CHIQUITA/FRESH EXPRESS SAVINGS AND INVESTMENT PLAN SUMMARY PLAN DESCRIPTION

Transcription

1 CHIQUITA/FRESH EXPRESS SAVINGS AND INVESTMENT PLAN SUMMARY PLAN DESCRIPTION This document describes the Chiquita/Fresh Express Savings and Investment Plan (the "Plan"). The Plan offers a tax advantaged means by which eligible employees of Chiquita Brands International, Inc. (the "Company" or Chiquita ), Fresh Express Incorporated ( Fresh Express ), and other participating employers may accumulate capital on a regular and long-term basis for their retirement income needs. Additional information regarding the Plan and its administrators may be obtained by contacting the Company, Fresh Express, or the Plan Administrator at the Company, Fresh Express' principal executive offices, DCOTA Office Center, 1855 Griffin Road, Suite C-436, Ft. Lauderdale, Florida , Attention: Human Resources Department. Chiquita's telephone number is (954) and Fresh Express is (407) This document contains a summary in English of your Plan rights and benefits under the Chiquita/Fresh Express Savings and Investment Plan. If you have difficulty understanding any part of this document, contact the Plan Administrator: Chiquita Brands International, Inc., DCOTA Office Center, 1855 Griffin Road, Suite C-436, Ft. Lauderdale, Florida , telephone (954) or Fresh Express Incorporated, 4757 The Grove Drive, Suite 260, Windermere, Florida 34786, telephone (407) Dated: March 1, 2017

2 TABLE OF CONTENTS Page I. GENERAL INFORMATION CONCERNING THE PLAN...1 II. ADMINISTRATION...1 III. ELIGIBILITY REQUIREMENTS...3 IV. ENROLLMENT AND PARTICIPATION IN THE PLAN...3 V. CONTRIBUTIONS AND ACCOUNTS...4 VI. INVESTMENT OF CONTRIBUTIONS...7 VII. VESTING UNDER THE PLAN...9 VIII. DISTRIBUTIONS FROM THE PLAN...10 IX. FORFEITURES AND REINSTATEMENT...14 X. PROCEDURE FOR DESIGNATING A BENEFICIARY...14 XI. TAX EFFECTS OF PARTICIPATION IN THE PLAN...14 XII. PROCEDURE FOR MAKING A CLAIM FOR BENEFITS AND APPEALS PROCESS FOR DENIED CLAIMS...16 XIII. NOTICES AND CORRESPONDENCE...17 XIV. AMENDMENT AND TERMINATION OF PLAN...17 XV. TOP HEAVY RULES...18 XVI. RIGHTS UNDER ERISA i -

3 I. GENERAL INFORMATION CONCERNING THE PLAN The Plan was established by the Company effective January 1, 1986, to offer employees a means of developing personal savings for retirement and to provide them with an opportunity to make various investments for retirement. The Plan is designed to qualify as a contributory profit sharing plan under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986 (the "Code"), with respect to employee contributions. This permits an employee to defer receipt of, and income taxes on, a portion of cash compensation by having it contributed to the Plan. See Section XI, "Tax Effects of Participation in the Plan." The Plan is a "defined contribution" type of plan under the Employee Retirement Income Security Act of 1974 ("ERISA"). See Section XVI, "Rights under ERISA." This document does not describe all of the provisions of the Plan, and in the case of any conflict or apparent conflict between the following description of the Plan and the full text of the Plan, the Plan text will control. Copies of the Plan are available from the Plan Administrator and will be provided to any employee without charge upon written request. Throughout this document, you will be directed to call the Participant Information Center at or log on to the MassMutual Retirement Plan Website at to engage in various transactions relating to the Plan. Although some transactions must be initiated by telephone, most transactions can be performed online. In addition, you may obtain information online about your account balances, recent account activity, investment elections, and current fund prices, as well as more detailed information about each fund than can be provided in this document. The Company and Fresh Express believes that you will find it helpful in managing your accounts to use whenever possible. II. ADMINISTRATION A. Employers Employees of the Company, Fresh Express, and certain other subsidiaries may participate in the Plan. The Company, Fresh Express, and each of these subsidiaries are sometimes referred to as an "Employer." A complete list of Employers participating in the Plan may be obtained by written request to the Company, and is available for inspection at the Company, at the address given on the cover of this document. Plan participants and beneficiaries may receive from the Company, upon written request, information as to whether a particular subsidiary is a sponsor of the Plan and, if the subsidiary is a sponsor, the sponsor's address. The Company's IRS Employer Identification Number is and the Plan Identification Number is

