CHIQUITA BRANDS INTERNATIONAL INC
EXHIBIT 10-B 2002 STOCK OPTION AND INCENTIVE PLAN
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<TYPE>EX-10.B
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<FILENAME>l97060aexv10wb.txt
<DESCRIPTION>EXHIBIT 10-B 2002 STOCK OPTION AND INCENTIVE PLAN
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                                                                    EXHIBIT 10-B

                       CHIQUITA BRANDS INTERNATIONAL, INC.
                      2002 STOCK OPTION AND INCENTIVE PLAN
                  STOCK APPRECIATION RIGHT AWARD AND AGREEMENT

Congratulations! You have been awarded stock appreciation rights under the
Chiquita 2002 Stock Option and Incentive Plan (the "Plan"). This award offers
you an opportunity to share in the Company's long-term growth by giving you the
right over the next ten years to receive a benefit, payable in shares of the
Company's Common Stock (or cash or a combination of both), equal to the
difference between the market value of the Common Stock when you exercise the
stock appreciation rights and the Reference Price listed below. 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.

GRANT: Chiquita Brands International, Inc., a New Jersey corporation
("Company"), hereby awards you (the Grantee named below) a Stock Appreciation
Right ("SAR") for the number of units ("Units") and at the Reference Price set
forth below, subject to the following terms and conditions:

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GRANTEE:        NO. OF UNITS:         REFERENCE PRICE:            GRANT DATE:
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<S>             <C>                   <C>                         <C>
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VESTING: This SAR vests between the Grant Date and January 1, 2006, with 25% of
the total number of Units vesting (becoming exercisable) on January 1 in each of
2003, 2004, 2005, and 2006 or, if earlier, upon a Change of Control of the
Company; provided that you have remained continuously employed by the Company or
any of its Subsidiaries 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 SAR by reason of the Change of Control. If your Employee status
terminates because of your death, Disability or Retirement, all the Units
covered by this SAR will vest on your termination of employment.

TERM: This SAR expires 10 years from the Grant Date set forth above. If your
Employee status terminates prior to the expiration date, this SAR will terminate
as specified in the Plan.

EXERCISE: In order to exercise this SAR, you must deliver to the Company a
written notice indicating the number of Units being exercised. You must exercise
this SAR for at least 100 Units, unless the total number of vested Units covered
by this SAR is less than 100, in which case you must exercise this SAR for all
then-vested Units. Upon exercise, you will be entitled to receive, for each
Unit, a benefit equal to the excess of the Fair Market Value of one Share on the
date of exercise of this SAR over the Reference Price of this SAR (the
"Spread"). Unless otherwise determined by the Committee, the form of property
distributable to you in payment of the Spread (net of any taxes and social
security contributions withheld) shall be Shares; however, the Committee may
determine (whether at the time you exercise all or any portion of this SAR or at
any time prior to exercise), in its sole discretion, to pay all or a portion of
the Spread in cash rather than Shares. Any Shares so deliverable shall be valued
at their Fair Market Value on the date of exercise of this SAR. Before exercise
of this SAR and delivery to you of a certificate representing such Shares, you
will have no rights as a stockholder with respect to any Shares which may be
distributable to you upon exercise.

TAXES: You must pay all applicable U.S. federal, state, local and any foreign
taxes resulting from the grant or vesting of this SAR or the issuance of any
Shares upon exercise of this SAR. The Company has the right, and may have the
obligation, to withhold all applicable taxes due upon the exercise of this SAR
(by payroll deduction or otherwise) from the proceeds of such exercise or from
future earnings (including salary, bonus or any other payments).

CONDITIONS: This SAR 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. and foreign 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.


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CHIQUITA BRANDS INTERNATIONAL, INC.                      Please complete the following information:
<S>                                                      <C>
By:
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   Barry H. Morris, Vice President                       Home Address
         Human Resources                                 (including country)



By:
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     Associate/Optionee Signature

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Date Acknowledged:
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                                                         U.S.  Social Security Number (if applicable)
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