Chiquita Brands International 10-Q 2012
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
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.
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.
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:
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.