4 B. Plan Administrator The Plan is administered by a committee (the "Plan Administrator" or the "Committee"), the members of which are selected by and serve at the pleasure of the Company s Board of Directors. The Committee may adopt rules and regulations necessary to carry out and administer the Plan and has full power and authority to construe and interpret the Plan. Under the Plan, decisions and determinations of the Committee are final and binding on all parties to the extent permitted by law. Benefits under this Plan will be paid only if the Plan Administrator decides in its discretion that the applicant is entitled to them. The Plan Administrator, in its capacity as a fiduciary of the Plan, has general authority and discretion to manage and control the assets of the Plan and to direct the Trustee as to their investment and reinvestment to the extent that such decisions are not participant directed. The Plan Administrator may appoint one or more professional investment managers (an "Investment Manager") to manage specified portions of the Plan's assets. See Section VI, "Investment of Contributions." If you have questions about the Plan, Chiquita employees should contact Anabel Gutierrez at or agutierrez@chiquita.com and Fresh Express employees should contact Yolanda Garrett at or ygarrett@freshexpress.com. C. Plan Trustee The current trustee of the Plan is Reliance Trust Company, 1100 Abernathy Road NE, Suite 400, Atlanta, Georgia (the "Trustee"). The Committee may remove the Trustee and appoint a successor trustee at any time. The Trustee holds the assets of the Plan and, in general, deals with these assets as directed by the Plan Administrator, by any Investment Managers and by participants as to their accounts. D. Plan Records The Plan operates on, and all of its records are kept on, a calendar year basis beginning January 1 and ending December 31 of each year (a "Plan Year"). E. Service of Process The Plan's agent for service of process is: Barbara Howland Director of Compensation and Corporate Secretary Chiquita Brands International, Inc. DCOTA Office Center 1855 Griffin Road, Suite C-436 Ft. Lauderdale, Florida Service of process may also be made on the Trustee or the Plan Administrator

5 F. Merged Plans Due to the acquisition of several companies by the Company, other qualified plans have been merged into this Plan. For more specific information about the effects of those mergers on your participation in this Plan, contact the Plan Administrator. III. ELIGIBILITY REQUIREMENTS Generally, and subject to the exceptions listed below, each employee of an Employer becomes eligible to participate in the Plan on the first day of the calendar month after both attaining age 21 and completing 60 days of service with the Company or a participating subsidiary of the Company. An employee is not eligible to participate in the Plan if: the employee is included in a unit of employees covered by a collective bargaining agreement if retirement benefits were the subject of good faith bargaining between the employee representatives and the Employer; the employee is covered by another qualified retirement plan sponsored by the Company or an affiliate of the Company; the employee is a non-resident alien who does not receive any earned income from the Employer which constitutes United States source income; the employee is (i) a leased employee, (ii) a fixed term or contingent worker who is credited with less than 1,000 hours of service, or (iii) a student performing a cooperative study; or the employee is employed outside of the United States and is covered by any retirement plan (whether or not qualified) sponsored by or to which contributions are made by the Company or any affiliate of the Company. IV. ENROLLMENT AND PARTICIPATION IN THE PLAN Prior to your eligibility date, you will receive an enrollment packet with information about the Plan. You must enroll if you want to be a participant and make a Before-Tax or Designated Roth Contribution. You may elect to defer up to 100% of your pay up to the maximum contribution limit described below. You should enroll in the Plan by calling or logging on to If you do not enroll, no contributions will be made on your behalf. Your enrollment deductions should begin within one or two pay periods after your eligibility date. If your deductions do not begin within two pay periods or the amount of the deduction does not appear to be correct, you should contact your Human Resources Representative immediately. Once you are enrolled and your deductions have begun, your participation in the Plan will continue until you terminate your employment with all Employers or until your status changes to include one listed above, and you are not eligible to participate in the Plan. You may - 3 -

6 change your contribution rate or your investments at any time. If you are a former employee, you will continue as a member of the Plan for as long as you maintain a Plan account. V. CONTRIBUTIONS AND ACCOUNTS A. Participant Contributions 1. Before-Tax Contributions. You may elect to defer a portion of your pay as a Before-Tax Contribution. Payment of your basic 401(k) contributions to the Plan is made by payroll deduction on a before-tax basis. The Employer transmits these Before-Tax Contributions directly to the Plan on your behalf. Amounts you defer may receive a matching contribution. See paragraph B below, "Employer Contributions." 2. Designated Roth Contributions. You may elect for part or all of your Before-Tax Contributions to be irrevocably designated as Designated a Roth Contributions. Designated Roth Contributions to the Plan are also made by payroll deduction, but rather than being made on a before-tax basis, the Designated Roth Contribution is made on an after-tax basis (which means the contribution is included in your gross income). You may change your election at any time for future contributions to be Designated Roth Contributions or Before-Tax Contributions; however, once elected those contributions already made to the Plan must remain as originally designated. 3. Contribution Limit. The Plan permits you to make Before-Tax Contributions or Designated Roth Contributions, of any whole percent of your pay from 1% to 100%. You must enroll by making a specific election. You may change your contribution rate as described in Changes in Rate of Contributions below. Federal law imposes annual limits on the amounts that may be deferred, and these limits may be changed each year as required by law or as determined by the Company. 4. Pay. The term "pay" means base pay that is reported on Form W-2 and includes commissions, shift differentials and overtime. Bonus pay such as a performance-based bonus, a referral bonus, a safety bonus, or a discretionary bonus and amounts deferred under the Chiquita Capital Accumulation Plan are not included. However, any elective deferrals under this Plan or salary reduction contributions under the Chiquita Brands International, Inc. Health and Welfare Plan ( Chiquita Health and Welfare Plan ) are included as pay. The maximum amount of pay on which contributions may be based is also limited by law and is subject to adjustment by the Secretary of the Treasury for increases in the cost of living. 5. Change in Rate of Contributions. You may change the rate of your Before- Tax Contributions or Designated Roth Contributions at any time after you are enrolled in the Plan by calling or logging on to - 4 -

