certificate for such Shares.

TAXES: You must pay all applicable U.S. federal, state and local taxes resulting from the grant of this award or the issuance of Shares upon any vesting of this award. The Company has the right to withhold all applicable taxes due upon the vesting of this award from the proceeds of this award or from future earnings (including accrued but unpaid director’s fees or any other payments).

CONDITIONS: This award is governed by and subject to the terms and conditions of the Plan, which contains important provisions of this award and forms a part of this Agreement. A copy of the Plan is being provided to you, along with a summary of the Plan. If there is any conflict between any provision of this Agreement and the Plan, this Agreement will control, unless the provision is not permitted by the Plan, in which case the provision of the Plan will apply. Your rights and obligations under this Agreement are also governed by and are subject to applicable U.S. laws.

ACKNOWLEDGEMENT: To acknowledge receipt of this award, please sign and return one copy of this Agreement to the Corporate Secretary’s Office, Attention: Barbara Howland.

CHIQUITA BRANDS INTERNATIONAL, INC. Complete Grantee Information below:

By:	By:
	Home Address:
	Social Security Number:
	Date Acknowledged: