Exhibit 10.1
 
 
                       EMPLOYMENT AGREEMENT
 
 
      This  EMPLOYMENT  AGREEMENT  is made  as of May 1,  1999  (the  "Effective
Date"),  by and between  TRIARC  COMPANIES,  INC., a Delaware  corporation  (the
"Corporation"), and Nelson Peltz (the "Executive").
 
      The  Corporation,  on  behalf of itself  and its  shareholders,  wishes to
continue to retain the  Executive as an integral  part of the  management of the
Corporation.
 
      IT IS, THEREFORE, AGREED:
 
      1.  Term  of  Agreement.  This  Agreement  shall  be  effective  as of the
Effective  Date and,  subject  to  Section  6,  expire  on April  30,  2004 (the
"Employment Period"); provided that the Employment Period shall automatically be
extended for successive one-year periods on May 1 of each year unless, not later
than 180 days preceding the date of any such  extension,  either party gives the
other party written  notice (in  accordance  with Section 12(b)) of such party's
intention not to further extend the Employment Period.
 
      2.    Change of Control.  For the purpose of this Agreement, a
"Change of Control" shall be deemed to have taken place if:
 
            A.    Individuals who, on the date hereof, constitute the Board
                  of Directors (the "Board") of the Corporation (the
                  "Incumbent Directors") cease for any reason to constitute
                  at least a majority of the Board, provided that any person
                  becoming a director subsequent to the date hereof, whose
                  election or nomination for election was approved by a
                  vote of at least two-thirds of the Incumbent Directors then
                  on the Board (either by a specific vote or by approval of
                  the proxy statement of the Corporation in which such
                  person is named as a nominee for director, without written
                  objection to such nomination) shall be an Incumbent
                  Director; provided, however, that no individual initially
                  elected or nominated as a director of the Corporation as a
                  result of an actual or threatened election contest with
                  respect to directors or as a result of any other actual or
                  threatened solicitation of proxies or consents by or on
                  behalf of any person other than the Board shall be deemed
                  to be an Incumbent Director;
 
 
<PAGE>
 
 
 
            B.    Any "Person" (as such term is defined in Section 3(a)(9)
                  of the Securities Exchange Act of 1934 (the "Exchange
                  Act") and as used in Sections 13(d)(3) and 14(d)(2) of the
                  Exchange Act) is or becomes a "beneficial owner" (as
                  defined in Rule 13d-3 under the Exchange Act), directly
                  or indirectly, of securities of the Corporation representing
                  50% or more of the combined voting power of the
                  Corporation's then outstanding securities eligible to vote
                  for the election of the Board (the "Voting Securities");
                  provided, however, that the event described in this
                  paragraph B. shall not be deemed to be a Change in
                  Control by virtue of any of the following acquisitions: (i)
                  by the Corporation or any subsidiary of the Corporation in
                  which the Corporation owns more than 50% of the
                  combined voting power of such entity (a "Subsidiary"),
                  (ii) by any employee benefit plan (or related trust)
                  sponsored or maintained by the Corporation or any
                  Subsidiary, (iii) by any underwriter temporarily holding
                  the Corporation's Voting Securities pursuant to a public
                  offering of such Voting Securities, (iv) pursuant to a Non-
                  Qualifying Transaction (as defined in paragraph C
                  immediately below), (v) pursuant to any acquisition by
                  Executive or by any Person which is an "affiliate" (within
                  the meaning of 17 C.F.R.ss.230.405) of Executive, or (vi)
                  pursuant to any acquisition by any Person as to which
                  Executive and Peter May, acting as a "group" (within the
                  meaning of Section 14(d)(2) of the Exchange Act), are
                  affiliates (an "Excluded Person");
 
            C.    The consummation of a merger, consolidation, statutory
                  share exchange or similar form of corporate transaction
                  involving the Corporation or any of its Subsidiaries that
                  requires the approval of the Corporation's stockholders,
                  whether for such transaction or the issuance of securities
                  in the transaction (a "Business Combination"), unless
                  immediately following such Business Combination:  (i)
                  more than 50% of the total voting power of (A) the
                  corporation resulting from such Business Combination
                  (the "Surviving Corporation"), or (B) if applicable, the
                  ultimate parent corporation that directly or indirectly has
                  beneficial ownership of 100% of the voting securities
                  eligible to elect directors of the Surviving Corporation
                  (the "Parent Corporation"), is represented by the
                  Corporation's Voting Securities that were outstanding
                  immediately prior to such Business Combination (or, if
 
 
<PAGE>
 
 
 
                  applicable,   is   represented   by  shares   into  which  the
                  Corporation's  Voting  Securities  were converted  pursuant to
                  such  Business  Combination),  and such voting power among the
                  holders thereof is in substantially the same proportion as the
                  voting power of the Corporation's  Voting Securities among the
                  holders thereof immediately prior to the Business Combination,
                  (ii) no Person  (other than (A) any employee  benefit plan (or
                  related  trust)  sponsored  or  maintained  by  the  Surviving
                  Corporation  or the  Parent  Corporation  or  (B) an  Excluded
                  Person)  is or  becomes  the  beneficial  owner,  directly  or
                  indirectly,  of 50% or more of the total  voting  power of the
                  outstanding  voting securities  eligible to elect directors of
                  the Parent Corporation (or, if there is no Parent Corporation,
                  the  Surviving  Corporation)  and (iii) at least a majority of
                  the  members  of  the  board  of   directors   of  the  Parent
                  Corporation  (or,  if  there  is no  Parent  Corporation,  the
                  Surviving  Corporation)  following  the  consummation  of  the
                  Business  Combination were Incumbent  Directors at the time of
                  the Board's approval of the execution of the initial agreement
                  providing   for  such  Business   Combination   (any  Business
                  Combination  which satisfies all of the criteria  specified in
                  (i),   (ii)  and  (iii)   above   shall  be  deemed  to  be  a
                  "Non-Qualifying Transaction");
 
            D.    A sale of all or substantially all of the Corporation's
                  assets, other than to an Excluded Person;
 
            E.    The stockholders of the Corporation approve a plan of
                  complete liquidation or dissolution of the Corporation; or
 
            F.    Such other events as the Board may designate.
 
      Notwithstanding  the  foregoing,  a Change in Control of the Company shall
not be deemed to occur solely because any person acquires  beneficial  ownership
of more  than 50% of the  Corporation's  Voting  Securities  as a result  of the
acquisition of the  Corporation's  Voting  Securities by the  Corporation  which
reduces the number of the Corporation's Voting Securities outstanding; provided,
that if after such  acquisition  by the  Corporation  such  person  becomes  the
beneficial owner of additional  Corporation Voting Securities that increases the
percentage of outstanding  Corporation  Voting Securities  beneficially owned by
such person, a Change in Control of the Corporation shall then occur.
 