7 Any such change will be effective as soon as administratively feasible and will only apply to pay not yet paid as of the date of the change. If the change does not occur within two pay periods or the amount of the deduction does not appear to be correct, contact your Human Resources Representative immediately. 6. Termination of Contributions. You may discontinue making Before-Tax Contributions or Designated Roth Contributions by calling or logging on to If you stop making Before-Tax Contributions or Designated Roth Contributions, you may begin making contributions again only after calling or logging on to If you stop making contributions, your existing accounts will remain invested as directed by you and will be held for you under the Plan. 7. Rollover Contributions. You may make a rollover contribution with the consent of the Plan Administrator and Trustee (which will be granted in a nondiscriminatory manner) from the eligible retirement plan of a prior employer; from an individual retirement account; or from a Roth account of another employer plan that is eligible to be rolled over. A rollover contribution may be made before you are eligible to make Before-Tax Contributions or Designated Roth Contributions if you would otherwise be covered by the Plan. You may request information about making a rollover contribution by calling or logging on to 8. Catch-Up Contributions. If you are at least age 50 by the end of the calendar year, you may make a special contribution to the Plan called a "catch-up contribution." To be eligible, you must be making the maximum Before-Tax Contributions or Designated Roth Contributions allowed by the Plan or by IRS limits. An election to make a catch-up contribution may be made by calling or logging on to B. Employer Contributions 1. Basic Matching Contributions. The Employer will make matching contributions for any Plan Year on your behalf if you are actively employed by the Employer on the last day of that Plan Year. The amount of the Basic Matching Contribution is equal to 50% of your Before-Tax, Designated Roth or Catch-Up Contributions based on the first 6% of your pay contributed. 2. Nonelective Contributions. In certain cases, in order to satisfy the nondiscrimination tests in the Plan, an Employer may make qualified nonelective contributions to the accounts of certain participants

8 C. Participant Accounts Each Participant in the Plan may have the accounts listed below. You direct the investment of funds in each of your accounts. 1. Before-Tax Contributions Account to which your Before-Tax Contributions are allocated (including any Catch-Up Contributions). 2. Designated Roth Contributions Account to which your Designated Roth Contributions are allocated (including any Catch-Up Contributions). 3. Matching Contributions Account to which the Employer Matching Contributions are allocated. 4. After-Tax Contributions Account to which your After-Tax Contributions, if any, made prior to January 1, 1989 were allocated. After-Tax Contributions to the Plan have not been permitted since that date. 5. Rollover Contributions Account to which rollover contributions permitted by the Code are allocated. 6. Merger Contributions Account to which contributions transferred from a plan merged into this Plan on your behalf, if you are a former participant in one of those plans, were allocated. If you have questions about whether this applies to you, you should contact the Plan Administrator. 7. Nonelective Contributions Account to which any qualified nonelective contributions on your behalf are made. Your accounts also have allocated to them the proportionate share of earnings (or losses) and appreciation (or depreciation) of the funds in which such contributions are invested. See Section VI, "Investment of Contributions." You will receive periodic statements of the value and status of your accounts under the Plan. You may also obtain a copy of your most recent statement by calling or logging on to D. Limitations on Contributions to the Plan Federal tax laws limit Before-Tax Contributions, Designated Roth Contributions and Employer Matching Contributions as follows: 1. Before-Tax Contributions. Your Before-Tax Contributions, Designated Roth Contributions, and Catch-Up Contributions cannot exceed limits set by federal law or the maximum deferral amount in any calendar year. Federal tax laws also establish formulas for determining the maximum - 6 -

