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): March 27, 2006

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 1.01 Entry into a Material Definitive Agreement.

On March 27, 2006, the Compensation & Organization Development Committee of the Board of Directors established financial performance criteria under its Annual Bonus Program ("ABP") for the award of cash bonuses in early 2007 based on performance during 2006. These criteria are based on achievement of specified levels of net income. The Committee also established terms, including financial performance criteria, under its Long Term Incentive Program ("LTIP") for the award of stock in early 2009 based on performance during the three year-period 2006-08. These latter criteria are based on achievement of specified levels of cumulative earnings per primary share. Awards under the LTIP are also contingent upon approval by the Company’s shareholders of an appropriate increase in the number of shares that may be issued under its 2002 Stock Option and Incentive Plan. All of the executive officers of the Company participate in both of these Programs.

Effective March 27, 2006, the Committee also adopte d Stock Ownership Guidelines applicable to LTIP participants other than the Chief Executive Officer (the"CEO"). Under these Guidelines, LTIP participants must meet a stock ownership guideline by the fifth anniversary of the later of the effective date of the Guidelines or the participant’s date of hire. The guideline is three times annual salary in the case of LTIP participants who are Company’s executive officers. Progress toward the goal is expected to be approximately 20% per year. If the guideline is not met by the end of the applicable five-year period, 50% of subsequent awards under the ABP will be made in shares until the guideline is met. Until the guideline is satisfied, LTIP participants may not sell shares of restricted stock, or shares received upon exercise of stock options, awarded to them by the Company. However, the Guidelines do not prohibit the surrender of a portion of shares of restricted stock upon vesting or of shares received upon exercise of stock options, in order to pay withholding taxes. The value of the following holdings by participants will count toward the ownership guideline:

• shares held in the Company’s Savings and Investment Plan and Employee Stock Purchase Plan
• unvested restricted stock
• the value of "in-the-money" employee stock options (fair market value less exercise price)
• common stock held by the participant.

A stock ownership guideline of five times salary applicable to Fernando Aguirre, Chairman of the Board, President and Chief Executive Officer of the Company, is set forth in his Employment Agreement with the Company dated January 12, 2004.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

10.1 Long-Term Incentive Program 2006-2008 Terms

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.
March 31, 2006	By:	/s/Robert W. Olson
		Name: Robert W. Olson
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Long-Term Incentive Program

EX-10.1

Exhibit 10.1

CHIQUITA BRANDS INTERNATIONAL, INC.

LONG-TERM INCENTIVE PROGRAM

2006–2008 TERMS

1. General. Chiquita Brands International, Inc. (the “Company”) has established a Long-Term Incentive Program (the “LTIP”) under the Company’s Amended and Restated 2002 Stock Option and Incentive Plan (the “2002 Plan”), which was approved by the shareholders of the Company on May 22, 2003 at the 2003 Annual Meeting of Shareholders. These 2006-2008 Terms (these “Terms”) set forth the terms of Awards to be granted for the three-year period 2006-08 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 2002 Plan. All capitalized terms not otherwise defined in these Terms shall be as defined in the LTIP and the 2002 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, 2006 and ending December 31, 2008 (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. The number of Shares of Common Stock granted to each such Participant, if any, shall be determined as follows: First, a Financial Performance Award Opportunity shall be established, which shall be equal to (A) the number of Target Award Shares set forth opposite such Participant’s name on Exhibit A, multiplied by (B) the applicable Percent of Target Award set forth in Exhibit B that corresponds to the Performance Measure achievement determined by the Committee in accordance with paragraph 3 above. The actual Award shall then be fixed at 150% of the Financial Award Opportunity; provided, that the Committee shall have the discretion to reduce the actual Award based on such performance and other factors as it determined 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 16, 2006 and prior to July 1, 2008 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, 2006, 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, 2006 and prior to July 1, 2008, 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. Committee and Shareholder Approval. These Terms were approved by the Committee on March 27, 2006, subject to the approval by the shareholders of the Company at the 2006 Annual Meeting of Shareholders of an amendment to the 2002 Plan that increases the aggregate number of Shares that may be issued under the 2002 Plan by a number of Shares that exceeds the maximum number of Shares that may be issued as Awards under these Terms. If such amendment is not so approved by shareholders, these Terms, and any rights of Participants with respect to any Awards or potential Awards, shall in all respects terminate and be of no further effect.