-----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, PnliIVcofOSz6af2f7h697oAdxWco4iXOrUz01zmU8jTsRXTdKGh9utSesIA3nFU 2OLuXK9rq7LxS6xdVJv4bA== 0001469915-09-000001.txt : 20090811 0001469915-09-000001.hdr.sgml : 20090811 20090811155906 ACCESSION NUMBER: 0001469915-09-000001 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090807 FILED AS OF DATE: 20090811 DATE AS OF CHANGE: 20090811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sims Michael B CENTRAL INDEX KEY: 0001469915 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 091003815 MAIL ADDRESS: STREET 1: 250 EAST FIFTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 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 3 1 primary_doc.xml PRIMARY DOCUMENT X0203 3 2009-08-07 0 0000101063 CHIQUITA BRANDS INTERNATIONAL INC CQB 0001469915 Sims Michael B 250 EAST FIFTH STREET CINCINNATI OH 45202 0 1 0 0 Senior Vice President and CFO Common Stock 15200 D Common Stock 955 D Common Stock 2567 D Common Stock 5458 D Common Stock 7878 D Common Stock 17206 D Common Stock 2 I by 401(k) plan Employee Stock Option (right to buy) 16.97 2012-05-09 Common Stock 35000 D Employee Stock Option (right to buy) 16.92 2012-05-30 Common Stock 35000 D Includes 2,729 shares received on August 7, 2009 upon the partial vesting of a Restricted Stock Unit Award granted pursuant to the Chiquita Stock and Incentive Plan Table 1, Item 1 Represents unvested shares issuable on the vesting of a Restricted Stock Unit Award granted pursuant to the Chiquita Stock and Incentive Plan, which vests on October 20, 2009 as long as the Reporting Person is employed by the Company or a subsidiary on the vesting date. Table 1, Item 1 Represents unvested shares issuable on the vesting of a Restricted Stock Unit Award granted pursuant to the Chiquita Stock and Incentive Plan, which vests as to 1,283 shares on November 2, 2009 and 1,284 shares on November 2, 2010 as long as the Reporting Person is employed by the Company or a subsidiary on the vesting date. Table 1, Item 1 Represents unvested shares issuable on the vesting of a Restricted Stock Unit Award granted pursuant to the Chiquita Stock and Incentive Plan, which vests as to 2,729 shares on each of August 7, 2010 and 2011 as long as the Reporting Person is employed by the Company or a subsidiary on the vesting date. Table 1, Item 1 Represents unvested shares issuable on the vesting of a Restricted Stock Unit Award granted pursuant to the Chiquita Stock and Incentive Plan, which vests as to 2,626 shares on each of August 5, 2010, 2011 and 2012 as long as the Reporting Person is employed by the Company or a subsidiary on the vesting date. Table 1, Item 1 Represents unvested shares issuable on the vesting of a Restricted Stock Unit Award granted pursuant to the Chiquita Stock and Incentive Plan, which vests as to 8,603 shares on each of August 19, 2009 and 2010 as long as the Reporting Person is employed by the Company or a subsidiary on the vesting date. Represents the number of whole units held in the Chiquita Stock Fund of the Companys Savings and Investment Plan, a 401(k) Plan, based on a plan statement dated as of June 30, 2009. Table II, Item 1 Granted pursuant to the Chiquita Brands International, Inc. Stock and Incentive Plan Table II, Item 2 Option vested over a four year period; 25% became exercisable on May 9 in each of 2003, 2004, 2005 and 2006. Of the options granted, 8,750 remain exercisable. Table II, Item 2 Option vested over a four year period; 25% became exercisable on May 30 in each of 2003, 2004, 2005 and 2006. Of the options granted, 8,750 remain exercisable. Barbara Wagner as Attorney-in-Fact for Michael B. Sims 2009-08-11 EX-24 2 poa.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of James E. Thompson, Barbara Wagner, Barbara M. Howland, and Joel Raymer, signing singly, the undersigned's true and lawful attorney-in- fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) 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; (3) 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 or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (4) 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 7th day of April, 2009. Michael B. Sims /s/ Michael B. Sims -----END PRIVACY-ENHANCED MESSAGE-----