      3.    Employment Period.  The Corporation hereby agrees to continue
Executive in its employ for the Employment Period.
 
 
<PAGE>
 
 
 
 
 
      4.    Position and Duties.
 
            A.    As of the date hereof, Executive is employed as Chairman
                  and Chief Executive Officer of the Corporation, and as
                  such Executive is responsible for oversight and
                  management of all operations and activities of the
                  Corporation.  Executive shall report to the Board.  During
                  the Employment Period, Executive's position (including
                  status, offices, titles and reporting requirements),
                  authority, duties and responsibilities shall be consistent
                  with those of the Chairman and Chief Executive Officer of
                  a publicly traded corporation.  Executive's services shall
                  be performed primarily at the executive offices of the
                  Corporation located in New York City, subject to
                  reasonable travel requirements.
 
            B.    Excluding periods of vacation, sick leave and disability to
                  which Executive is entitled, Executive agrees to devote
                  reasonable attention and time during normal business
                  hours to the business and affairs of the Corporation and,
                  to the extent necessary to discharge the responsibilities
                  assigned to Executive hereunder, to use Executive's
                  reasonable best efforts to perform faithfully and efficiently
                  such responsibilities.  Executive may (i) serve on
                  corporate, civic, educational, philanthropic or charitable
                  boards or committees, (ii) deliver lectures, fulfill speaking
                  engagements or teach at educational institutions and (iii)
                  manage personal investments, so long as such activities do
                  not significantly interfere with the performance of
                  Executive's responsibilities hereunder.  It is expressly
                  understood and agreed that to the extent that any such
                  activities have been conducted by Executive prior to a
                  Change in Control, the continued conduct of such
                  activities (or the conduct of activities similar in nature and
                  scope thereto) subsequent to the Change in Control shall
                  not thereafter be deemed to interfere with the performance
                  of Executive's responsibilities to the Corporation.
 
 
 
 
 
 
 
 
<PAGE>
 
 
 
      5.    Compensation.
 
            A.    Base Salary.  During the Employment Period, as
                  consideration for services rendered, the Corporation shall
                  pay to Executive a base salary at an annual rate at equal to
                  $1,400,000 for each year of the Employment Period, as
                  adjusted as described in the following sentence ("Base
                  Salary"), payable in accordance with the regular pay
                  policy of the Corporation.  During the Employment
                  Period, Base Salary may be increased, but not decreased,
                  at the discretion of the Board or the Compensation
                  Committee thereof.  Any increase in Base Salary shall not
                  serve to limit or reduce any other obligation to Executive
                  under this Agreement.  Executive's Base Salary may not
                  be reduced after any such increase.
 
            B.    Bonus and Incentive Programs.  Executive shall (without
                  duplication) receive an annual bonus in respect of each
                  fiscal year of the Corporation (a "Fiscal Year") ending
                  during the Employment Period, at least equal to the bonus
                  amount actually earned by Executive for such fiscal year
                  under the Corporation's 1999 Executive Bonus Plan, as it
                  may hereinafter be amended, modified or superseded or
                  supplemented by another bonus plan sponsored by the
                  Corporation or any affiliated company; provided that the
                  Board (including the Compensation Committee thereof)
                  may award Executive additional bonus amounts in its
                  discretion (the aggregate of such bonus amounts being
                  referred to hereunder as the "Bonus").  In addition to the
                  Base Salary and Bonus payable as hereinabove provided,
                  Executive shall be entitled to participate during the
                  Employment Period in all incentive programs (whether
                  cash or equity based, or otherwise), savings, pension,
                  profit sharing and retirement plans and programs
                  applicable to other key executives of the Corporation.  In
                  no event shall such plans and programs, in the aggregate,
                  provide Executive following a Change in Control with
                  compensation, benefits and reward opportunities less
                  favorable than the most favorable of those provided by the
                  Corporation and its subsidiaries for Executive under such
                  plans and programs as in effect at any time during the
                  ninety-day period immediately preceding the Change in
                  Control or, if more favorable to Executive, as provided at
                  any time thereafter with respect to any other key
                  executive.
 
 
<PAGE>
 
 
 
            C.    Welfare Benefit Plans.  During the Employment Period,
                  Executive and/or Executive's family, as the case may be,
                  shall be eligible for participation in and shall receive all
                  benefits under each welfare benefit plan of the
                  Corporation, including, without limitation, all medical,
                  prescription, dental, disability, salary continuance, life,
                  accidental death and travel accident insurance plan and
                  programs of the Corporation and its affiliated companies.
                  In no event shall such plans and programs, in the
                  aggregate, provide Executive following a Change in
                  Control with benefits less favorable than the most
                  favorable of those provided by the Corporation and its
                  affiliated companies for Executive under such plans and
                  programs as in effect at any time during the ninety-day
                  period immediately preceding the Change in Control or, if
                  more favorable to Executive, as provided at any time
                  thereafter with respect to any other key executive.
 
            D.    Expenses.  During the Employment Period, Executive
                  shall be entitled to receive prompt reimbursement for all
                  reasonable expenses incurred by Executive in the
                  performance of his duties hereunder, subject to the
                  submission of such written documentation as the
                  Corporation may reasonably require in accordance with its
                  standard expense reimbursement practices and policies.
 
            E.    Office and Support Staff.  During the Employment Period,
                  Executive shall be entitled to an office and secretarial and
                  other assistance consistent with his position.  For five
                  years following a Change in Control, Executive shall be
                  entitled to an office or offices of a size and with
                  furnishings and other appointments, and to secretarial and
                  other assistance, at least equal to those provided to
                  Executive at any time during the ninety-day period
                  immediately preceding the Change in Control, or, if more
                  favorable to Executive, as provided at any time thereafter
                  with respect to any other key executive.
 
            F.    Vacation.  During the Employment Period, Executive
                  shall be entitled to six weeks per year of paid vacation.
 
 
 
 
 
 
<PAGE>
 
 
 
            G.    Perquisites.  During the Employment Period, Executive
                  shall be entitled to (i) be provided a driver of Executive's
                  choice, at the Corporation's cost, (ii) have a new automobile
                  of Executive's choice provided to him by the Corporation at
                  the Corporation's cost (and to have such automobile
                  replaced with a new one once it is three years old), and be
                  provided reimbursement for expenses incurred by Executive
                  in maintaining such automobile, including parking, gasoline,
                  insurance and maintenance, (iii) reimbursement for tax,
                  estate, financial planning and accounting services from
                  entities or individuals selected by Executive, up to a
                  maximum of $50,000 per year, and (iv) the use of aircraft
                  owned, rented or leased by the Corporation.  The
                  Corporation shall report the taxable portion of the above in
                  accordance with applicable rules and regulations of the
                  Internal Revenue Service.  The Corporation acknowledges
                  that it is making available the use of Corporation aircraft
                  pursuant to clause (iv) above primarily to ensure the safety
                  and security of Executive for the benefit of the Corporation,
                  and the Corporation encourages Executive to use such
                  aircraft when he travels, irrespective of whether such travel
                  is primarily for personal or business purposes.
 
            H.    Life Insurance.  The Executive will cooperate in assisting the
                  Corporation  in obtaining a key man life  insurance  policy on
                  the life of Executive, the beneficiary of which shall be named
                  by  the  Corporation,   including   completing  all  necessary
                  application  materials and  submitting to one or more physical
                  examinations with a physician of the Corporation's choice.
 
