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EXHIBIT 10.13
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AGREEMENT
This AGREEMENT (the "AGREEMENT") is made as of December 29,
2005
between TRIARC COMPANIES, INC., a Delaware corporation (the
"COMPANY"), and
Nelson Peltz ("EXECUTIVE").
1.
Capitalized terms used in this Agreement and not otherwise
defined shall have the meaning ascribed to them in the employment
agreement made
as of May 1, 1999 between the Company and the Executive (the
"EMPLOYMENT
AGREEMENT")).
2.
In the event it is determined in accordance with Section 10 of
the Employment Agreement by the Accounting Firm that, but for the
terms of this
Agreement, any Payment (or if more than one Payment, any Payments)
would be
subject to the Excise Tax:
(a)
The Payment or Payments shall be reduced, by the minimum
possible amount and in the manner and order set forth in Section
2(c)
hereof, so that their value, for purposes of determining Excise
Tax
exposure, equals $1.00 less than the amount which would be subject
to
the Excise Tax (the amount of such reduction, a "CUTBACK").
(b)
The applicability and amount of any Cutback shall be
determined by the Accounting Firm, in accordance with the
procedures
described in Section 10 of the Employment Agreement; provided that
in
no event shall any Cutback exceed $8,000,000.00 or in the case
of
multiple Cutbacks, $8,000,000.00 in the aggregate.
(c)
In the even
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