9 percentage of compensation which may be contributed to the Plan by all participants who are "highly compensated" employees. Amounts contributed in excess of the limitation are refunded. In addition, the Company may limit the amount a highly compensated employee may contribute during the year in order to meet these limits. 2. Other Limitations on Contributions to the Plan. In addition to the limit on Before-Tax Contributions, Designated Roth Contributions and Catch- Up Contributions described in paragraph 1 above, the total amount of contributions that are made to the Plan for your benefit, including Before- Tax Contributions, Designated Roth Contributions, Employer Matching Contributions and forfeitures are also limited by federal law. If this limit is exceeded and contributions are required to be returned, any excess Before-Tax Contributions or Designated Roth Contributions will be returned to you; any excess Employer contributions or contributions in the forfeiture account may be used to reduce contributions for the next Plan Year. VI. INVESTMENT OF CONTRIBUTIONS A. Participant Directed Investments You are responsible for allocating the investment of your accounts among the various investment funds offered by the Plan. You generally may direct the investment of your accounts, in increments of 1% of the total, to any one or more of the investment funds. To assist you in selecting the funds in which to invest, Annex A to this document lists each investment fund and contains a brief profile, as of the most recent practicable date prior to the date of this document, of each. The profiles included in Annex A are only summaries of the investment funds. You should not invest in any fund without calling or logging on to to get more information about the fund, including a copy of the fund's prospectus. If you do not direct your investments, they will automatically be invested in the fund designated by the Plan Administrator as the Plan s Qualified Default Investment Alternative, currently the CustomChoice Moderate, until you direct that they be invested in another way. The Plan Administrator may, in its discretion, change the selection of funds offered, or the investment guidelines for any fund, at any time. You will be notified of these changes if and as they occur. B. Changes in Investments You may change the investment of future contributions and/or transfer past investments between the various investment funds by calling or by logging on to Your change in investment decision becomes effective the same business day if the stock market is open and the call or web transaction is - 7 -

10 made before 2:30 p.m. Eastern time. If the stock market is closed or the call or web transaction is made after 2:30 p.m. Eastern time, the change will be effective the next business day that the stock market is open. C. Responsibility for Selection of Investment Options As indicated above, you are responsible for allocating the amount in your accounts among the various investment funds offered. Neither the Trustee, any Investment Manager, the Plan Administrator nor any officer or employee of any Employer may advise you as to the manner in which your accounts should be invested. The fact that an investment fund is available under the Plan should not be construed as a recommendation for investment in that investment fund. Whether or not you are planning retirement in the near future, you should consider carefully how your investment elections may affect your retirement planning, as well as your overall financial plan. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all of your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in any one type of fund or in the securities of any one company. Investments of the Plan are subject to market risks from both routine and extraordinary events. The proceeds realized from your Plan investments will depend on the prevailing market price at a particular time, which may be more or less than the amount you invested initially. D. Costs of the Plan and Expenses of the Funds The administrative costs of operating the Plan are shared by you and Chiquita/Fresh Express. Chiquita/Fresh Express is committed to keeping the fees and expenses as reasonable as possible. The fees paid by you are the following: (1) Administrative fees are paid to MassMutual for the costs associated with running the Plan, such as record keeping, trustee services, communications, mailing statements, account access, and transaction costs. You are charged.13% per year to cover the administrative fees for the Plan. This fee will be taken out of your account on a monthly basis and is in addition to the investment management fees charged by the investment or mutual fund and netted against the return of each fund. (2) Investment fees are costs associated with running the underlying investment or mutual fund. Each fund is managed by an investment advisor who is responsible for investing the fund s assets, implementing its investment strategy, and managing the day-to-day operations. The investment fee is paid to the investment advisor for these services and other expenses and is commonly referred to as the fund s annual expense ratio. For example, if the expense ratio for a fund is 0.20%, that equals $2.00 for every $1,000 invested. The expense ratio for a fund is applied at the mutual fund level and is already reflected in the fund s published - 8 -

11 return percentage. In other words, the fund s stated return is net of this expense. The fees you are charged will be clearly disclosed in your statements. More information about the fees can be found by logging on to The Employer will pay costs for the employees who manage the Plan, legal compliance and related communications and any other expenses related to the Plan. E. Management of the Funds The Trustee, the Plan Administrator and any Investment Managers appointed by the Plan Administrator manage the funds for the sole and exclusive benefit of you and all of the participants. Neither the Company nor any other Employer has any right, title or interest in contributions to the Plan, although any excess or other contributions made by a mistake of fact by an Employer may be returned to the Employer. F. Compliance with Section 404(c) The Plan s investments and investment rules are intended to comply with Section 404(c) of ERISA and the related regulations. This allows the fiduciaries of the Plan to be relieved of liability for losses experienced as a result of your investment instructions. VII. VESTING UNDER THE PLAN You are always fully vested in (i.e., have a non-forfeitable interest in) the full value of your Before-Tax Designated Roth, After-Tax, Rollover, Catch-Up, Merger and Nonelective Contributions Accounts. You become vested in all Employer Matching Contributions at the rate of 20% per year for each year of service with an Employer as follows: Years of Service Vested Percentage Less than 1 year 0% 1 year but less than 2 years 25% 2 years but less than 3 years 50% 3 years but less than 4 years 75% 4 years or more 100% If you have less than 4 years of service, you still become automatically vested in the full value of your Matching Contributions Account upon the occurrence of any of the following: attainment of age 65 (the normal retirement age under the Plan), without a prior severance from service; - 9 -