      6.    Termination.  This Agreement shall terminate under the following
circumstances:
 
            A.    Death or Disability.  This Agreement and the Employment
                  Period shall terminate automatically upon Executive's death.
                  The Corporation may terminate this Agreement, after having
                  established Executive's Disability (pursuant to the definition
                  of "Disability" set forth below), by giving to Executive
                  written notice of its intention to terminate Executive's
                  employment.  In such a case, Executive's employment with
                  the Corporation shall terminate effective on the 180th day
                  after receipt of such notice (the "Disability Effective
                  Date"), provided that, within 180 days after such receipt,
                  Executive shall not have returned to full performance of
                  Executive's
 
 
<PAGE>
 
 
 
                  duties.  For purposes of this  Agreement,  "Disability"  means
                  personal  injury,  illness  or other  cause  which,  after the
                  expiration  of not less than 180 days after its  commencement,
                  renders   Executive   unable  to  perform   his  duties   with
                  substantially  the same level of quality as immediately  prior
                  to such incident and such disability is determined to be total
                  and permanent by a physician  selected by the  Corporation  or
                  its insurers and acceptable to Executive or Executive's  legal
                  representative  (such agreement as to acceptability  not to be
                  withheld unreasonably).
 
            B.    With or Without Cause.  The Corporation may terminate
                  Executive's employment with or without "Cause."  The
                  Employment Period shall immediately end upon a
                  termination by the Corporation with Cause.  For purposes of
                  this Agreement, "Cause" means (i) the willful and continued
                  failure of Executive to perform substantially his duties with
                  the Corporation (other than any such failure resulting from
                  Executive's incapacity due to physical or mental illness or
                  any such failure subsequent to Executive being delivered a
                  Notice of Termination without Cause by the Corporation or
                  delivering a Notice of Termination for Good Reason to the
                  Corporation) after a written demand for substantial
                  performance is delivered to Executive by the Board which
                  specifically identifies the manner in which the Board
                  believes that Executive has not substantially performed
                  Executive's duties and Executive has failed to cure such
                  failure to the reasonable satisfaction of the Board, (ii) the
                  willful engaging by Executive in gross misconduct which
                  results in substantial damage to the Corporation or its
                  affiliates, or (iii) Executive's conviction (by a court of
                  competent jurisdiction, not subject to further appeal) of, or
                  pleading guilty to, a felony.  For purpose of this paragraph
                  B, no act or failure to act by Executive shall be considered
                  "willful" unless done or omitted to be done by Executive in
                  bad faith and without reasonable belief that Executive's
                  action or omission was in the best interests of the
                  Corporation or its affiliates.  Any act, or failure to act,
                  based upon authority given pursuant to a resolution duly
                  adopted by the Board or based upon the advice of counsel
                  for the Corporation shall be conclusively presumed to be
                  done, or omitted to be done, by Executive in good faith and
                  in the best interests of the Corporation.  Cause shall not
                  exist unless and until the Corporation has delivered to
                  Executive, along with the Notice of Termination for Cause,
 
 
<PAGE>
 
 
 
                  a copy of a resolution duly adopted by three-quarters (3/4) of
                  the entire Board (excluding  Executive if Executive is a Board
                  member)  at a meeting  of the Board  called  and held for such
                  purpose   (after   reasonable   notice  to  Executive  and  an
                  opportunity for Executive,  together with counsel, to be heard
                  before the Board),  finding that in the good faith  opinion of
                  the Board an event set forth in clauses  (i) - (iii) above has
                  occurred and specifying the particulars thereof in detail. The
                  Board must notify  Executive of any event  constituting  Cause
                  within ninety (90) days following the Board's knowledge of its
                  existence or such event shall not constitute  Cause under this
                  Agreement.
 
            C.    With or Without Good Reason.  Executive's employment
                  may be terminated by Executive with or without Good
                  Reason.  The Employment Period shall immediately end
                  upon a termination by Executive without Good Reason.
                  For purposes of this Agreement, "Good Reason" means:
 
                  (i)   (a) any change in the duties or responsibilities
                        (including reporting responsibilities) of Executive
                        that is inconsistent in any material and adverse
                        respect with Executive's position(s), duties,
                        responsibilities or status with the Corporation
                        immediately prior to the Effective Date (including
                        any material and adverse diminution of such duties
                        or responsibilities); provided, however, that Good
                        Reason shall not be deemed to occur upon a change
                        in duties or responsibilities (other than reporting
                        responsibilities) that is solely and directly a result
                        of the Corporation no longer being a publicly traded
                        entity and does not involve any other event set forth
                        in this paragraph C or (b) a material and adverse
                        change in Executive's titles or offices (including his
                        position as President and Chief Operating Officer)
                        with the Corporation;
 
                  (ii)  any failure by the Corporation to comply with any of
                        the provisions of Section 5 of this Agreement;
 
 
 
 
 
 
<PAGE>
 
 
 
                  (iii) the Corporation  requiring  Executive to be based at any
                        office or location  other than that described in Section
                        4.A.  hereof,  or  requiring  Executive to travel in the
                        performance of his duties significantly more extensively
                        than the customary  travel  requirements of Executive as
                        of the Effective Date;
 
                  (iv)  any  purported   termination   by  the   Corporation  of
                        Executive's  employment  otherwise  than as permitted by
                        this  Agreement,  it  being  understood  that  any  such
                        purported  termination  shall not be  effective  for any
                        purpose of this Agreement; or
 
                  (v)   any  failure  by the  Corporation  to  comply  with  and
                        satisfy  Section  11.C of this  Agreement by causing any
                        successor to the  Corporation  to  expressly  assume and
                        agree to perform this Agreement with  Executive,  to the
                        full extent set forth in said Section 11.C;
 
provided  that a  termination  by Executive  with Good Reason shall be effective
only if, within 30 days  following the delivery of a Notice of  Termination  for
Good Reason by Executive to the Corporation,  the Corporation has failed to cure
the circumstances  giving rise to Good Reason to the reasonable  satisfaction of
Executive.  For purposes of this Section 6.C, a good faith determination made by
Executive that a "Good Reason" for  termination  has occurred,  and has not been
adequately cured, shall be conclusive and binding. In addition to the above, any
termination by Executive for any reason on or after a Change of Control shall be
deemed to be a termination with Good Reason.
 
            D.    Expiration of the Employment Period.  This Agreement
                  shall terminate upon the expiration of the Employment
                  Period due to the Corporation's giving to Executive a
                  written notice of intention not to extend the Employment
                  Period in accordance with Section 1.
 
            E.    Notice of Termination.  Any termination by the Corporation
                  with or without Cause or by Executive with or without Good
                  Reason shall be communicated by Notice of Termination to
                  the other party hereto given in accordance with Section 12.B
                  of this Agreement.  For purposes of this Agreement, a
                  "Notice of Termination" means a written notice which (i)
                  indicates the specific termination provision in this Agreement
                  Agreement relied upon, (ii) sets forth in reasonable detail
                  facts and circumstances claimed to provide a basis for
                  termination of Executive's employment under the provision
 
 
<PAGE>
 
 
 
                  so indicated and (iii) if the  termination  date is other than
                  the date of  receipt of such  notice  specifies  the  proposed
                  termination date.
 
