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CQB > SEC Filings for CQB > Form 8-K on 23-Apr-2013All Recent SEC Filings

Show all filings for CHIQUITA BRANDS INTERNATIONAL INC | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Financial Statements

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2013, Chiquita Brands International, Inc. (the "Company") announced the appointment of Rick P. Frier as Senior Vice President and Chief Financial Officer. Mr. Frier will assume his new position immediately upon the filing of the Company's first quarter report on Form 10-Q (the "Effective Date"), and will serve as Senior Vice President, Finance until that time. Mr. Frier will succeed Brian W. Kocher as Chief Financial Officer who, as previously announced, will become Senior Vice President and Chief Operating Officer on the Effective Date. Mr. Frier, age 51, has been Director, Executive Vice President and Chief Financial Officer of Catalina Marketing Corp., a global leader in precision marketing specializing in the development, delivery and measurement of shopper-driven and marketing campaigns since 2005. Prior to that Mr. Frier served as Director, Chief Financial Officer and Chief Operating Officer of Mattress Discounters Inc., a bedding retailer and manufacturer from 2001 to 2005.
In connection with his appointment, Mr. Frier will be awarded shares of Company restricted stock with a target value of $900,000, 30% of which award will vest in equal tranches on each of the first four anniversaries of the date of grant and 70% of which will vest based upon attainment of performance goals. The restricted stock award will be made pursuant to the Form of Restricted Stock Award and Agreement filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 and the performance vesting portion of the award is consistent with the description provided in the Company's most recent annual proxy dated April 12, 2013, in the Compensation Discussion and Analysis section, under the heading "LTIP Program for 2013-2015 Performance Cycle." In addition, Mr. Frier has entered into the Company's standard Change in Control Severance Agreement substantially in the form filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
There are no family relationships between Mr. Frier and any director or executive officer of the Company, and he has no direct or indirect material interest in any transactions with the Company.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

99.1 Press Release issued by Chiquita Brands International, Inc., dated as of April 23, 2013.

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