12 total disability or death while an active employee; or complete discontinuation of Employers' contributions to or termination of the Plan. Service is determined from your date of hire. You will receive credit for a year of service for each 12-month period you work regardless of the number of hours you work in that 12-month period. VIII. DISTRIBUTIONS FROM THE PLAN A. Distributions Upon Retirement, Death, Disability or Termination of Employment Upon your retirement at or after age 65, your total disability, or your death, the full value of all of your accounts may be distributed to you, or to your beneficiary in the case of death. If your employment terminates for any other reason, you may receive the full value of your Before-Tax Contributions including Designated Roth Contributions and Catch-Up Contributions, After-Tax, Rollover, Merger, and Nonelective Contributions Accounts (if any) plus the vested portion of your Matching Contributions Account. If you die while performing qualified military service, your beneficiary will be entitled to those benefits provided under the Plan (except benefit accruals) as if you had resumed employment prior to death. Generally, distributions will begin as soon as practicable after your termination of employment, although if you have a vested account with a value of $5,000 or more, you may elect to defer distribution until your 65th birthday. You may make a distribution request by calling or logging on to Distributions may not commence later than the April 1 following the calendar year in which you retire. There are special distribution rules for participants who are age 70½ and are a 5% owner. B. Form of Distributions All distributions from the Plan are paid in one of the following forms: (1) a lump sum in cash; (2) by a direct rollover to an Individual Retirement Account or Annuity (an "IRA"), a Roth IRA, or to another plan that accepts rollovers; or (3) by a combination of (1) and (2) above. If your account balance is greater than $1,000 and less than $5,000 and you do not specify an election, your payment automatically will be rolled over to an individual retirement plan designated by the Plan Administrator. If your account balance is $1,000 or less, and you do not specify an election, your payment will be paid directly to you in a lump sum in cash

13 C. Valuation of Accounts for Distribution For purposes of any distribution from the Plan, your account is valued as of the most recent valuation date (each business day of the Plan Year) coinciding with or preceding the payment. D. Hardship Withdrawals Under certain circumstances and with the approval of the Plan Administrator, you may withdraw the vested value of your account (but not the income earned on Before-Tax Contributions after December 31, 1988), less the outstanding balance of all loans made to you. To assure that savings will be used for long-term needs, such as retirement, and to conform to federal law, the Plan limits the availability of such withdrawals. Hardship withdrawals may only be made (1) in the event of an immediate and heavy financial need and (2) if the withdrawal is necessary to satisfy that need because the expenses cannot be paid for out of liquid assets or current cash flow or otherwise reasonably financed. An immediate and heavy financial need is limited to the following situations: purchase of your primary residence; post-secondary education and related expenses for a person in your immediate family for the next 12-month period; expenses previously incurred by you, your spouse or any dependents because of sickness, accident, death or disability, or necessary for those persons to obtain medical care; funds needed to prevent foreclosure on or eviction from your principal residence; funeral or burial expenses for your deceased parent, spouse, child or dependent; expenses for the repair of damage to your principal residence that would qualify for the casualty deduction under the Internal Revenue Code; and other events permitted by the Internal Revenue Code or the applicable Treasury regulations. The Plan Administrator will deem your request for a hardship withdrawal to be necessary to satisfy the financial need if both of the following conditions are met: the withdrawal does not exceed the amount necessary to satisfy the need (including anticipated taxes and penalties resulting from the distribution); and you have obtained all other available distributions and non-taxable loans under the Employer's plans

14 The Plan Administrator will review each withdrawal request and decide if it meets these requirements. Hardship withdrawals are subject to income tax and may also be subject to an additional 10% penalty tax if the distribution occurs before you are age 59½. Hardship withdrawals may not be rolled over. If you make a hardship withdrawal, you will not be eligible to make any contributions to the Plan for six months following the withdrawal. The Plan Administrator has authorized MassMutual to approve hardship withdrawals subject to the criteria outlined above. You may request a hardship withdrawal by calling or logging on to E. In-Service Withdrawals If you have reached age 59½, you may, for any reason and without penalty, request an inservice withdrawal from your After-Tax Contributions Account (if any) and your Before-Tax Contributions Account, including your Designated Roth Contributions and Catch-Up Contributions. Amounts withdrawn generally are subject to income tax but, because you are at least age 59½, are not subject to the additional 10% excise tax. An in-service withdrawal may be eligible for rollover treatment. In addition, you may withdraw all or any part of your Rollover Contributions Account for any reason. Amounts withdrawn may be subject to income tax and may also be subject to the additional 10% penalty tax if the distribution occurs before you are age 59½. You may request one of these withdrawals by calling or logging on to F. Loans From Plan With the approval of the Plan Administrator, you may borrow amounts from your account for any reason prior to January 1, 2018, or effective as of January 1, 2018, if you experience an immediate and heavy financial need and the loan is necessary to satisfy that need. The qualifications for a hardship loan are the same as for a hardship withdrawal as described in Section D. Hardship Withdrawals. You may request a loan by calling or logging on to Loans are made in accordance with the Chiquita/Fresh Express Savings and Investment Plan Loan Policy which identifies the person(s) authorized to administer the loan program and specifies the procedure for loan applications, the basis on which loans are approved or denied for the events of hardship described above, limitations on the types and amount of loans, the procedure for determining a reasonable rate of interest, the types of collateral which may secure a loan, and events constituting a loan default. A copy of the Loan Policy may be obtained by contacting the Plan Administrator. The Loan Policy may be modified or amended from time to time, and the Plan Administrator may establish other rules relating to loans. Each loan, however, is subject to the following principal conditions: (1) Effective January 1, 2018, loans will only be permitted in the event of hardship as described above in Section D. Hardship Withdrawals; provided, however, prior to January 1, 2018, loans are permitted for any reason;