      7.    Obligations of the Corporation Upon Termination.
 
            A.    Death.  If Executive's employment is terminated by reason
                  of Executive's death, the Corporation shall:
 
                  a.    pay Executive's estate, in a lump sum in cash within
                        30 days after the date of death, the amounts
                        described in clauses a and d of Section 7.D.;
 
                  b.    pay Executive's estate the amounts described in
                        clauses b and c of Section 7.D. at the time or times
                        determined by the Corporation, but in no event less
                        rapidly than five substantially equal annual
                        installments beginning no later than 30 days after the
                        date of death;
 
                  c.    pay  Executive's  estate,  in a lump  sum in cash at the
                        time  Executive  would have been entitled to receive his
                        Bonus for the Fiscal Year in which his death  occurs,  a
                        pro-rata Bonus for such Fiscal Year equal to the product
                        of  X *  Y  (such  product  referred  to  below  as  the
                        "Pro-Rata Bonus"), where:
 
                        X =   the greatest of (a) the largest Bonus paid to
                              Executive in respect of the two Fiscal Years
                              preceding the date of termination; provided
                              that the Bonus paid to Executive in respect of
                              the 1999 Fiscal Year pursuant to the
                              Corporation's 1999 Executive Bonus Plan
                              shall be annualized for this purpose (the
                              "Look-Back Bonus"), (b) the Bonus which
                              would have been paid to Executive in respect
                              of the Fiscal Year in which termination
                              occurs if the Corporation attained its
                              budgeted financial performance, and
                              accomplished any other targeted goals, for
                              such year, as reasonably determined by the
                              Compensation Committee of the Board (the
                              "Target Bonus"), or (c) the Bonus which
                              would have been paid to Executive in respect
                              of the Fiscal Year in which termination
 
 
<PAGE>
 
 
 
                              occurs   based   on   the   Corporation's   actual
                              performance,  and  actual  accomplishment  of  any
                              other targeted goals, as reasonably  determined by
                              the  Compensation  Committee  of  the  Board  (the
                              "Actual  Bonus," and the  greatest of (a), (b) and
                              (c) the "Highest Bonus"); and
 
                        Y     =  the  number  of  days   elapsed  in  such  year
                              preceding the date of termination divided by 365;
 
                  d.    pay Executive's estate, within 30 days after the date
                        of death, the amount described in clause (iv) of the
                        first sentence of the second to last paragraph of
                        Section 7.D.;
 
                  e.    provide those death benefits to which Executive is
                        entitled at the date of Executive's death under any
                        death benefit plans, policies or arrangements of the
                        Corporation which, following a Change in Control,
                        shall be at least comparable to those in effect at any
                        time during the ninety-day period immediately
                        preceding the Change in Control or, if more
                        favorable to Executive and/or Executive's designees,
                        as in effect on the date of Executive's death with
                        respect to other key executives and their designees;
                        and
 
                  f.    provide to Executive's  family the welfare benefits,  or
                        payment in lieu of welfare benefits, described in clause
                        (iii) of the first sentence, and the second sentence, of
                        the second to last paragraph of Section 7.D.
 
                  In addition,  upon a  termination  of Executive in  accordance
                  with this Section 7.A:
 
                  g.    all non-vested stock options, and any other non-
                        vested stock or stock-based awards issued by the
                        Corporation or any subsidiary of the Corporation,
                        shall immediately become fully vested, non-
                        forfeitable and exercisable; provided that, in the case
                        of options or awards granted by Triarc Beverage
                        Holdings Corp. ("TBHC"), this clause g. shall not
 
 
<PAGE>
 
 
 
                        be  operative  unless and until such  vesting  would not
                        constitute  a default or an event of default,  or result
                        in a mandatory prepayment  requirement,  under the terms
                        of any agreement  for  indebtedness  for borrowed  money
                        (each, a "Financing Limitation"); and
 
                  h.    all Executive's stock options (A) granted on or after
                        February 24, 2000 by the Corporation or any of its
                        subsidiaries, or (B) granted by the Corporation
                        before February 24, 2000 (including those
                        previously vested) if the exercise price thereof is
                        greater than the closing price of the Corporation's
                        common stock on the New York Stock Exchange on
                        February 24, 2000, shall remain exercisable until the
                        earlier of (i) one year following termination or (ii)
                        their respective stated expiration dates; provided that
                        in the case of options or awards described in
                        subclause (A) of this clause h. which are granted by
                        TBHC, this clause h. shall be subject to any
                        applicable Financing Limitation.
 
            B.    Disability.  If Executive's employment is terminated by
                  reason of Executive's disability, the Corporation shall:
 
                  a.    pay Executive, in a lump sum in cash within 30 days
                        following the Disability Effective Date, the amounts
                        described in clauses a and d of Section 7.D.;
 
                  b.    pay Executive's estate the amounts described in
                        clauses b and c of Section 7.D. at the time or times
                        determined by the Corporation, but in no event less
                        rapidly than substantially equal annual installments
                        beginning no later than 30 days after the Disability
                        Effective Date;
 
                  c.    pay Executive the Pro-Rata  Bonus for the Fiscal Year in
                        which the Disability  Effective Date occurs,  to be paid
                        to Executive in a lump sum in cash at the time Executive
                        would have been  entitled  to receive his Bonus for such
                        Fiscal Year;
 
 
<PAGE>
 
 
 
                  d.    pay Executive, within 30 days after the Disability
                        Effective Date, the amount described in clause (iv)
                        of the first sentence of the second to last paragraph
                        of Section 7.D.;
 
                  e.    provide those disability benefits to which Executive
                        is entitled at the Disability Effective Date under any
                        disability benefit plans, policies or arrangements of
                        the Corporation which, following a Change in
                        Control, shall be at least comparable to those in
                        effect at any time during the ninety-day period
                        immediately preceding the Change in Control or, if
                        more favorable to Executive and/or Executive's
                        designees, as in effect on the Disability Effective
                        Date with respect to other key executives and their
                        designees; and
 
                  f.    provide to Executive and his family the benefits, or
                        payment in lieu of benefits, described in clause (iii)
                        of the first sentence, and the second sentence, of the
                        second to last paragraph of Section 7.D.
 
                  In addition,  upon a  termination  of Executive in  accordance
                  with this Section 7.B:
 
                  g.    all non-vested stock options, and any other non-
                        vested stock or stock-based awards issued by the
                        Corporation or any subsidiary of the Corporation,
                        shall immediately become fully vested, non-
                        forfeitable and exercisable; provided that, in the case
                        of options or awards granted by TBHC, this clause
                        g. shall be subject to any applicable Financing
                        Limitation; and
 
                  h.    all Executive's stock options (A) granted on or after
                        February 24, 2000 by the Corporation or any of its
                        subsidiaries, or (B) granted by the Corporation
                        before February 24, 2000 (including those
                        previously vested) if the exercise price thereof is
                        greater than the closing price of the Corporation's
                        common stock on the New York Stock Exchange on
                        February 24, 2000, shall remain exercisable until the
                        earlier of (i) one year following termination or (ii)
                        their respective stated expiration dates; provided that
                        in the case of options or awards described in
 
 
<PAGE>
 
 
 
                        subclause (A) of this clause h. which are granted by
                        TBHC, this clause h. shall be subject to any
                        applicable Financing Limitation.
 
