Exhibit 10.1
RESTRICTED STOCK AWARD AGREEMENT UNDER THE 2002 EQUITY PARTICIPATION PLAN
RESTRICTED STOCK AWARD AGREEMENT (the "Agreement"), made as of ________ ,
20__, by and between Triarc Companies, Inc. (the "Company") and _________
("Award Recipient"):
WHEREAS, the Company maintains the 2002 Equity Participation Plan (the
"Plan") under which the Performance Compensation Subcommittee of the Company's
Board of Directors (the "Committee") may, among other things, award shares of
the Company's Class ___ Common Stock, $.10 par value (the "Common Stock"), to
such eligible persons under the Plan as the Committee may determine, subject to
terms, conditions, or restrictions as it may deem appropriate;
WHEREAS, pursuant to the Plan, the Committee has awarded to the Award
Recipient a restricted stock award conditioned upon the execution by the Company
and the Award Recipient of a Restricted Stock Agreement setting forth all the
terms and conditions applicable to such award in accordance with Delaware law;
NOW, THEREFORE, in consideration of the mutual promises(s) and covenants(s)
contained herein, it is hereby agreed as follows:
1. AWARD OF RESTRICTED SHARES: Subject to the terms of the Plan and this
Agreement, the Committee hereby awards to the Award Recipient a restricted stock
award (the "Restricted Stock Award") on _________, 20__ (the "Award Date"),
covering _____ shares of Common Stock (the "Restricted Shares"). Except as
otherwise specifically provided herein, capitalized terms used herein shall have
the meanings attributed thereto in the Plan.
2. VESTING: Subject to the Award Recipient's continued employment with the
Company on each "Vesting Date" (as defined below), one-third (1/3) of the
Restricted Shares shall vest and become non-forfeitable on each of _____, 20__,
_____, 20__ and _____, 20__, respectively (each such date, a "Vesting Date").
3. STOCK CERTIFICATES: Certificates evidencing the Restricted Shares shall
be issued by the Company and shall be registered in the Award Recipient's name
on the stock transfer books of the Company promptly after the date hereof, but
shall remain in the physical custody of the Company or its designee at all times
prior to, in the case of any particular Restricted Shares, the applicable
Vesting Date. As a condition to the receipt of this Restricted Stock Award, the
Participant shall deliver to the Company a stock power, duly endorsed in blank,
relating to the Restricted Shares.
4. TRANSFERABILITY; RIGHTS AS STOCKHOLDER. Prior to the applicable Vesting
Date with respect to any Restricted Share, (i) such Restricted Share shall not
be transferable by the Award Recipient by means of sale, assignment, exchange,
pledge, or otherwise; provided, however, that the Award Recipient shall have the
right to tender the Restricted Share for sale or exchange with the Company's
written consent in the event of any tender offer within the meaning of Section
14(d) of the Securities Exchange Act of 1934 and (ii) unless and until such
Restricted Share is forfeited pursuant to Paragraph 2 or Paragraph 5, the Award
Recipient shall be entitled to all rights of a stockholder of the Company,
including the right to vote the Restricted Share and receive dividends and/or
other distributions declared on such Restricted Share.
5. EFFECT OF TERMINATION OF EMPLOYMENT: If the Award Recipient's employment
with the Company terminates on account of termination by the Company without
cause, or on account of the Award Recipient's death or permanent disability,
the Restricted Stock Award, to the extent not already not already vested, shall
become fully vested and nonforfeitable with respect to one hundred percent
(100%) of the Restricted Shares. Upon termination of the Award Recipient's
employment with the Company for any other reason, the Restricted Stock Award, to
the extent not already vested, shall be forfeited, unless otherwise determined
by the Committee in its sole discretion. For purposes of this Agreement, "cause"
shall mean "cause" or any like term, as defined in any written contract between
the Company and the Award Recipient or, if not so defined, (i) on account of
fraud, embezzlement or other unlawful or tortious conduct, whether or not
involving or against the Company or any affiliate, (ii) for violation of a
policy of the Company of any affiliate, or (iii) for serious and willful acts or
misconduct detrimental to the business or reputation of the Company or any
affiliate.
6. BENEFICIARY: The Award Recipient may designate a beneficiary(ies) to
receive the stock certificates representing those Restricted Shares that become
vested and non-forfeitable upon the Award Recipient's death. The Award Recipient
has the right to change such beneficiary designation at will.
7. EFFECT OF CHANGE OF CONTROL: Upon the occurrence of a Change of Control,
any unvested Restricted Shares shall be deemed to have become vested and
non-forfeitable as of immediately prior to the Change of Control.
8. WITHHOLDING TAXES; 83(b) ELECTION: The Award Recipient hereby agrees to
make appropriate arrangements with the Company for satisfaction of any
applicable federal, state or local income tax, withholding requirements or like
requirements, including the payment to the Company upon each Vesting Date(or
such later date as may be applicable under Section 83 of the Internal Revenue
Code of 1986, as amended), or other settlement in respect of, the Restricted
Shares of all such taxes and requirements and the Company shall be authorized to
take such action as may be necessary in the opinion of the Company's counsel
(including, without limitation, withholding amounts from any compensation or
other amount owing from the Company to the Award Recipient) to satisfy all
obligations for the payment of such taxes. Notwithstanding the foregoing, the
Award Recipient may make an election pursuant to Section 83(b) of the Code in
respect of the Restricted Shares and, if he does so, he shall timely notify the
Company of such election and send the Company a copy thereof. The Award
Recipient shall be solely responsible for properly and timely completing and
filing any such election.
9. IMPACT ON OTHER BENEFITS: The value of the Restricted Stock Award
(either on the Award Date or at the time any Restricted Shares become vested and
non-forfeitable) shall not be includable as compensation or earnings for
purposes of any benefit or incentive plan offered by the Company.
10. ADMINISTRATION: The Committee shall have full authority and discretion
(subject only to the express provisions of the Plan) to decide all matters
relating to the administration and interpretation of this Agreement. All such
Committee determinations shall be final, conclusive, and binding upon the
Company, the Award Recipient, and any and all interested parties.
11. RIGHT TO CONTINUED EMPLOYMENT: Nothing in the Plan or this Agreement
shall confer on an Award Recipient any right to continue in the employ of the
Company or in any way affect the Company's right to terminate the Award
Recipient's employment without prior notice at any time for any reason.
12. BOUND BY PLAN: The Agreement shall be subject to the terms of the Plan,
as amended, except that the Restricted Stock Award may not in any way be
restricted or limited (other than as provided in this Agreement) without the
Award Recipient's written consent.
13. FORCE AND EFFECT: The various provisions of this Agreement are
severable in their entirety. Any determination of invalidity or unenforceability
of any on provision shall have no effect on the continuing force and effect of
the remaining provisions.
14. GOVERNING LAW: This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware, without
giving effect to its conflict of laws principles.
15. SUCCESSORS: This agreement shall be binding and inure to the benefit of
the successors, assigns and heirs of the respective parties.
16. NOTICE: Unless waived by the Company, any notice to the Company
required under or relating to this Agreement shall be in writing and addressed
to the Secretary of the Company.
17. ENTIRE AGREEMENT: This Agreement contains the entire understanding of
the parties and shall not be modified or amended except in writing and duly
signed by the parties. No waiver by either party of any default under this
Agreement shall be deemed a waiver of any later default.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
hereof.
TRIARC COMPANIES, INC.
By:
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Name:
Title:
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[Award Recipient]