15 (2) The term of the loan may not exceed 5 years (10 years in the case of a loan used for the purchase of your principal residence); (3) The loan must bear a reasonable rate of interest; (4) The loan must be evidenced by a promissory note, secured by your account, which is repaid in level payments through payroll deduction over the term of the loan; and (5) The amount of the loan (when added to the outstanding balance of loans under the Plan and any other qualified retirement plans maintained by the Company or an affiliate) may not exceed the lesser of: (i) $50,000, reduced by the excess (if any) of: (A) (B) the highest outstanding balance of loans from such plans during the one-year period ending on the day before the date on which the loan is made, over the outstanding balance of loans from such plans on the date on which the loan is made; or (ii) 50% of the vested portion of your account. (6) Only one loan may be outstanding at any time. (7) If you are on a leave of absence, your loan must continue to be repaid. If you are on a qualified military leave of absence, your loan repayments may be suspended. These rules are described in the Loan Policy. A copy of the Loan Policy may be obtained by contacting the Plan Administrator. To the extent that your loan is unpaid at the time of distribution from your account, the unpaid loan amount will be deducted from the distributable amount. G. Assignment or Encumbrance of Benefits Except in the case of federal tax liens against you, a court order granted under certain domestic relations laws and certain judgments and settlements relating to crimes or violations concerning the Plan, your interest in the Plan may not be sold, transferred, assigned, pledged, garnished or encumbered in any way, and any attempt to do so is void. Your interest may be assigned in whole or in part to your spouse (or certain qualified "alternate payees") pursuant to a divorce or dissolution. In order for an attempted assignment to be valid, the order making the assignment must constitute a "qualified domestic relations order." The requirements of a qualified domestic relations order are quite complex. If you are contemplating a division of plan benefits pursuant to a divorce or dissolution, you should take care that the order you develop meets all of the qualification requirements. If it does not, the Plan Administrator cannot and will not honor the order. You can obtain, without charge, a copy of the Plan's procedures for qualifying domestic relations orders from the Plan Administrator

16 IX. FORFEITURES AND REINSTATEMENT If your employment terminates and you are not (and do not become) fully vested in the value of your Matching Contributions Account, you may elect to receive a distribution of the vested portion of that account and the remainder will be treated as a forfeiture. If you forfeit a portion of your Matching Contributions Account and are later reemployed by an Employer, or any nonparticipating affiliate of the Company, prior to incurring 5 consecutive one-year periods of severance, the portion forfeited will be restored if you repay to the Plan the full amount of the distribution. A "one-year period of severance" means 12 consecutive months, beginning on the date you incur a severance from service and ending on the anniversary of that date, during which you do not perform an hour of service for any Employer or nonparticipating affiliate of the Company. Forfeitures may be used to reduce future Matching Contributions or to offset the reasonable cost of the administration of the Plan. X. PROCEDURE FOR DESIGNATING A BENEFICIARY If you are married, your beneficiary is automatically your surviving spouse unless your spouse consents in writing to the designation of another beneficiary or beneficiaries. Such written approval must be witnessed by a representative of the Plan or a notary public. If you are not married, or you are married and have received spousal consent, you may designate the beneficiary or beneficiaries to receive your vested interest in the Plan in the event of death. The beneficiary or beneficiaries may be changed by you during your lifetime. If you are unmarried and fail to designate a beneficiary or if all designated beneficiaries predecease or die simultaneously with you, distribution will be made to your estate. To request a form in order to change your beneficiary any time, you may call or log on to XI. TAX EFFECTS OF PARTICIPATION IN THE PLAN A. Contributions and Earnings For purposes of calculating federal income taxes, you may exclude from your taxable income Before-Tax Contributions other than a Designated Roth Contribution, and Catch-Up Contributions made by you in the year in which such contributions are made, provided they are not refunded to you as a result of the limits previously discussed. Employer Matching Contributions and earnings allocated to your account will have no effect on your federal tax liability until you receive a distribution from the Plan. Any Designated Roth Contribution is included in income in the year it is contributed, but earnings on the Designated Roth Contribution are not included in taxable income. B. Distributions Generally, you must include any Plan distribution in your taxable income in the year in which you receive the distribution. The tax treatment may also depend on your age when you receive the distribution. In addition, the distribution may be subject to an additional 10% tax if it was not made as a result of (1) death, (2) disability, (3) separation from service after age 55, or (4) an in-service distribution after age 59½. You will not be taxed on your Designated Roth Contributions nor the income attributable to those contributions when they are distributed from

