EXHIBIT 10.1
AMENDMENT NO. 1 TO LETTER AGREEMENT
Amendment No. 1, dated as of January 29, 2007 (the "Amendment"), to
the letter agreement dated as of April 28, 2006 (the "Agreement"), between
Triarc Companies, Inc. ("Triarc") and Xxxxxxx X. XxXxxxxx (the "Employee").
WHEREAS, the Employee and Triarc, in connection with certain 2006
year-end tax planning measures undertaken by and for the benefit of Triarc,
reached an agreement with respect to the voluntary exercise by the Employee of
certain options previously granted to the Employee, and the grant to the
Employee of certain additional options to replace option shares used to satisfy
the exercise price and tax withholding payments associated with such voluntary
option exercise;
WHEREAS in connection with such year-end tax planning, the Employee
and Triarc entered into an agreement, dated as of December 21, 2006, whereby the
Employee agreed to forego a limited amount of possible future payments from
Triarc if necessary to eliminate Triarc's obligation to make certain tax
indemnification payments to the Employee under the Agreement; and
WHEREAS, in connection with the aforementioned arrangements, Triarc
and the Employee desire to amend the Agreement to increase the coverage of the
tax indemnification provision.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises contained herein and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Triarc and the Employee hereby agree to amend the Agreement as follows:
a. Section 9(h) of the Agreement is hereby amended by replacing
therein the dollar amount of "$1,000,000" with the dollar amount
of "$1,500,000."
2. Except as amended above, the provisions of the Agreement are hereby
confirmed and shall remain in full force and effect.
3. This Amendment 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 Amendment 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 executed this
Amendment 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/XXXXXXX X. XXXXXXXX
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Xxxxxxx X. XxXxxxxx