            C.    Cause or Without Good Reason. If Executive's  employment shall
                  be terminated (i) by the  Corporation  with Cause,  or (ii) by
                  Executive  without  Good  Reason,  the  Corporation  shall pay
                  Executive his Base Salary through the date of termination  and
                  any  accrued   vacation   pay,   and  shall  have  no  further
                  obligations to Executive under this Agreement.
 
            D.    Without Cause or With Good Reason.  If Executive's  employment
                  shall be terminated (i) by the  Corporation  without Cause, or
                  (ii) by Executive with Good Reason,  the Corporation shall pay
                  to  Executive in a lump sum in cash within ten (10) days after
                  the  date  of  termination  the  aggregate  of  the  following
                  amounts:
 
                  a.    to the extent not theretofore paid, Executive's Base
                        Salary through the date of termination plus any
                        Bonus amounts which have become payable and any
                        accrued vacation pay;
 
                  b.    Executive's Base Salary for the remainder of the
                        Employment Period;
 
                  c.    five times the Highest Bonus; provided that, for this
                        purpose, the Highest Bonus shall be calculated using
                        only the Look-Back Bonus and the Target Bonus;
                        and
 
                  d.    five  times the sum of  employer  contributions  paid or
                        accrued  on  Executive's  behalf  to  any  qualified  or
                        nonqualified  defined   contribution   retirement  plans
                        during   the   calendar   year   immediately   preceding
                        termination.
 
                        In  addition,   upon  a  termination   of  Executive  in
                  accordance  with this Section 7.D, the  Corporation  shall (i)
                  pay Executive the Pro-Rata  Bonus for the Fiscal Year in which
                  the termination date occurs, to be paid to Executive in a lump
                  sum in cash at the time Executive  would have been entitled to
                  receive  his Bonus for such  Fiscal  Year,  (ii) if the Actual
                  Bonus  for the  Fiscal  Year in  which  the  termination  date
                  occurs, as calculated following the end of
 
 
<PAGE>
 
 
 
                  such Fiscal Year,  exceeds the Highest  Bonus as determined in
                  accordance  with clause c.  immediately  above,  pay Executive
                  five times the amount by which such Actual Bonus  exceeds such
                  Highest  Bonus  in a lump  sum in cash at the  time  Executive
                  would have been  entitled to receive his Bonus for such Fiscal
                  Year;  (iii) continue to provide welfare benefits to Executive
                  and his family for the remainder of the  Employment  Period at
                  least  equal to those  which  were being  provided  to them in
                  accordance  with Section 5.C at any time within the  six-month
                  period  ending  on the date of  termination  and  (iv)  credit
                  Executive with five additional  years of age and service under
                  each qualified and  nonqualified  defined benefit pension plan
                  of the Corporation in which Executive participates at the time
                  of  termination;  provided  that in the  case  of a  qualified
                  defined  benefit  pension  plan,  the  present  value  of  the
                  additional benefit Executive would have accrued if he had been
                  credited  with  such  additional  years  of  age  and  service
                  (computed using the actuarial assumptions used for purposes of
                  the most recent actuarial report in respect of such plan) will
                  be paid in a lump sum in cash  within  thirty  (30) days after
                  the date of termination;  further  provided that, in computing
                  such  additional  benefit,  Executive  shall be deemed to earn
                  compensation for such additional  five-year period at the same
                  rate  as in  the  calendar  year  immediately  preceding  such
                  termination.  To the extent that the benefits  provided for in
                  clause  (iii)  are  not  permissible   after   termination  of
                  employment  under  the  terms  of  the  benefit  plans  of the
                  Corporation  then in  effect,  the  Corporation  shall  pay to
                  Executive in a lump sum in cash within  thirty (30) days after
                  the date of  termination an amount equal to the after-tax cost
                  to  Executive  of  acquiring  on a  non-group  basis,  for the
                  remainder of the  Employment  Period,  those  benefits lost to
                  Executive and/or Executive's family as a result of Executive's
                  termination.
 
                  In addition,  upon a  termination  of Executive in  accordance
                  with  this   Section  7.D   (including   for  this  purpose  a
                  termination  at the  end of the  Employment  Period  following
                  delivery by the  Corporation  to  Executive of a notice not to
                  extend  the  Employment  Period  pursuant  to the  proviso  in
                  Section 1 hereof):
 
 
<PAGE>
 
 
 
                  e.    all non-vested stock options, and any other non-
                        vested stock or stock-based awards issued by the
                        Corporation or any subsidiary of the Corporation,
                        shall immediately become fully vested, non-
                        forfeitable and exercisable; provided that, in the case
                        of options or awards granted by TBHC, this clause
                        e. shall be subject to any applicable Financing
                        Limitation; and
 
                  f.    all Executive's stock options (A) granted on or after
                        February 24, 2000 by the Corporation or any of its
                        subsidiaries, or (B) granted by the Corporation
                        before February 24, 2000 (including those
                        previously vested) if the exercise price thereof is
                        greater than the closing price of the Corporation's
                        common stock on the New York Stock Exchange on
                        February 24, 2000, shall remain exercisable until the
                        earlier of (i) one year following termination or (ii)
                        their respective stated expiration dates; provided that
                        in the case of options or awards described in
                        subclause (A) of this clause f. which are granted by
                        TBHC, this clause f. shall be subject to any
                        applicable Financing Limitation.
 
      8.  Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent or
limit  Executive's  continuing or future  participation  in any benefit,  bonus,
incentive  (whether cash or equity based, or otherwise) or other plan or program
provided by the  Corporation  or any of its  affiliated  companies and for which
Executive may qualify,  nor shall anything herein limit or otherwise affect such
rights as Executive may have under any stock option or other agreements with the
Corporation  or  any of its  affiliated  companies.  Amounts  which  are  vested
benefits or which  Executive is otherwise  entitled to receive under any plan or
program of the  Corporation or any of its affiliated  companies at or subsequent
to the date on which  Executive's  employment is terminated  shall be payable in
accordance  with  such  plan  or  program.   Anything  herein  to  the  contrary
notwithstanding,  if Executive  becomes entitled to payments pursuant to Section
7.D hereof,  the Executive  agrees to waive payments under any severance plan or
program of the Corporation.
 
