Wendy's Co - Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.3 to Triarcs Current Report on Form 8-K filed on January 4, 2008 (SEC file no. 001-02207).**
EXECUTION
COPY
Triarc
Companies, Inc.
280
Park
Avenue
New
York,
NY 10017
As
of
December 28, 2007
Mr.
Peter
W. May
Trian
Fund Management, L.P.
280
Park
Avenue
New
York,
NY 10017
Re:
Amendment to Separation Letter
Mr.
May:
Reference
is made to the letter
agreement, dated as of April 30, 2007, between you and Triarc Companies, Inc.
(the “Company” or “Triarc”) (the “Agreement”). Unless otherwise defined herein,
capitalized terms shall have the meaning set forth in the
Agreement.
In
light of the fact that Section (2)
of the Agreement accommodated the Company by not requiring that the Company
deposit into the rabbi trust the full amount set forth in sub-clause (x) of
Section (2) of the Agreement (the “Full Amount” and the difference between the
Full Amount and the Lump Sum Payment is referred to as the “Funding
Differential”), and that as a result the assets to be transferred to you on the
Payment Date do not reflect a return on the Funding Differential during the
period from the Termination Date through to the Payment Date (the “Covered
Period”), the Company shall pay to you, within five (5) business days of the
date of this letter, an amount equal to $548,376.03, representing the
product of (x) the Funding Differential (less the amount of required Medicare
taxes paid by the Company in respect of the Full Amount) and (y) an interest
rate of ten percent (10%), per annum, adjusted for the Covered
Period.
Except
as otherwise provided for
herein, the terms of the Agreement shall remain in full force and effect in
accordance with its terms. This letter may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
Sincerely,
Triarc
Companies, Inc.
By:
/s/ DAVID
E. SCHWAB
II
Name: David E. Schwab II
Title: Director
Accepted
and Agreed to:
/s/
PETER W.
MAY