X0202 4/A 2005-04-20 2005-07-15 0 0000101063 CHIQUITA BRANDS INTERNATIONAL INC cqb 0001224983 AGUIRRE FERNANDO CHIQUITA BRANDS INTERNATIONAL 250 EAST FIFTH STREET CINCINNATI OH 45202 1 1 0 0 Chairman, President and CEO Common Stock 2005-04-20 4 M 0 30000 0 A 185000 D Common Stock 2590 I By Minor Children Restricted Stock Award 0 2005-04-20 4 M 0 30000 0 D 2008-01-12 Common Stock 30000 120000 D Vesting on April 20, 2005 of 30,000 shares upon achievement of an average Fair Market Value of Chiquita's Common Stock of at least $26 per share over a period of 40 consecutive trading days. The remaining 120,000 shares granted under this award will vest, if at all, prior to January 12, 2008 (i) upon Mr. Aguirre's death or Disability; (ii) upon a Change of Control; or (iii) in additional increments of 30,000 shares, in each case if and when the average Fair Market Value of Chiquita's Common Stock achieves a price of at least $28, $30, $32 or $34 per share over any 40 consecutive trading-day period. Due to a formula miscalculation, the administrative staff responsible for monitoring vesting and preparing and filing reports on Mr. Aguirre's behalf originally believed that these shares vested on July 13, 2005, rather than April 20, 2005, and therefore the shares were not issued to Mr. Aguirre until July 14, 2005 and the vesting of these shares was not reported on Form 4 until July 15, 2005. The administrative staff recently realized that under the correct formula calculation, these shares vested on April 20, 2005, and the prior Form 4 is hereby amended to report the actual vesting date. If, prior to January 12, 2008, Mr. Aguirre's service with the Company terminates for Good Reason or is terminated by the Company other than for Cause, and between the date of termination and January 12, 2008 the average Fair Market Value of the Common Stock, calculated as set forth above, achieves one or more of the reference prices which would lead to vesting of shares under this award, then Mr. Aguirre will be entitled to receive that number of shares which would have so vested equal to a fraction the numerator of which is the number of full and partial years elapsed from January 12, 2004 to the date of termination and the denominator of which is four (4). Any shares not vested on January 12, 2008 will be forfeited. Robert W. Olson as Attorney-in-Fact for Fernando Aguirre 2006-03-14