 
<PAGE>
 
 
 
      9.    Noncompetition; Nondisclosure; Nonsolicitation.
 
            A.    Executive hereby covenants and agrees that, during the
                  period of Executive's employment with the Corporation and
                  for one year thereafter (the "Covenant Period"), he shall
                  not, without the prior written consent of the Corporation,
                  engage in Competition (as defined below) with the
                  Corporation.  For purposes of this Agreement, if Executive
                  takes any of the following actions he shall be engaged in
                  "Competition": engaging in or carrying on, directly or
                  indirectly, any enterprise, whether as an advisor, principal,
                  agent, partner, officer, director, employee, stockholder,
                  associate or consultant to any person, partnership,
                  corporation or any other business entity, that is principally
                  engaged in any business operating within the United States
                  of America, which is involved in business activities which
                  are the same as, similar to or in competition with the
                  principal business activities carried on by the Corporation,
                  or being definitely planned by the Corporation, at the time
                  of the termination of the Executive's employment; provided,
                  however, that "Competition" shall not include (i) the passive
                  ownership of securities in any public enterprise and exercise
                  of rights appurtenant thereto, so long as such securities
                  represent no more than five percent of the voting power of all
                  securities of such enterprise or (ii) the indirect ownership
                  of securities through ownership of shares in a registered
                  investment company.
 
            B.    Executive shall not, without the Corporation's prior written
                  consent, disclose or use any non-public confidential
                  information of or relating to the Corporation, whether
                  disclosed to or learned by Executive during the course of his
                  employment or otherwise, so long as such information is not
                  publicly known or available, except for such disclosures as
                  are required by law or in connection with Executive's
                  performance of services to the Corporation hereunder.
                  Executive further agrees that he shall not make any
                  statements at any time that disparage the reputation of the
                  Corporation or any of its affiliates.  For purposes of this
                  Section 9, the term "affiliate" of the Corporation means the
                  Board, any and all Committees of the Board (the
                  "Committees") and any and all individual members of either
                  the Board or any of the Committees, in their capacity as
                  such, and any employee or officer of the Corporation.
 
 
<PAGE>
 
 
 
            C.    Executive hereby covenants and agrees that, during the
                  Covenant Period, he shall not attempt to influence, persuade
                  or induce, or assist any other person in so influencing,
                  persuading or inducing, (i) any customer of the Corporation
                  to give up, or to not commence, a business relationship with
                  the Corporation and (ii) if Executive's employment was
                  terminated by the Corporation with Cause or by Executive
                  without Good Reason, any employee of the Corporation
                  (other than Peter May) to cease such employment.
 
            D.    Executive agrees that all processes, technologies, designs
                  and inventions ("Inventions"), including new contributions,
                  improvements, ideas and discoveries, whether patentable or
                  not, conceived, developed, invented or made by him during
                  the Employment Period shall belong to the Corporation,
                  provided that such Inventions grew out of Executive's work
                  for the Corporation, are related in any manner to the
                  business (commercial or experimental) of the Corporation or
                  are conceived or made on the Corporation's time or with the
                  use of the Corporation's facilities or materials.  Executive
                  shall further: (a) promptly disclose such Inventions to the
                  Corporation; (b) assign to the Corporation, without
                  additional compensation, all patent and other rights to such
                  Inventions for the United States and foreign countries; (c)
                  sign all papers necessary to carry out the foregoing; and (d)
                  give testimony in support of the status of Executive as the
                  inventor of such Inventions.  Executive agrees that he will
                  not assert any rights to any Invention as having been made
                  or acquired by him prior to the Effective Date, except for
                  Inventions, if any, disclosed to the Corporation in writing
                  prior to the Effective Date.
 
            E.    Executive acknowledges and agrees that the remedy at law
                  available to the Corporation for breach of any of his
                  obligations under Section 9.A, B, C or D of this Agreement
                  would be inadequate, and that damages flowing from such
                  a breach may not readily be susceptible to being measured
                  in monetary terms.  Accordingly, Executive acknowledges,
                  consents and agrees that, in addition to any other rights or
                  remedies which the Corporation may have at law, in equity
                  or under this Agreement, upon adequate proof of his
                  violation of any provision of Section 9 of this Agreement,
                  the Corporation shall be entitled to immediate injunctive
                  relief and may obtain a temporary order restraining any
 
 
<PAGE>
 
 
 
                  threatened or further breach, without the necessity of proof
                  of actual damage.
 
            F.    Executive acknowledges and agrees that the covenants set
                  forth in Section 9A, B, C and D of this Agreement are
                  reasonable and valid in geographical and temporal scope and
                  in all other respects.  If any of such covenants or such other
                  provisions of this Agreement are found to be invalid or
                  unenforceable by a final determination of a court of
                  competent jurisdiction (i) the remaining terms and provisions
                  hereof shall be unimpaired and (ii) the invalid or
                  unenforceable term or provision shall be deemed replaced by
                  a term or provision that is valid and enforceable and that
                  comes closest to expressing the intention of the invalid or
                  unenforceable term or provision.
 
            G.    Executive understands that the provisions of Section 9A, B,
                  C and D of this Agreement may limit his ability to earn a
                  livelihood in a business similar to the business of the
                  Corporation but he nevertheless agrees and hereby
                  acknowledges that (i) such provisions do not impose a
                  greater restraint than is necessary to protect the goodwill or
                  other business interests of the Corporation, (ii) such
                  provisions contain reasonable limitations as to time and
                  scope of activity to be restrained, (iii) such provisions are
                  not harmful to the general public, (iv) such provisions are
                  not unduly burdensome to Executive, and (v) the
                  consideration provided hereunder is sufficient to compensate
                  Executive for the restrictions contained in Section 9 of this
                  Agreement.  In consideration of the foregoing and in light of
                  Executive's education, skills and abilities, Executive agrees
                  that he shall not assert that, and it should not be considered
                  that, any provisions of Section 9 otherwise are void,
                  voidable or unenforceable or should be voided or held
                  unenforceable.
 
            H.    If  Executive  violates any of the  restrictions  contained in
                  Section 9A, B or C of this Agreement,  the restrictive  period
                  shall not run in favor of the  Executive  from the time of the
                  commencement  of any such  violation  until  such time as such
                  violation shall be cured by the Executive to the  satisfaction
                  of the Corporation.
 
 
<PAGE>
 
 
 
      10.   Certain Additional Payments by the Corporation.
 
            A.    If it is determined (as hereafter provided) that any payment
                  or distribution by the Corporation to or for the benefit of
                  Executive, whether paid or payable or distributed or
                  distributable pursuant to the terms of this Agreement or
                  otherwise pursuant to or by reason of any other agreement,
                  policy, plan, program or arrangement, including without
                  limitation any stock option, stock appreciation right or
                  similar right, or the lapse or termination of any restriction
                  on or the vesting or exercisability of any of the foregoing (a
                  "Payment"), would be subject to the excise tax imposed by
                  Section 4999 of the Code (or any successor provision
                  thereto) or to any similar tax imposed by state or local law,
                  or any interest or penalties with respect to such excise tax
                  (such tax or taxes, together with any such interest and
                  penalties, are hereafter collectively referred to as the
                  "Excise Tax"), then Executive will be entitled to receive an
                  additional payment or payments (a "Gross-Up Payment") in
                  an amount such that, after payment by Executive of all taxes
                  (including any interest or penalties imposed with respect to
                  such taxes), including any Excise Tax, imposed upon the
                  Gross-Up Payment, Executive retains an amount of the
                  Gross-Up Payment equal to the Excise Tax imposed upon
                  the Payments.
 