17 the Plan subject to the applicable holding period. You will not be taxed on your After-Tax Contributions (Designated Roth Contributions) when they are distributed from the Plan, but you may be taxed on the income attributable to those contributions, depending on if the payment is a qualified distribution as determined under applicable income tax laws. You may transfer all or part of the distribution from the Plan to another eligible retirement plan or to a traditional IRA within 60 calendar days after you receive the distribution. The transferred portion of the distribution is then not taxable until it is distributed from the IRA or eligible retirement plan. In addition, most distributions will be subject to mandatory federal income tax withholding at a rate of 20%. This will reduce the amount you actually receive. For this reason, if you wish to roll over all or substantially all of your vested account, the direct transfer option described in the following paragraph may be the better choice. You may also transfer all or part of the distribution from the Plan to a Roth IRA within 60 calendar days after you receive the distribution. However, the transferred portion of the distribution may be taxable depending on whether it is a distribution of a Designated Roth Contribution that is a qualified distribution. For most distributions, you may request that a direct transfer (sometimes referred to as a direct rollover) of all or a portion of a distribution be made either to an IRA or to another eligible retirement plan willing to accept the transfer. Note that Designated Roth Contributions may not be rolled over to another employer s qualified retirement plan. A direct transfer may result in no tax being due until you withdraw funds from the IRA or other eligible retirement plan. As indicated above, if you elect to actually receive the distribution rather than request a direct transfer, then in most cases 20% of the distribution amount will be withheld for federal income tax purposes. If you do not do a direct rollover of Designated Roth Contributions and the payment is not a qualified distribution, there may also be a requirement to withhold 20% of the distribution amount for federal income tax purposes. Your surviving spouse or an individual who is your designated beneficiary may elect to have any portion of an eligible distribution paid directly to an IRA willing to accept the transfer. Whenever you receive a distribution, the Plan Administrator will deliver to you a more detailed explanation of these tax consequences. However, the rules that determine whether you qualify for favorable tax treatment are very complex. You should consult with a qualified tax or financial advisor before receiving any distribution. C. Individual Retirement Account Deductions As a result of the Economic Growth and Tax Relief Reconciliation Act of 2001, if you are an "active participant" in the Plan, you cannot make a fully deductible contribution to an IRA unless your adjusted gross income is below a specified amount. You should consult your tax professional to determine if you are eligible to make a deductible IRA contribution

18 XII. PROCEDURE FOR MAKING A CLAIM FOR BENEFITS AND APPEALS PROCESS FOR DENIED CLAIMS You or your beneficiaries (or a duly authorized representative of you or of your beneficiaries) may make a claim for benefits under the Plan by calling or logging on to This includes a claim in the event of retirement, total disability, death or other termination of employment. If a claim for benefits is denied, either in whole or in part, you will be furnished a written notice of the denial together with an explanation of the specific reason or reasons why the claim was denied, reference to the specific Plan provisions on which the determination is based, the steps which can be taken to perfect the claim (including an explanation of why such material or information is necessary), and a description of the Plan's review procedures and applicable time limits. This notice must be given within a reasonable time not to exceed 90 days, unless special circumstances require an extension. If an extension is required, the Plan Administrator will furnish notice of the extension to you prior to the expiration of the initial 90-day period. If, however, the claim is for disability benefits and disability is determined by a physician chosen by the Plan Administrator, you must be notified of an adverse determination no later than 45 days after receipt of your claim. This period may be extended for up to 60 days, in 30-day increments. The Plan Administrator must inform you of the reason for any extension, the standards on which entitlement to benefits is based, the unresolved issues that prevent a decision and the additional information needed to resolve those issues, and you will have at least 45 days to provide the specified information. You may request a review of a denied claim within 60 days of receipt of the written notice that the claim was denied (180 days in the case of a claim for disability, if disability is determined by a physician chosen by the Plan Administrator) by making written application for review to the Plan Administrator. You also may review the pertinent documents relating to the denial, submit comments in writing and be represented by counsel at your own expense. A decision regarding your request for review must be made by the Plan Administrator within 60 days after receipt of the request, unless special circumstances exist, but in no event later than 120 days after receipt of the request. These time periods are 45 and 90 days, respectively, if the claim relates to disability benefits. In addition, if your claim is for disability benefits, then the claim will be reviewed without deference to the initial adverse benefit determination and the review will be conducted by another fiduciary of the Plan who is neither the individual who made the initial determination nor the subordinate of that individual. To the extent the determination is based on a medical judgment, the fiduciary will consult with one or more health care professionals who were neither consulted in connection with the initial determination nor the subordinate of any such individual. The Plan Administrator will provide you with written notification of the Plan's benefit determination on review. In the case of an adverse determination, the notice will specify the reasons for the determination, the references to the specific Plan provisions on which the determination is based, a statement that you are entitled to receive, upon request and free of charge, access to and copies of all documents and other information relevant to your claim, a

