EXHIBIT 10.5
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AMENDED AND RESTATED
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amended and Restated Amendment No. 1, is entered into as of April
30, 2007, to the Employment Agreement dated as of February 24, 2000 (the
"Agreement"), as amended by Amendment No. 1 dated as of December 18, 2006 (the
"December Amendment"), between Triarc Companies, Inc. ("Triarc") and Xxxxx X.
Xxxxxx (the "Employee").
The parties hereto wish to amend and restate the December Amendment as
follows:
1. Triarc and the Employee hereby agree to amend the Agreement as
follows:
a). Clause (i) in the second paragraph of Section 4.1 and
Clause (b) of Section 4.6(A) of the Agreement are each hereby amended in their
entirety to read as follows: "(i) Employee's then current Salary for two and
one-half (2-1/2) years from the date of termination and".
b). Section 4.3 (d) 3(a) of the Agreement is hereby amended
by adding the word "annual" after the word "equal" appearing therein.
c). The definition of "Good Reason" set forth in Section
4.6(B) of the Agreement is hereby amended by deleting the word "or" at the end
of clause (ii), adding the word "or" at the end of clause (iii) and adding the
following new clause (iv): "(iv) any meaningful diminution of your duties or
authority from such duties or authority held by you on the date hereof without
your prior consent."
2. Except as amended above, the provisions of the Agreement are
hereby confirmed and shall remain in full force and effect.
3. This Amended and Restated Amendment No. 1 shall be governed by
and administered in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such State.
4. This Amended and Restated Amendment No. 1 shall be binding upon
and inure to the benefit of the parties hereto and their successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have each caused this Amended
and Restated Amendment No. 1 as of the date first above written.
TRIARC COMPANIES, INC.
By: /s/ Xxxxx X. May
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Name: Xxxxx X. May
Title: President and Chief Operating Officer
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