            B.    Subject to the provisions of Section 10.F hereof, all
                  determinations required to be made under this Section 10,
                  including whether an Excise Tax is payable by Executive
                  and the amount of such Excise Tax and whether a Gross-Up
                  Payment is required and the amount of such Gross-Up
                  Payment, will be made by a nationally recognized firm of
                  certified public accountants (the "Accounting Firm")
                  selected by Executive in his sole discretion.  Executive will
                  direct the Accounting Firm to submit its determination and
                  detailed supporting calculations to both the Corporation and
                  Executive within 15 calendar days after the date of the
                  Change in Control or the date of Executive's termination of
                  employment, if applicable, and any other such time or times
                  as may be requested by the Corporation or Executive.  If the
                  Accounting Firm determines that any Excise Tax is payable
                  by Executive, the Corporation will pay the required Gross-
                  Up Payment to Executive within five business days after
                  receipt of such determination and calculations.  If the
                  Accounting Firm determines that no Excise Tax is payable
 
 
<PAGE>
 
 
 
                  by  Executive,  it  will,  at the same  time as it makes  such
                  determination,  furnish  Executive with an opinion that he has
                  substantial  authority  not to report  any  Excise  Tax on his
                  federal,   state,  local  income  or  other  tax  return.  Any
                  determination  by the Accounting  Firm as to the amount of the
                  Gross-Up  Payment  will be binding  upon the  Corporation  and
                  Executive.  As a result of the  uncertainty in the application
                  of  Section  4999  of the  Code  (or any  successor  provision
                  thereto) and the possibility of similar uncertainty  regarding
                  applicable  state  or  local  tax  law  at  the  time  of  any
                  determination by the Accounting Firm hereunder, it is possible
                  that  Gross-Up  Payments  which will not have been made by the
                  Corporation   should  have  been  made  (an   "Underpayment"),
                  consistent   with  the   calculations   required  to  be  made
                  hereunder. In the event that the Corporation exhausts or fails
                  to pursue its  remedies  pursuant  to Section  10.F hereof and
                  Executive  thereafter  is  required  to make a payment  of any
                  Excise  Tax,  Executive  will  direct the  Accounting  Firm to
                  determine the amount of the Underpayment that has occurred and
                  to  submit   its   determination   and   detailed   supporting
                  calculations to both the Corporation and Executive as promptly
                  as possible.  Any such  Underpayment  will be promptly paid by
                  the  Corporation to, or for the benefit of,  Executive  within
                  five  business days after  receipt of such  determination  and
                  calculations.
 
            C.    The Corporation and Executive will each provide the
                  Accounting Firm access to and copies of any books, records
                  and documents in the possession of the Corporation or
                  Executive, as the case may be, reasonably requested by the
                  Accounting Firm, and otherwise cooperate with the
                  Accounting Firm in connection with the preparation and
                  issuance of the determination contemplated by Section 10.B
                  hereof.
 
            D.    The federal, state and local income or other tax returns filed
                  by Executive will be prepared and filed on a consistent basis
                  with the determination of the Accounting Firm with respect
                  to the Excise Tax payable by Executive.  Executive will
                  make proper payment of the amount of any Excise Tax, and
                  at the request of the Corporation, provide to the Corporation
                  true and correct copies (with any amendments) of his federal
                  income tax return as filed with the Internal Revenue Service
                  and corresponding state and local tax returns, if relevant, as
 
 
<PAGE>
 
 
 
                  filed with the  applicable  taxing  authority,  and such other
                  documents reasonably requested by the Corporation,  evidencing
                  such payment.  If prior to the filing of  Executive's  federal
                  income tax return, or corresponding state or local tax return,
                  if relevant, the Accounting Firm determines that the amount of
                  the Gross-Up Payment should be reduced,  Executive will within
                  five business days pay to the  Corporation  the amount of such
                  reduction.
 
            E.    The fees and expenses of the Accounting Firm for its
                  services in connection with the determinations and
                  calculations contemplated by Sections 10.B and D hereof
                  will be borne by the Corporation.  If such fees and expenses
                  are initially advanced by Executive, the Corporation will
                  reimburse Executive the full amount of such fees and
                  expenses within five business days after receipt from
                  Executive of a statement therefor and reasonable evidence of
                  his payment thereof.
 
            F.    Executive will notify the Corporation in writing of any claim
                  by the Internal Revenue Service that, if successful, would
                  require the payment by the Corporation of a Gross-Up
                  Payment.  Such notification will be given as promptly as
                  practicable but no later than 10 business days after Executive
                  actually receives notice of such claim and Executive will
                  further apprise the Corporation of the nature of such claim
                  and the date on which such claim is requested to be paid (in
                  each case, to the extent known by Executive).  Executive
                  will not pay such claim prior to the earlier of (i) the
                  expiration of the 30-calendar-day period following the date
                  on which he gives such notice to the Corporation and (ii) the
                  date that any payment of amount with respect to such claim is
                  due.  If the Corporation notifies Executive in writing prior
                  to the expiration of such period that it desires to contest
                  such claim, Executive will:
 
                  (vi)  provide  the  Corporation  with any  written  records or
                        documents  in his  possession  relating  to  such  claim
                        reasonably requested by the Corporation;
 
                  (vii) take such  action in  connection  with  contesting  such
                        claim as the  Corporation  will  reasonably  request  in
                        writing from time to time,  including without limitation
                        accepting  legal  representation  with  respect  to such
                        claim by an attorney competent in respect of
 
 
<PAGE>
 
 
 
                        the subject matter and reasonably selected by the
                        Corporation;
 
                  (viii)cooperate with the Corporation in good faith in order
                        effectively to contest such claim; and
 
                  (ix)  permit the Corporation to participate in any
                        proceedings relating to such claim;
 
                  provided,  however,  that the  Corporation  will  bear and pay
                  directly  all  costs  and  expenses  (including  interest  and
                  penalties)  incurred in connection  with such contest and will
                  indemnify and hold harmless Executive,  on an after-tax basis,
                  for and  against  any  Excise  Tax or  income  tax,  including
                  interest  and  penalties  with respect  thereto,  imposed as a
                  result  of  such  representation  and  payment  of  costs  and
                  expenses.  Without  limiting the foregoing  provisions of this
                  Section 10.F,  the  Corporation  will control all  proceedings
                  taken in connection with the contest of any claim contemplated
                  by this Section  10.F and, at its sole  option,  may pursue or
                  forego  any  and  all  administrative  appeals,   proceedings,
                  hearings and conferences  with the taxing authority in respect
                  of such claim (provided that Executive may participate therein
                  at his own cost and  expense)  and may, at its option,  either
                  direct  Executive  to pay the tax claimed and sue for a refund
                  or contest the claim in any permissible  manner, and Executive
                  agrees to prosecute such contest to a determination before any
                  administrative  tribunal,  in a court of initial  jurisdiction
                  and in one or more appellate  courts,  as the Corporation will
                  determine;  provided, however, that if the Corporation directs
                  Executive  to pay the tax  claimed  and sue for a refund,  the
                  Corporation  will  advance  the  amount  of  such  payment  to
                  Executive on an  interest-free  basis and will  indemnify  and
                  hold  Executive  harmless,  on an  after-tax  basis,  from any
                  Excise Tax or income tax, including interest or penalties with
                  respect  thereto,  imposed with respect to such  advance;  and
                  provided further,  however,  that any extension of the statute
                  of  limitations  relating  to payment of taxes for the taxable
                  year of Executive  with respect to which the contested  amount
                  is  claimed  to be due is  limited  solely  to such  contested
                  amount.  Furthermore,  the  Corporation's  control of any such
                  contested  claim  will be limited  to issues  with  respect to
                  which a  Gross-Up  Payment  would  be  payable  hereunder  and
                  Executive will be entitled to settle or contest,
 