19 statement of your right to bring an action under Section 502(a) of ERISA and, in the case of disability benefits, if a specific protocol or medical judgment was relied upon in making the adverse determination, either the specific protocol or an explanation of medical judgment, or a statement that a copy of the protocol or judgment will be provided to you upon request. If you have a claim for benefits that is denied, in whole or in part, you may file suit in a state or federal court. However, you may do so only after the Plan Administrator makes a final determination to deny your claim, and you must do so within one year of the date you are notified of the final determination or you lose any rights to bring such an action. XIII. NOTICES AND CORRESPONDENCE You should direct all requests for forms and information to by calling or logging on to All notices and other correspondence to the Plan Administrator should be sent to the attention of Chiquita/Fresh Express Savings and Investment Plan Administrator, Chiquita Brands International, Inc., DCOTA Office Center, 1855 Griffin Road, Suite C-436, Ft. Lauderdale, Florida , telephone (954) XIV. AMENDMENT AND TERMINATION OF PLAN Although the Plan has no termination date and may continue indefinitely, the Plan may be amended, modified or terminated at any time by a written amendment of the Board of Directors of the Company or by a written amendment authorized by the Committee and signed by an officer of the Company. Any amendment, modification or termination may be made without the consent of any other Employer. Further, with the consent of the Company, any Employer may withdraw from the Plan. In the event an Employer terminates its participation in the Plan, the Plan will be terminated with respect to that Employer. No Plan amendment, however, may operate directly or indirectly to give any Employer any interest in the Plan's assets, to permit those assets to be used for purposes other than the exclusive benefit of Participants or to deprive any Participant of his or her vested interest in the Plan at that time. If the Plan is terminated, any unvested amounts in your Matching Contributions Account will become fully vested. The Company may direct (a) that benefits be distributed in one lump sum payment after the Internal Revenue Service determines that the termination does not adversely affect the Plan's qualification or (b) that the trust continue and benefits be distributed at the same time and in the same manner as if the Plan had not terminated (but without any additional contributions). If an Employer commences, or has commenced against it, any proceeding in bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law, or the Employer applies for the appointment of a trustee or receiver of the Employer, or of any substantial part of the assets of the Employer, the Plan shall continue to operate with respect to that Employer unless the Employer elects to withdraw from the Plan, or if the Employer is the Company, if the Company terminates the Plan. The merger, consolidation or reorganization of an Employer, or the sale of it or all or substantially all of its assets, will not terminate the Plan if there is delivery to that Employer by the Employer's successor, or by the purchaser of all or

20 substantially all of the Employer's assets, of a written instrument requesting that the successor or purchaser be substituted for the Employer and agreeing to perform all the provisions hereof which the Employer is required to perform. Upon the receipt of this instrument, with the approval of the Company, the successor or the purchaser will be substituted for the Employer, and the Employer will be released from any obligations imposed upon it. XV. TOP HEAVY RULES Federal tax laws require that, in the event the Plan should become "top heavy" (which occurs if the sum of the account balances of key employees (as defined in the Plan) for any Plan Year exceeds 60% of all account balances), 100% vesting must occur after 3 years of service and a minimum contribution must be made to the Plan equal to the lesser of 3% of compensation or the highest percentage contributed for key employees. These rules are very complex. It is unlikely the Plan will become top heavy. XVI. RIGHTS UNDER ERISA The terms of the Plan are designed to comply with ERISA. The Plan is subject to many of the provisions of Title I and II of ERISA, including those dealing with reporting, disclosure, participation, vesting and fiduciary responsibilities. As a "defined contribution" "individual account" plan, the Plan is not subject to the minimum funding provisions of Title I and Title II of ERISA or the plan termination insurance provisions of Title IV of ERISA. Therefore, the Plan benefits are not insured by the Pension Benefit Guaranty Corporation. Neither the Company, its officers, employees or members of the Board of Directors, nor the Trustee or any other Plan fiduciary, may guarantee in any manner the payment of benefits under the Plan, or warrant or represent that the market value of any securities held in the investment funds under the Plan will increase or will not decrease. As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that you are entitled to: (1) Examine, without charge, at the Plan Administrator's office and at other specified locations, all Plan documents, including copies of all documents filed by the Plan with the U. S. Department of Labor, such as detailed annual reports and Plan descriptions. (2) Obtain copies of all Plan documents and other Plan information on written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for copies. (3) Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report. (4) Obtain a statement once a year setting forth the value of your accounts under the Plan and whether you are vested in any portion of Employer Matching Contributions