 
<PAGE>
 
 
 
                  as the case may be,  any other  issue  raised by the  Internal
                  Revenue Service or any other taxing authority.
 
            G.    If, after the receipt by Executive of an amount advanced by
                  the Corporation pursuant to Section 10.F hereof, Executive
                  receives any refund with respect to such claim, Executive
                  will (subject to the Corporation's complying with the
                  requirements of Section 10.F hereof) promptly pay to the
                  Corporation the amount of such refund (together with any
                  interest paid or credited thereon after any taxes applicable
                  thereto).  If, after the receipt by Executive of an amount
                  advanced by the Corporation pursuant to Section 10.F
                  hereof, a determination is made that Executive will not be
                  entitled to any refund with respect to such claim and the
                  Corporation does not notify Executive in writing of its intent
                  to contest such denial or refund prior to the expiration of 30
                  calendar days after such determination, then such advance
                  will be forgiven and will not be required to be repaid and the
                  amount of such advance will offset, to the extent thereof, the
                  amount of Gross-Up Payment required to be paid pursuant
                  to this Section 10.
 
      11.   Successors.
 
            A.    This  Agreement is personal to Executive and without the prior
                  written consent of the Corporation  shall not be assignable by
                  Executive  otherwise  than by will or the laws of descent  and
                  distribution. This Agreement shall inure to the benefit of and
                  be enforceable by Executive's legal representatives.
 
            B.    This Agreement shall inure to the benefit of and be binding
                  upon the Corporation and its successors.
 
            C.    The Corporation will require any successor (whether direct
                  or indirect, by purchase, merger, consolidation or
                  otherwise) to all or substantially all of the business and/or
                  assets of the Corporation to expressly assume and agree to
                  perform this Agreement in the same manner and to the same
                  extent that the Corporation would be required to perform it
                  if no such succession had taken place.  As used in this
                  Agreement, "Corporation" shall mean the Corporation as
                  hereinbefore defined and any successor to its business and/or
                  assets as aforesaid which assumes and agrees to perform this
                  Agreement by operation of law, or otherwise.
 
 
<PAGE>
 
 
 
 
      12.   Miscellaneous.
 
            A.    This Agreement shall be governed by and construed in
                  accordance with the laws of the State of New York without
                  reference to principles of conflict of laws. The parties
                  hereto agree that exclusive jurisdiction of any dispute
                  regarding this Agreement shall be the state or federal courts
                  located in New York, New York.  The Corporation shall
                  directly pay the fees and expenses of counsel and other
                  experts retained by Executive in enforcing this Agreement,
                  as they may be incurred, provided that Executive shall be
                  required to reimburse the Corporation for any amounts so
                  paid unless at least one material matter in dispute is
                  decided in favor of Executive.
 
            B.    In the event of any termination of Executive's employment
                  hereunder, Executive shall be under no obligation to seek
                  other employment or otherwise mitigate the obligations of
                  the Corporation under this Agreement, and there shall be no
                  offset against amounts due Executive under this Agreement
                  on account of amounts purportedly owing by Executive to
                  the Corporation.  Any amounts due to Executive under this
                  Agreement upon termination of employment are considered
                  to be reasonable by the Corporation and are not in the nature
                  of a penalty.
 
            C.    The  Corporation  will  indemnify  Executive,  to the  maximum
                  extent permitted by applicable law, against all costs, charges
                  and expenses  incurred or sustained by him in connection  with
                  any action, suit or proceeding to which he may be made a party
                  by reason of his being an officer, director or employee of the
                  Corporation   or  of  any   subsidiary  or  affiliate  of  the
                  Corporation.
 
            D.    The captions of this Agreement are not part of the provisions
                  hereof and shall have no force or effect.
 
            E.    This Agreement may not be amended or modified otherwise
                  than by a written agreement executed by the parties hereto
                  or their respective successors and legal representatives.
 
            F.    All notices and other communications hereunder shall be in
                  writing and shall be given by hand delivery to the other
                  party or by registered or certified mail, return receipt
 
 
<PAGE>
 
 
 
                  requested,  postage  prepaid,  or by facsimile  or  nationally
                  recognized overnight courier service, addressed as follows:
 
                                    If to Executive:
 
                                    Nelson Peltz
                                    543 Byram Lake Road
                                    Mt. Kisco, New York 10549
 
                                    Facsimile: (914) 666-4786
 
                                    If to the Corporation:
 
                                    Triarc Companies, Inc.
                                    280 Park Avenue
                                    New York, New York 10017
                                    Attention: General Counsel
                                    Facsimile: (212) 451-3216
 
                                    in either case, with a copy to:
 
                                    Paul, Weiss, Rifkind, Wharton &
                                    Garrison
                                    1285 Avenue of the Americas
                                    New York, New York    10019
                                    Attention: Neale M. Albert, Esq.
                                    Facsimile: (212) 757-3990
 
                  or to such other address as either party shall have  furnished
                  to the other in writing  in  accordance  herewith.  Notice and
                  communications  shall be effective  when actually  received by
                  the addressee.
 
            G.    The invalidity or unenforceability of any provision of this
                  Agreement shall not affect the validity or enforceability of
                  any other provision of this Agreement.
 
            H.    The  Corporation  may withhold from any amounts  payable under
                  this Agreement such Federal,  state or local taxes as shall be
                  required to be  withheld  pursuant  to any  applicable  law or
                  regulation.
 
 
<PAGE>
 
 
            I.    This Agreement contains the entire understanding of the
                  Corporation and Executive with respect to the subject matter
                  hereof.
 
      IN  WITNESS  WHEREOF,   Executive  has  hereunto  set  his  hand  and  the
Corporation  has caused this Agreement to be executed in its name on its behalf,
all as of the day and year first above written.
 
                                         NELSON PELTZ
                                         ------------------------------
                                         Nelson Peltz
 
                                         TRIARC COMPANIES, INC.
 
 
                                         By:   BRIAN L. SCHORR
                                               ------------------------
                                                Name: Brian L. Schorr
                                               Title: Executive Vice President
                                                      and General Counsel